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EX-32.2 - EXHIBIT 32.2 - CSI Compressco LPa20170331ex322cclp.htm
EX-32.1 - EXHIBIT 32.1 - CSI Compressco LPa20170331ex321cclp.htm
EX-31.2 - EXHIBIT 31.2 - CSI Compressco LPa20170331ex312cclp.htm
EX-31.1 - EXHIBIT 31.1 - CSI Compressco LPa20170331ex311cclp.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 

 
FORM 10-Q
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM _____ TO______
 
COMMISSION FILE NUMBER 001-35195
 
 
CSI Compressco LP
(Exact name of registrant as specified in its charter)

 
Delaware 
94-3450907
(State of incorporation)
(I.R.S. Employer Identification No.)
 
 
24955 Interstate 45 North
 
The Woodlands, Texas
77380
(Address of principal executive offices)
(zip code)
 
(281) 364-2244
(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ]  No [   ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ X ]  No [   ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer [  
Accelerated filer [ X ] 
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [   ]
Emerging growth company [ ]
 





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for companying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]  No [ X ]
As of May 9, 2017, there were 34,494,972 Common Units outstanding.




CERTAIN REFERENCES IN THIS QUARTERLY REPORT
 
References in this Quarterly Report to “CSI Compressco,” “we,” “our,” “us,” “the Partnership” or like terms refer to CSI Compressco LP and its wholly owned subsidiaries. References to “CSI Compressco GP” or “our General Partner” refer to our general partner, CSI Compressco GP Inc. References to “TETRA” refer to TETRA Technologies, Inc. and TETRA’s controlled subsidiaries, other than us.





PART I
FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
CSI Compressco LP
Consolidated Statements of Operations
(In Thousands, Except Unit and Per Unit Amounts)
(Unaudited)

Three Months Ended 
 March 31,
 
2017
 
2016
Revenues:


 


Compression and related services
$
50,497

 
$
62,411

Aftermarket services
9,387

 
8,587

Equipment sales
5,668

 
10,694

Total revenues
65,552

 
81,692

Cost of revenues (excluding depreciation and amortization expense):
 
 
 
Cost of compression and related services
29,043

 
31,805

Cost of aftermarket services
7,622

 
6,618

Cost of equipment sales
5,396

 
9,953

Total cost of revenues
42,061

 
48,376

Depreciation and amortization
17,295

 
18,452

Long-lived asset impairment

 
7,866

Selling, general, and administrative expense
8,766

 
10,230

Goodwill impairment

 
92,334

Interest expense, net
10,383

 
8,802

Series A Preferred fair value adjustment
1,865

 

Other (income) expense, net
(38
)
 
288

Income (loss) before income tax provision
(14,780
)
 
(104,656
)
Provision for income taxes
813

 
693

Net income (loss)
$
(15,593
)
 
$
(105,349
)
General partner interest in net income (loss)
$
(312
)
 
$
(2,106
)
Common units interest in net income (loss)
$
(15,281
)
 
$
(103,243
)
 


 
 

Net income (loss) per common unit:
 
 
 
Basic and diluted
$
(0.46
)
 
$
(3.11
)
Weighted average common units outstanding:
 
 
 
Basic and diluted
33,463,517

 
33,190,174



See Notes to Consolidated Financial Statements

1



CSI Compressco LP
Consolidated Statements of Comprehensive Income (Loss)
(In Thousands)
(Unaudited)
 
 
Three Months Ended 
 March 31,
 
2017
 
2016
Net income (loss)
$
(15,593
)
 
$
(105,349
)
Foreign currency translation adjustment
250

 
(804
)
Comprehensive income (loss)
$
(15,343
)
 
$
(106,153
)
 

See Notes to Consolidated Financial Statements

2



CSI Compressco LP
Consolidated Balance Sheets
(In Thousands, Except Unit Amounts)
 
March 31,
2017
 
December 31,
2016
 
(Unaudited)
 
 

ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
5,423

 
$
20,797

Trade accounts receivable, net of allowances for doubtful accounts of $2,589 in 2017 and $2,253 in 2016
39,931

 
44,904

Inventories
40,539

 
31,442

Assets held for sale
70

 
214

Prepaid expenses and other current assets
4,431

 
4,647

Total current assets
90,394

 
102,004

Property, plant, and equipment:
 

 
 

Land and building
34,962

 
34,962

Compressors and equipment
833,514

 
834,921

Vehicles
10,880

 
11,040

Construction in progress
12,796

 
8,138

Total property, plant, and equipment
892,152

 
889,061

Less accumulated depreciation
(256,345
)
 
(242,055
)
Net property, plant, and equipment
635,807

 
647,006

Other assets:
 

 
 

Deferred tax asset
28

 
28

Intangible assets, net of accumulated amortization of $19,506 as of March 31, 2017 and $18,666 as of December 31, 2016
36,262

 
37,102

Other assets
6

 

Total other assets
36,296

 
37,130

Total assets
$
762,497

 
$
786,140

LIABILITIES AND PARTNERS' CAPITAL
 

 


Current liabilities:
 

 


Accounts payable
$
12,641

 
$
15,682

Unearned income
10,206

 
8,078

Accrued liabilities and other
13,389

 
19,974

Amounts payable to affiliates
7,788

 
6,180

Total current liabilities
44,024

 
49,914

Other liabilities:
 

 
 

Long-term debt, net
507,812

 
504,090

Series A Preferred Units
89,500

 
88,130

Deferred tax liabilities
854

 
718

Other long-term liabilities
75

 
39

Total other liabilities
598,241

 
592,977

Commitments and contingencies
 

 
 

Partners' capital:
 

 
 

General partner interest
2,494

 
3,061

Common units (33,716,890 units issued and outstanding at March 31, 2017 and 33,262,376 units issued and outstanding at December 31, 2016)
127,899

 
150,599

Accumulated other comprehensive income (loss)
(10,161
)
 
(10,411
)
Total partners' capital
120,232

 
143,249

Total liabilities and partners' capital
$
762,497

 
$
786,140

 
See Notes to Consolidated Financial Statements

3



CSI Compressco LP
Consolidated Statement of Partners’ Capital
(In Thousands)
(Unaudited)
 
 
Partners' Capital
 
Accumulated Other Comprehensive Income (Loss)
 
Total Partners' Capital
 
 
 
 
General
Partner
 
Common
Unitholders
 
 
 
Amount
 
Units
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
$
3,061

 
33,262

 
$
150,599

 
$
(10,411
)
 
$
143,249

Net loss
(312
)
 

 
(15,281
)
 

 
(15,593
)
Distributions ($0.3775 per unit)
(255
)
 

 
(12,628
)
 

 
(12,883
)
Equity compensation

 

 
956

 

 
956

Vesting of Phantom Units

 
15

 

 

 

Conversions of Series A Preferred

 
280

 
2,730

 

 
2,730

Omnibus agreement charges settled with common units

 
159

 
1,576

 

 
1,576

Other comprehensive income (loss)

 

 

 
250

 
250

Other

 

 
(53
)
 

 
(53
)
Balance at March 31, 2017
$
2,494

 
33,716

 
$
127,899

 
$
(10,161
)
 
$
120,232

 

See Notes to Consolidated Financial Statements

4



CSI Compressco LP
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
 
 
Three Months Ended 
 March 31,
 
2017
 
2016
Operating activities:
 

 
 

Net income (loss)
$
(15,593
)
 
$
(105,349
)
Reconciliation of net income (loss) to cash provided by operating activities:
 

 
 

Depreciation and amortization
17,295

 
18,452

Impairment of long-lived assets

 
7,866

Impairment of goodwill

 
92,334

Provision for deferred income taxes
122

 
145

Series A Preferred offering costs
37

 

Series A Preferred accrued paid in kind distributions
2,235

 

Series A Preferred fair value adjustments
1,865

 

Equity compensation expense
956

 
636

Provision for doubtful accounts
495

 
119

Amortization of deferred financing costs
694

 
696

Other non-cash charges and credits
291

 
28

(Gain) loss on sale of property, plant, and equipment
(206
)
 
(28
)
Changes in operating assets and liabilities:
 

 
 
Accounts receivable
6,992

 
13,651

Inventories
(9,096
)
 
571

Prepaid expenses and other current assets
211

 
(48
)
Accounts payable and accrued expenses
(4,471
)
 
(14,005
)
Other
(6
)
 
27

Net cash provided by operating activities
1,821

 
15,095

Investing activities:
 

 
 
Purchases of property, plant, and equipment, net
(7,215
)
 
(1,353
)
Advances and other investing activities
36

 
20

Net cash used in investing activities
(7,179
)
 
(1,333
)
Financing activities:
 

 
 
Proceeds from long-term debt
29,500

 
29,000

Payments of long-term debt
(26,500
)
 
(30,000
)
Distributions
(12,883
)
 
(12,784
)
Other financing activities
(185
)
 

Net cash used in financing activities
(10,068
)
 
(13,784
)
Effect of exchange rate changes on cash
52

 
(308
)
Increase (decrease) in cash and cash equivalents
(15,374
)
 
(330
)
Cash and cash equivalents at beginning of period
20,797

 
10,620

Cash and cash equivalents at end of period
$
5,423

 
$
10,290

Supplemental cash flow information:
 

 


Interest paid
$
10,727

 
$
14,435

Income taxes paid
$
425

 
$
56



See Notes to Consolidated Financial Statements

5



CSI Compressco LP
Notes to Consolidated Financial Statements
(Unaudited)
 
NOTE A BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
CSI Compressco LP, a Delaware limited partnership, is a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing, and storage. We sell standard and custom-designed compressor packages and oilfield fluid pump systems, and provide aftermarket services and compressor package parts and components manufactured by third-party suppliers. We provide these compression services and equipment to a broad base of natural gas and oil exploration and production, midstream, and transmission companies operating throughout many of the onshore producing regions of the United States as well as in a number of foreign countries, including Mexico, Canada, and Argentina. We design and fabricate a majority of the compressor packages that we use to provide compression services and that we sell to customers
Presentation
 
Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. In the opinion of our management, our unaudited consolidated financial statements as of March 31, 2017, and for the three month periods ended March 31, 2017 and 2016, include all normal recurring adjustments that are necessary to provide a fair statement of our results for these interim periods. Operating results for the three month periods ended March 31, 2017 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2017.

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 U.S. Securities and Exchange Commission ("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 for the year ended December 31, 2016, and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on February 28, 2017.

In April 2017, our General Partner announced a reduction of approximately 50% in the level of cash distributions on our common units for the quarter ended March 31, 2017. In addition, in May 2017, we entered into an amendment of the agreement governing our bank revolving credit facility (as amended, the "Credit Agreement") that, among other things, favorably amended certain financial covenants. (See Note B - Long-Term Debt and Other Borrowings.) We have reviewed our financial forecasts as of May 9, 2017 for the subsequent twelve month period which consider the impact of the amended covenants and the current distribution levels to our common unitholders. Based on these financial forecasts, which are based on the current market conditions as of May 9, 2017, we believe that despite the current industry environment and activity levels, we will have adequate liquidity, earnings, and operating cash flows to fund our operations and debt obligations and maintain compliance with our debt covenants through May 9, 2018.

Use of Estimates
 
The preparation of financial statements in conformity with U.S. 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, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material.

Reclassifications

Certain previously reported financial information has been reclassified to conform to the current year period’s presentation. The impact of such reclassifications was not significant to the prior year period’s overall presentation.


6



Cash Equivalents
 
We consider all highly liquid cash investments with maturities of three months or less when purchased to be cash equivalents.
 
Foreign Currencies
 
We have designated the Canadian dollar and Argentine peso as the functional currencies for our operations in Canada and Argentina, respectively. We are exposed to fluctuations between the U.S. dollar and certain foreign currencies, including the Canadian dollar, the Mexican peso, and the Argentine peso, as a result of our international operations. Foreign currency exchange gains and (losses) are included in other (income) expense, net and totaled $0.3 million and $(0.2) million during the three month periods ended March 31, 2017 and March 31, 2016, respectively.

