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Archrock, Inc. - Quarter Report: 2022 June (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to        

Commission File No. 001-33666

Archrock, Inc.

(Exact name of registrant as specified in its charter)

Delaware

74-3204509

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

9807 Katy Freeway, Suite 100, Houston, Texas 77024

(Address of principal executive offices, zip code)

(281) 836-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

Trading Symbol

  

Name of exchange on which registered

Common stock, $0.01 par value per share

AROC

New York Stock Exchange

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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

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 complying 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

Number of shares of the common stock of the registrant outstanding as of July 27, 2022: 155,624,577 shares.

Table of Contents

TABLE OF CONTENTS

Page

Glossary

3

Forward-Looking Statements

4

Part I. Financial Information

Item 1. Financial Statements (unaudited)

5

Condensed Consolidated Balance Sheets

5

Condensed Consolidated Statements of Operations

6

Condensed Consolidated Statements of Comprehensive Income

7

Condensed Consolidated Statements of Equity

8

Condensed Consolidated Statements of Cash Flows

10

Notes to Condensed Consolidated Financial Statements

11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

Item 3. Quantitative and Qualitative Disclosures About Market Risk

33

Item 4. Controls and Procedures

33

Part II. Other Information

Item 1. Legal Proceedings

35

Item 1A. Risk Factors

35

Item 2. Purchases of Equity Securities by Issuer and Affiliated Purchasers

35

Item 3. Defaults Upon Senior Securities

35

Item 4. Mine Safety Disclosures

35

Item 5. Other Information

35

Item 6. Exhibits

36

Signatures

37

2

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GLOSSARY

The following terms and abbreviations appearing in the text of this report have the meanings indicated below.

2021 Form 10-K

Annual Report on Form 10-K for the year ended December 31, 2021

2027 Notes

$500.0 million of 6.875% senior notes due April 2027, issued in March 2019

2028 Notes

$800.0 million of 6.25% senior notes due April 2028, $500.0 million of which was issued in December 2019, $300.0 million of which was issued in December 2020

Archrock, our, we, us

Archrock, Inc., individually and together with its wholly-owned subsidiaries

ATM Agreement

Equity Distribution Agreement, dated February 23, 2021, entered into with Wells Fargo Securities, LLC and BofA Securities, Inc., as sales agents, relating to the at-the-market offer and sale of shares of our common stock from time to time

Credit Facility

$750.0 million asset-based revolving credit facility due November 2024, as governed by Amendment No. 3 to Credit Agreement, dated February 22, 2021, which amended that Credit Agreement, dated as of March 30, 2017

ECOTEC

Ecotec International Holdings, LLC

ERP

Enterprise Resource Planning

ESPP

Employee Stock Purchase Plan

Exchange Act

Securities Exchange Act of 1934, as amended

February 2021 Disposition

Sale completed in February 2021 of certain contract operations customer service agreements, compressors and other assets

Financial Statements

Condensed consolidated financial statements included in Part I Item 1 of this Quarterly Report on Form 10-Q

GAAP

U.S. generally accepted accounting principles

Hilcorp

Hilcorp Energy Company

LIBOR

London Interbank Offered Rate

May 2022 Disposition

Sale completed in May 2022 of certain contract operations customer service agreements, compressors and other assets

Old Ocean Reserves

Old Ocean Reserves, LP, formerly JDH Capital Holdings, L.P.

OTC

Over-the-counter, as related to aftermarket services parts and components

ROU

Right-of-use, as related to the lease model under Accounting Standards Codification Topic 842 Leases

SEC

U.S. Securities and Exchange Commission

SG&A

Selling, general and administrative

U.S.

United States of America

3

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of Section 21E of the Exchange Act, including, without limitation, our business growth strategy and projected costs; future financial position; the sufficiency of available cash flows to fund continuing operations and pay dividends; the expected amount of our capital expenditures; anticipated cost savings; future revenue, gross margin and other financial or operational measures related to our business; the future value of our equipment; and plans and objectives of our management for our future operations. You can identify many of these statements by words such as “believe,” “expect,” “intend,” “project,” “anticipate,” “estimate,” “will continue” or similar words or the negative thereof.

Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this Quarterly Report on Form 10-Q. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, no assurance can be given that these expectations will prove to be correct. Known material factors that could cause our actual results to differ materially from the expectations reflected in these forward-looking statements include the risk factors described in our 2021 Form 10-K and those set forth from time to time in our filings with the SEC, which are available through our website at www.archrock.com and through the SEC’s website at www.sec.gov.

All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available to us on the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Quarterly Report on Form 10-Q.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Archrock, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value and share amounts)

(unaudited)

    

June 30, 2022

    

December 31, 2021

Assets

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

1,950

$

1,569

Accounts receivable, trade, net of allowance of $2,299 and $2,152, respectively

 

129,323

 

104,931

Inventory

 

77,636

 

72,869

Other current assets

 

8,126

 

7,201

Total current assets

 

217,035

 

186,570

Property, plant and equipment, net

 

2,211,744

 

2,226,526

Operating lease ROU assets

 

16,796

 

17,491

Intangible assets, net

 

42,187

 

47,887

Contract costs, net

 

28,784

 

25,418

Deferred tax assets

 

41,096

 

47,879

Other assets

 

34,485

 

28,384

Noncurrent assets associated with discontinued operations

 

9,199

 

9,811

Total assets

$

2,601,326

$

2,589,966

Liabilities and Equity

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable, trade

$

78,108

$

38,920

Accrued liabilities

 

66,966

 

82,517

Deferred revenue

 

6,455

 

3,817

Total current liabilities

 

151,529

 

125,254

Long-term debt

 

1,532,438

 

1,530,825

Operating lease liabilities

 

14,987

 

15,940

Deferred tax liabilities

 

1,332

 

1,136

Other liabilities

 

19,254

 

17,505

Noncurrent liabilities associated with discontinued operations

 

7,868

 

7,868

Total liabilities

 

1,727,408

 

1,698,528

Commitments and contingencies (Note 18)

 

  

 

  

Equity:

 

  

 

  

Preferred stock: $0.01 par value per share, 50,000,000 shares authorized, zero issued

 

 

Common stock: $0.01 par value per share, 250,000,000 shares authorized, 163,385,390 and 161,482,852 shares issued, respectively

 

1,633

 

1,615

Additional paid-in capital

 

3,450,603

 

3,440,059

Accumulated other comprehensive loss

 

 

(984)

Accumulated deficit

 

(2,489,814)

 

(2,463,114)

Treasury stock: 7,740,919 and 7,417,401 common shares, at cost, respectively

 

(88,504)

 

(86,138)

Total equity

 

873,918

 

891,438

Total liabilities and equity

$

2,601,326

$

2,589,966

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Archrock, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

Revenue:

 

  

 

  

 

  

 

  

Contract operations

$

166,298

$

163,865

$

329,954

$

329,899

Aftermarket services

 

49,530

 

31,750

 

83,075

 

61,147

Total revenue

 

215,828

 

195,615

 

413,029

 

391,046

Cost of sales (excluding depreciation and amortization):

 

Contract operations

 

68,355

 

61,387

 

132,856

 

122,752

Aftermarket services

 

41,710

 

27,490

 

70,348

 

53,273

Total cost of sales (excluding depreciation and amortization)

 

110,065

 

88,877

 

203,204

 

176,025

Selling, general and administrative

 

27,691

 

26,077

 

55,464

 

51,161

Depreciation and amortization

 

41,356

 

44,193

 

84,395

 

89,905

Long-lived and other asset impairment

 

4,647

 

2,960

 

12,063

 

10,033

Restructuring charges

743

1,640

Interest expense

 

24,456

 

25,958

 

49,702

 

57,203

Gain on sale of assets, net

(18,948)

(3,124)

(21,060)

(14,156)

Other (income) expense, net

 

497

 

(82)

 

533

 

(1,971)

Income before income taxes

 

26,064

 

10,013

 

28,728

 

21,206

Provision for income taxes

 

9,318

 

1,261

 

10,261

 

8,285

Net income

$

16,746

$

8,752

$

18,467

$

12,921

Basic and diluted net income per common share

$

0.11

$

0.06

$

0.12

$

0.08

Weighted average common shares outstanding:

 

  

 

  

 

  

 

  

Basic

 

153,033

 

152,033

 

152,857

 

151,537

Diluted

 

153,164

 

152,203

 

152,982

 

151,699

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Archrock, Inc.

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

Net income

$

16,746

    

$

8,752

    

$

18,467

    

$

12,921

Other comprehensive income, net of tax:

 

  

 

  

 

  

 

  

Interest rate swap gain, net of reclassifications to earnings

 

 

966

 

574

 

1,962

Amortization of dedesignated interest rate swap

 

 

 

410

 

Total other comprehensive income, net of tax

 

 

966

 

984

 

1,962

Comprehensive income

$

16,746

$

9,718

$

19,451

$

14,883

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Archrock, Inc.

