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 September 30, 2022

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

 

For the transition period from _____ to______

 

Commission File Number 001-35195 

CSI Compressco LP

(Exact name of registrant as specified in its charter)

Delaware			94-3450907
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
1735 Hughes Landing Boulevard, Suite 200
The Woodlands,
TX			77380
(Address of Principal Executive Offices)			(Zip Code)

 (832) 365-2257

(Registrant’s Telephone Number, Including Area Code)

_______________________________________________________________________

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS			CCLP			NASDAQ

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 ☒

As of November 1, 2022, there were 141,237,462 Common Units outstanding.

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CSI Compressco LP
Table of Contents
			Page
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations			1
Consolidated Statements of Comprehensive Income (Loss)			2
Consolidated Balance Sheets			3
Consolidated Statements of Partners’ Capital			4
Consolidated Statements of Cash Flows			6
Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures about Market Risk			32
Item 4. Controls and Procedures			32
PART II—OTHER INFORMATION
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3. Defaults Upon Senior Securities			33
Item 4. Mine Safety Disclosures			33
Item 5. Other Information			33
Item 6. Exhibits			34
SIGNATURES			35

CERTAIN REFERENCES IN THIS QUARTERLY REPORT

 

References in this Quarterly Report to “CSI Compressco,” “we,” “our,” “us,” “the Partnership” or like terms refer to CSI Compressco LP and its wholly owned subsidiaries. References to “CSI Compressco GP” or “our general partner” refer to our general partner, CSI Compressco GP LLC. References to “Spartan” refer to Spartan Energy Partners LP and its controlled subsidiaries. References to “TETRA” refer to TETRA Technologies, Inc. and TETRA’s controlled subsidiaries, other than us.

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PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CSI Compressco LP

Consolidated Statements of Operations

(In Thousands, Except Unit and Per Unit Amounts)

(Unaudited)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Revenues:
Contract services			$	67,492					$	59,413					$	194,647					$	174,044
Aftermarket services			23,192						13,991						52,273						39,943
Equipment rentals			3,869						3,326						10,987						8,430
Equipment sales			342						954						1,522						1,564
Total revenues			94,895						77,684						259,429						223,981
Cost of revenues (excluding depreciation and amortization expense):
Cost of contract services			34,793						30,628						99,418						86,312
Cost of aftermarket services			18,056						11,898						42,051						33,664
Cost of equipment rentals			563						292						1,530						654
Cost of equipment sales			66						1,492						683						1,838
Total cost of revenues			53,478						44,310						143,682						122,468
Depreciation and amortization			19,867						19,627						58,572						58,662
Impairments and other charges			135						—						135						—
Selling, general, and administrative expense			10,731						10,265						32,483						31,068
Interest expense, net of capitalized interest of $119 and $300 in 2022 and $0 and $34 in 2021			12,615						13,635						37,552						40,975
Other (income) expense, net			1,661						(608)						2,530						(540)
Loss before taxes and discontinued operations			(3,592)						(9,545)						(15,525)						(28,652)
Provision for income taxes			940						677						2,497						3,730
Loss from continuing operations			(4,532)						(10,222)						$	(18,022)					$	(32,382)
Income (loss) from discontinued operations, net of taxes			81						(270)						$	173					$	(623)
Net loss			$	(4,451)					$	(10,492)					$	(17,849)					$	(33,005)
General partner interest in net loss			$	(21)					$	(146)					$	(84)					$	(458)
Common units interest in net loss			$	(4,430)					$	(10,346)					$	(17,765)					$	(32,547)
Basic and diluted net loss per common unit:
Loss from continuing operations per common unit			$	(0.03)					$	(0.21)					$	(0.13)					$	(0.67)
Loss from discontinued operations per common unit			—						(0.01)						$	—					$	(0.01)
Net loss per common unit			$	(0.03)					$	(0.22)					$	(0.13)					$	(0.68)
Weighted average common units outstanding:
Basic			141,213,944						47,971,240						141,067,185						47,889,691
Diluted			141,213,944						47,971,240						141,067,185						47,889,691

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)

(Unaudited)

 

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Net loss			$	(4,451)					$	(10,492)					$	(17,849)					$	(33,005)
Foreign currency translation adjustment, net of tax of $0 in 2022 and 2021			(228)						(152)						(313)						(14)
Comprehensive loss			$	(4,679)					$	(10,644)					$	(18,162)					$	(33,019)

 

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Consolidated Balance Sheets

(In Thousands, Except Unit Amounts)

			September 30, 2022						December 31, 2021
			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents			$	15,665					$	6,598
Trade accounts receivable, net of allowance for doubtful accounts of $736 as of September 30, 2022 and $1,223 as of December 31, 2021			60,081						53,520
Trade receivable - affiliate			2,498						—
Inventories			43,598						33,271
Prepaid expenses and other current assets			6,689						7,390
Total current assets			128,531						100,779
Property, plant, and equipment:
Land and building			7,227						13,409
Compressors and equipment			1,104,805						1,072,927
Vehicles			8,654						8,469
Construction in progress			32,483						31,968
Total property, plant, and equipment			1,153,169						1,126,773
Less accumulated depreciation			(602,319)						(556,311)
Net property, plant, and equipment			550,850						570,462
Other assets:
Intangible assets, net of accumulated amortization of $35,888 as of September 30, 2022 and $33,672 as of December 31, 2021			19,879						22,095
Operating lease right-of-use assets			28,047						25,898
Deferred tax asset			5						5
Other assets			3,022						3,122
Total other assets			50,953						51,120
Total assets			$	730,334					$	722,361
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable			$	40,803					$	28,958
Accrued liabilities and other			57,222						42,075
Current liabilities associated with discontinued operations			—						262
Total current liabilities			98,025						71,295
Other liabilities:
Long-term debt, net			623,916						631,141
Deferred tax liabilities			1,028						819
Operating lease liabilities			18,897						17,648
Other long-term liabilities			8,778						299
Total other liabilities			652,619						649,907
Commitments and contingencies
Partners’ capital:
General partner interest			(1,591)						(1,486)
Common units (141,213,944 units issued and outstanding at September 30, 2022 and 140,386,811 units issued and outstanding at December 31, 2021)			(4,002)						17,049
Accumulated other comprehensive loss			(14,717)						(14,404)
Total partners’ capital			(20,310)						1,159
Total liabilities and partners’ capital			$	730,334					$	722,361