Inventories
 
Inventories consist primarily of compressor package parts and supplies and work in progress and are stated at the lower of cost or market value. For parts and supplies, cost is determined using the weighted average cost method. The cost of work in progress is determined using the specific identification method. Work in progress inventories consist primarily of new compressor packages located at our fabrication facility in Midland, Texas. Components of inventories as of March 31, 2017, and December 31, 2016, are as follows: 

 
March 31, 2017
 
December 31, 2016
 
(In Thousands)
Parts and supplies
$
27,657

 
$
25,932

Work in progress
12,882

 
5,510

Total inventories
$
40,539

 
$
31,442

     
We write down the value of inventory by an amount equal to the difference between its cost and its estimated market value.

Compression and Related Services Revenues and Costs

Our compression and related services revenues include revenues from our U.S. corporate subsidiaries' operating lease agreements with customers. For the three month periods ended March 31, 2017 and 2016, the following operating lease revenues and associated costs were included in compression and related service revenues and cost of compression and related services, respectively, in the accompanying consolidated statements of operations. As a result of our customers entering into compression service contracts, our revenues from rental contracts have decreased during the period ended March 31, 2017 compared to the prior year period.
 
Three Months Ended 
 March 31,
 
2017
 
2016
 
(In Thousands)
Rental revenue
$
7,430

 
$
11,520

Cost of rental revenue
$
4,814

 
$
6,918


Earnings Per Common Unit
 
Our computations of earnings per common unit are based on the weighted average number of common units outstanding during the applicable period. Basic earnings per common unit are determined by dividing net income (loss) allocated to the common units after deducting the amount allocated to our General Partner (including any distributions to our General Partner on its incentive distribution rights), by the weighted average number of outstanding common units during the period.
 

7



When computing earnings per common unit when distributions are greater than earnings, the amount of the distribution is deducted from net income and the excess of distributions over earnings is allocated between the General Partner and common units based on how our Partnership Agreement allocates net losses.
 
When earnings are 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 earnings per common 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 the General Partner and common units based on how our Partnership Agreement allocates net earnings.

Diluted earnings per common unit are computed using the treasury stock method, which considers the potential future issuance of limited partner common units. Unvested phantom units are not included in basic earnings per common unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per common unit. For the three month periods ended March 31, 2017 and March 31, 2016, all incremental unvested phantom units were excluded from the calculation of diluted common units because the impact was anti-dilutive. Following the August and September 2016 issuance of the Series A Convertible Preferred Units (the "Preferred Units"), diluted earnings per common unit are computed using the "if converted" method, whereby the amount of net income (loss) and the number of common units issuable are each adjusted as if the Preferred Units had been converted as of the date of issuance. The number of common units that may be issued upon future conversion of the Preferred Units is excluded from the calculation of diluted common units, as the impact would be antidilutive due to the net loss recorded during the three month period ended March 31, 2017.

Goodwill

During the first three months of 2016, low oil and natural gas commodity prices resulted in decreased demand for certain of our products and services. Specifically, demand for low-horsepower wellhead compression services and for sales of compressor equipment decreased significantly and was expected to continue to be decreased for the foreseeable future. In addition, the price per common unit as of March 31, 2016 decreased compared to December 31, 2015. Accordingly, our fair value, as reflected by our market capitalization and other indicators, was less than our carrying value as of March 31, 2016. After making the hypothetical purchase price adjustments as part of the second step of the goodwill impairment test, there was $0.0 million residual purchase price to be allocated to our goodwill. Based on this analysis, we concluded that an impairment of all of our recorded goodwill was required. Accordingly, during the three month period ended March 31, 2016, $92.4 million was charged to Goodwill Impairment expense in the accompanying consolidated statement of operations.

Impairments of Long-Lived Assets
 
During the first quarter of 2016, as a result of continuing decreased demand as a result of current market conditions, we recorded impairments of $7.9 million associated with certain identified intangible assets. This amount was charged to Long-Lived Asset Impairment expense in the accompanying consolidated statement of operations.
 
Accumulated Other Comprehensive Income (Loss)
 
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 (loss). Accumulated other comprehensive income (loss) is included in partners’ capital in the accompanying consolidated balance sheets and consists of the cumulative currency translation adjustments associated with such international operations. Activity within accumulated other comprehensive income (loss) during the three month periods ended March 31, 2017 and 2016, is as follows:

8



 
Three Months Ended 
 March 31,
 
2017
 
2016
 
(In Thousands)
Balance, beginning of period
$
(10,411
)
 
$
(8,393
)
Foreign currency translation adjustment
250

 
(804
)
Balance, end of period
$
(10,161
)
 
$
(9,197
)

Activity within accumulated other comprehensive income includes no reclassifications to net income.

Allocation of Net Income (Loss)
 
Our net income (loss) is allocated to partners’ capital accounts in accordance with the provisions of our partnership agreement.

Distributions
 
On January 20, 2017, our General Partner declared a cash distribution attributable to the quarter ended December 31, 2016 of $0.3775 per common unit. This distribution equates to a distribution of $1.51 per outstanding common unit on an annualized basis. Also on January 20, 2017, our General Partner approved the paid in kind distribution of 193,563 Preferred Units attributable to the quarter ended December 31, 2016 in accordance with the provisions of our partnership agreement, as amended. These distributions were paid on February 14, 2017, to the holders of common units and Preferred Units, respectively, of record as of the close of business on February 1, 2017.
    
On April 21, 2017, our General Partner declared a cash distribution attributable to the quarter ended March 31, 2017 of $0.1875 per common unit. This distribution equates to a distribution of $0.75 per outstanding common unit on an annualized basis, and represents a reduction of approximately 50% from the previous distribution level. Also on April 21, 2017, our General Partner approved the paid in kind distribution of 195,559 Preferred Units attributable to the quarter ended March 31, 2017 in accordance with the provisions of our partnership agreement, as amended. These distributions will be paid on May 15, 2017 to each of the holders of common units and to the holders of the Preferred Units as a group, respectively, of record as of the close of business on May 1, 2017.

Fair Value Measurements

Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date” within an entity’s principal market, if any. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity, regardless of whether it is the market in which the entity will ultimately transact for a particular asset or liability or if a different market is potentially more advantageous. Accordingly, this exit price concept may result in a fair value that may differ from the transaction price or market price of the asset or liability.

Under U.S. generally accepted accounting principles ("GAAP"), the fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value. Fair value measurements should maximize the use of observable inputs and minimize the use of unobservable inputs, where possible. Observable inputs are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs may be needed to measure fair value in situations where there is little or no market activity for the asset or liability at the measurement date and are developed based on the best information available in the circumstances, which could include the reporting entity’s own judgments about the assumptions market participants would utilize in pricing the asset or liability.
We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements are utilized in the determination of the carrying value of our Preferred Units (a Level 3 fair value measurement), which were issued in August and September 2016. We also utilize fair value measurements on a recurring basis in the accounting for our foreign currency forward purchase and sale derivative contracts. For these fair value measurements, we utilize the quoted value as determined by our counterparty financial institution (a level 2 fair value measurement). Fair value measurements are also utilized on a

9



nonrecurring basis, such as in the allocation of purchase consideration for acquisition transactions to the assets and liabilities acquired, including intangible assets and goodwill (a Level 3 fair value measurement), and for the impairment of long-lived assets, including goodwill (a level 3 fair value measurement). The fair value of certain of our financial instruments, which may include cash, accounts receivable, short-term borrowings, and variable-rate long-term debt pursuant to our bank credit agreement, approximate their carrying amounts. The fair values of our publicly traded long-term 7.25% Senior Notes at March 31, 2017 and December 31, 2016 were approximately $282.2 million and $278.2 million, respectively, based on current interest rates on those dates which were different from the stated interest rate on the 7.25% Senior Notes (a level 2 fair value measurement). Those fair values compared to aggregate principal amounts of such notes at March 31, 2017 and December 31, 2016 of $295.9 million.

The Preferred Units are valued using a lattice modeling technique that, among a number of lattice structures, includes significant unobservable items. These unobservable items include (i) the volatility of the trading price of our common units compared to a volatility analysis of equity prices of comparable peer companies, (ii) a yield analysis that utilizes market information related to the debt yields of comparable peer companies, and (iii) a future conversion price analysis. The fair valuation of our Preferred Units liability is increased by, among other factors, projected increases in our common unit price, and by increases in the volatility and decreases in the debt yields of comparable peer companies. Increases (or decreases) in the fair value of our Preferred Units will increase (decrease) the associated liability and result in future adjustments to earnings for the associated valuation losses (gains).
A summary of these recurring fair value measurements as of March 31, 2017 and December 31, 2016 is as follows:
 
 
 
 
Fair Value Measurements Using
Description
 
Total as of
March 31, 2017
 
Quoted Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
 
(In Thousands)
Series A Preferred Units
 
$
89,500

 
$

 
$

 
$
89,500

Liability for foreign currency derivative contracts
 
(113
)
 

 
(113
)
 

 
 
$
89,387

 
 
 
 
 
 

    
 
 
 
 
Fair Value Measurements Using
 
 
 
 
Quoted Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Description
 
Total as of
December 31, 2016
 
 
 
 
 
(In Thousands)
Series A Preferred Units
 
$
88,130

 
$

 
$

 
$
88,130

Asset for foreign currency derivative contracts
 
$
57

 
$

 
$
57

 
$

 
 
$
88,187

 
 
 
 
 
 


10



New Accounting Pronouncements

     In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those years, under either full or modified retrospective adoption. During 2016, in preparation for the adoption of ASU No. 2014-09, we began a review of the various types of customer contract arrangements for our compression services, aftermarket services, and equipment sales operations. These reviews include 1) accumulating all customer contractual arrangements; 2) identifying individual performance obligations pursuant to each arrangement; 3) quantifying consideration under each arrangement; 4) allocating consideration among the identified performance obligations; and 5) determining the timing of revenue recognition pursuant to each arrangement. We have substantially completed these contract reviews and have begun reviewing existing and proposed accounting system processes in order to capture information required to be disclosed under ASU 2014-09. While the timing and amount of revenue recognized for a large portion of our customer contractual arrangements under ASU 2014-09 will not change, in other cases the adoption of ASU No. 2014-09 may have an impact. We anticipate adopting ASU 2014-09 on January 1, 2018 using the modified retrospective adoption method.

In March 2016, the FASB issued ASU 2016-08,"Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" to clarify the guidance on principal versus agent considerations. This ASU does not change the effective date or adoption method under ASU 2014-09 which is noted above.

In April 2016, the FASB issued ASU 2016-10,"Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" to clarify the guidance on identifying performance obligations and the licensing implementation guidance. This ASU does not change the effective date or adoption method under ASU 2014-09, which is noted above.

Additionally, in May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients." This ASU addresses and amends several aspects of ASU 2014-09, but does not change the core principle of the guidance. This ASU does not change the effective date or adoption method under ASU 2014-09 which is noted above.
    
In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory”, which simplifies the subsequent measurement of inventory by requiring entities to measure inventory at the lower of cost or net realizable value, except for inventory measured using the last-in, first-out (LIFO) or the retail inventory methods. The ASU requires entities to compare the cost of inventory to one measure - net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, and is to be applied prospectively with early adoption permitted. As a result of the adoption of this standard during the quarter, there was no material impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" to increase comparability and transparency among different organizations. Organizations are required to recognize lease assets and lease liabilities in the balance sheet and disclose key information about the leasing arrangements and cash flows. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted, under a modified retrospective adoption. We are currently assessing the potential effects of these changes to our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" as part of a simplification initiative. The update addresses and simplifies several aspects of accounting for share-based payment transactions. The ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted, and is to be applied using either modified retrospective, retrospective, or prospective transition method based on which amendment is being applied. Upon adoption of ASU 2016-09, we elected to change our accounting policy to account for forfeitures as they occur, using a prospective transition method. Amendments

11



related to accounting for excess tax benefits have been adopted using a prospective transition method. As a result of the adoption of this standard during the quarter, there was no cumulative effect adjustment, and no material impact on our consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. ASU 2016-13, which has an effective date of the first quarter of fiscal 2022, also applies to employee benefit plan accounting. We are currently assessing the potential effects of these changes to our consolidated financial statements and employee benefit plan accounting.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" to reduce diversity in practice in classification of certain transactions in the statement of cash flows. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted, under a retrospective transition adoption. We are currently assessing the potential effects of these changes to our consolidated financial statements.
In November 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory" which requires companies to account for the income tax effects of intercompany transfers of assets other than inventory when the transfer occurs. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted, under a modified retrospective transition adoption. We are currently assessing the potential effects of these changes to our consolidated financial statements.