Condensed Consolidated Statements of Equity

(in thousands, except share and per share amounts)

(unaudited)

Accumulated

Common

Additional

Other

Treasury

Stock

Paid-in

Comprehensive

Accumulated

Stock

    

Amount

    

Shares

    

Capital

    

Loss

    

Deficit

    

Amount

    

Shares

    

Total

Balance at March 31, 2021

$

1,613

 

161,323,492

$

3,430,910

$

(4,010)

$

(2,419,974)

$

(85,415)

 

(7,263,173)

$

923,124

Treasury stock purchased

(4)

(383)

(4)

Cash dividends ($0.145 per common share)

 

  

 

  

 

  

 

  

 

(22,331)

 

 

  

 

(22,331)

Shares issued under ESPP

 

 

16,062

 

136

 

  

 

  

 

  

 

  

 

136

Stock-based compensation, net of forfeitures

 

 

 

3,178

 

  

 

  

 

  

 

(14,893)

 

3,178

Comprehensive income

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Net income

 

  

 

  

 

  

 

  

 

8,752

 

  

 

  

 

8,752

Interest rate swap gain, net of reclassifications to earnings

 

  

 

  

 

  

 

966

 

  

 

  

 

  

 

966

Balance at June 30, 2021

$

1,613

 

161,339,554

$

3,434,224

$

(3,044)

$

(2,433,553)

$

(85,419)

 

(7,278,449)

$

913,821

Balance at March 31, 2022

$

1,629

 

162,919,584

$

3,443,261

$

$

(2,484,066)

$

(88,501)

 

(7,698,812)

$

872,323

Treasury stock purchased

 

  

 

  

 

  

 

  

 

  

 

(3)

 

(303)

 

(3)

Cash dividends ($0.145 per common share)

 

  

 

  

 

  

 

  

 

(22,494)

 

  

 

  

 

(22,494)

Shares issued under ESPP

 

 

18,786

 

146

 

  

 

  

 

  

 

  

 

146

Stock-based compensation, net of forfeitures

 

 

 

2,970

 

  

 

  

 

  

 

(41,804)

 

2,970

Net proceeds from issuance of common stock

4

447,020

4,226

4,230

Comprehensive income

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Net income

 

  

 

  

 

  

 

  

 

16,746

 

  

 

  

 

16,746

Balance at June 30, 2022

$

1,633

 

163,385,390

$

3,450,603

$

$

(2,489,814)

$

(88,504)

 

(7,740,919)

$

873,918

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Accumulated

Common

Additional

Other

Treasury

Stock

Paid-in

Comprehensive

Accumulated

Stock

  

Amount

  

Shares

  

Capital

  

Loss

  

Deficit

  

Amount

  

Shares

  

Total

Balance at December 31, 2020

$

1,600

 

160,014,960

$

3,424,624

$

(5,006)

$

(2,401,988)

$

(83,673)

 

(7,052,769)

$

935,557

Treasury stock purchased

 

  

 

  

 

  

 

  

 

  

 

(1,746)

 

(184,776)

 

(1,746)

Cash dividends ($0.290 per common share)

 

  

 

  

 

  

 

  

 

(44,486)

 

  

 

  

 

(44,486)

Shares issued under ESPP

 

44,116

 

371

 

  

 

  

 

  

 

  

 

371

Stock-based compensation, net of forfeitures

 

9

 

923,330

 

5,832

 

  

 

  

 

  

 

(40,904)

 

5,841

Net proceeds from issuance of common stock

4

357,148

3,397

3,401

Comprehensive income

 

  

 

  

 

  

 

  

 

 

  

 

  

 

Net income

 

  

 

  

 

  

 

 

12,921

 

  

 

  

 

12,921

Interest rate swap gain, net of reclassifications to earnings

 

1,962

 

1,962

Balance at June 30, 2021

$

1,613

 

161,339,554

$

3,434,224

$

(3,044)

$

(2,433,553)

$

(85,419)

 

(7,278,449)

$

913,821

Balance at December 31, 2021

$

1,615

 

161,482,852

$

3,440,059

$

(984)

$

(2,463,114)

$

(86,138)

 

(7,417,401)

$

891,438

Treasury stock purchased

 

  

 

  

 

  

 

  

 

  

 

(2,366)

 

(272,706)

 

(2,366)

Cash dividends ($0.290 per common share)

 

  

 

  

 

  

 

  

 

(45,167)

 

  

 

  

 

(45,167)

Shares issued under ESPP

 

38,846

 

295

 

  

 

  

 

  

 

  

 

295

Stock-based compensation, net of forfeitures

 

14

 

1,416,672

 

6,023

 

  

 

  

 

  

 

(50,812)

 

6,037

Net proceeds from issuance of common stock

4

447,020

4,226

4,230

Comprehensive income

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Net income

 

  

 

  

 

  

 

  

 

18,467

 

  

 

  

 

18,467

Interest rate swap gain, net of reclassifications to earnings

 

  

 

  

 

  

 

574

 

  

 

  

 

  

 

574

Amortization of dedesignated interest rate swap

410

410

Balance at June 30, 2022

$

1,633

 

163,385,390

$

3,450,603

$

$

(2,489,814)

$

(88,504)

 

(7,740,919)

$

873,918

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Archrock, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Six Months Ended

June 30, 

    

2022

    

2021

Cash flows from operating activities:

  

  

Net income

$

18,467

$

12,921

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

Depreciation and amortization

 

84,395

 

89,905

Long-lived and other asset impairment

 

12,063

 

10,033

Inventory write-downs

 

721

 

511

Amortization of operating lease ROU assets

 

1,575

 

1,891

Amortization of deferred financing costs

 

2,576

 

7,551

Amortization of debt premium

(1,003)

(1,003)

Amortization of dedesignated interest rate swap

410

Interest rate swaps

 

631

 

2,169

Stock-based compensation expense

 

6,037

 

5,841

Provision for credit losses

 

365

 

(215)

Gain on sale of assets, net

 

(4,344)

 

(8,161)

Gain on sale of business

(16,716)

(5,995)

Deferred income tax provision

 

9,473

 

7,995

Amortization of contract costs

 

9,249

 

10,752

Deferred revenue recognized in earnings

 

(11,541)

 

(5,048)

Change in assets and liabilities:

 

  

 

  

Accounts receivable, trade

 

(30,370)

 

(2,661)

Inventory

 

(5,779)

 

(3,569)

Other assets

 

(1,182)

 

(244)

Contract costs, net

 

(13,007)

 

(6,467)

Accounts payable and other liabilities

 

13,051

 

6,358

Deferred revenue

 

14,032

 

4,068

Other

 

421

 

(15)

Net cash provided by operating activities

 

89,524

 

126,617

Cash flows from investing activities:

 

  

 

  

Capital expenditures

 

(106,066)

 

(38,749)

Proceeds from sale of business

 

55,523

 

18,795

Proceeds from sale of property, plant and equipment and other assets

 

9,728

 

18,178

Proceeds from insurance and other settlements

2,781

910

Investments in unconsolidated entities

(8,000)

Net cash used in investing activities

 

(46,034)

 

(866)

Cash flows from financing activities:

 

  

 

  

Borrowings of long-term debt

 

405,733

 

343,251

Repayments of long-term debt

 

(404,500)

 

(419,751)

Payments for debt issuance costs

 

 

(2,407)

Payments for settlement of interest rate swaps that include financing elements

 

(1,334)

 

(2,169)

Dividends paid to stockholders

 

(45,167)

 

(44,486)

Net proceeds from issuance of common stock

4,230

3,401

Proceeds from stock issued under ESPP

 

295

 

371

Purchases of treasury stock

 

(2,366)

 

(1,746)

Net cash used in financing activities

 

(43,109)

 

(123,536)

Net increase in cash and cash equivalents

 

381

 

2,215

Cash and cash equivalents, beginning of period

 

1,569

 

1,097

Cash and cash equivalents, end of period

$

1,950

$

3,312

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Archrock, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of Business and Basis of Presentation

We are an energy infrastructure company with a primary focus on midstream natural gas compression. We are the leading provider of natural gas compression services to customers in the energy industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. We operate in two business segments: contract operations and aftermarket services. Our predominant segment, contract operations, primarily includes designing, sourcing, owning, installing, operating, servicing, repairing and maintaining our owned fleet of natural gas compression equipment to provide natural gas compression services to our customers. In our aftermarket services business, we sell parts and components and provide operations, maintenance, overhaul and reconfiguration services to customers who own compression equipment.

The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with GAAP and the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP are not required in these interim financial statements and have been condensed or omitted. Management believes that the information furnished reflects all normal recurring adjustments necessary to fairly present our consolidated financial position, results of operations and cash flows for the periods indicated. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements presented in our 2021 Form 10-K, which contains a more comprehensive summary of our accounting policies. The interim results reported herein are not necessarily indicative of results for a full year.