 

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Consolidated Statements of Partners’ Capital

(In Thousands)

(Unaudited)

			Partners’ Capital																		Accumulated Other Comprehensive Income (Loss)						Total Partners’ Capital
			General Partner						Common Unitholders
			Amount						Units						Amount
Balance at December 31, 2021			$	(1,486)					140,386						$	17,049					$	(14,404)					$	1,159
Net loss			(31)						—						(6,539)						—						(6,570)
Distributions ($0.01 per unit)			(7)						—						(1,404)						—						(1,411)
Equity compensation, net			—						—						52						—						52
Vesting of Phantom Units			—						828						—						—						—
Translation adjustment, net of taxes of $0			—						—						—						12						12
Balance at March 31, 2022			$	(1,524)					141,214						$	9,158					$	(14,392)					$	(6,758)
Net loss			(32)						—						(6,796)						—						(6,828)
Distributions ($0.01 per unit)			(7)						—						(1,412)						—						(1,419)
Equity compensation, net			—						—						431						—						431
Translation adjustment, net of taxes of $0			—						—						—						(97)						(97)
Balance at June 30, 2022			$	(1,563)					141,214						$	1,381					$	(14,489)					$	(14,671)
Net loss			(21)						—						(4,430)						—						(4,451)
Distributions ($0.01 per unit)			(7)						—						(1,412)						—						(1,419)
Equity compensation			—						—						459						—						459
Translation adjustment, net of taxes of $0			—						—						—						(228)						(228)
Balance at September 30, 2022			$	(1,591)					141,214						$	(4,002)					$	(14,717)					$	(20,310)

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			Partners’ Capital																		Accumulated Other Comprehensive Income (Loss)						Total Partners’ Capital
									Limited Partners
			General Partner						Common Unitholders
			Amount						Units						Amount
Balance at December 31, 2020			$	(885)					47,352						$	(10,055)					$	(14,393)					$	(25,333)
Net loss			(179)						—						(12,716)						—						(12,895)
Distributions ($0.01 per unit)			(7)						—						(477)						—						(484)
Equity compensation, net			—						—						474						—						474
Vesting of Phantom Units			—						619						—						—						—
Consideration for the Spartan acquisition			—						—						26,444						—						26,444
Translation adjustment, net of taxes of $0			—						—						—						57						57
Other			—						—						(141)						—						(141)
Balance at March 31, 2021			$	(1,071)					47,971						$	3,529					$	(14,336)					$	(11,878)
Net loss			(133)						—						(9,487)						—						(9,620)
Distributions ($0.01 per unit)			(7)						—						(480)						—						(487)
Equity compensation, net			—						—						475						—						475
Translation adjustment, net of taxes of $0			—						—						—						81						81
Consideration for the Spartan acquisition			—						—						41						—						41
Balance at June 30, 2021			$	(1,211)					47,971						$	(5,922)					$	(14,255)					$	(21,388)
Net loss			(146)						—						(10,346)						—						(10,492)
Distributions ($0.01 per unit)			(7)						—						(480)						—						(487)
Equity compensation, net			—						—						500						—						500
Translation adjustment, net of taxes of $0			—						—						—						(152)						(152)
Consideration for the Spartan acquisition			—						—						(1,957)						—						(1,957)
Other			—						—						8						—						8
Balance at September 30, 2021			$	(1,364)					47,971						$	(18,197)					$	(14,407)					$	(33,968)

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

			Nine Months Ended September 30,
			2022						2021
Operating activities:
Net loss			$	(17,849)					$	(33,005)
Reconciliation of net loss to cash provided by operating activities:
Depreciation and amortization			58,572						58,662
Impairments and other charges			135						—
Provision for deferred income taxes			211						1,182
Second Lien Notes PIK interest			—						(835)
Equity compensation expense			941						1,807
Provision for doubtful accounts			(427)						527
Amortization of deferred financing costs			307						624
Other non-cash charges and credits			125						(199)
Loss (gain) on sale of property, plant, and equipment			425						(320)
Changes in operating assets and liabilities:
Accounts receivable			(8,943)						(5,288)
Inventories			(16,707)						(5,754)
Prepaid expenses and other current assets			4,985						(1,041)
Accounts payable and accrued expenses			20,813						15,851
Other			1,376						(735)
Net cash provided by operating activities			43,964						31,476
Investing activities:
Purchases of property, plant, and equipment, net			(39,561)						(17,721)
Proceeds from sale of property, plant, and equipment			4,384						846
Acquisition of affiliate from TETRA, net of cash acquired			—						420
Advances and other investing activities			—						(112)
Acquisition of business			—						1,169
Net cash used in investing activities			(35,177)						(15,398)
Financing activities:
Proceeds from long-term debt			22,599						5,915
Payments of long-term debt			(30,141)						(11,654)
Spartan Treating distribution before acquisition			—						(1,644)
Distributions			(4,248)						(1,457)
Equipment financing lease, net			12,844						—
Other financing activities			(766)						(159)
Net cash provided by (used in) financing activities			288						(8,999)
Effect of exchange rate changes on cash			(8)						2
Increase (decrease) in cash and cash equivalents and restricted cash			9,067						7,081
Cash and cash equivalents and restricted cash at beginning of period			6,598						16,577
Cash and cash equivalents and restricted cash at end of period			$	15,665					$	23,658
Supplemental cash flow information:
Interest paid			$	23,626					$	26,550
Income taxes paid			$	5,028					$	3,282
Decrease (increase) in accrued capital expenditures			$	310					$	1,626
Paid-in-kind interest			$	—					$	2,750