NOTE B LONG-TERM DEBT AND OTHER BORROWINGS

Long-term debt consists of the following:
 
 
 
 
March 31, 2017
 
December 31, 2016
 
 
Scheduled Maturity
 
(In Thousands)
Credit Agreement (presented net of the unamortized deferred financing costs of $4.2 million as of March 31, 2017 and $4.5 million as of December 31, 2016)
 
August 4, 2019
 
$
220,801

 
$
217,467

7.25% Senior Notes (presented net of the unamortized discount of $3.2 million as of March 31, 2017 and $3.3 million as of December 31, 2016 and unamortized deferred financing costs of $5.7 million as of March 31, 2017 and $6.0 million as of December 31, 2016)
 
August 15, 2022
 
287,011

 
286,623

 
 
 
 
507,812

 
504,090

Less current portion
 
 
 

 

Total long-term debt
 
 
 
$
507,812

 
$
504,090


Bank Credit Facilities.

On May 5, 2017, we entered into an amendment (the "Fifth Amendment") to our Credit Agreement that modified certain financial covenants in the Credit Agreement, providing that (i) the consolidated total leverage ratio may not exceed (a) 5.95 to 1 as of March 31, 2017; (b) 6.75 to 1 as of June 30, 2017 and September 30, 2017; (c) 6.50 to 1 as of December 31, 2017 and March 31, 2018; (d) 6.25 to 1 as of June 30, 2018 and September 30, 2018; (e) 6.00 to 1 as of December 31, 2018; and (e) 5.75 to 1 as of March 31, 2019 and thereafter; and (ii) the consolidated secured leverage ratio may not exceed 3.25 to 1 as of the end of any fiscal quarter. The consolidated interest coverage ratio was not affected by the Fifth Amendment. In addition, the Fifth Amendment (i) increased the applicable margin by 0.25% in the event the consolidated total leverage ratio exceeds 6.00 to 1, resulting in a range

12



for the applicable margin between 2.00% and 3.50% per annum for LIBOR-based loans and 1.00 to 2.50% per annum for base-rate loans, according to the consolidated total leverage ratio, and (ii) modified the appraisal delivery requirement from an annual requirement to a semi-annual requirement. In connection with the Fifth Amendment, the board of directors of our General Partner adopted resolutions limiting the cash distributions payable on our common units to no more than $0.1875 per common unit for the quarterly period ended June 30, 2017. The Fifth Amendment also included additional revisions that provide flexibility for the issuance of preferred securities.

At March 31, 2017, our consolidated total leverage ratio was 5.67 to 1 (compared to a 5.95 to 1 maximum as allowed under the Credit Agreement), our consolidated secured leverage ratio was 2.45 to 1 (compared to a 3.25 to 1 maximum as allowed under the Credit Agreement) and our consolidated interest coverage ratio was 2.95 to 1 (compared to a 2.25 to 1 minimum as required under the Credit Agreement).

The consolidated total leverage ratio and the consolidated secured leverage ratio, as both are calculated under the Credit Agreement, exclude the long-term liability for the Preferred Units in the determination of total indebtedness.

As of March 31, 2017, we had a balance outstanding under our Credit Agreement of $225.0 million, and we had $1.9 million letters of credit and performance bonds outstanding thereunder, leaving a net availability under the Credit Agreement of $88.1 million. Covenants and other provisions in the Credit Agreement may limit our borrowings of amounts available under the Credit Agreement. We are in compliance with all covenants of our debt agreements as of March 31, 2017.
    
NOTE C – SERIES A CONVERTIBLE PREFERRED UNITS

On August 8, 2016 and September 20, 2016, we entered into Series A Preferred Unit Purchase Agreements (the “Unit Purchase Agreements”) with certain purchasers with regard to our issuance and sale in private placements (the "Initial Private Placement" and "Subsequent Private Placement," respectively) of an aggregate of 6,999,126 Preferred Units for a cash purchase price of $11.43 per Preferred Unit (the “Issue Price”), resulting in total 2016 net proceeds, after deducting certain offering expenses, of approximately $76.9 million. One of the purchasers in the Initial Private Placement was TETRA, which purchased 874,891 of the Preferred Units at the aggregate Issue Price of $10.0 million.

In connection with the closing of the Initial Private Placement, our General Partner executed a Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amended and Restated Partnership Agreement”) to, among other things, authorize and establish the rights and preferences of the Preferred Units. The Preferred Units are a new class of equity security that will rank senior to all classes or series of equity securities of the Partnership with respect to distribution rights and rights upon liquidation. The holders of Preferred Units (each, a “Preferred Unitholder”) receive quarterly distributions, which are paid in kind in additional Preferred Units, equal to an annual rate of 11.00% of the Issue Price (or $1.2573 per Preferred Unit annualized), subject to certain adjustments. The rights of the Preferred Units include certain anti-dilution adjustments, including adjustments for economic dilution resulting from the issuance of common units in the future below a set price.

A ratable portion of the Preferred Units have been, and will continue to be, converted into common units on the eighth day of each month over a period of thirty months that began in March 2017 (each, a “Conversion Date”), subject to certain provisions of the Amended and Restated Partnership Agreement that may delay or accelerate all or a portion of such monthly conversions. On each Conversion Date, a portion of the Preferred Units will convert into common units representing limited partner interests in the Partnership in an amount equal to, with respect to each Preferred Unitholder, the number of Preferred Units held by such Preferred Unitholder divided by the number of Conversion Dates remaining, subject to adjustment described in the Amended and Restated Partnership Agreement, with the conversion price (the "Conversion Price") determined by the trading prices of the common units over the prior month, among other factors, and as otherwise impacted by the existence of certain conditions related to the common units. The maximum aggregate number of common units that could be required to be issued pursuant to the conversion provisions of the Preferred Units is potentially unlimited; however, the Partnership may, at its option, pay cash, or a combination of cash and common units, to the Preferred Unitholders instead of issuing common units on any Conversion Date, subject to certain restrictions as described in the Amended and Restated Partnership Agreement and the Credit Agreement. Including the impact of paid in kind distributions of Preferred Units and the conversion of Preferred Units into common units, the total number of Preferred Units outstanding as of March 31, 2017 was 7,027,510.


13



Because the Preferred Units may be settled using a variable number of common units, the fair value of the Preferred Units is classified as a long-term liability on our consolidated balance sheet in accordance with Accounting Standards Codification 480 "Distinguishing Liabilities and Equity." The fair value of the Preferred Units as of March 31, 2017 was $89.5 million. Changes in the fair value during each quarterly period, including the $1.9 million increase in fair value during the first quarter of 2017, are charged to earnings in the accompanying consolidated statements of operations. Based on the conversion provisions of the Preferred Units, and using the Conversion Price calculated as of March 31, 2017, the theoretical number of common units that would be issued if all of the Preferred Units were settled as of March 31, 2017 would be approximately 8.9 million common units, with an aggregate market value of $86.9 million. A $1 decrease in the average trading price per common unit would result in the issuance of approximately 1.0 million additional common units pursuant to these conversion provisions.

NOTE D – MARKET RISKS AND DERIVATIVE CONTRACTS
 
We are exposed to financial and market risks that affect our businesses. We have currency exchange rate risk exposure related to transactions denominated in a foreign currency as well as to investments in certain of our international operations. As a result of our variable rate bank credit facility, we face market risk exposure related to changes in applicable interest rates. We have concentrations of credit risk as a result of trade receivables owed to us by companies in the energy industry. Our financial risk management activities may at times involve, among other measures, the use of derivative financial instruments, such as swap and collar agreements, to hedge the impact of market price risk exposures.

Foreign Currency Derivative Contracts
 
As of March 31, 2017, we had the following foreign currency derivative contracts outstanding relating to a portion of our foreign operations:
Derivative Contracts
 
US Dollar Notional Amount
 
Traded Exchange Rate
 
Settlement Date

 
(In Thousands)
 

 

Forward sale Mexican peso
 
$
2,485

 
19.64
 
4/19/2017

Under a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries, we may enter into similar derivative contracts from time to time. Although contracts pursuant to this program will serve as economic hedges of the cash flow of our currency exchange risk exposure, they will not be formally designated as hedge contracts or qualify for hedge accounting treatment. Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period.

The fair values of our foreign currency derivative instruments are based on quoted market values as reported to us by our counterparty (a Level 2 fair value measurement). The fair values of our foreign currency derivative instruments as of March 31, 2017 and December 31, 2016, are as follows:
Foreign currency derivative instruments
 
Balance Sheet
 
Fair Value at
 
Location
 
March 31, 2017
 
December 31, 2016
 
 
 
 
(In Thousands)
Forward sale contracts
 
Current assets
 
$

 
$
57

Forward purchase contracts
 
Current liabilities
 
(113
)
 
$

Net asset
 
 
 
$
(113
)
 
$
57


None of the foreign currency derivative contracts contains credit risk related contingent features that would require us to post assets or collateral for contracts that are classified as liabilities. During the three month periods ended March 31, 2017 and March 31, 2016, we recognized $(0.3) million and $0.1 million, respectively, of net gains (losses) associated with our foreign currency derivative program, and such amounts are included in other (income) expense, net, in the accompanying consolidated statement of operations.

NOTE E – RELATED PARTY TRANSACTIONS
 

14



Omnibus Agreement
 
     Under the terms of the Omnibus Agreement entered into on June 20, 2011, and later amended June 20, 2014 (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, Canada, 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. Pursuant to the Omnibus Agreement, we reimburse our General Partner and TETRA for services they provide to us. The Omnibus Agreement will terminate on the earlier of (i) a change of control of the General Partner or TETRA, or (ii) upon any party providing at least 180 days prior written notice of termination.

In January 2017, our General Partner and TETRA agreed that $1.6 million of Amounts Payable to Affiliates as of December 31, 2016 that were charged to us by TETRA under the Omnibus Agreement would be paid with common units in lieu of cash, with the number of common units calculated based on the average trading price of our common units over a defined period. This amount represents certain corporate and general and administrative services for the fourth quarter of 2016. Pursuant to this agreement, 159,192 units were issued to TETRA in January 2017.

In May 2017, our General Partner and TETRA entered into an agreement (the "First Quarter 2017 Omnibus Reimbursement Agreement") whereby $1.7 million of Amounts Payable to Affiliates as of March 31, 2017 that were charged to us by TETRA under the Omnibus Agreement would be paid with common units in lieu of cash, with the number of common units to be calculated based on the average trading price of our common units, subject to limitations, over a defined period that will begin May 12, 2017. This amount represents certain corporate and general and administrative services for the first quarter of 2017. Upon calculation of the number of shares issuable pursuant to the First Quarter 2017 Omnibus Reimbursement Agreement, the common units are expected to be paid to TETRA no later than June 23, 2017.

Under the terms of the Omnibus Agreement, we or TETRA may, but neither of us 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 neither of us are under any obligation to, sell, lease or exchange on a like-kind basis 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.

This description is not a complete discussion of this agreement and is qualified in its entirety by reference to the full text of the complete agreement, which is filed, along with other agreements, as exhibits to our filings with the SEC.

15




Amendment to Partnership Agreement

On and effective as of August 8, 2016, in connection with the closing of the Initial Private Placement of the Preferred Units, our General Partner executed the Amended and Restated Partnership Agreement to, among other things, authorize and establish the rights and preferences of the Preferred Units. For discussion of the issuance of the Preferred Units, see Note C - Series A Convertible Preferred Units.

TETRA and General Partner Ownership

As of March 31, 2017, TETRA's ownership interest in us was approximately 44%, with the common units held by the public representing an approximate 56% interest in us. For discussion of the purchase by TETRA of a portion of the Preferred Units, see Note C - Series A Convertible Preferred Units. Following the Initial Private Placement and Subsequent Private Placement of the Preferred Units, and as of March 31, 2017, TETRA's ownership consisted of approximately 42% of the outstanding common units, 12.6% of the outstanding Preferred Units, and an approximately 2% general partner interest, through which it holds incentive distribution rights. As Preferred Units are converted to common units, it is expected that TETRA's percentage ownership of the common units will decrease.