2. Business Transactions

May 2022 Disposition

In May 2022, we completed the sale of certain contract operations customer service agreements and approximately 380 compressors, comprising approximately 70,000 horsepower, used to provide compression services under those agreements, as well as other assets used to support the operations. We allocated customer-related and contract-based intangible assets based on a ratio of the horsepower sold relative to the total horsepower of the asset group. We received cash consideration of $55.5 million for the sale and recorded a gain on the sale of $16.7 million in gain on sale of assets, net in our condensed consolidated statements of operations during the three and six months ended June 30, 2022.

February 2021 Disposition

In February 2021, we completed the sale of certain contract operations customer service agreements and approximately 300 compressors, comprising approximately 40,000 horsepower, used to provide compression services under those agreements as well as other assets used to support the operations. We allocated customer-related and contract-based intangible assets based on a ratio of the horsepower sold relative to the total horsepower of the asset group. We recorded a gain on the sale of $6.0 million in gain on sale of assets, net in our condensed consolidated statements of operations during the six months ended June 30, 2021.

3. Inventory

(in thousands)

    

June 30, 2022

    

December 31, 2021

Parts and supplies

$

61,571

$

63,628

Work in progress

 

16,065

 

9,241

Inventory

$

77,636

$

72,869

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4. Property, Plant and Equipment, net

(in thousands)

    

June 30, 2022

    

December 31, 2021

Compression equipment, facilities and other fleet assets

$

3,259,841

$

3,273,770

Land and buildings

 

44,205

 

43,540

Transportation and shop equipment

 

89,866

 

92,490

Computer hardware and software

 

77,393

 

76,908

Other

 

6,250

 

6,229

Property, plant and equipment

 

3,477,555

 

3,492,937

Accumulated depreciation

 

(1,265,811)

 

(1,266,411)

Property, plant and equipment, net

$

2,211,744

$

2,226,526

5. Equity Investments

Investments in which we are deemed to exert significant influence, but not control, are accounted for using the equity method of accounting, except in cases where the fair value option is elected. For such investments where we have elected the fair value option, the election is irrevocable and is applied on an investment-by-investment basis at initial recognition. In April 2022, we agreed to acquire for cash a 25% equity interest in ECOTEC, a company specializing in methane emissions monitoring and management. We have elected the fair value option to account for this investment. As of June 30, 2022, our ownership interest in ECOTEC was 14%, which was included in other assets in our condensed consolidated balance sheets. Changes in the fair value of this investment are recognized in other (income) expense, net in our condensed consolidated statements of operations.

6. Hosting Arrangements

We have hosting arrangements that are service contracts related to the cloud migration of our ERP system and cloud services for our mobile workforce, telematics and inventory management tools.

As of June 30, 2022 and December 31, 2021, we had $14.8 million and $12.7 million, respectively, of capitalized implementation costs related to these hosting arrangements included in other assets in our condensed consolidated balance sheets. Accumulated amortization was $1.6 million and $0.7 million at June 30, 2022 and December 31, 2021, respectively. We recorded $0.5 million and $0.1 million of amortization expense to SG&A in our condensed consolidated statements of operations during the three months ended June 30, 2022 and 2021, respectively, and $0.9 million and $0.2 million during the six months ended June 30, 2022 and 2021, respectively.

7. Long-Term Debt

(in thousands)

    

June 30, 2022

    

December 31, 2021

Credit Facility

$

235,733

$

234,500

2028 Notes

Principal

 

800,000

 

800,000

Premium, net of amortization

11,533

 

12,536

Deferred financing costs, net of amortization

 

(9,574)

 

(10,406)

 

801,959

 

802,130

2027 Notes

Principal

500,000

 

500,000

Deferred financing costs, net of amortization

(5,254)

 

(5,805)

494,746

 

494,195

Long-term debt

$

1,532,438

$

1,530,825

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Credit Facility

As of June 30, 2022, there were $5.8 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 2.3%. The weighted average annual interest rate on the outstanding balance under the Credit Facility, excluding the effect of interest rate swaps, was 3.9% and 2.6% at June 30, 2022 and December 31, 2021, respectively. We incurred $0.5 million and $0.4 million in commitment fees on the daily unused amount of the Credit Facility during the three months ended June 30, 2022 and 2021, respectively, and $1.0 million during each of the six months ended June 30, 2022 and 2021.

As of June 30, 2022, we were in compliance with all covenants under our Credit Facility agreement. As a result of the facility’s financial ratio requirements, $476.6 million of the $508.5 million of undrawn capacity was available for additional borrowings as of June 30, 2022.

In February 2021, we amended our Credit Facility to, among other things, reduce the aggregate revolving commitment from $1.25 billion to $750.0 million and adjust certain financial ratios. We wrote off $4.9 million of unamortized deferred financing costs as a result of the amendment, which was recorded to interest expense in our condensed consolidated statements of operations during the six months ended June 30, 2021.

8. Accumulated Other Comprehensive Loss

Components of comprehensive income (loss) are net income (loss) and all changes in equity during a period except those resulting from transactions with owners. Our accumulated other comprehensive loss consists of changes in the fair value of our interest rate swap derivative instruments, net of tax.

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

Beginning accumulated other comprehensive loss

$

$

(4,010)

$

(984)

$

(5,006)

Other comprehensive income, net of tax:

Loss recognized in other comprehensive income, net of tax benefit of $0, $16, $107 and $18, respectively

 

 

(63)

 

(405)

 

(71)

Loss reclassified from accumulated other comprehensive loss to interest expense, net of tax benefit of $0, $273, $369 and $540, respectively

 

 

1,029

 

1,389

 

2,033

Total other comprehensive income

 

 

966

 

984

 

1,962

Ending accumulated other comprehensive loss

$

$

(3,044)

$

$

(3,044)

See Note 15 (“Derivatives”) for further details on our interest rate swap derivative instruments.

9. Equity

At-the-Market Continuous Equity Offering Program

During the three and six months ended June 30, 2022, we sold 447,020 shares of common stock for net proceeds of $4.2 million pursuant to our ATM agreement.

During the six months ended June 30, 2021, we sold 357,148 shares of common stock under the program for net proceeds of $3.4 million.

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Cash Dividends

The following table summarizes our dividends declared and paid in each of the quarterly periods of 2022 and 2021:

    

Declared Dividends

    

  Dividends Paid

    

per Common Share

    

(in thousands)

2022

 

  

 

  

Q2

$

0.145

$

22,494

Q1

0.145

22,673

2021

 

  

 

  

Q4

$

0.145

$

22,351

Q3

 

0.145

 

22,506

Q2

 

0.145

 

22,331

Q1

 

0.145

 

22,155

On July 28, 2022, our Board of Directors declared a quarterly dividend of $0.145 per share of common stock to be paid on August 16, 2022 to stockholders of record at the close of business on August 9, 2022.

10. Revenue from Contracts with Customers

The following table presents our revenue from contracts with customers by segment (see Note 20 (“Segments”)) and disaggregated by revenue source:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

Contract operations:

  

  

  

  

0 ― 1,000 horsepower per unit

$

40,489

$

45,918

$

82,331

$

92,837

1,001 ― 1,500 horsepower per unit

 

68,697

 

66,852

 

135,698

 

135,316

Over 1,500 horsepower per unit

 

56,885

 

50,939

 

111,479

 

101,342

Other (1)

 

227

 

156

 

446

 

404

Total contract operations revenue (2)

 

166,298

 

163,865

 

329,954

 

329,899

Aftermarket services:

 

  

 

  

 

  

 

  

Services

 

26,001

 

17,008

 

43,138

 

33,900

OTC parts and components sales

 

23,529

 

14,742

 

39,937

 

27,247

Total aftermarket services revenue (3)

 

49,530

 

31,750

 

83,075

 

61,147

Total revenue

$

215,828

$

195,615

$

413,029

$

391,046

(1)Primarily relates to fees associated with owned non-compression equipment.
(2)Includes $0.9 million and $1.4 million for the three months ended June 30, 2022 and 2021, respectively, and $1.1 million and $2.4 million for the six months ended June 30, 2022 and 2021, respectively, related to billable maintenance on owned compressors that was recognized at a point in time. All other contract operations revenue is recognized over time.
(3)Services revenue within aftermarket services is recognized over time. OTC parts and components sales revenue is recognized at a point in time.

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Performance Obligations

As of June 30, 2022, we had $286.6 million of remaining performance obligations related to our contract operations segment, which will be recognized through 2027 as follows:

(in thousands)

    

2022

    

2023

    

2024

    

2025

    

2026

    

2027

    

Total

Remaining performance obligations

$

156,370

$

93,290

$

31,041

$

4,819

$

914

$

190

$

286,624

We do not disclose the aggregate transaction price for the remaining performance obligations for aftermarket services as there are no contracts with customers with an original contract term that is greater than one year.

Contract Assets and Liabilities

Contract Assets

As of June 30, 2022 and December 31, 2021, our receivables from contracts with customers, net of allowance for credit losses, were $121.0 million and $84.7 million, respectively.