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Notes to Consolidated Financial Statements

(Unaudited)

 

NOTE 1 — ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES

 

Organization

    CSI Compressco LP, a Delaware limited partnership, is a provider of compression and treating services. Natural gas compression is used for oil production, gathering, artificial lift, transmission, processing, and storage. Treating services include the removal of contaminants from a natural gas stream and cooling to reduce the temperature of produced gas and liquids. We also sell used standard compressor packages and provide aftermarket services and compressor package parts and components manufactured by third-party suppliers. We provide contract and treating services and compressor parts and component sales to a broad base of natural gas and oil exploration and production, midstream, and transmission companies operating throughout many of the onshore producing regions of the United States as well as in a number of international locations, including the countries of Mexico, Canada, Argentina, Egypt and Chile. Previously, our equipment sales (new unit sales) business included the fabrication and sale of new standard and custom-designed, engineered compressor packages fabricated primarily at our facility in Midland, Texas. In the fourth quarter of 2020, we fully exited the new unit sales business and we have reflected these operations as discontinued operations for all periods presented. See Note 2 - “Discontinued Operations.” Used equipment sales revenue continues to be included in equipment sales revenue. Unless the context requires otherwise, when we refer to “the Partnership,” “we,” “us,” and “our,” we are describing CSI Compressco LP and its wholly owned subsidiaries.

Presentation

 

Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. In the opinion of our management, our unaudited consolidated financial statements as of September 30, 2022, and for the three and nine-month periods ended September 30, 2022 and 2021 include all normal recurring adjustments that are necessary to provide a fair statement of our results for these interim periods. Operating results for the three and nine-month period ended September 30, 2022 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2022.

The accompanying unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the U.S. Securities and Exchange Commission (“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2021 and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on March 14, 2022.

On November 10, 2021, the Partnership entered into a Contribution Agreement (the “Contribution Agreement”) by and among the Partnership, CSI Compressco GP LLC, a Delaware limited liability company (our “general partner”), Spartan Energy Partners, LP, a Delaware limited partnership (“Spartan”) and CSI Compressco Sub Inc., a Delaware corporation (“Compressco Sub”). Pursuant to the terms of the Contribution Agreement, Spartan contributed to the Partnership 100% of the limited liability company interest in Treating Holdco, LLC, a Delaware limited liability company (“Treating Holdco”), 100% of the common stock in Spartan Terminals Operating, Inc., a Delaware corporation (“Spartan Terminals”), and 99% of the limited liability company interests in Spartan Operating Company LLC, a Delaware limited liability company (“Spartan Operating” and together with Treating Holdco and Spartan Terminals, “Spartan Treating”) (such interests in Spartan Treating, the “Contributed Interests”) in exchange for 48.4 million common units in the Partnership. We refer to the acquisition of the contributed interests as the “Spartan Acquisition.” The Spartan Acquisition was accounted for as a change in reporting entity between entities under common control in accordance with ASC 250-10-45-21. A change in reporting entity requires retrospective application for all periods as if the Spartan Acquisition had been in effect since inception of common control. As a result, the consolidated financial statements and notes thereto for the Partnership reflected in this report have been prepared as if the change in reporting entity occurred on January 29, 2021. See Note 4 - “Common Control Acquisition,” for a description of the transaction.

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Segments

Our general partner has concluded that we operate in one reportable segment.

Business Combinations

When we acquire a business from an entity under common control, whereby the companies are ultimately controlled by the same party or parties both before and after the transaction, it is treated similar to the pooling of interests method of accounting. The assets and liabilities are recorded at the transferring entity’s historical cost instead of reflecting the fair value of assets and liabilities. Accordingly, the financial statements reflect the combined entities at historical carrying values from the date of common control for the periods ended September 30, 2021.

Significant Accounting Policies

    Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K. There have been no significant changes in our accounting policies or the application thereof during the three and nine-months ended September 30, 2022.

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material.

Cash Equivalents

We consider all highly liquid cash investments with maturities of three months or less when purchased to be cash equivalents. We have concentrated credit risk for cash by maintaining deposits in a major bank, which may at times exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). We monitor the financial health of the bank and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. Management believes the financial institutions are financially sound and risk of loss is minimal.

Financial Instruments

Financial instruments that subject us to concentrations of credit risk consist principally of trade accounts receivable, which are primarily due from companies of varying size engaged in oil and gas activities in the United States, Canada, Mexico, Argentina, Chile, and Egypt. Our policy is to review the financial condition of customers before extending credit and periodically updating customer credit information. Payment terms are on a short-term basis. The risk of loss from the inability to collect trade receivables is heightened during prolonged periods of low oil and natural gas commodity prices.

We have currency exchange rate risk exposure related to transactions denominated in a foreign currency as well as to investments in certain of our international operations. Our risk management activities include the use of foreign currency forward purchase and sale derivative contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected international operations.

We have $52.5 million outstanding under our variable rate revolving credit facilities as of September 30, 2022 and face market risk exposure related to changes in applicable interest rates.

Foreign Currencies

 

We have designated the Canadian dollar, Mexican peso, Egyptian pound, Chilean peso and the Euro as the functional currency for Canada, Mexico, Egypt, Chile, and the Netherlands, respectively. We are exposed to fluctuations between the U.S. dollar and certain foreign currencies, including the Canadian dollar, the Mexican peso,

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the Argentine peso, the Egyptian pound, the Chilean peso, and Euro as a result of our international operations. Foreign currency exchange and hedge (gains) losses are included in other (income) expense, net and totaled $1.9 million and $3.0 million during the three and nine-month periods ended September 30, 2022, respectively, and $0.3 million and $0.2 million during the three and nine-month periods ended September 30, 2021, respectively.