NOTE F – INCOME TAXES
 
As a partnership, we are generally not subject to income taxes at the entity level because our income is included in the tax returns of our partners. Our operations are treated as a partnership for federal tax purposes with each partner being separately taxed on its share of taxable income. However, a portion of our business is conducted through taxable U.S. corporate subsidiaries. Accordingly, a U.S. federal and state income tax provision has been reflected in the accompanying statements of operations. Certain of our operations are located outside of the U.S., and the Partnership, through its foreign subsidiaries, is responsible for income taxes in these countries.

Despite the pre-tax loss for the three month period ended March 31, 2017, we recorded a provision for income tax, primarily attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes. Our effective tax rate for the three month period ended March 31, 2017 was negative 5.5% primarily due to losses generated in entities for which no related tax benefit has been recorded. The losses generated by these entities do not result in tax benefits due to offsetting valuation allowances being recorded against their net deferred tax assets. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions. Further, the effective tax rate during 2016 was negatively impacted by the nondeductible portion of our goodwill impairments during the three month period ended March 31, 2016.

NOTE G – 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 or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse effect on our financial condition, results of operations, or cash flows. 

NOTE H – SEGMENTS

ASC 280-10-50, “Operating Segments”, defines the characteristics of an operating segment as (i) being engaged in business activity from which it may earn revenues and incur expenses, (ii) being reviewed by the company's chief operating decision maker ("CODM") to make decisions about resources to be allocated and to assess its performance, and (iii) having discrete financial information. Although management of our General Partner reviews our products and services to analyze the nature of our revenue, other financial information, such as certain costs and expenses, and net income are not captured or analyzed by these items. Therefore, discrete financial information is not available by product line and our CODM does not make resource allocation decisions or assess the performance of the business based on these items, but rather in the aggregate. Based on this, our General Partner believes that we operate in one business segment. 

NOTE I — SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
    
The $295.9 million in aggregate principal amount of the 7.25% Senior Notes as of March 31, 2017 is fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several senior unsecured basis, by the following domestic restricted subsidiaries (each a "Guarantor Subsidiary" and collectively the "Guarantor Subsidiaries"):

Compressor Systems, Inc.
CSI Compressco Field Services International LLC
CSI Compressco Holdings LLC
CSI Compressco International LLC
CSI Compressco Leasing LLC

16



CSI Compressco Operating LLC
CSI Compressco Sub, Inc.
CSI Compression Holdings, LLC
Pump Systems International, Inc.
Rotary Compressor Systems, Inc.

As a result of these guarantees, we are presenting the following condensed consolidating financial information pursuant to Rule 3-10 of Regulation S-X. These schedules are presented using the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for our share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions. The Other Subsidiaries column includes financial information for those subsidiaries that do not guarantee the 7.25% Senior Notes. In addition to the financial information of the Partnership, financial information of the Issuers includes CSI Compressco Finance Inc., which had no assets or operations for any of the periods presented.

Condensed Consolidating Balance Sheet
March 31, 2017
(In Thousands)
 
 
Issuers
 
Guarantor
Subsidiaries
 
Other
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets
 
$

 
$
65,888

 
$
24,506

 
$

 
$
90,394

Property, plant, and equipment, net
 

 
612,895

 
22,912

 

 
635,807

Investments in subsidiaries
 
197,370

 
15,999

 

 
(213,369
)
 

Intangible and other assets, net
 

 
35,965

 
331

 

 
36,296

Intercompany receivables
 
302,183

 

 

 
(302,183
)
 

Total non-current assets
 
499,553

 
664,859

 
23,243

 
(515,552
)
 
672,103

Total assets
 
$
499,553

 
$
730,747

 
$
47,749

 
$
(515,552
)
 
$
762,497

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND PARTNERS' CAPITAL
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
$
2,810

 
$
30,483

 
$
2,943

 
$

 
$
36,236

Amounts payable to affiliates
 

 
5,812

 
1,976

 

 
7,788

Long-term debt
 
287,011

 
220,801

 

 

 
507,812

Series A Preferred Units
 
89,500

 

 

 

 
89,500

Intercompany payables
 

 
276,206

 
25,977

 
(302,183
)
 

Other long-term liabilities
 

 
75

 
854

 

 
929

Total liabilities
 
379,321

 
533,377

 
31,750

 
(302,183
)
 
642,265

Total partners' capital
 
120,232

 
197,370

 
15,999

 
(213,369
)
 
120,232

Total liabilities and partners' capital
 
$
499,553

 
$
730,747

 
$
47,749

 
$
(515,552
)
 
$
762,497


17



Condensed Consolidating Balance Sheet
December 31, 2016
(In Thousands)

 
 
Issuers
 
Guarantor
Subsidiaries
 
Other
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets
 
$
35

 
$
74,574

 
$
27,395

 
$

 
$
102,004

Property, plant, and equipment, net
 

 
624,051

 
22,955

 

 
647,006

Investments in subsidiaries
 
214,703

 
15,112

 

 
(229,815
)
 

Intangible and other assets, net
 

 
36,794

 
336

 

 
37,130

Intercompany receivables
 
312,227

 

 

 
(312,227
)
 

Total non-current assets
 
526,930

 
675,957

 
23,291

 
(542,042
)
 
684,136

Total assets
 
$
526,965

 
$
750,531

 
$
50,686

 
$
(542,042
)
 
$
786,140

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND PARTNERS' CAPITAL
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
$
8,089

 
$
31,789

 
$
3,856

 
$

 
$
43,734

Amounts payable to affiliates
 
874

 
3,780

 
1,526

 

 
6,180

Long-term debt
 
286,623

 
217,467

 

 

 
504,090

Series A Preferred Units
 
88,130

 

 

 

 
88,130

Intercompany payables
 

 
282,753

 
29,474

 
(312,227
)
 

Other long-term liabilities
 

 
39

 
718

 

 
757

Total liabilities
 
383,716

 
535,828

 
35,574

 
(312,227
)
 
642,891

Total partners' capital
 
143,249

 
214,703

 
15,112

 
(229,815
)
 
143,249

Total liabilities and partners' capital
 
$
526,965

 
$
750,531

 
$
50,686

 
$
(542,042
)
 
$
786,140



18



Condensed Consolidating Statement of Operations
and Comprehensive Income
Three Months Ended March 31, 2017
(In Thousands)

 
 
Issuers
 
Guarantor
Subsidiaries
 
Other
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
 
$

 
$
60,583

 
$
6,381

 
$
(1,412
)
 
$
65,552

Cost of revenues (excluding depreciation and amortization expense)
 

 
39,237

 
4,236

 
(1,412
)
 
42,061

Selling, general and administrative expense
 
1,043

 
7,401

 
322

 

 
8,766

Depreciation and amortization
 

 
16,524

 
771

 

 
17,295

Interest expense, net
 
7,987

 
2,396

 

 

 
10,383

Series A Preferred FV Adjustment
 
1,865

 

 

 

 
1,865

Other expense, net
 

 
363

 
(401
)
 

 
(38
)
Equity in net income of subsidiaries
 
4,698

 
(637
)
 

 
(4,061
)
 

Income before income tax provision
 
(15,593
)
 
(4,701
)
 
1,453

 
4,061

 
(14,780
)
Provision (benefit) for income taxes
 

 
(3
)
 
816

 

 
813

Net income (loss)
 
(15,593
)
 
(4,698
)
 
637

 
4,061

 
(15,593
)
Other comprehensive income (loss)
 
250

 
250

 
250

 
(500
)
 
250

Comprehensive income (loss)
 
$
(15,343
)
 
$
(4,448
)
 
$
887

 
$
3,561

 
$
(15,343
)



19



Condensed Consolidating Statement of Operations
and Comprehensive Income
Three Months Ended March 31, 2016
(In Thousands)

 
 
Issuers
 
Guarantor
Subsidiaries
 
Other
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
 
$

 
$
75,095

 
$
11,210

 
$
(4,613
)
 
$
81,692

Cost of revenues (excluding depreciation and amortization expense)
 

 
45,313

 
7,676

 
(4,613
)
 
48,376

Selling, general and administrative expense
 
636

 
9,172

 
422

 

 
10,230

Depreciation and amortization
 

 
17,743

 
709

 

 
18,452

Long-lived asset impairment
 

 
7,797

 
69

 

 
7,866

Goodwill impairment
 

 
91,575

 
759

 

 
92,334

Interest expense, net
 
6,480

 
2,322

 

 

 
8,802

Other expense, net
 

 
66

 
222

 

 
288

Equity in net income of subsidiaries
 
98,233

 
(1,249
)
 

 
(96,984
)
 

Income (loss) before income tax provision
 
(105,349
)
 
(97,644
)
 
1,353

 
96,984

 
(104,656
)
Provision (benefit) for income taxes
 

 
589

 
104

 

 
693

Net income (loss)
 
(105,349
)
 
(98,233
)
 
1,249

 
96,984

 
(105,349
)
Other comprehensive income (loss)
 
(804
)
 
(804
)
 
(804
)
 
1,608

 
(804
)
Comprehensive income (loss)
 
$
(106,153
)
 
$
(99,037
)
 
$
445

 
$
98,592

 
$
(106,153
)





20



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2017
(In Thousands)

 
 
Issuers
 
Guarantor
Subsidiaries
 
Other
Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided by (used in) operating activities
 
$

 
$
5,419

 
$
(3,598
)
 
$

 
$
1,821

Investing activities:
 
 
 
 
 
 
 
 
 
 
Purchases of property, plant, and equipment, net
 

 
(7,588
)
 
373

 

 
(7,215
)
Intercompany investment activity
 
12,883

 

 

 
(12,883
)
 

Advances and other investing activities
 

 
36

 

 

 
36

Net cash provided by (used in) investing activities
 
12,883

 
(7,552
)
 
373

 
(12,883
)
 
(7,179
)
Financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from long-term debt
 

 
29,500

 

 

 
29,500

Payments of long-term debt
 

 
(26,500
)
 

 

 
(26,500
)
Distributions
 
(12,883
)
 

 

 

 
(12,883
)
Other Financing Activities
 

 
(185
)
 

 

 
(185
)
Intercompany contribution (distribution)
 

 
(12,883
)
 

 
12,883

 

Net cash provided by (used in) financing activities
 
(12,883
)
 
(10,068
)
 

 
12,883

 
(10,068
)
Effect of exchange rate changes on cash
 

 

 
52

 

 
52

Increase (decrease) in cash and cash equivalents
 

 
(12,201
)
 
(3,173
)
 

 
(15,374
)
Cash and cash equivalents at beginning of period
 

 
12,201

 
8,596

 

 
20,797

Cash and cash equivalents at end of period
 
$

 
$

 
$
5,423

 
$

 
$
5,423



21



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2016
(In Thousands)

 
 
Issuers
 
Guarantor
Subsidiaries
 
Other
Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided by (used in) operating activities
 
$

 
$
14,201

 
$
894

 
$

 
$
15,095

Investing activities:
 
 
 
 
 
 
 
 
 
 
Purchases of property, plant, and equipment, net
 

 
1,048

 
(2,401
)
 

 
(1,353
)
Intercompany investment activity
 
12,784

 

 

 
(12,784
)
 

Advances and other investing activities
 

 
20

 

 

 
20

Net cash provided by (used in) investing activities
 
12,784

 
1,068

 
(2,401
)
 
(12,784
)
 
(1,333
)
Financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from long-term debt
 

 
29,000

 

 

 
29,000

Payments of long-term debt
 

 
(30,000
)
 

 

 
(30,000
)
Distributions
 
(12,784
)
 

 

 

 
(12,784
)
Intercompany contribution (distribution)
 

 
(12,784
)
 

 
12,784

 

Net cash provided by (used in) financing activities
 
(12,784
)
 
(13,784
)
 

 
12,784

 
(13,784
)
Effect of exchange rate changes on cash
 

 

 
(308
)
 

 
(308
)
Increase (decrease) in cash and cash equivalents
 

 
1,485

 
(1,815
)
 

 
(330
)
Cash and cash equivalents at beginning of period
 

 
2,711

 
7,909

 

 
10,620

Cash and cash equivalents at end of period
 
$

 
$
4,196

 
$
6,094

 
$

 
$
10,290


NOTE J – SUBSEQUENT EVENTS

On April 21, 2017, our General Partner declared a cash distribution attributable to the quarter ended March 31, 2017 of $0.1875 per common unit. This distribution equates to a distribution of $0.75 per outstanding common unit, on an annualized basis, and represents a reduction of approximately 50% from the previous distribution level. Also on April 21, 2017, our General Partner approved the paid-in-kind distribution of 195,559 Preferred Units attributable to the quarter ended March 31, 2017, in accordance with the provisions of our partnership agreement, as amended. These distributions will be paid on May 15, 2017 to each of the holders of common units, and to the holders of the Preferred Units as a group, respectively, of record as of the close of business on May 1, 2017.