Allowance for Credit Losses

Trade accounts receivable are due from companies of varying size engaged principally in oil and natural gas activities throughout the U.S. We review the financial condition of customers prior to extending credit and generally do not obtain collateral for trade receivables. Payment terms are on a short-term basis and in accordance with industry practice. We consider this credit risk to be limited due to these companies’ financial resources, the nature of the products and services we provide and the terms of our customer agreements.

Due to the short-term nature of our trade receivables, we consider the amortized cost to be the same as the carrying amount of the receivable, excluding the allowance for credit losses. We recognize an allowance for credit losses when a receivable is recorded, even when the risk of loss is remote. We utilize an aging schedule to determine our allowance for credit losses and measure expected credit losses on a collective (pool) basis when similar risk characteristics exist. We rely primarily on ratings assigned by external rating agencies and credit monitoring services to assess credit risk and aggregate customers first by low, medium or high risk asset pools, and then by delinquency status. We also consider the internal risk associated with geographic location and the services we provide to the customer when determining asset pools. If a customer does not share similar risk characteristics with other customers, we evaluate the customer’s outstanding trade receivables for expected credit losses on an individual basis. Trade receivables evaluated individually are not included in our collective assessment. Each reporting period, we reassess our customers’ risk profiles and determine the appropriate asset pool classification, or perform individual assessments of expected credit losses, based on the customers’ risk characteristics at the reporting date.

The contractual life of our trade receivables is primarily 30 days based on the payment terms specified in the contract. Contract operations services are generally billed monthly at the beginning of the month in which service is being provided. Aftermarket services billings typically occur when parts are delivered or service is completed. Loss rates are separately determined for each asset pool based on the length of time a trade receivable has been outstanding. We analyze two years of internal historical loss data, including the effects of prepayments, write-offs and subsequent recoveries, to determine our historical loss experience. Our historical loss information is a relevant data point for estimating credit losses, as the data closely aligns with trade receivables due from our customers. Ratings assigned by external rating agencies and credit monitoring services consider past performance and forecasts of future economic conditions in assessing credit risk. We routinely update our historical loss data to reflect our customers’ current risk profile, to ensure the historical data and loss rates are relevant to the pool of assets for which we are estimating expected credit losses.

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Our allowance for credit losses balance changed as follows during the six months ended June 30, 2022:

(in thousands)

Balance at December 31, 2021

      

$

2,152

Provision for credit losses

365

Write-offs charged against allowance

(218)

Balance at June 30, 2022

$

2,299

Contract Liabilities

Freight billings to customers for the transport of compression assets, customer-specified modifications of compression assets and milestone billings on aftermarket services often result in a contract liability. Our contract liabilities were $6.9 million and $4.4 million as of June 30, 2022 and December 31, 2021, respectively, and were included in deferred revenue and other liabilities in our condensed consolidated balance sheets. During the six months ended June 30, 2022, we deferred revenue of $14.0 million and recognized $11.5 million as revenue. The revenue recognized and deferred during the period primarily related to freight billings and milestone billings on aftermarket services.

11. Long-Lived and Other Asset Impairment

We review long-lived assets, including property, plant and equipment and identifiable intangibles that are being amortized, for impairment whenever events or changes in circumstances, including the removal of compressors from our active fleet, indicate that the carrying amount of an asset may not be recoverable.

Compression Fleet

We periodically review the future deployment of our idle compression assets for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. Based on these reviews, we determine that certain idle compressors should be retired from the active fleet. The retirement of these units from the active fleet triggers a review of these assets for impairment and as a result of our review, we may record an asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit is estimated based on the expected net sale proceeds compared to other fleet units we recently sold, a review of other units recently offered for sale by third parties or the estimated component value of the equipment we plan to use.

In connection with our review of our idle compression assets, we evaluate for impairment idle units that were culled from our fleet in prior years and are available for sale. Based on that review, we may reduce the expected proceeds from disposition and record additional impairment to reduce the book value of each unit to its estimated fair value.

The following table presents the results of our compression fleet impairment review as recorded to our contract operations segment:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(dollars in thousands)

    

2022

    

2021

    

2022

    

2021

Idle compressors retired from the active fleet

 

30

 

45

 

75

 

115

Horsepower of idle compressors retired from the active fleet

 

26,000

 

13,000

 

57,000

 

37,000

Impairment recorded on idle compressors retired from the active fleet

$

4,647

$

2,832

$

12,056

$

9,844

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12. Restructuring Charges

In response to the decreased activity level of our customers that resulted from the coronavirus pandemic beginning in the second quarter of 2020, we incurred severance costs totaling $7.0 million to right-size our business in 2020 and 2021. No additional costs will be incurred under this restructuring plan.

During the third quarter of 2020, a plan to dispose of certain non-core properties was approved by management. We incurred $1.5 million of costs in 2020 and 2021 as a result of these property disposals. No additional costs will be incurred under this restructuring plan.

The severance and property disposal costs incurred under the above restructuring plans were recorded to restructuring charges in our condensed consolidated statements of operations.

The following table presents restructuring charges incurred by segment:

    

Contract

Aftermarket

(in thousands)

Operations

Services

Other (1)

Total

Three months ended June 30, 2021

Pandemic restructuring

$

337

$

121

$

147

$

605

2020 property restructuring

7

7

Other restructuring

131

131

Total restructuring charges

$

337

$

121

$

285

$

743

Six months ended June 30, 2021

Pandemic restructuring

$

616

$

145

$

732

$

1,493

2020 property restructuring

16

16

Other restructuring

131

131

Total restructuring charges

$

616

$

145

$

879

$

1,640

(1)Represents expense incurred within our corporate function and not directly attributable to our segments.

The following table presents restructuring charges incurred by cost type:

Three Months Ended

   Six Months Ended

(in thousands)

June 30, 2021

    

June 30, 2021

Severance costs

$

605

$

1,493

Property disposal costs

Impairment

9

Other exit costs

7

7

Total property disposal costs

7

16

Other restructuring costs

131

131

Total restructuring charges

$

743

$

1,640

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13. Income Taxes

Valuation Allowance

The amount of our deferred tax assets considered realizable could be adjusted if projections of future taxable income are reduced or objective negative evidence in the form of a three-year cumulative loss is present or both. Should we no longer have a level of sustained profitability, excluding nonrecurring charges, we will have to rely more on our future projections of taxable income to determine if we have an adequate source of taxable income for the realization of our deferred tax assets, namely net operating loss, interest limitation and tax credit carryforwards. This may result in the need to record a valuation allowance against all or a portion of our deferred tax assets.

Effective Tax Rate

The year-to-date effective tax rate for the six months ended June 30, 2022 differed significantly from our statutory rate primarily due to unrecognized tax benefits and the limitation on executive compensation.

Unrecognized Tax Benefits

As of June 30, 2022, we believe it is reasonably possible that $2.7 million of our unrecognized tax benefits, including penalties, interest and discontinued operations, will be reduced prior to June 30, 2023 due to the settlement of audits or the expiration of statutes of limitations or both. However, due to the uncertain and complex application of the tax regulations, it is possible that the ultimate resolution of these matters may result in liabilities that could materially differ from this estimate.

14. Earnings per Share

Basic net income (loss) per common share is computed using the two-class method, which is an earnings allocation formula that determines net income (loss) per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Under the two-class method, basic net income (loss) per common share is determined by dividing net income (loss), after deducting amounts allocated to participating securities, by the weighted average number of common shares outstanding for the period. Participating securities include unvested restricted stock and stock-settled restricted stock units that have nonforfeitable rights to receive dividends or dividend equivalents, whether paid or unpaid. During periods of net loss, only distributed earnings (dividends) are allocated to participating securities, as participating securities do not have a contractual obligation to participate in our undistributed losses.

Diluted net income (loss) per common share is computed using the weighted average number of shares outstanding adjusted for the incremental common stock equivalents attributed to outstanding options, performance-based restricted stock units and stock to be issued pursuant to our ESPP unless their effect would be anti-dilutive.

The following table shows the calculation for net income attributable to common stockholders, which is used in the calculation of basic and diluted net income per common share:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

Net income

$

16,746

$

8,752

$

18,467

$

12,921

Less: Earnings attributable to participating securities

 

(305)

 

(285)

 

(819)

 

(454)

Net income attributable to common stockholders

$

16,441

$

8,467

$

17,648

$

12,467

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The following table shows the potential shares of common stock that were included in computing diluted net income per common share:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

Weighted average common shares outstanding including participating securities

155,188

154,047

155,005

153,334

Less: Weighted average participating securities outstanding

 

(2,155)

 

(2,014)

 

(2,148)

 

(1,797)

Weighted average common shares outstanding used in basic net income per common share

 

153,033

 

152,033

 

152,857

 

151,537

Net dilutive potential common shares issuable:

 

 

  

 

  

 

  

On vesting of restricted stock units

 

128

169

 

123

 

159

On settlement of ESPP shares

 

3

1

 

2

 

3

Weighted average common shares outstanding used in diluted net income per common share

 

153,164

 

152,203

 

152,982

 

151,699

The following table shows the potential shares of common stock issuable that were excluded from computing diluted net income per common share as their inclusion would have been anti-dilutive:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

On exercise of options where exercise price is greater than average market value for the period

 

22

 

 

33

15. Derivatives

We are exposed to market risks associated with changes in the variable interest rate of our Credit Facility. We have used derivative instruments, in the form of interest rate swaps, to manage our exposure to fluctuations in this variable interest rate and thereby minimize the risks and costs associated with financial activities. We do not use derivative instruments for trading or other speculative purposes.