Leases

Lessee

As a lessee, unless the lease meets the criteria of short-term and is excluded per our policy election described below, we initially recognize a lease liability and related right-of-use asset on the commencement date. The right-of-use asset represents our right to use an underlying asset and the lease liability represents our obligation to make lease payments to the lessor over the lease term.

All of our long-term leases are operating leases and are included in operating lease right-of-use assets, accrued liabilities and other, and operating lease liabilities in our consolidated balance sheet as of September 30, 2022 and December 31, 2021. We determine whether a contract is or contains a lease at inception of the contract. Where we are a lessee in a contract that includes an option to extend or terminate the lease, we include the extension period or exclude the period covered by the termination option in our lease term in determining the right-of-use asset and lease liability, if it is reasonably certain that we would exercise the option.

As an accounting policy election, we do not include short-term leases on our balance sheet. Short-term leases include leases with a term of 12 months or less, inclusive of renewal options we are reasonably certain to exercise. The lease payments for short-term leases are included as operating lease costs on a straight-line basis over the lease term in cost of revenues or selling, general, and administrative expense based on the use of the underlying asset. We recognize lease costs for variable lease payments not included in the determination of a lease liability in the period in which an obligation is incurred.

As allowed by U.S. GAAP, we do not separate nonlease components from the associated lease component for our contract services contracts and instead account for those components as a single component based on the accounting treatment of the predominant component. In our evaluation of whether Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842 “Leases” or ASC 606 “Revenue from Contracts with Customers” is applicable to the combined component based on the predominant component, we determined the services nonlease component is predominant, resulting in the ongoing recognition of our compression services contracts following ASC 606.

Our operating leases are recognized at the present value of lease payments over the lease term. When the implicit discount rate is not readily determinable, we use our incremental borrowing rate to calculate the discount rate used to determine the present value of lease payments. Consistent with other long-lived assets or asset groups that are held and used, we test for impairment of our right-of-use assets when impairment indicators are present.

Lessor

Our agreements for rental equipment contain an operating lease component under ASC 842 because we, as the lessor, retain substantial exposure to changes in the underlying asset’s value, unlike a sale or secured lending arrangement. Therefore, we do not derecognize the underlying asset, and recognize income associated with providing the lessee the right to control the use of the asset ratably over the lease term.

As a lessor, we recognize operating lease revenue on our statement of operations as equipment rentals. This revenue is recognized on a straight-line basis over the term of the lease based on the monthly rate in the agreement. The leased asset remains on the balance sheet consistent with other property, plant and equipment. Cash receipts associated with all leases are classified as cash flows from operating activities in the statement of cash flows.

The leased equipment primarily consists of the Spartan Treating amine plants, cooling units and production equipment. All of this equipment is modular and skid mounted. It can be moved between locations. Lease terms for this equipment vary in length. Amine plants range from one to five years while the cooling units range from six months to two years.

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Inventories

 

Inventories consist primarily of compressor package spare parts and supplies and work in process, and cost is determined using the weighted average cost method. The cost of work in progress is determined using the specific identification method.

Impairments and Other Charges

    Impairments of long-lived assets, including identified intangible assets, are determined periodically, when indicators of impairment are present. If such indicators are present, the determination of the amount of impairment is based on our judgments as to the future undiscounted operating cash flows to be generated from the relevant assets throughout their remaining estimated useful lives. If these undiscounted cash flows are less than the carrying amount of the related asset, an impairment is recognized for the excess of the carrying value over its fair value. Fair value of intangible assets is generally determined using the discounted present value of future cash flows using discount rates commensurate with the risks inherent with the specific assets. Assets held for disposal are recorded at the lower of carrying value or estimated fair value less estimated selling costs.

During the three and nine-month periods ended September 30, 2022 a certain engine in inventory was written off due to an engine being sold at a loss, resulting in a charge of $0.1 million. We did not record any impairments of long-lived assets during the three and nine-month periods ended 2021.

Income Taxes

Our operations are not subject to U.S. federal income tax other than the operations that are conducted through taxable subsidiaries. We incur state and local income taxes in certain areas of the U.S. in which we conduct business. We incur income taxes and are subject to withholding requirements related to certain of our operations in Latin America, Canada, and other foreign countries in which we operate. Furthermore, we also incur Texas Margin Tax, which, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, is classified as an income tax for reporting purposes. A portion of the carrying value of certain deferred tax assets is subject to a valuation allowance.

Earnings Per Common Unit

 

Our computations of earnings per common unit are based on the weighted average number of common units outstanding during the applicable period. Basic earnings per common unit are determined by dividing net income (loss) allocated to the common units after deducting the amount allocated to our general partner by the weighted average number of outstanding common units during the period.

 

When computing earnings per common unit under the two class method in periods when distributions are greater than earnings, the amount of the distribution is deducted from net income (loss) and the excess of distributions over earnings is allocated between the general partner and common units based on how our Partnership Agreement allocates net losses.

 

Diluted earnings per common unit are computed using the treasury stock method, which considers the potential future issuance of limited partner common units. Unvested phantom units are not included in basic earnings per common unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per common unit. For the three and nine-month periods ended September 30, 2022 and September 30, 2021, all unvested phantom units were excluded from the calculation of diluted common units because the impact was anti-dilutive.

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Fair Value Measurements

    We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. We utilize fair value measurements on a recurring basis in the accounting for our foreign currency forward purchase and sale derivative contracts. For these fair value measurements, we utilize the quoted value (a Level 2 fair value measurement). Refer to Note 9 – “Fair Value Measurements” for further discussion.