On April 8, 2017, 242,328 Preferred Units were converted into 316,914 common units. On May 8, 2017, 242,328 Preferred Units were converted into 392,883 common units.

22



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included in this Quarterly Report. In addition, the following discussion and analysis also should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 28, 2017. This discussion includes forward-looking statements that involve certain risks and uncertainties.
 
Business Overview
 
During the first quarter of 2017, and in response to improving oil and natural gas prices compared to early 2016, we continue to see signals of an improving market environment for the energy services industry generally and for the compression services and equipment business specifically. While revenues are decreased during the first quarter of 2017 compared to the corresponding prior year period, we have seen improvement compared to the most recent quarterly periods in overall compressor fleet utilization as well as an easing in customer pricing pressure. Our over-800 HP compressor fleet packages have performed at a higher utilization rate than our below-100 HP and our 101-800 HP compressor fleet packages in the current economic environment. Revenues from sales of new equipment also decreased during the first quarter of 2017 compared to the prior year period, as the current reduced capital expenditure levels for compression projects of our customers have adversely impacted demand for our new compressor packages. However, we have seen a small increase in our backlog for new equipment sales as of March 31, 2017 compared to December 31, 2016, an indicator that demand for equipment sales may also be improving. As the recovery from the industry downturn is expected to be gradual and prolonged, we have continued to focus on maintaining a low cost environment that includes strong spending disciplines over operating expenses as well as capital expenditure levels. We plan to fund our capital expenditure needs through operating cash flows, borrowings under our Credit Agreement, and potentially other sources, if necessary. Our deferral of capital projects could affect our ability to compete in the future. Although our employee headcount remains reduced and the suspension of 401(k) employer contributions continues, during the first quarter of 2017 we reinstated employee salaries to the levels prior to early 2016 salary reductions. We also continue to negotiate with our suppliers and service providers to reduce costs. In addition, we continue to progress on a system software development project designed to improve operating and administrative efficiencies beginning in late 2017 and allow us to further reduce costs going forward.
Anticipating an extended period of recovery in levels of revenues and operating cash flows, we continue to focus on liquidity and our ability to maintain compliance with financial covenants under our bank revolving credit facility (as amended, the "Credit Agreement"). In April 2017, our General Partner declared a reduced common unit cash distribution attributable to the quarter ended March 31, 2017 of $0.1875 per common unit. This distribution equates to a distribution of $0.75 per outstanding common unit, on an annualized basis, representing a decrease of approximately 50% from the previous distribution level. We anticipate that we will utilize the increased funds available as a result of the current reduced level of distributions to reduce the amount of borrowings outstanding and to fund growth capital expenditures in advance of expected increased demand for compression services. In May 2017, we entered into an amendment of the Credit Agreement that, among other things, favorably amended certain financial covenants. In addition, beginning with the March 8, 2017 initial conversion of our Series A Convertible Preferred Units (the "Preferred Units"), we have begun to reduce our liability for the Preferred Units through the issuance of common units. (For further discussion of the Preferred Units, see Cash Flows - Financing Activities section below.) Each of the steps noted above is expected to enhance our liquidity position and improve our ability to maintain compliance with Credit Agreement covenants in the event current market conditions persist. Additional steps may be taken in the future. The scheduled maturities of our long-term debt are August 2019 for our Credit Agreement and August 2022 for the remaining 7.25% Senior Notes.

How We Evaluate Our Operations
 
Operating Expenses. We use operating expenses as a performance measure for our business. We track our operating expenses using month-to-month, quarter-to-quarter, year-to-date, and year-to-year comparisons and as compared to budget. This analysis is useful in identifying adverse cost trends and allows us to investigate the cause of these trends and implement remedial measures if possible. The most significant portions of our operating expenses are for our field labor, repair and maintenance of our equipment, and for the fuel and other supplies consumed while providing our services. Other materials consumed while performing our services, ad valorem taxes,

23



other labor costs, truck maintenance, rent on storage facilities, and insurance expenses comprise the significant remainder of our operating expenses. Our operating expenses generally fluctuate with our level of activity.

Our labor costs consist primarily of wages and benefits for our field and fabrication personnel, as well as expenses related to their training and safety. Additional information regarding our operating expenses for the three month periods ended March 31, 2017, is provided within the Results of Operations sections below.
 
Adjusted EBITDA. We view Adjusted EBITDA as one of our primary management tools, and we track it on a monthly basis, both in dollars and as a percentage of revenues (typically compared to the prior month, prior year period, and to budget). We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, and before certain non-cash charges, consisting of impairments, bad debt expense attributable to bankruptcy of customer, equity compensation, non-cash costs of compressors sold, fair value adjustments of our Preferred Units, administrative expenses under the Omnibus Agreement paid in equity using common units, and excluding acquisition and transaction costs and severance. This definition conforms closely to the definition used in the financial covenant provisions in our Credit Agreement. Adjusted EBITDA is used as a supplemental financial measure by our management and by external users of our financial statements, including investors, to:
assess our ability to generate available cash sufficient to make distributions to our common unitholders and General Partner;
evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;
measure operating performance and return on capital as compared to our competitors;
determine our ability to incur and service debt and fund capital expenditures; and
monitor the financial performance measures used in our Credit Agreement financial covenants.

     The following table reconciles net income (loss) to Adjusted EBITDA for the periods indicated:
 
 
Three Months Ended 
 March 31,
 
2017
 
2016
 
(In Thousands)
Net income (loss)
$
(15,593
)
 
$
(105,349
)
Provision (benefit) for income taxes
813

 
693

Depreciation and amortization
17,295

 
18,452

Impairments of long-lived assets

 
7,866

Goodwill Impairment

 
92,334

Interest expense, net
10,383

 
8,802

Equity compensation
956

 
636

Series A Preferred transaction costs
37

 

Series A Preferred fair value adjustments
1,865

 

Omnibus expense paid in equity
1,746

 

Severance
55

 
243

Non-cash cost of compressors sold
2,316

 
1,765

Adjusted EBITDA
$
19,873

 
$
25,442

 

24



The following table reconciles cash flow from operating activities to Adjusted EBITDA:
 
Three Months Ended 
 March 31,
 
2017
 
2016
 
(In Thousands)
Cash flow from operating activities
$
1,821

 
$
15,095

Changes in current assets and current liabilities
6,370

 
(196
)
Deferred income taxes
(122
)
 
(145
)
Other non-cash charges
(1,274
)
 
(815
)
Interest expense, net
10,383

 
8,802

Series A Preferred accrued paid in kind distributions
(2,235
)
 

Provision (benefit) for income taxes
813

 
693

Omnibus expense paid in equity
1,746

 

Severance
55

 
243

Non-cash cost of compressors sold
2,316

 
1,765

Adjusted EBITDA
$
19,873

 
$
25,442


Free Cash Flow. We define Free Cash Flow as cash from operations less capital expenditures, net of sales proceeds. Management primarily uses this metric to assess our ability to retire debt, evaluate our capacity to further invest and grow, and measure our performance as compared to our peers.

 
Three Months Ended 
 March 31,
 
2017
 
2016
 
(In Thousands)
Cash from operations
$
1,821

 
$
15,095

Capital expenditures, net of sales proceeds
(7,215
)
 
(1,353
)
Free cash flow
$
(5,394
)
 
$
13,742

    
Adjusted EBITDA and Free Cash Flow are financial measures that are not in accordance with U.S. generally accepted accounting principles (a "non-GAAP financial measure") and should not be considered an alternative to net income, operating income, cash flows from operating activities, or any other measure of financial performance presented in accordance with U.S. generally accepted accounting principles ("GAAP"). These measures may not be comparable to similarly titled financial metrics of other entities, as other entities may not calculate Adjusted EBITDA or Free Cash Flow in the same manner as we do. Management compensates for the limitations of Adjusted EBITDA and Free Cash Flow as an analytical tool by reviewing the comparable GAAP measures, understanding the differences between the measures, and incorporating this knowledge into management’s decision-making processes. Adjusted EBITDA and Free Cash Flow should not be viewed as indicative of the actual amount we have available for distributions or that we plan to distribute for a given period, nor should it be equated with “available cash” as defined in our partnership agreement.

Horsepower Utilization Rate of our Compressor Packages. We measure the horsepower utilization rate of our fleet of compressor packages as the amount of horsepower of compressor packages used to provide services as of a particular date, divided by the amount of horsepower of compressor packages in our services fleet as of such date. Management primarily uses this metric to determine our future need for additional compressor packages for our service fleet and to measure marketing effectiveness.
 
The following table sets forth the total horsepower in our compression services fleet, our total horsepower in service, and our horsepower utilization rate as of the dates shown.

25



 
March 31,
 
2017
 
2016
Horsepower
 
 
 
Total horsepower in fleet
1,108,523

 
1,130,674

Total horsepower in service
853,200

 
872,873

Total horsepower utilization rate
77.0
%
 
77.2
%

The following table sets forth our horsepower utilization rates by each horsepower class of our compressor fleet as of the dates shown.

 
March 31,
 
2017
 
2016
Horsepower utilization rate by class
 
 
 
Low horsepower (0-100)
62.9
%
 
67.9
%
Mid-horsepower (101-800)
72.1
%
 
71.9
%
High-horsepower (801 and over)
87.0
%
 
85.9
%

Net Increases/Decreases in Compression Fleet Horsepower. We measure the net increase (or decrease) in our compression fleet horsepower during a given period of time by taking the difference between the aggregate horsepower of compressor packages added to the fleet during the period, less the aggregate horsepower of compressor packages removed from the fleet during the period. We measure the net increase (or decrease) in our compression fleet horsepower in service during a given period of time by taking the difference between the aggregate horsepower of compressor packages placed into service during the period, less the aggregate horsepower of compressor packages removed from service during the period.
New Equipment Sales Backlog. Our equipment sales business includes the fabrication and sale of standard compressor packages, custom-designed compressor packages, and oilfield fluid pump systems designed and fabricated primarily at our facility in Midland, Texas. The equipment is fabricated to customer and standard specifications, as applicable. Our custom fabrication projects are typically greater in size and scope than standard fabrication projects, requiring more labor, materials, and overhead resources. Our fabrication business requires diligent planning of those resources and project and backlog management in order to meet the customer delivery dates and performance criteria. As of March 31, 2017, our new equipment sales backlog was approximately $23.8 million, of which $21.6 million is expected to be recognized through the year ended December 31, 2017, based on title passing to the customer, the customer assuming the risks of ownership, reasonable assurance of collectability, and delivery occurring as directed by our customer. Our new equipment sales backlog consists of firm customer orders for which a purchase or work order has been received, satisfactory credit or financing arrangements exists, and delivery has been scheduled. Our new equipment sales backlog is a measure of marketing effectiveness that allows us to plan future labor needs and measure our success in winning bids from our customers.

Critical Accounting Policies and Estimates
 
There have been no material changes or developments in the evaluation of the accounting estimates and the underlying assumptions or methodologies pertaining to our Critical Accounting Policies and Estimates disclosed in our Form 10-K for the year ended December 31, 2016. In preparing our consolidated financial statements, we make assumptions, estimates, and judgments that affect the amounts reported. We periodically evaluate these estimates and judgments, including those related to potential impairments of long-lived assets (including goodwill), the useful life of long-lived assets, the collectability of accounts receivable, and the allocation of acquisition purchase price. Our estimates are based on historical experience and on future expectations that we believe are reasonable. The fair values of a large portion of our total assets and liabilities are measured using significant unobservable inputs. The combination of these factors forms the basis for judgments made about the carrying values of assets and liabilities that are not readily apparent from other sources. These judgments and estimates may change as new events occur, as new information is acquired, and as changes in our operating environments are encountered. Actual results are likely to differ from our current estimates, and those differences may be material.