In March 2022, our $300.0 million notional value of interest rate swaps expired. We previously entered into these swaps to offset changes in expected cash flows due to fluctuations in the associated variable interest rates and designated them as cash flow hedges. There was no nonperformance by any counterparty during the terms of the interest rate swaps and no collateral was posted for the instruments.

Prior to expiration, during the third quarter of 2021, we dedesignated $125.0 million notional value of our interest rate swaps. The fair value of this interest rate swap immediately prior to dedesignation was a liability of $1.6 million. The associated amount in accumulated other comprehensive loss related to this interest rate swap was amortized into interest expense over the remaining term of the swap through March 2022. Changes in the fair value of the dedesignated interest rate swap after dedesignation and prior to expiration were recorded in interest expense.

The remaining $175.0 million notional value of our interest rate swaps were designated as (highly effective) cash flow hedging instruments until their expiration. Changes in the fair value of cash flow hedging instruments are recognized as a component of other comprehensive income (loss) until the hedged transaction affects earnings. At that time, amounts are reclassified into earnings to interest expense, the same statement of operations line item to which the earnings effect of the hedged item is recorded. Cash flows from derivatives designated as hedges are classified in our condensed consolidated statements of cash flows under the same category as the cash flows from the underlying assets, liabilities or anticipated transactions unless the derivative contract contains a significant financing element, in which case, the cash settlements for those derivatives are classified as cash flows from financing activities.

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The following table presents the effect of our derivative instruments on our condensed consolidated balance sheets:

(in thousands)

    

June 30, 2022

    

December 31, 2021

Interest rate swaps designated as cash flow hedging instruments

Accrued liabilities

$

$

727

Interest rate swaps not designated as hedging instruments

Accrued liabilities

523

Total derivative liabilities

$

$

1,250

The following table presents the effect of our derivative instruments on our condensed consolidated statements of operations:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

Total amount of interest expense in which the effects of cash flow hedges and undesignated interest rate swaps are recorded

$

24,456

$

25,958

$

49,702

$

57,203

Interest rate swaps designated as cash flow hedging instruments

Pre-tax loss recognized in other comprehensive income

$

$

(79)

$

(512)

$

(89)

Pre-tax loss reclassified from accumulated other comprehensive loss into interest expense

 

 

(1,302)

 

(1,758)

 

(2,573)

Interest rate swaps not designated as hedging instruments

Gain recognized in interest expense

$

$

$

523

$

See Note 8 (“Accumulated Other Comprehensive Loss”) and Note 16 (“Fair Value Measurements”) for further details on our derivative instruments.

16. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Investment in ECOTEC

During the three months ended June 30, 2022, we acquired a 14% equity interest in ECOTEC. To provide for greater transparency, we elected the fair value option to account for this investment. The fair value is internally calculated using a market approach and is classified as a Level 3 measurement. At June 30, 2022, the fair value of our equity interest in ECOTEC was as follows:

(in thousands)

    

June 30, 2022

Investment in ECOTEC

$

8,000

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Interest Rate Swaps

Prior to their expiration in the first quarter of 2022, our interest rate swap derivative instruments were valued quarterly based on the income approach (discounted cash flow) using market observable inputs, including LIBOR forward curves. These fair value measurements were classified as Level 2. The following table presents our derivative position measured at fair value on a recurring basis, with pricing levels as of the date of valuation:

(in thousands)

    

June 30, 2022

    

December 31, 2021

Derivative liabilities

$

$

1,250

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

During the six months ended June 30, 2022, we recorded nonrecurring fair value measurements related to our idle compressors. Our estimate of the compressors’ fair value was primarily based on the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use. We discounted the expected proceeds, net of selling and other carrying costs, using a weighted average disposal period of four years. These fair value measurements are classified as Level 3. The fair value of our compressors impaired during 2022 and 2021 was as follows:  

(in thousands)

    

June 30, 2022

    

December 31, 2021

Impaired compressors

$

1,010

$

4,380

The significant unobservable inputs used to develop the above fair value measurements were weighted by the relative fair value of the compressors being measured. Additional quantitative information related to our significant unobservable inputs follows:

    

Range

       

   Weighted Average (1)

Estimated net sale proceeds:

As of June 30, 2022

$0 - $621 per horsepower

$41 per horsepower

As of December 31, 2021

$0 - $621 per horsepower

$35 per horsepower

(1)Calculated based on an estimated discount for market liquidity of 57% and 64% as of June 30, 2022 and December 31, 2021, respectively.

See Note 11 (“Long-Lived and Other Asset Impairment”) for further details.

Other Financial Instruments

The carrying amounts of our cash, receivables and payables approximate fair value due to the short-term nature of those instruments.

The carrying amount of borrowings outstanding under our Credit Facility approximates fair value due to its variable interest rate. The fair value of these outstanding borrowings is a Level 3 measurement.

The fair value of our fixed rate debt is estimated using yields observable in active markets, which are Level 2 inputs, and was as follows:

(in thousands)

    

June 30, 2022

    

December 31, 2021

Carrying amount of fixed rate debt (1)

$

1,296,705

$

1,296,325

Fair value of fixed rate debt

 

1,161,000

 

1,361,000

(1)Carrying amounts are shown net of unamortized premium and deferred financing costs. See Note 7 (“Long-Term Debt”).

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17. Stock-Based Compensation

We recognize stock-based compensation expense related to restricted stock awards, restricted stock units, performance-based restricted stock units and shares issued under our ESPP.

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

Equity award expense

$

2,970

$

3,178

$

6,037

$

5,841

Liability award expense

 

377

 

408

 

880

 

994

Total stock-based compensation expense

$

3,347

$

3,586

$

6,917

$

6,835

The following table presents our restricted stock activity during the six months ended June 30, 2022:

Weighted

Average

Grant Date

Shares

Fair Value

    

(in thousands)

    

Per Share

Non-vested restricted stock, December 31, 2021

 

2,578

$

10.35

Granted

 

1,861

 

9.03

Vested

 

(1,106)

 

10.31

Canceled

 

(188)

 

9.35

Non-vested restricted stock, June 30, 2022 (1)

 

3,145

 

9.64

(1)Comprised of 508 cash-settled units and 2,637 stock-settled awards and units.

As of June 30, 2022, we expect $21.3 million of unrecognized compensation cost related to our non-vested awards and units to be recognized over the weighted average period of 2.1 years.

18. Commitments and Contingencies

Insurance Matters

Our business can be hazardous, involving unforeseen circumstances such as uncontrollable flows of natural gas or well fluids and fires or explosions. As is customary in our industry, we review our safety equipment and procedures and carry insurance against some, but not all, risks of our business. Our insurance coverage includes property damage, general liability and commercial automobile liability and other coverage we believe is appropriate. We believe that our insurance coverage is customary for the industry and adequate for our business, however, losses and liabilities not covered by insurance would increase our costs.

Additionally, we are substantially self-insured for workers’ compensation and employee group health claims in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks. Losses up to the deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages. We are also self-insured for property damage to our offshore assets.

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Tax Matters

We are subject to a number of state and local taxes that are not income-based. As many of these taxes are subject to audit by the taxing authorities, it is possible that an audit could result in additional taxes due. We accrue for such additional taxes when we determine that it is probable that we have incurred a liability and we can reasonably estimate the amount of the liability. As of June 30, 2022 and December 31, 2021, we had $3.9 million and $5.8 million, respectively, accrued for the outcomes of non-income-based tax audits. We do not expect that the ultimate resolutions of these audits will result in a material variance from the amounts accrued. We do not accrue for unasserted claims for tax audits unless we believe the assertion of a claim is probable, it is probable that it will be determined that the claim is owed and we can reasonably estimate the claim or range of the claim. We believe the likelihood is remote that the impact of potential unasserted claims from non-income-based tax audits could be material to our consolidated financial position, but it is possible that the resolution of future audits could be material to our consolidated results of operations or cash flows.

In 2021, one of our sales and use tax audits advanced from the audit review phase to the contested hearing phase. We had $0.6 million accrued for this audit as of both June 30, 2022 and December 31, 2021.

Litigation and Claims

In the ordinary course of business, we are involved in various pending or threatened legal actions. While we are unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from any of these actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows, including our ability to pay dividends. However, because of the inherent uncertainty of litigation and arbitration proceedings, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material adverse effect on our consolidated financial position, results of operations or cash flows, including our ability to pay dividends.