Fair value measurements are also utilized on a nonrecurring basis, such as in the allocation of purchase consideration for acquisition transactions to the assets and liabilities acquired, including intangible assets (a Level 3 fair value measurement) and for the impairment of long-lived assets (a Level 3 fair value measurement).

Distributions

On January 20, 2022, April 19, 2022, and July 19, 2022, the board of directors of our general partner declared a cash distribution attributable to the respective quarter end of $0.01 per outstanding common unit. These distributions equate to a distribution of $0.04 per outstanding common unit on an annualized basis. These quarterly distributions were paid on February 14, 2022, May 13, 2022, and August 12, 2022 to each of the holders of common units of record as of the close of business on January 31, 2022, April 30, 2022, and July 29, 2022, respectively.

New Accounting Pronouncements

Standards adopted in 2022

We did not adopt any new standards in 2022.

     

Standards not yet adopted

    In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses on financial instruments not accounted for at fair value through net income. The provisions require credit impairments to be measured over the contractual life of an asset and developed with consideration for past events, current conditions, and forecasts of future economic information. Credit impairments will be accounted for as an allowance for credit losses deducted from the amortized cost basis at each reporting date. Updates at each reporting date after initial adoption will be recorded through selling, general, and administrative expense. ASU 2016-13 is effective for us the first quarter of the 2023 fiscal year. We continue to assess the potential effects of these changes to our consolidated financial statements.

        

NOTE 2 — DISCONTINUED OPERATIONS

On July 2, 2020, we completed the sale of our Midland manufacturing facility. The Midland facility was used to design, fabricate and assemble new standard and customized compressor packages for our new unit sales business. In connection with the Midland manufacturing facility sale, we entered into an agreement with the buyer to continue to operate a portion of the facility, which allowed us to close out the remaining backlog for the new unit sales business and to continue to operate our aftermarket services business at that location for an interim period. Following completion of the last unit in October 2020, we ceased fabricating new compressor packages for sales to third parties or for our own service fleet. The operations associated with the new unit sales business were previously reported in equipment sales revenues and are now reflected as discontinued operations in our financial statements for all periods presented. Used equipment sales revenue continues to be included in equipment sales revenue. A summary of financial information related to our discontinued operations for the new unit sales business is as follows:

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Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Income (Loss) from Discontinued Operations

(in thousands)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2022						2021						2022						2021
Revenue						$	—					$	—					$	—					$	—
Cost of revenues						—						268						—						277
Depreciation and amortization						—						—						—						—
Impairments of long-lived assets						—						—						—						—
General and administrative expense						—						2						—						346
Other (income) expense, net						(81)						—						(173)						—
Total pretax income (loss) from discontinued operations						81						(270)						173						(623)
Income tax provision						—						—						—						—
Total income (loss) from discontinued operations						$	81					$	(270)					$	173					$	(623)

Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position

(in thousands)

			September 30, 2022						December 31, 2021
Carrying amounts of major classes of assets included as part of discontinued operations
Inventories			$	—					$	—
Other Current Assets			—						—
Current assets of discontinued operations			$	—					$	—
Carrying amounts of major classes of liabilities included as part of discontinued operations
Accrued liabilities			$	—					$	262
Current liabilities of discontinued operations			$	—					$	262

NOTE 3 — REVENUE FROM CONTRACTS WITH CUSTOMERS

    As of September 30, 2022, we had $89.2 million of remaining contractual performance obligations for compression services. As a practical expedient, this amount does not include revenue for compression service contracts whose original expected duration is less than twelve months and does not consider the effects of the time value of money. Expected revenue to be recognized in the future as of September 30, 2022 for completion of performance obligations of compression service contracts are as follows:

			2022						2023						2024						2025						Thereafter						Total
			(In Thousands)
Compression service contracts remaining performance obligations			$	43,036					$	31,483					$	10,589					$	2,423					$	1,679					$	89,210

    

    Our contract asset balances included in trade accounts receivable in our consolidated balance sheet, primarily associated with revenue accruals prior to invoicing, were $6.4 million and $4.1 million as of September 30, 2022 and December 31, 2021, respectively.

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    The following table reflects the changes in unearned income in our consolidated balance sheets for the periods indicated:

			Nine Months Ended September 30,
			2022						2021
			(In Thousands)
Unearned income, beginning of period			$	2,187					$	269
Additional unearned income			5,375						3,319
Revenue recognized			(4,446)						(2,002)
Unearned income, end of period			$	3,116					$	1,586

    Unearned income is included in accrued liabilities and other on the consolidated balance sheets. As of September 30, 2022 and December 31, 2021, contract costs were immaterial.

    Disaggregated revenue from contracts with customers by geography is as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(In Thousands)
Contract services
United States			$	58,371					$	50,182					$	166,399					$	147,599
International			9,121						9,231						28,248						26,445
			67,492						59,413						194,647						174,044
Aftermarket services
United States			22,625						13,648						51,174						38,564
International			567						343						1,099						1,379
			23,192						13,991						52,273						39,943
Equipment rentals
United States			2,458						1,686						6,890						4,555
International			1,411						1,640						4,097						3,875
			3,869						3,326						10,987						8,430
Equipment sales
United States			210						897						1,227						1,482
International			132						57						295						82
			342						954						1,522						1,564
Total Revenue
United States			83,664						66,413						225,690						192,200
International			11,231						11,271						33,739						31,781
			$	94,895					$	77,684					$	259,429					$	223,981

NOTE 4 — COMMON CONTROL ACQUISITION

On November 10, 2021, the Partnership entered into the Contribution Agreement with the general partner, Spartan, and Compressco Sub. Pursuant to the terms of the Contribution Agreement, Spartan contributed Spartan Treating to the Partnership in exchange for the issuance of 48.4 million common units in the Partnership to Spartan. As the Partnership and Spartan Treating were under common control at the time of the Spartan Acquisition, the acquisition was deemed to be a transaction under common control under ASC 805, “Business Combinations.” Therefore, we accounted for this transaction at the carrying amount of the net assets acquired and the results of operations have been combined for the Partnership and Spartan Treating from the date of common control, which was January 29, 2021.