26



Results of Operations

Three months ended March 31, 2017 compared to three months ended March 31, 2016
 
Three Months Ended March 31,
 
 
 
 
 
Period-to-Period Change
 
Percentage of Total Revenues
 
Period-to-Period Change
Consolidated Results of Operations
2017
 
2016
 
2017 vs. 2016
 
2017
 
2016
 
2017 vs. 2016
 
(In Thousands)
 
 
 
 
 
 
Revenues:
 

 
 

 
 
 
 
 
 
 
 
Compression and related services
$
50,497

 
$
62,411

 
$
(11,914
)
 
77.0
 %
 
76.4
 %
 
(19.1
)%
Aftermarket services
9,387

 
8,587

 
800

 
14.3
 %
 
10.5
 %
 
9.3
 %
Equipment sales
5,668

 
10,694

 
(5,026
)
 
8.6
 %
 
13.1
 %
 
(47.0
)%
Total revenues
65,552

 
81,692

 
(16,140
)
 
100.0
 %
 
100.0
 %
 
(19.8
)%
Cost of revenues:
 
 
 
 
 
 
 

 
 

 
 

Cost of compression and related services
29,043

 
31,805

 
(2,762
)
 
44.3
 %
 
38.9
 %
 
(8.7
)%
Cost of aftermarket services
7,622

 
6,618

 
1,004

 
11.6
 %
 
8.1
 %
 
15.2
 %
Cost of equipment sales
5,396

 
9,953

 
(4,557
)
 
8.2
 %
 
12.2
 %
 
(45.8
)%
Total cost of revenues
42,061

 
48,376

 
(6,315
)
 
64.2
 %
 
59.2
 %
 
(13.1
)%
Depreciation and amortization
17,295

 
18,452

 
(1,157
)
 
26.4
 %
 
22.6
 %
 
(6.3
)%
Long-lived asset impairment

 
7,866

 
(7,866
)
 
 %
 
9.6
 %
 
100.0
 %
Selling, general and administrative expense
8,766

 
10,230

 
(1,464
)
 
13.4
 %
 
12.5
 %
 
(14.3
)%
Goodwill impairment

 
92,334

 
(92,334
)
 
 %
 
113.0
 %
 
100.0
 %
Interest expense, net
10,383

 
8,802

 
1,581

 
15.8
 %
 
10.8
 %
 
18.0
 %
Series A Preferred fair value adjustment
1,865

 

 
1,865

 
2.8
 %
 
 %
 
100.0
 %
Other (income) expense, net
(38
)
 
288

 
(326
)
 
(0.1
)%
 
0.4
 %
 
(113.2
)%
Income (loss) before income taxes
(14,780
)
 
(104,656
)
 
89,876

 
(22.5
)%
 
(128.1
)%
 
(85.9
)%
Provision (benefit) for income taxes
813

 
693

 
120

 
1.2
 %
 
0.8
 %
 
17.3
 %
Net income (loss)
$
(15,593
)
 
$
(105,349
)
 
$
89,756

 
(23.8
)%
 
(129.0
)%
 
(85.2
)%
 
Revenues
 
Compression and related services revenues decreased $11.9 million in the current year quarter compared to the corresponding prior year quarter due to overall reduced demand for compressor services, as reflected by customer pricing. Compression and related services revenues have also decreased due to the impact of recent sales of compressor packages that were previously in service. Total horsepower utilization rate as of March 31, 2017 was consistent at 77.0% compared to 77.2% as of March 31, 2016, despite decreased utilization of our below-100 HP compressor fleet packages. The utilization rate as of March 31, 2017 includes the impact of recent sales of used compressor packages. The reduction in service fleet and the downward pressure on compression services pricing that we experienced throughout much of 2016 is reflected in this 19.1% decrease in compression and related services revenue during the first quarter of 2017 compared to the prior year quarter. Further pricing pressure began to diminish in late 2016, largely due to improved natural gas prices which have continued during the current year quarter compared to the prior year quarter. Demand for below-100 horsepower production enhancement compression and related services applications, including for liquids-rich resource plays and vapor recovery applications, continues to be decreased compared to the prior year period. Utilization of our medium-horsepower (101-800 HP) and high-horsepower (over 800 HP) compression and related services applications, which include natural gas gathering and transmission applications, is increased as of March 31, 2017 compared to the prior year period, and have remained more consistent than our below-100 HP fleet during this extended downturn. We have seen our overall compressor fleet horsepower utilization rates increase for the past two consecutive quarters, approaching the overall utilization rate from the prior year period. As a result, we are reviewing opportunities to increase certain horsepower categories of our compressor fleet, while continuing our effort to restrict overall growth capital expenditures. Aftermarket services revenues increased during the current

27



year quarter compared to the prior year quarter, also reflecting improving demand as a result of increased natural gas prices.

In addition to the decrease in consolidated compression and related services revenues, there was a decrease of $5.0 million in revenues from the sales of equipment during the current year quarter compared to the corresponding prior year quarter. Our backlog associated with new equipment sales decreased significantly throughout 2016 but has increased slightly during the first quarter of 2017, to $23.8 million as of March 31, 2017 compared to $21.6 million and $26.4 million as of December 31, 2016 and March 31, 2016, respectively, an indicator that demand for equipment sales may also be improving. Much of this new equipment sales backlog is associated with customer gas gathering and pump projects. The level of revenues from equipment sales is typically volatile and difficult to forecast, as these revenues are tied to specific customer projects that vary in scope, design, complexity, and customer needs. In comparison, our revenues from compression and related services and aftermarket services are typically more consistent and predictable.

Cost of revenues
 
The decrease in the cost of compression and related services revenue compared to the prior year quarter was primarily a result of the overall market decline compared to the corresponding prior year quarter. Despite the market decline, costs of compression and related services as a percent of associated revenues was increased compared to the prior year quarter primarily due to the impact of decreased customer pricing. The cost of compression and related services as a percentage of compression and related services revenues was 57.5% and 48.2% during the current and prior year quarters, respectively.

Cost of equipment sales revenues decreased in accordance with the decrease in associated revenues. As a result of cost reduction efforts, the costs of equipment sales as a percentage of equipment sales revenues decreased despite the absorption of additional period costs per sales unit for the current year quarter compared to the corresponding prior year quarter.

Depreciation and amortization
 
Depreciation and amortization expense primarily consists of the depreciation of compressor packages in our service fleet. In addition, it includes the depreciation of other operating equipment and facilities and the amortization of intangibles. Depreciation and amortization expense decreased $1.2 million compared to the prior year quarter as a result of long-lived asset disposals and the first quarter of 2016 impairments that reduced the amount of our assets subject to depreciation.

Selling, general and administrative expense
 
Selling, general and administrative expenses have decreased during the current year quarter compared to the corresponding prior year quarter. This decrease is largely due to decreased professional fees of $1.1 million. In addition, other general expenses such as office, tax, and insurance expenses decreased by $0.8 million. Partially offsetting these decreases, employee expenses, including salaries, incentives, and equity compensation increased by $0.5 million. Selling, general and administrative expense as a percentage of revenues increased compared to the corresponding prior year period, reflecting the decrease in revenues compared to the corresponding prior year period.

28



Goodwill impairment

During the first three months of 2016, low oil and natural gas commodity prices resulted in decreased demand for certain of our products and services. Specifically, demand for low-horsepower wellhead compression services and for sales of compressor equipment decreased significantly and as of March 31, 2016 was expected to continue to be decreased for the foreseeable future. In addition, the price per common unit as of March 31, 2016 decreased compared to December 31, 2015. Accordingly, our fair value, as reflected by our market capitalization and other indicators, was less than our carrying value as of March 31, 2016. When such triggering events have occurred, Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350-20 "Goodwill" requires that a test of goodwill impairment be performed consistent with the year-end annual testing requirement. As part of the test of goodwill impairment at quarter end, we estimated our fair value, and determined, based on this estimated value, that impairment of all of our remaining goodwill was necessary, primarily due to the market factors discussed above. Accordingly, during the three month period ended March 31, 2016, $92.4 million was charged to Goodwill Impairment expense.

Interest expense, net
 
Interest expense, net, increased compared to the corresponding prior year period due to increased expense associated with the Preferred Units, due to the impact of paid in kind distributions that accrue to the holders of the Preferred Units. (See Note C - Series A Convertible Preferred Units for a further discussion of the Preferred Units.) This increase in interest expense following the issuance of the Preferred Units more than offset the impact of our repurchase of $54.1 million principal amount of 7.25% Senior Notes during September and October 2016. Interest expense, net, during the current and prior year periods also includes $0.8 million and $0.8 million, respectively, of finance cost amortization and other non-cash charges.

Series A Preferred fair value adjustment

Series A Preferred fair value adjustment was $1.9 million during the first quarter of 2017. The fair value of the Preferred Units is classified as a long-term liability on our consolidated balance sheet in accordance with ASC 480 "Distinguishing Liabilities and Equity" and changes in the fair value during each quarterly period, if any, are charged to earnings. As of March 31, 2017, the fair value of the Preferred Units was $89.5 million, which resulted in a non-cash charge of $1.9 million during the period. Changes in the fair value of the Preferred Units may generate additional volatility to our earnings going forward.

Other (income) expense, net
 
Other (income) expense, net, was $0.0 million during the current year quarter compared to $0.3 million during the corresponding prior year quarter. This decrease is due to $0.2 million of increased gains related to the sale of assets.
 
Provision for income taxes
 
As a partnership, we are generally not subject to income taxes at the entity level because our income is included in the tax returns of our partners. Our operations are treated as a partnership for federal tax purposes with each partner being separately taxed on its share of taxable income. However, a portion of our business is conducted through taxable U.S. corporate subsidiaries. Accordingly, a U.S. federal and state income tax provision has been reflected in the accompanying statements of operations. Certain of our operations are located outside of the U.S. and the Partnership, through its foreign subsidiaries, is responsible for income taxes in these countries.

Despite the pre-tax loss for the three month period ended March 31, 2017, we recorded a provision for income tax, primarily attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes. Our effective tax rate for the three month period ended March 31, 2017 was negative 5.5% primarily due to losses generated in entities for which no related tax benefit has been recorded. The losses generated by these entities do not result in tax benefits due to offsetting valuation allowances being recorded against their net deferred tax assets. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions. Further, the effective tax rate during 2016 was negatively impacted by the nondeductible portion of our goodwill impairments during the three month period ended March 31, 2016.

29



 
Liquidity and Capital Resources
 
Our primary cash requirements are for distributions, working capital requirements, normal operating expenses, and capital expenditures. See discussion below of the impact of recent amendment to our Credit Agreement and the decision of our General Partner to reduce the level of distributions. Our sources of funds are our existing cash balances, cash generated from our operations, long-term and short-term borrowings, and leases, which we believe will be sufficient to meet our working capital requirements during the remainder of 2017 and into 2018. Continued competitive market environments have resulted in additional challenges in each of our domestic and international business regions. Although oil and natural gas prices have increased compared to early 2016, we expect that demand for certain of our products and services will continue to be lower than pre-2015 levels for the foreseeable future. While remaining committed to a long-term growth strategy, our near-term focus during this period of reduced demand is to preserve and enhance liquidity through strategic operating and financial measures.