19. Related Party Transactions

Old Ocean Reserves, an affiliate of our customer Hilcorp, has the right to designate one director to serve on our Board of Directors as long as Old Ocean Reserves or its successors (together with its affiliates) owns at least 7.5% of our outstanding common stock. As of June 30, 2022, Old Ocean Reserves owned 10.7% of our outstanding common stock. Jason C. Rebrook, Chief Executive Officer and Director of Harvest Midstream Company, a Hilcorp affiliate, has served as Old Ocean Reserves’ representative director since July 2020.

Revenue from Hilcorp and affiliates was $9.2 million and $9.6 million during the three months ended June 30, 2022 and 2021, respectively, and $18.6 million and $19.1 million during the six months ended June 30, 2022 and 2021, respectively. Accounts receivable, net due from Hilcorp and affiliates was $4.3 million and $3.7 million as of June 30, 2022 and December 31, 2021, respectively.

20. Segments

We manage our business segments primarily based on the type of product or service provided. We have two segments which we operate within the U.S.: contract operations and aftermarket services. The contract operations segment primarily provides natural gas compression services to meet specific customer requirements. The aftermarket services segment provides a full range of services to support the compression needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets.

We evaluate the performance of our segments based on gross margin for each segment. Revenue includes only sales to external customers.

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Contract

    

Aftermarket

    

(in thousands)

    

Operations

    

Services

    

Total

Three months ended June 30, 2022

 

  

 

  

 

  

Revenue

$

166,298

$

49,530

$

215,828

Gross margin

 

97,943

 

7,820

 

105,763

Three months ended June 30, 2021

 

  

 

  

 

  

Revenue

$

163,865

$

31,750

$

195,615

Gross margin

 

102,478

 

4,260

 

106,738

Six months ended June 30, 2022

 

  

 

  

 

  

Revenue

$

329,954

$

83,075

$

413,029

Gross margin

 

197,098

 

12,727

 

209,825

Six months ended June 30, 2021

 

  

 

  

 

  

Revenue

$

329,899

$

61,147

$

391,046

Gross margin

 

207,147

 

7,874

 

215,021

The following table reconciles total gross margin to income before income taxes:

Three Months Ended

    

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

Total gross margin

$

105,763

$

106,738

$

209,825

$

215,021

Less:

 

  

 

  

 

  

 

  

Selling, general and administrative

 

27,691

 

26,077

 

55,464

 

51,161

Depreciation and amortization

 

41,356

 

44,193

 

84,395

 

89,905

Long-lived and other asset impairment

 

4,647

 

2,960

 

12,063

 

10,033

Restructuring charges

743

1,640

Interest expense

 

24,456

 

25,958

 

49,702

 

57,203

Gain on sale of assets, net

(18,948)

(3,124)

(21,060)

(14,156)

Other (income) expense, net

 

497

 

(82)

 

533

 

(1,971)

Income before income taxes

$

26,064

$

10,013

$

28,728

$

21,206

21. Impact of Hurricane

In August 2021, Hurricane Ida caused operational disruptions, damage to compressors and a temporary shutdown of facilities in Louisiana that negatively impacted our financial performance in the quarter. At December 31, 2021, we had an insurance recovery receivable of $2.8 million related to the facility and compressor damages, which we received in cash in the first quarter of 2022. The remaining portion of our insurance claim pertaining to business interruption is in process. Any amount recovered will not be subject to an additional deductible and will be recognized upon notice of final settlement.

22. Subsequent Event

On July 1, 2022, we acquired an additional 5% equity interest in ECOTEC, which increased our total ownership interest to 19%.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Financial Statements and the notes thereto included in this Quarterly Report on Form 10-Q and in conjunction with our 2021 Form 10-K.

Overview

We are an energy infrastructure company with a primary focus on midstream natural gas compression. We are the leading provider of natural gas compression services to customers in the energy industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. We operate in two business segments: contract operations and aftermarket services. Our contract operations services primarily include designing, sourcing, owning, installing, operating, servicing, repairing and maintaining our owned fleet of natural gas compression equipment to provide natural gas compression services to our customers. In our aftermarket services business, we sell parts and components and provide operations, maintenance, overhaul and reconfiguration services to customers who own compression equipment.

Recent Business Developments

May 2022 Disposition

In May 2022, we completed the sale of certain contract operations customer service agreements and approximately 380 compressors, comprising approximately 70,000 horsepower, used to provide compression services under those agreements, as well as other assets used to support the operations. We received cash consideration of $55.5 million for the sale and recorded a gain on the sale of $16.7 million during the three and six months ended June 30, 2022. See Note 2 (“Business Transactions”) to our Financial Statements for further details of this transaction.

Investment in ECOTEC

In April 2022, we agreed to acquire for cash a 25% equity interest in ECOTEC, a company specializing in methane emissions monitoring and management. As of June 30, 2022, our ownership interest was 14%. See Note 5 (“Equity Investments”) to our Financial Statements for further details.

Operating Highlights

Three Months Ended

Six Months Ended

 

June 30, 

June 30, 

 

(horsepower in thousands)

    

2022

    

2021

    

    

2022

    

2021

    

Total available horsepower (at period end)(1)

    

3,810

    

4,041

    

    

3,810

    

4,041

Total operating horsepower (at period end)(2)

3,322

 

3,295

 

3,322

 

3,295

Average operating horsepower

3,297

 

3,316

 

3,277

 

3,339

Horsepower utilization:

  

 

  

 

  

 

  

Spot (at period end)

87

%  

82

%  

87

%  

82

%

Average

86

%  

82

%  

85

%  

82

%

(1)Defined as idle and operating horsepower. Includes new compressors completed by third party manufacturers that have been delivered to us.
(2)Defined as horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue.

Non-GAAP Financial Measures

Management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measure of gross margin.

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We define gross margin as total revenue less cost of sales (excluding depreciation and amortization). Gross margin is included as a supplemental disclosure because it is a primary measure used by our management to evaluate the results of revenue and cost of sales (excluding depreciation and amortization), which are key components of our operations. We believe gross margin is important because it focuses on the current operating performance of our operations and excludes the impact of the prior historical costs of the assets acquired or constructed that are utilized in those operations, the indirect costs associated with our SG&A activities, our financing methods and income taxes. In addition, depreciation and amortization may not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs of current operating activity. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly-titled measure of other entities because other entities may not calculate gross margin in the same manner.

Gross margin has certain material limitations associated with its use as compared to net income (loss). These limitations are primarily due to the exclusion of SG&A, depreciation and amortization, impairments, restructuring charges, interest expense, (gain) loss on sale of assets, net, other (income) expense, net and provision for (benefit from) income taxes. Because we intend to finance a portion of our operations through borrowings, interest expense is a necessary element of our costs and our ability to generate revenue. Additionally, because we use capital assets, depreciation expense is a necessary element of our costs and our ability to generate revenue and SG&A is necessary to support our operations and required corporate activities. To compensate for these limitations, management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a more complete understanding of our performance.

The following table reconciles net income to gross margin:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(in thousands)

    

2022

    

2021

    

2022

    

2021

Net income

$

16,746

$

8,752

$

18,467

$

12,921

Selling, general and administrative

 

27,691

 

26,077

 

55,464

 

51,161

Depreciation and amortization

 

41,356

 

44,193

 

84,395

 

89,905

Long-lived and other asset impairment

 

4,647

 

2,960

 

12,063

 

10,033

Restructuring charges

743

1,640

Interest expense

 

24,456

 

25,958

 

49,702

 

57,203

Gain on sale of assets, net

(18,948)

(3,124)

(21,060)

(14,156)

Other (income) expense, net

 

497

 

(82)

 

533

 

(1,971)

Provision for income taxes

 

9,318

 

1,261

 

10,261

 

8,285

Gross margin

$

105,763

$

106,738

$

209,825

$

215,021

Results of Operations: Summary of Results

Revenue

Revenue was $215.8 million and $195.6 million during the three months ended June 30, 2022 and 2021, respectively, and $413.0 million and $391.0 million during the six months ended June 30, 2022 and 2021, respectively. The increases in consolidated revenue during these periods were primarily due to increased revenue from our aftermarket services business. See “Contract Operations” and “Aftermarket Services” below for further details.

Net Income

Net income was $16.7 million and $8.8 million during the three months ended June 30, 2022 and 2021, respectively. The increase was primarily driven by increases in gain on sale of assets, net and gross margin from our aftermarket services business, as well as decreases in depreciation and amortization and interest expense. These changes were partially offset by a decrease in gross margin from our contract operations business and increases in our provision for income taxes, SG&A and long-lived and other asset impairment.

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Net income was $18.5 million and $12.9 million during the six months ended June 30, 2022 and 2021, respectively. The increase was primarily driven by increases in gain on sale of assets, net and gross margin from our aftermarket services business, as well as decreases in interest expense, depreciation and amortization and restructuring charges. These changes were partially offset by a decrease in gross margin from our contract operations business, increases in SG&A, long-lived and other asset impairment and provision for income taxes and a change from net other income to net other expense.