Assets acquired and liabilities assumed are reported at their historical carrying amounts. The balance sheet of Spartan Treating on November 10, 2021, the date of acquisition, consisted of (in thousands):

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Current assets						$	6,616
Property, plant, and equipment						112,972
Less accumulated depreciation						(53,039)
Net property, plant, and equipment						59,933
Other assets						1,245
Total assets						67,794
Current liabilities						7,597
Long-term debt, net						32,590
Other liabilities						239
Total liabilities						40,426
Net assets						$	27,368

The Partnership’s consolidated financial statements as of September 30, 2022 and December 31, 2021 include the assets and liabilities of Spartan Treating, including intercompany eliminations. As the results of operations for Spartan Treating were consolidated as of January 29, 2021, the date common control began, the Partnership’s balances for Partners’ capital as of January 29, 2021 were adjusted to include Spartan Treating’s equity balances as of that date. On November 10, 2021, Partners’ capital associated with Spartan Treating was $27.4 million. In consolidation, Partners’ capital associated with Spartan Treating is eliminated.

The consideration for the Spartan Treating acquisition was the issuance to Spartan of 48.4 million common units. The value of the common units was approximately $65.3 million. As the acquisition is accounted for as a transaction under common control and the transfer of assets and liabilities occurs at historical cost, the value of the common units has no impact on Partners’ capital. The difference between the consideration and the net assets acquired of $37.9 million is recognized as a deemed distribution as the book value of net assets as of November 10, 2021 was less than the consideration. As the Spartan Treating acquisition was accounted for retrospectively to the date of common control, the Partnership’s Consolidated Statement of Operations includes Spartan Treating’s net income of $7.9 million corresponding to the period from January 29, 2021 to September 30, 2021.

The following tables include unaudited pro-forma financial information and the effect of the Spartan Acquisition after elimination of intercompany transactions.

						Three Months Ended September 30, 2021																		Nine Months Ended September 30, 2021
						CSI Compressco LP						Spartan Treating						Total						CSI Compressco LP						Spartan Treating						Total
						(In Thousands, Unaudited)
Revenue						$	71,294					$	6,390					$	77,684					$	206,762					$	17,219					$	223,981
Income (loss) from continuing operations						$	(14,092)					$	3,870					$	(10,222)					$	(40,289)					$	7,907					$	(32,382)
Net income (loss)						$	(14,362)					$	3,870					$	(10,492)					$	(40,912)					$	7,907					$	(33,005)

NOTE 5 — INVENTORIES

Components of inventories as of September 30, 2022 and December 31, 2021, are as follows: 

			September 30, 2022						December 31, 2021
			(In Thousands)
Parts and supplies			$	40,751					$	31,441
Work in progress			2,847						1,830
Total inventories			$	43,598					$	33,271

Inventories consist primarily of compressor package spare parts and supplies. Work in progress inventories consist of work in progress for our aftermarket business that has not been invoiced.

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NOTE 6 — LEASES

Lessor Accounting

Our leased equipment primarily consists of amine plants, cooling units, and other production equipment. Certain of our agreements with our customers for rental equipment contain an operating lease component under ASC 842 because (i) there are identified assets, (ii) the customer has the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use, and (iii) the customer directs the use of the identified assets throughout the period of use. We have elected to apply the practical expedient provided to lessors to combine the lease and non-lease component of a contract where the revenue recognition pattern is the same and where the lease component, when accounted for separately, would be considered an operating lease. The practical expedient also allows a lessor to account for the combined lease and non-lease components under ASC 606, Revenue from Contracts with Customers, when the non-lease component is the predominant element of the combined component.

Our lease agreements generally have contract terms based on monthly rates. Lease revenue is recognized straight-line based on these monthly rates. We do not provide an option for the lessee to purchase the rented assets at the end of the lease and the lessees do not provide residual value guarantees on the rented assets.

We recognized operating lease revenue, which is included in “Equipment rentals” on the consolidated statements of operations as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(In Thousands)												(In Thousands)
Equipment rentals			3,869						$	3,326					10,987						8,430

The following table presents the maturity of lease payments for operating lease agreements in effect as of September 30, 2022. This presentation includes minimum fixed lease payments and does not include an estimate of variable lease consideration. These agreements have remaining lease terms ranging from 1 month to 6 years. The following table presents the undiscounted cash flows expected to be received related to these agreements:

			2022						2023						2024						2025						2026						Thereafter
			(In Thousands)
Future minimum lease revenue			$	3,946					6,674						1,744						1,599						1,576						3,421

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NOTE 7 — LONG-TERM DEBT AND OTHER BORROWINGS

Long-term debt consists of the following:

						Scheduled Maturity						September 30, 2022						December 31, 2021
												(In Thousands)						(In Thousands)
Credit Agreement (1)						June 29, 2025						$	—					$	330
Spartan Credit Agreement (2)						January 29, 2024						51,751						58,045
7.50% First Lien Notes due 2025 (3)						April 1, 2025						399,752						399,767
10.00%/10.75% Second Lien Notes due 2026 (4)						April 1, 2026						172,413						172,999
Total long-term debt												$	623,916					$	631,141

(1) Net of unamortized deferred financing costs of $0.5 million as of December 31, 2021. Because there was no outstanding balance on the Credit Agreement, associated deferred financing costs of $0.3 million as of September 30, 2022 were classified as other long-term assets on the accompanying consolidated balance sheet.