Our cash flows from operating activities decreased for the three months ended March 31, 2017 when compared to the corresponding prior year period by $13.3 million, primarily as a result of the decreased operations revenues and due to working capital needs. Cash flows used in investing activities for the three months ended March 31, 2017 increased $5.8 million when compared to the corresponding prior year period, as capital expenditure activity has increased primarily associated with a system software development project, and despite the decision to defer service fleet expansion and other capital expenditures. Cash flows used by financing activities were $10.1 million for the three months ended March 31, 2017 compared to cash flows used in financing activities of $13.8 million in the corresponding prior year period, primarily due to reduced debt repayments during the current year period. A summary of our sources and uses of cash during the three month periods ended March 31, 2017 and 2016 is as follows:

 
Three Months Ended March 31,
 
2017
 
2016
Operating activities
$
1,821

 
$
15,095

Investing activities
(7,179
)
 
(1,333
)
Financing activities
(10,068
)
 
(13,784
)

We are in compliance with all covenants of our Credit Agreement as of March 31, 2017. We have reviewed our financial forecasts as of May 9, 2017 and for the subsequent twelve month period, which consider the impact of the May 2017 amendment to our Credit Agreement, and the current level of distributions to our common unitholders. Based on this review and the current market conditions as of May 9, 2017, we believe that despite the current industry environment and activity levels, we will have adequate liquidity, earnings, and operating cash flows to fund our operations and debt obligations and maintain compliance with debt covenants through May 9, 2018. We expect to fund any future acquisitions and capital expenditures with cash flow generated from our operations, funds available under our Credit Agreement, and funds received from the issuance of additional debt and equity securities. However, we are subject to business and operational risks that could materially adversely affect our cash flows. Please read Part I, Item 1A "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2016.
 
Future growth in our operations, both internationally and in the U.S., may require ongoing significant capital expenditure investment. The level of future growth capital expenditures depends on forecasted demand for compression services. If the forecasted demand for compression services during 2017 increases or decreases, the amount of planned expenditures on growth and expansion will be adjusted accordingly. We have adjusted our expected capital expenditures and anticipate that our estimated total gross capital expenditures (excluding asset disposals and associated proceeds) in 2017 will range from $15.0 million to $30.0 million, including $12.0 million to $15.0 million of estimated maintenance capital expenditures. During the current period of reduced demand for our products and services, we are reviewing all capital expenditure plans carefully in an effort to conserve cash and fund our liquidity needs. The deferral of capital projects could affect our ability to compete in the future.
 
Our capital expenditure program consists of both expansion capital expenditures and maintenance capital expenditures. Expansion capital expenditures consist of expenditures for acquisitions or capital improvements that increase our capacity, either by fabricating new compressor packages to expand our compression services fleet,

30



purchasing support equipment or other assets, or through the upgrading of existing compressor packages to increase their capabilities. Expansion capital expenditures generally result in our ability to generate increased revenues. Maintenance capital expenditures consist of expenditures to maintain our compressor package fleet or support equipment without increasing its capacity. Maintenance capital expenditures are intended to maintain or sustain the current level of operating capacity and include the maintenance of existing assets and the replacement of obsolete assets. Routine repair and maintenance is charged to expense as incurred. A large portion of our capital expenditures during the current year period was associated with a system software development project designed to improve operating and administrative efficiencies beginning in 2017 that we believe will allow us to further reduce costs going forward.

On April 21, 2017, our General Partner declared a cash distribution attributable to the quarter ended March 31, 2017 of $0.1875 per common unit. This distribution equates to a distribution of $0.75 per outstanding common unit, on an annualized basis, and represents a reduction of approximately 50% from the previous distribution level. Also on April 21, 2017, our General Partner approved the paid-in-kind distribution of 195,559 Preferred Units attributable to the quarter ended March 31, 2017, in accordance with the provisions of our partnership agreement, as amended. These quarterly distributions will be paid on May 15, 2017 to each of the holders of common units and to the holders of the Preferred Units as a group, respectively, of record as of the close of business on May 1, 2017.

Cash Flows
 
Operating Activities
 
Net cash from operating activities decreased by $13.3 million during the three month period ended March 31, 2017 to $1.8 million compared to $15.1 million for the corresponding prior year period. Cash provided from operating activities decreased during the first three months of 2017 primarily as a result of decreased operations revenues and due to working capital needs. We continue to monitor the evolving financial condition of many of our customers during this current downturn, balancing the benefits of generating operating cash flows with the risk of exposing our businesses to additional credit risk exposure. Our cash provided from operating activities is primarily generated from the provision of compression and related services and the sale of new compression packages. Although the demand for compression and related services shows signs of improving and the level of new equipment sales backlog as of March 31, 2017 has increased compared to December 31, 2016, we expect revenues and operating cash flows to continue to be decreased compared to pre-2015 periods.

Cash provided from our foreign operations is subject to various uncertainties, including the volatility associated with interruptions caused by customer budgetary decisions, uncertainties regarding the renewal of our existing customer contracts, and other changes in contract arrangements, security concerns, the timing of collection of our receivables, and the repatriation of cash generated by our operations.

Investing Activities
 
Capital expenditures during the three month period ended March 31, 2017 increased by $5.9 million compared to the corresponding prior year period, primarily reflecting the capital expenditures associated with a system software development project designed to improve operating and administrative efficiencies beginning in 2017 which we believe will allow us to further reduce costs going forward. This increase in capital expenditures occurred despite the deferral of a significant amount of fleet expansion and other capital expenditure projects in light of current demand levels. Total capital expenditures, net of disposals and proceeds, during the current year period of $7.2 million include $4.6 million of maintenance capital expenditures and are net of $2.8 million of non-cash cost of compression units sold. The level of growth capital expenditures depends on forecasted demand for compression services. If the forecasted demand for compression services during 2017 increases or decreases, the amount of planned expenditures on growth and expansion will be adjusted accordingly. During the current period of reduced demand for our products and services, we are reviewing all capital expenditure plans carefully in an effort to conserve cash and fund our liquidity needs.

Financing Activities
 
Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash, as defined in our Partnership Agreement, to our common unitholders of record on the applicable record date and to our General Partner. In addition, our partnership agreement, as amended in August 2016,

31



requires that, within 45 days after the end of each quarter, we make a distribution to holders of our Preferred Units of additional paid in kind Preferred Units equal to 2.75% of the Issue Price (11% of $11.43 per Preferred Unit on an annualized basis). During the three month period ended March 31, 2017, we distributed $12.9 million of cash distributions to our common unitholders and General Partner. This distribution equated to $0.3775 per common unit. On April 21, 2017, our General Partner declared a cash distribution attributable to the quarter ended March 31, 2017 of $0.1875 per common unit. This distribution equates to a distribution of $0.75 per outstanding common unit on an annualized basis, and representing an approximately 50.0% decrease from the previous distribution level. We anticipate that we will utilize the increased funds available as a result of the current reduced level of distributions to reduce the amount of borrowings outstanding and to fund growth capital expenditures in advance of expected increased demand for compression services. Also on April 21, 2017, our General Partner approved the paid-in-kind distribution of 195,559 Preferred Units attributable to the quarter ended March 31, 2017. These distributions will be paid on May 15, 2017 to each of the holders of our common units, and to the holders of the Preferred Units as a group, respectively, of record as of the close of business on May 1, 2017.

Series A Convertible Preferred Units

On August 8, 2016 and September 20, 2016, we entered into Series A Preferred Unit Purchase Agreements (the “Unit Purchase Agreements”) with certain purchasers with regard to our issuance and sale in private placements (the "Initial Private Placement" and "Subsequent Private Placement," respectively) of an aggregate of 6,999,126 Preferred Units for a cash purchase price of $11.43 per Preferred Unit (the “Issue Price”), resulting in total 2016 net proceeds, after deducting certain offering expenses, of approximately $76.9 million. One of the purchasers in the Initial Private Placement was TETRA, which purchased 874,891 of the Preferred Units at the aggregate Issue Price of $10.0 million.

In connection with the closing of the Initial Private Placement, our General Partner executed a Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amended and Restated Partnership Agreement”) to, among other things, authorize and establish the rights and preferences of the Preferred Units. The Preferred Units are a new class of equity security that will rank senior to all classes or series of equity securities of the Partnership with respect to distribution rights and rights upon liquidation. The holders of Preferred Units (each, a “Preferred Unitholder”) receive quarterly distributions, which are paid in kind in additional Preferred Units, equal to an annual rate of 11.00% of the Issue Price (or $1.2573 per Preferred Unit annualized), subject to certain adjustments. The rights of the Preferred Units include certain anti-dilution adjustments, including adjustments for economic dilution resulting from the issuance of common units in the future below a set price. 

A ratable portion of the Preferred Units have been, and will continue to be, converted into common units on the eighth day of each month over a period of thirty months that began in March 2017 (each, a “Conversion Date”), subject to certain provisions of the Amended and Restated Partnership Agreement that may delay or accelerate all or a portion of such monthly conversions. On each Conversion Date, a portion of the Preferred Units will convert into common units representing limited partner interests in the Partnership in an amount equal to, with respect to each Preferred Unitholder, the number of Preferred Units held by such Preferred Unitholder divided by the number of Conversion Dates remaining, subject to adjustment described in the Amended and Restated Partnership Agreement, with the conversion price (the "Conversion Price") determined by the trading prices of the common units over the prior month, among other factors, and as otherwise impacted by the existence of certain conditions related to the common units. The maximum aggregate number of common units that could be required to be issued pursuant to the conversion provisions of the Preferred Units is potentially unlimited; however, the Partnership may, at its option, pay cash, or a combination of cash and common units, to the Preferred Unitholders instead of issuing common units on any Conversion Date, subject to certain restrictions as described in the Amended and Restated Partnership Agreement and the Credit Agreement. Pursuant to the above terms, on March 8, 2017, 242,328 Preferred Units were converted into 280,065 common units. On April 8, 2017, 242,328 Preferred Units were converted into 316,914 common units. On May 8, 2017, 242,328 Preferred Units were converted into 392,883 common units.

Because the Preferred Units may be settled using a variable number of common units, the fair value of the Preferred Units is classified as a long-term liability on our consolidated balance sheet in accordance with ASC 480 "Distinguishing Liabilities and Equity." The fair value of the Preferred Units as of March 31, 2017 was $89.5 million. Changes in the fair value during each quarterly period, if any, are charged to earnings in the accompanying consolidated statements of operations. Charges to earnings for changes in the fair value of the Preferred Units, along with the accrual and payment of paid-in-kind distributions associated with the Preferred Units, are non-cash charges associated with the Preferred Units.

32




In addition, the Unit Purchase Agreement includes certain provisions regarding change of control, transfer of Preferred Units, indemnities, and other matters described in detail in the Unit Purchase Agreement. The Unit Purchase Agreement contains customary representations, warranties and covenants of the Partnership and the purchasers.

Bank Credit Facilities

Under our Credit Agreement, as amended, we and our CSI Compressco Sub, Inc. subsidiary are named as the borrowers and all obligations under our Credit Agreement are guaranteed by all of our existing and future, direct and indirect, domestic restricted subsidiaries (other than domestic subsidiaries that are wholly owned by foreign subsidiaries). Our Credit Agreement, as amended, includes a maximum credit commitment of $315.0 million, and included within such amount is availability for letters of credit (with a sublimit of $20.0 million) and swingline loans (with a sublimit of $60.0 million). The Credit Agreement is an asset-based facility.

On May 5, 2017, we entered into an amendment (the "Fifth Amendment") to our Credit Agreement that, among other changes, modified certain financial covenants in the Credit Agreement. In connection with the Fifth Amendment, the board of directors of our General Partner adopted resolutions limiting the cash distributions payable on our common units to no more than $0.1875 per common unit for the quarterly period ended June 30, 2017. The Fifth Amendment also included additional revisions that provide flexibility for the issuance of preferred securities.

As of May 9, 2017 we have a balance outstanding under our Credit Agreement of $230.0 million, and $1.9 million letters of credit and performance bonds outstanding, leaving availability under the Credit Agreement of $83.1 million. Availability under the Credit Agreement is subject to a borrowing base calculation based on components of accounts receivable, inventory, and equipment as well as subject to compliance with covenants and other provisions in the Credit Agreement that may limit borrowings under the Credit Agreement.

Our Credit Agreement is available to provide our working capital needs, letters of credit, and for general partnership purposes, including capital expenditures and potential future expansions or acquisitions. So long as we are not in default, and maintain excess availability of $30.0 million, our Credit Agreement can also be used to fund our quarterly distributions at the option of the board of directors of our General Partner (provided that after giving effect to such distributions, we will be in compliance with the financial covenants). Borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default. Our Credit Agreement matures in August 2019.