Results of Operations: Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Contract Operations

 

Three Months Ended

June 30, 

Increase

(dollars in thousands)

    

2022

    

2021

    

(Decrease)

Revenue

$

166,298

$

163,865

1

%

Cost of sales (excluding depreciation and amortization)

 

68,355

 

61,387

11

%

Gross margin

$

97,943

$

102,478

(4)

%

Gross margin percentage (1)

 

59

%  

 

63

%  

(4)

%

(1)Defined as gross margin divided by revenue.

Revenue increased primarily due to an increase in contract operations rates in response to improving market conditions and units returning to operating status from standby, which was partially offset by the impact of the strategic disposition of 147,000 horsepower in 2021. Adjusting for these dispositions, operating horsepower increased quarter over quarter.

Despite this increase in revenue, gross margin decreased due to a larger increase in cost of sales. Start-up, maintenance, lube oil and other operating expenses increased, driven by higher pricing throughout our supply chain, as well as increased volumes associated with unit redeployment as customer activity accelerated. Partially offsetting these cost increases was the decrease in expense attributable to the horsepower sold in 2021.

Aftermarket Services

 

Three Months Ended

 

June 30, 

Increase

(dollars in thousands)

    

2022

    

2021

    

(Decrease)

Revenue

$

49,530

$

31,750

 

56

%

Cost of sales (excluding depreciation and amortization)

 

41,710

 

27,490

 

52

%

Gross margin

$

7,820

$

4,260

 

84

%

Gross margin percentage

 

16

%  

 

13

%  

3

%

Revenue increased primarily due to increases in parts sales and service activities, as the market recovery drove an increase in customer demand.

Gross margin increased due to the increase in revenue and despite an increase in cost of sales, which was primarily driven by the same increases in parts sales and service activities.  

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Costs and Expenses

 

Three Months Ended

June 30, 

(in thousands)

    

2022

    

2021

Selling, general and administrative

$

27,691

$

26,077

Depreciation and amortization

 

41,356

 

44,193

Long-lived and other asset impairment

 

4,647

 

2,960

Restructuring charges

743

Interest expense

 

24,456

 

25,958

Gain on sale of assets, net

(18,948)

(3,124)

Other (income) expense, net

 

497

 

(82)

Selling, general and administrative. The increase in SG&A was primarily due to a $0.7 million increase in bad debt expense and a $0.7 million increase in information technology expense, which largely consisted of increased service agreement costs and amortization of capitalized implementation costs related to the substantial completion of our process and technology transformation project at the end of 2021.

Depreciation and amortization. The decrease in depreciation and amortization expense was primarily due to a decrease in depreciation expense resulting from assets reaching the end of their depreciable lives and the impact of compression and other asset sales. These decreases were partially offset by an increase in depreciation expense associated with fixed asset additions.

Long-lived and other asset impairment. We periodically review the future deployment of our idle compressors for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. In addition, we evaluate for impairment idle units that have been culled from our compression fleet in prior years and are available for sale. See Note 11 (“Long-Lived and Other Asset Impairment”) to our Financial Statements for further details. The following table presents the results of our compression fleet impairment review, as recorded in our contract operations segment:

 

Three Months Ended

June 30, 

(dollars in thousands)

    

2022

    

2021

Idle compressors retired from the active fleet

 

30

 

45

Horsepower of idle compressors retired from the active fleet

 

26,000

 

13,000

Impairment recorded on idle compressors retired from the active fleet

$

4,647

$

2,832

Restructuring charges. Restructuring charges of $0.7 million during the three months ended June 30, 2021 primarily consisted of severance costs related to our pandemic restructuring activities. See Note 12 (“Restructuring Charges”) to our Financial Statements for further details.

Interest expense. The decrease in interest expense was primarily due to a decrease in the average outstanding balance of long-term debt.

Gain on sale of assets, net. The increase in gain on sale of assets, net was primarily due to the $16.7 million gain on the May 2022 Disposition and gains of $1.8 million recognized on other compression assets sold during the three months ended June 30, 2022, compared to gains of $2.1 million and $1.1 million recognized on sales of compression assets and transportation and shop assets, respectively, during the three months ended June 30, 2021.

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Provision for Income Taxes

 

Three Months Ended

 

June 30, 

Increase

(dollars in thousands)

    

2022

    

2021

    

(Decrease)

Provision for income taxes

$

9,318

$

1,261

 

639

%

Effective tax rate

 

36

%  

 

13

%  

23

%

The increase in provision for income taxes was primarily due to the tax effect of the increase in book income during the three months ended June 30, 2022 compared to the three months ended June 30, 2021.

Results of Operations: Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Contract Operations

 

Six Months Ended

June 30, 

Increase

(dollars in thousands)

    

2022

    

2021

    

(Decrease)

Revenue

$

329,954

$

329,899

%

Cost of sales (excluding depreciation and amortization)

 

132,856

 

122,752

8

%

Gross margin

$

197,098

$

207,147

(5)

%

Gross margin percentage

 

60

%  

 

63

%  

(3)

%

Revenue was unchanged primarily due to an increase in contract operations rates in response to improving market conditions and units returning to operating status from standby, and the offsetting impact of the strategic disposition of 147,000 horsepower in 2021. Adjusting for these dispositions, operating horsepower increased year over year.

With revenue unchanged, gross margin decreased with the increase in cost of sales. Start-up, maintenance, lube oil and other operating expenses increased, driven by higher pricing throughout our supply chain, as well as increased volumes associated with unit redeployment as customer activity accelerated. Partially offsetting these cost increases was the decrease in expense attributable to the horsepower sold in 2021.

Aftermarket Services

 

Six Months Ended

 

June 30, 

Increase

(dollars in thousands)

    

2022

    

2021

    

(Decrease)

Revenue

$

83,075

$

61,147

 

36

%

Cost of sales (excluding depreciation and amortization)

 

70,348

 

53,273

 

32

%

Gross margin

$

12,727

$

7,874

 

62

%

Gross margin percentage

 

15

%  

 

13

%  

2

%

Revenue increased primarily due to increases in parts sales and service activities, as the market recovery drove an increase in customer demand.

Gross margin increased due to the increase in revenue and despite an increase in cost of sales, which was primarily driven by the same increases in parts sales and service activities.

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Table of Contents

Costs and Expenses

 

Six Months Ended

June 30, 

(in thousands)

    

2022

    

2021

Selling, general and administrative

$

55,464

$

51,161

Depreciation and amortization

 

84,395

89,905

Long-lived and other asset impairment

 

12,063

10,033

Restructuring charges

1,640

Interest expense

 

49,702

57,203

Gain on sale of assets, net

(21,060)

(14,156)

Other (income) expense, net

 

533

(1,971)

Selling, general and administrative. The increase in SG&A was primarily due to a $1.8 million increase in sales and use tax that was mainly driven by audit settlements in 2021 and no comparable settlements in 2022, a $0.7 million increase in information technology expense, which largely consisted of increased service agreement costs and amortization of capitalized implementation costs related to the substantial completion of our process and technology transformation project at the end of 2021, and $0.6 million increases in each of employee travel and meeting expense and bad debt expense.

Depreciation and amortization. The decrease in depreciation and amortization expense was primarily due to a decrease in depreciation expense resulting from assets reaching the end of their depreciable lives, the impact of compression and other asset sales and impairments and a decrease in amortization expense as certain intangible assets reached the end of their useful lives. These decreases were partially offset by an increase in depreciation expense associated with fixed asset additions.

Long-lived and other asset impairment. We periodically review the future deployment of our idle compressors for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. In addition, we evaluate for impairment idle units that have been culled from our compression fleet in prior years and are available for sale. See Note 11 (“Long-Lived and Other Asset Impairment”) to our Financial Statements for further details. The following table presents the results of our compression fleet impairment review, as recorded in our contract operations segment:

 

Six Months Ended

June 30, 

(dollars in thousands)

    

2022

    

2021

Idle compressors retired from the active fleet

 

75

 

115

Horsepower of idle compressors retired from the active fleet

 

57,000

 

37,000

Impairment recorded on idle compressors retired from the active fleet

$

12,056

$

9,844

Restructuring charges. Restructuring charges of $1.6 million during the six months ended June 30, 2021 primarily consisted of severance costs related to our pandemic restructuring activities. See Note 12 (“Restructuring Charges”) to our Financial Statements for further details.

Interest expense. The decrease in interest expense was primarily due to the $4.9 million write-off of unamortized deferred financing costs related to the amendment of our Credit Facility in the first quarter of 2021 and a decrease in the average outstanding balance of long-term debt.

Gain on sale of assets, net. Our net gain on the sale of assets during the six months ended June 30, 2022 was primarily due to the $16.7 million gain on the May 2022 Disposition and gains of $3.2 million and $1.1 million recognized on sales of other compression assets and transportation and shop assets, respectively, during the period.