(2) Net of unamortized deferred financing costs of $0.7 million and $1.0 million as of September 30, 2022 and December 31, 2021, respectively.

(3) Net of unamortized deferred financing costs of $3.1 million and $3.9 million as of September 30, 2022 and December 31, 2021, respectively, unamortized discount of $0.1 million and $0.2 million as of September 30, 2022 and December 31, 2021, respectively, and deferred restructuring gain of $3.0 million and $3.9 million as of September 30, 2022 and December 31, 2021, respectively.

(4) Net of unamortized deferred financing costs of $0.8 million and $2.0 million as of September 30, 2022 and December 31, 2021, respectively, unamortized discount of $2.1 million and $0.9 million as of September 30, 2022 and December 31, 2021, respectively, and deferred restructuring gain of $2.6 million and $3.1 million as of September 30, 2022 and December 31, 2021, respectively.

    Our Credit Agreement and Senior Note agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. We are in compliance with all covenants of our credit and senior note agreements as of September 30, 2022.

    See Note 8 – “Related Party Transactions,” for a discussion of our amounts payable to affiliates and long-term affiliate payable to Spartan Energy Partners LP (“Spartan”).

Credit Agreement

    On June 11, 2020, the Partnership amended the Loan and Security Agreement dated June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provides for maximum revolving credit commitments of $35.0 million and includes a $5.0 million reserve, which results in reduced borrowing availability. The Credit Agreement includes a $25.0 million sublimit for letters of credit.

On January 29, 2021, the Partnership further amended the Credit Agreement to temporarily increase the size of the reserve to $10.0 million and also required that Spartan backstop all of the Partnership’s outstanding letters of credit. These temporary restrictions expired on April 30, 2021. On April 30, 2021, the required reserve on our Credit Agreement was reduced to $5.0 million and Spartan’s backstop for the Partnership’s outstanding letters of credits was released.

On November 10, 2021, the Partnership and CSI Compressco Sub Inc., as borrowers, entered into the Fourth Amendment to Loan and Security Agreement (the “Amendment”) amending the Loan and Security Agreement dated June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., in its capacity as administrative agent, issuing bank and swing line issuer (“Administrative Agent”), and the other lenders and loan parties party thereto. The Amendment provided for changes and modifications to the Credit Agreement as set forth therein, which include, among other things, changes to certain terms of the Credit Agreement to permit: (i) the consummation of the Spartan Acquisition pursuant to the Contribution Agreement, and after giving effect to such Spartan Acquisition, for Spartan Terminals and Spartan Operating to become Immaterial Subsidiaries (as defined in the Credit Agreement) and Treating Holdco and its subsidiaries to become Unrestricted Subsidiaries (as defined in the Credit Agreement), in each case under the Credit Agreement and related loan documents; (ii) the sale by CSI Compressco Leasing LLC, a Delaware limited liability company and a subsidiary of the Partnership, and subsequent leaseback by CSI Compressco Operating LLC, a Delaware limited liability company and subsidiary of the Partnership, of certain compressor units with Treating Holdco and/or its subsidiaries occurring on or about the date of the Amendment (the “Spartan Sale/Leaseback”); and (iii) the consummation of the Redemption within 45 days following the date of the Amendment utilizing proceeds from the Spartan Sale/Leaseback, the Private Placement (as defined

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in our Annual Report on Form 10-K ) and the issuance of $10 million in aggregate principal amount of our 10.000%/10.750% Senior Secured Second Lien Notes due 2026 (the “New Second Lien Notes”). Refer to Note 8 - “Related Party Transactions,” for a discussion of the Spartan Acquisition and the Spartan Sale/Leaseback.

On June 30, 2022, the Partnership, CSI Compressco Sub Inc. and CSI Compressco Operating LLC (collectively with the Partnership and CSI Compressco Sub Inc., the “Borrowers”), and certain subsidiaries of the Partnership named therein as guarantors (the “Guarantors”), entered into that certain Fifth Amendment to Loan and Security Agreement (the “Fifth Amendment”) with the Lenders (as defined below) party thereto, and Bank of America, N.A., in its capacity as administrative agent (in such capacity, “Administrative Agent”), collateral agent, letter of credit issuer and swing line lender.

The Fifth Amendment amends and modifies that certain Loan and Security Agreement among the Borrowers, the Guarantors, the financial institutions from time to time party thereto as lenders (the “Lenders”) and the Administrative Agent dated as of June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Fifth Amendment provided for changes and modifications to the Credit Agreement as set forth therein, which include, among other things, the reduction of the reserve to $3.5 million and the extension of the Termination Date (as defined in the Credit Agreement) from June 29, 2023 to June 29, 2025.

As of September 30, 2022, and subject to compliance with the covenants, borrowing base, and other provisions of the agreements that may limit borrowings under the Credit Agreement, we had availability of $22.6 million.

The maturity date of the Credit Agreement is June 29, 2025. As of September 30, 2022 we had an no outstanding balance and had $1.7 million in letters of credit against our Credit Agreement.