Borrowings under our Credit Agreement generally bear interest at a rate per annum equal to, at our option, either (a) LIBOR (adjusted to reflect any required bank reserves) plus a leverage based margin that ranges between 2.00% and 3.25% per annum or (b) a base rate plus a leverage-based margin that ranges between 1.00% and 2.50% per annum; in each case according to the applicable consolidated total leverage ratio. CCLP pays a commitment fee ranging from 0.375% to 0.50% per annum on the unused portion of the facility. Under our Credit Agreement, we and our CSI Compressco Sub, Inc. subsidiary are named as the borrowers and all obligations under our Credit Agreement are guaranteed by all of our existing and future, direct and indirect, domestic restricted subsidiaries (other than domestic subsidiaries that are wholly owned by foreign subsidiaries), and secured by substantially all of our assets and the assets of our domestic subsidiaries.

Our Credit Agreement, as amended, requires us to maintain (i) a minimum consolidated interest coverage ratio (defined ratio of consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) to consolidated interest charges) of (a) 2.25 to 1 as of the fiscal quarters ended September 30, 2016 through June 30, 2018; (b) 2.50 to 1 as of September 30, 2018 and December 31, 2018; and (c) 2.75 to 1 as of March 31, 2019 and thereafter, (ii) a maximum consolidated total leverage ratio (ratio of consolidated total indebtedness to consolidated EBITDA ) of (a) 5.95 to 1 as of March 31, 2017; (b) 6.75 to 1 as of June 30, 2017 and September 30, 2017; (c) 6.50 to 1 as of December 31, 2017 and March 31, 2018; (d) 6.25 to 1 as of June 30, 2018 and September 30, 2018; (e) 6.00 to 1 as of December 31, 2018; and (f) 5.75 to 1 as of March 31, 2019 and thereafter, and (iii) a maximum consolidated secured leverage ratio (consolidated secured indebtedness to consolidated EBITDA) of 3.25 to 1 as of the end of any fiscal quarter, calculated on a trailing four quarters basis. At March 31, 2017, our consolidated total leverage ratio was 5.67 to 1, our consolidated secured leverage ratio was 2.45 to 1, and our consolidated interest coverage ratio was 2.95 to 1. In addition, our Credit Agreement includes customary covenants that, among other things, limit our ability to incur additional debt, incur, or permit certain liens to exist, or make certain loans,

33



investments, acquisitions, or other restricted payments. In addition, the Credit Agreement requires that, among other conditions, we use designated consolidated cash and cash equivalent balances in excess of $35.0 million to prepay the loans; allows the prepayment or purchase of indebtedness with proceeds from the issuances of equity securities or in exchange for the issuances of equity securities; and restricts the amount of our permitted capital expenditures in the ordinary course of business during each fiscal year ranging from $25.0 million in 2016 to $75.0 million in 2019.

The consolidated total leverage ratio and the consolidated secured leverage ratio, as both are calculated under the Credit Agreement, exclude the long-term liability for the Preferred Units, among other items, in the determination of total indebtedness.     

We are in compliance with all covenants and conditions of our Credit Agreement, as amended, as of March 31, 2017. We have reviewed our financial forecasts as of May 9, 2017 and for the subsequent twelve month period, which consider the impact of the Fifth Amendment to our Credit Agreement, and the current level of distributions to our common unitholders. Based on this review and the current market conditions as of May 9, 2017, we believe that despite the current industry environment and activity levels, we will have adequate liquidity, earnings, and operating cash flows to fund our operations and debt obligations and maintain compliance with debt covenants through May 9, 2018.

All obligations under the Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a first lien security interest in substantially all of our assets and the assets of our existing and future domestic subsidiaries, and all of the capital stock of our existing and future subsidiaries (limited in the case of foreign subsidiaries, to 65% of the voting stock of first tier foreign subsidiaries).
 
7.25% Senior Notes

The obligations under the 7.25% Senior Notes due 2022 (the "7.25% Senior Notes") are jointly and severally, and fully and unconditionally, guaranteed on a senior unsecured basis by each of our domestic restricted subsidiaries (other than CSI Compressco Finance) that guarantee our other indebtedness (the "Guarantors" and together with the Issuers, the "Obligors"). The 7.25% Senior Notes and the subsidiary guarantees thereof (together, the "Securities") were issued pursuant to an indenture described below. As of May 9, 2017, $295.9 million in aggregate principal amount of our 7.25% Senior Notes are outstanding.

The Obligors issued the Securities pursuant to the Indenture dated as of August 4, 2014 (the "Indenture") by and among the Obligors and U.S. Bank National Association, as trustee (the "Trustee"). The 7.25% Senior Notes accrue interest at a rate of 7.25% per annum. Interest on the 7.25% Senior Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The 7.25% Senior Notes are scheduled to mature on August 15, 2022.

The Indenture contains customary covenants restricting our ability and the ability of our restricted subsidiaries to: (i) pay dividends and make certain distributions, investments and other restricted payments; (ii) incur additional indebtedness or issue certain preferred shares; (iii) create certain liens; (iv) sell assets; (v) merge, consolidate, sell or otherwise dispose of all or substantially all of our or their assets; (vi) enter into transactions with affiliates; and (vii) designate our or their subsidiaries as unrestricted subsidiaries under the Indenture. The Indenture also contains customary events of default and acceleration provisions relating to such events of default, which provide that upon an event of default under the Indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the 7.25% Senior Notes then outstanding may declare all amounts owing under the 7.25% Senior Notes to be due and payable. We are in compliance with all covenants of the Indenture as of March 31, 2017.

Off Balance Sheet Arrangements
 
As of March 31, 2017, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.
 
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 these lawsuits or other proceedings against us cannot be predicted with

34



certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse effect on our financial condition, results of operations, or cash flows.

Contractual Obligations

Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness and obligations under operating leases. During the first three months of 2017, there were no material changes outside of the ordinary course of business in the specified contractual obligations.

For additional information about our contractual obligations as of December 31, 2016, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2016.

Cautionary Statement for Purposes of Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains “forward-looking statements” and information based on our beliefs and those of our General Partner. Forward-looking statements in this quarterly report are identifiable by the use of the following words and other similar words: “anticipates”, “assumes”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “goal”, “intends”, “may”, “might”, “plans”, “predicts”, “projects”, “schedules”, “seeks”, “should, “targets”, “will” and “would”.

Such forward-looking statements reflect our current views with respect to future events and financial performance and are based on assumptions that we believe to be reasonable but such forward-looking statements are subject to numerous risks, and uncertainties, including, but not limited to:
economic and operating conditions that are outside of our control, including the supply, demand, and prices of crude oil and natural gas;
our ability to continue to make cash distributions at the current quarterly rate after the establishment of reserves, payment of debt service and other contractual obligations;
our ability to comply with the financial covenants in our credit agreement and the consequences of any failure to comply with such financial covenants;
our existing debt levels and our flexibility to obtain additional financing;
our dependence upon a limited number of customers and the activity levels of our customers;
the levels of competition we encounter;
the availability of raw materials and labor at reasonable prices;
risks related to acquisitions and our growth strategy, including our 2014 acquisition of Compressor Systems, Inc.;
the availability of adequate sources of capital to us;
our operational performance;
risks related to our foreign operations;
information technology risks including the risk from cyberattack;
the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies, and
other risks and uncertainties under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, and as included in our other filings with the U.S. Securities and Exchange Commission (“SEC”), which are available free of charge on the SEC website at www.sec.gov.

The risks and uncertainties referred to above are generally beyond our ability to control and we cannot predict all the risks and uncertainties that could cause our actual results to differ from those indicated by the forward-looking statements. If any of these risks or uncertainties materialize, or if any of the underlying assumptions prove incorrect, actual results may vary from those indicated by the forward-looking statements, and such variances may be material.

All subsequent written and oral forward-looking statements made by or attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You

35



should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to update or revise any forward-looking statements we may make, except as may be required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Market risk is the risk of loss arising from adverse changes in market rates and prices. We do not take title to any natural gas or oil in connection with our services and, accordingly, have no direct exposure to fluctuating commodity prices. While we have a significant number of customers who have retained our services through periods of high and low commodity prices, we generally experience less growth and more customer attrition during periods of significantly high or low commodity prices. For a discussion of our indirect exposure to fluctuating commodity prices, please read “Risk Factors — Certain Business Risks” in our Annual Report on Form 10-K filed with the SEC on February 28, 2017. We depend on domestic and international demand for and production of natural gas and oil and a reduction in this demand or production could adversely affect the demand or the prices we charge for our services, which could cause our revenues and cash available for distribution to our common unitholders to decrease in the future. We do not currently hedge, and do not intend to hedge, our indirect exposure to fluctuating commodity prices.

Interest Rate Risk
 
Through March 31, 2017, there have been no material changes in the information pertaining to our interest rate risk exposures as disclosed in our Form 10-K for the year ended December 31, 2016.
 
Exchange Rate Risk

As of March 31, 2017, there have been no material changes pertaining to our exchange rate exposures as disclosed in our Form 10-K for the year ended December 31, 2016.

Item 4. Controls and Procedures.
 
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer of our General Partner, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Principal Executive Officer and Principal Financial Officer of our General Partner concluded that our disclosure controls and procedures were effective as of March 31, 2017, the end of the period covered by this quarterly report.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II
OTHER INFORMATION
 

36



Item 1. Legal Proceedings.
 
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 these lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse effect on our financial condition, results of operations, or cash flows.
 
Item 1A. Risk Factors.

 There have been no material changes in the information pertaining to our Risk Factors as disclosed in our Annual Report on Form 10-K filed with SEC on February 28, 2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
(a)  None.
 
(b)  None.
 
(c)  Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
Period
 
Total Number
of Units Purchased
 
Average
Price
Paid per Unit
 
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Publicly Announced
Plans or Programs
January 1 – January 31, 2017
 

 
$

 
N/A
 
N/A
February 1 – February 28, 2017
 

 

 
N/A
 
N/A
March 1 – March 31, 2017
 

 

 
N/A
 
N/A
Total
 

 
 

 
N/A
 
N/A

Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Mine Safety Disclosures.
 
None.
 
Item 5. Other Information.
 
None.
 

37



Item 6. Exhibits.
 
Exhibits: 
31.1*
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+
XBRL Instance Document
101.SCH+
XBRL Taxonomy Extension Schema Document
101.CAL+
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+
XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
XBRL Taxonomy Extension Presentation Linkbase Document
*
Filed with this report.
**
Furnished with this report.
+
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three month periods ended March 31, 2017 and 2016; (ii) Consolidated Statements of Comprehensive Income for the three month periods ended March 31, 2017 and 2016; (iii) Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016; (iv) Consolidated Statement of Partners’ Capital for the three month period ended March 31, 2017; (v) Consolidated Statements of Cash Flows for the three month periods ended March 31, 2017 and 2016; and (iv) Notes to Consolidated Financial Statements for the three months ended March 31, 2017.


38



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
CSI COMPRESSCO LP
 
 
 
By:
CSI Compressco GP Inc.,
 
 
 
its General Partner
 
 
 
 
 
Date:
May 9, 2017
By:
/s/Timothy A. Knox
 
 
 
Timothy A. Knox, President
 
 
 
Principal Executive Officer
 
 
 
 
Date:
May 9, 2017
By:
/s/Elijio V. Serrano
 
 
 
Elijio V. Serrano
 
 
 
Chief Financial Officer
 
 
 
Principal Financial Officer and Principal Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 

39



EXHIBIT INDEX
 
31.1*
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+
XBRL Instance Document
101.SCH+
XBRL Taxonomy Extension Schema Document
101.CAL+
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+
XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
XBRL Taxonomy Extension Presentation Linkbase Document
*
Filed with this report.
**
Furnished with this report.
+
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three month periods ended March 31, 2017 and 2016; (ii) Consolidated Statements of Comprehensive Income for the three month periods ended March 31, 2017 and 2016; (iii) Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016; (iv) Consolidated Statement of Partners’ Capital for the three month period ended March 31, 2017; (v) Consolidated Statements of Cash Flows for the three month periods ended March 31, 2017 and 2016; and (iv) Notes to Consolidated Financial Statements for the three months ended March 31, 2017.


40