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Our net gain on the sale of assets during the six months ended June 30, 2021 was primarily due to the $6.0 million gain on the February 2021 Disposition and gains of $6.4 million and $2.1 million recognized on sales of other compression assets and transportation and shop assets, respectively, during the period.

Other (income) expense, net. The change from net other income to net other expense was primarily due to a $0.9 million reduction in indemnification expense in 2021 due to the settlement of an audit pursuant to our tax matters agreement with Exterran Corporation, as well as income in 2021 of $0.3 million and $0.3 million related to compressor parts recycling and equipment damaged at a customer site, respectively.

Provision for Income Taxes

 

Six Months Ended

 

June 30, 

Increase

(dollars in thousands)

    

2022

    

2021

    

(Decrease)

Provision for income taxes

$

10,261

$

8,285

 

24

%

Effective tax rate

 

36

%  

 

39

%  

(3)

%

The increase in provision for income taxes was primarily due to the tax effect of the increase in book income during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

Liquidity and Capital Resources

Overview

Our ability to fund operations, finance capital expenditures and pay dividends depends on the levels of our operating cash flows and access to the capital and credit markets. Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under our Credit Facility. Our cash flow is affected by numerous factors including prices and demand for our services, oil and natural gas exploration and production spending, conditions in the financial markets and other factors. We have no near-term maturities and believe that our operating cash flows and borrowings under the Credit Facility will be sufficient to meet our future liquidity needs.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, may be material, will be upon terms and prices as we may determine and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Cash Requirements

Our contract operations business is capital intensive, requiring significant investment to maintain and upgrade existing operations. Our capital spending is primarily dependent on the demand for our contract operations services and the availability of the type of compression equipment required for us to provide those contract operations services to our customers. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of, the following:

operating expenses, namely employee compensation and benefits and inventory and lube oil purchases;
growth capital expenditures;
maintenance capital expenditures;
interest on our outstanding debt obligations; and
dividend payments to our stockholders.

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Capital Expenditures

Growth Capital Expenditures. The majority of our growth capital expenditures are related to the acquisition cost of new compressors when our idle equipment cannot be reconfigured to economically fulfill a project’s requirements and the new compressor is expected to generate economic returns that exceed our cost of capital over the compressor’s expected useful life. In addition to newly-acquired compressors, growth capital expenditures include the upgrading of major components on an existing compression package where the current configuration of the compression package is no longer in demand and the compressor is not likely to return to an operating status without the capital expenditures. These expenditures substantially modify the operating parameters of the compression package such that it can be used in applications for which it previously was not suited.

Maintenance Capital Expenditures. Maintenance capital expenditures are related to major overhauls of significant components of a compression package, such as the engine, compressor and cooler, which return the components to a like-new condition, but do not modify the application for which the compression package was designed.

Projected Capital Expenditures. We currently plan to spend approximately $230 million to $235 million in capital expenditures during 2022, primarily consisting of approximately $150 million for growth capital expenditures and approximately $70 million to $75 million for maintenance capital expenditures. We anticipate increased 2022 capital expenditures, particularly growth capital expenditures, as compared to 2021 due to increased investment in new compression equipment as a result of higher customer demand.

Dividends

On July 28, 2022, our Board of Directors declared a quarterly dividend of $0.145 per share of common stock to be paid on August 16, 2022 to stockholders of record at the close of business on August 9, 2022. Any future determinations to pay cash dividends to our stockholders will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations and credit and loan agreements in effect at that time and other factors deemed relevant by our Board of Directors.

Sources of Cash

Revolving Credit Facility

During the six months ended June 30, 2022 and 2021, the Credit Facility had an average daily balance of $231.5 million and $345.3 million, respectively. The weighted average annual interest rate on the outstanding balance under the Credit Facility, excluding the effect of interest rate swaps, was 3.9% and 2.6% at June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, there were $5.8 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 2.3%.

As of June 30, 2022, we were in compliance with all covenants under our Credit Facility. As a result of the facility’s financial ratio requirements, $476.6 million of the $508.5 million of undrawn capacity was available for additional borrowings as of June 30, 2022.

At-the-Market Continuous Equity Offering Program

During the six months ended June 30, 2022 and 2021, we sold 447,020 and 357,148 shares of common stock for net proceeds of $4.2 million and $3.4 million, respectively, pursuant to our ATM agreement. See Note 9 (“Equity”) to our Financial Statements for further details.

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Cash Flows

Our cash flows, as reflected in our condensed consolidated statements of cash flows, are summarized below:

 

Six Months Ended

June 30, 

(in thousands)

    

2022

    

2021

Net cash provided by (used in):

 

  

 

  

Operating activities

$

89,524

$

126,617

Investing activities

 

(46,034)

 

(866)

Financing activities

 

(43,109)

 

(123,536)

Net increase in cash and cash equivalents

$

381

$

2,215

Operating Activities

The decrease in net cash provided by operating activities was primarily due to increased cash outflow for cost of sales, contract costs, SG&A and inventory, as well as decreased cash inflow from accounts receivable. Partially offsetting these decreases in operating cash were increased cash inflow from revenue and deferred revenue and decreased cash outflow for accounts payable and other liabilities, restructuring charges and interest paid on long-term debt.

Investing Activities

The increase in net cash used in investing activities was primarily due to a $67.3 million increase in capital expenditures and the $8.0 million investment made in unconsolidated entities during the six months ended June 30, 2022. These cash outflows were partially offset by a $28.3 million increase in proceeds from the sales of property, plant and equipment.

Financing Activities

The decrease in net cash used in financing activities was primarily due to $76.5 million of net repayments of long-term debt during 2021, compared to $1.2 million in net borrowings in 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk associated with changes in the variable interest rate of our Credit Facility. We have previously used derivative instruments to manage our exposure to fluctuations in this variable interest rate, however, our interest rate swaps expired in the first quarter of 2022, and all borrowings under the Credit Facility are now subject to variable interest rates.

A 1% increase in the effective interest rate on our Credit Facility’s outstanding balance at June 30, 2022 would have resulted in an annual increase in our interest expense of $2.4 million.

Item 4. Controls and Procedures

This Item 4 includes information concerning the controls and controls evaluation referred to in the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Exchange Act included in this Quarterly Report as Exhibits 31.1 and 31.2.

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Management’s Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), which are designed to provide reasonable assurance that we are able to record, process, summarize and report the information required to be disclosed in our reports under the Exchange Act within the time periods specified in the rules and forms of the SEC. Based on the evaluation, as of June 30, 2022 our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, and made known to our principal executive officer and principal financial officer, on a timely basis to ensure that it is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

During the first quarter of 2022, we implemented a new ERP system, which replaced our existing core financial systems, resulting in changes to our financial close processes and procedures. As a result of the implementation, certain internal controls over financial reporting were automated, modified or implemented. While we believe the new ERP system will enhance our internal controls, there are inherent risks in implementing any new system, and we will continue to evaluate these control changes as part of our assessment of control design and effectiveness throughout 2022.

There were no other changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are involved in various pending or threatened legal actions. While we are unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from any of these actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows, including our ability to pay dividends. However, because of the inherent uncertainty of litigation and arbitration proceedings, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material adverse effect on our consolidated financial position, results of operations or cash flows, including our ability to pay dividends.

Item 1A. Risk Factors

There have been no material changes or updates to the risk factors previously disclosed in our 2021 Form 10-K.

Item 2. Purchases of Equity Securities by Issuer and Affiliated Purchasers

The following table summarizes our purchases of equity securities during the three months ended June 30, 2022:

Maximum

Number of Shares

Total Number of

That May Yet be

Average

Shares Purchased

Purchased Under

Total Number

Price

as Part of Publicly

the Publicly

of Shares

Paid per

Announced Plans

Announced Plans

    

Purchased (1)

    

Share

    

or Programs

    

or Programs

April 1, 2022 — April 30, 2022

303

$

9.16

N/A

N/A

May 1, 2022 — May 31, 2022

 

 

 

N/A

 

N/A

June 1, 2022 — June 30, 2022

 

 

 

N/A

 

N/A

Total

 

303

9.16

 

N/A

 

N/A

(1)Represents shares withheld to satisfy employees’ tax obligations in connection with the vesting of restricted stock awards during the period.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No.

    

Description

3.1

Composite Certificate of Incorporation of Archrock, Inc. (as amended as of November 3, 2015), incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015

3.2

Third Amended and Restated Bylaws of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on March 20, 2013

3.3

Amendment No. 1 to Third Amended and Restated Bylaws of Archrock, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on May 5, 2020

31.1*

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.1*

Interactive data files (formatted in Inline XBRL) pursuant to Rule 405 of Regulation S-T

104.1*

Cover page interactive data file (formatted in Inline XBRL) pursuant to Rule 406 of Regulation S-T

*      Filed herewith.

**    Furnished, not filed.

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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.

Archrock, Inc.

By:

/s/ Douglas S. Aron

Douglas S. Aron

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

By:

/s/ Donna A. Henderson

Donna A. Henderson

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

August 3, 2022

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