Spartan Credit Agreement

On November 10, 2021, certain unrestricted subsidiaries of the Partnership, Spartan Energy Services LLC, as borrower, and Treating Holdco, as new guarantor, entered into the First Amendment to Loan, Security and Guaranty Agreement (the “First Amendment”) amending the Loan, Security and Guaranty Agreement dated January 29, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Spartan Credit Agreement”) with Bank of America, N.A., in its capacity as agent, and the other lenders and loan parties party thereto. The First Amendment provided for changes and modifications to the Spartan Credit Agreement as set forth therein, which include, among other things, changes to certain terms of the Spartan Credit Agreement as follows: (i) increase in Commitments (as defined in the Spartan Credit Agreement) from $55,000,000 to $70,000,000; (ii) permit the consummation of the Spartan Acquisition pursuant to the Contribution Agreement, and after giving effect to such Spartan Acquisition, the release of each of Spartan, Spartan Terminals and Spartan Operating as Obligors (as defined in the Spartan Credit Agreement) and the joinder of Spartan Treating as a Guarantor (as defined in the Spartan Credit Agreement), in each case under the Spartan Credit Agreement and related loan documents; (iii) revise Change of Control (as defined in the Spartan Credit Agreement) to allow for Control (as defined in the Spartan Credit Agreement) by the Partnership and the general partner; and (iv) permit the Spartan Sale/Leaseback. Refer to Note 8 - “Related Party Transactions,” for a discussion of the Spartan Acquisition and the Spartan Sale/Leaseback.

As of September 30, 2022, and subject to compliance with the covenants, borrowing base, and other provisions of the agreements that may limit borrowings under the Spartan Credit Agreement, we had availability of $13.0 million.

As of September 30, 2022, we had $52.5 million outstanding and no letters of credit against the Spartan Credit Agreement and the maturity date of the Spartan Credit Agreement is January 29, 2024.

On October 19, 2022, Spartan Energy Services LLC entered into the Second Amendment to Loan, Security and Guaranty Agreement (the “Second Amendment”). The Second Amendment provided for changes and modification to the Loan Agreement as set forth therein, which include, among other things, the extension of the Termination Date from January 29, 2024 to October 17, 2025. See Note 12 - “Subsequent Events” for further information.

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7.50% First Lien Notes due 2025

As of September 30, 2022, our 7.50% First Lien Notes due 2025 (the “First Lien Notes”) had $399.8 million outstanding net of unamortized discounts, unamortized deferred financing costs and deferred restructuring gains. Interest on these notes is payable on April 1 and October 1 of each year. The First Lien Notes are secured by a first-priority security interest in substantially all of the Partnership’s and its subsidiaries assets, subject to certain permitted encumbrances and exceptions, and are guaranteed on a senior secured basis by each of the Partnership’s U.S. restricted subsidiaries (other than Finance Corp, certain immaterial subsidiaries and certain other excluded U.S. subsidiaries).

10.000%/10.750% Second Lien Notes due 2026

As of September 30, 2022, our 10.000%/10.750% Second Lien Notes due 2026 (the “Second Lien Notes”) had $172.4 million outstanding, net of unamortized discounts, unamortized deferred financing costs and deferred restructuring gains. Interest on the Second Lien Notes is payable on April 1 and October 1 of each year. The Second Lien Notes are secured by a second-priority security interest in substantially all of the Partnership’s and its subsidiaries assets, subject to certain permitted encumbrances and exceptions, and are guaranteed on a senior secured basis by each of the Partnership’s U.S. restricted subsidiaries (other than Finance Corp and certain other excluded U.S. subsidiaries). In connection with the payment of PIK Interest (as defined below), if any, in respect of the Second Lien Notes, the issuers will be entitled, to increase the outstanding aggregate principal amount of the Second Lien Notes or issue additional notes (“PIK notes”) under the Second Lien Notes indenture on the same terms and conditions as the already outstanding Second Lien Notes. Interest will accrue at (1) the annual rate of 7.250% payable in cash, plus (2) at the election of the Issuers (made by delivering a notice to the Second Lien Trustee not less than five business days prior to the record date), the annual rate of (i) 2.750% payable in cash (together with the annual rate set forth in clause (1), the “Cash Interest Rate”) or (ii) 3.500% payable by increasing the principal amount of the outstanding Second Lien Notes or by issuing additional PIK notes, in each case rounding up to the nearest $1.00 (such increased principal amount or additional PIK notes, the “PIK Interest”).

During the fourth quarter of 2020, the second quarter of 2021, and the fourth quarter of 2021, the Partnership elected to increase the principal amount outstanding through the issuance of PIK notes. As of September 30, 2022, our principal amount outstanding included $7.2 million of PIK notes.

Finance Agreements

During the first quarter of 2022, CSI Compressco Leasing LLC and CSI Compressco Operating LLC (individually and collectively as Debtor), with CSI Compressco LP (as Guarantor), entered into a Master Equipment Finance Agreement with a third party in the amount of $7.8 million to finance certain compression equipment. The note is payable in monthly installments of $0.2 million for 36 months. The current portion of this amount is classified in accrued liabilities and other and the long-term portion is classified in other long-term liabilities on the accompanying consolidated balance sheet.

During the third quarter of 2022, CSI Compressco Leasing LLC and CSI Compressco Operating LLC (individually and collectively as Debtor), with CSI Compressco LP (as Guarantor), entered into a Master Equipment Finance Agreements with a third party totaling $6.3 million to finance certain compression equipment. The notes are payable in monthly installments totaling $0.2 million for 36 months. The current portion of these amounts are classified in accrued liabilities and other and the long-term portion is classified in other long-term liabilities on the accompanying consolidated balance sheet.

NOTE 8 — RELATED PARTY TRANSACTIONS

 

GP Sale

On January 29, 2021, Spartan acquired from TETRA Technologies, Inc. (“TETRA”) the Partnership’s general partner, its incentive distribution rights (the “IDRs”) and 10.95 million common units in the Partnership (the “GP Sale”). The Partnership did not issue any common units or incur any debt as a result of the transaction. TETRA retained 5.2 million common units of the Partnership.

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Acquisition of Spartan entities

On November 10, 2021, the Partnership entered into the Contribution Agreement by and among the Partnership, the general partner, Spartan, and Compressco Sub. Pursuant to the terms of the Contribution Agreement, Spartan contributed to the Partnership 100% of the limited liability company interest in Treating Holdco, 100% of the common stock in Spartan Terminals, and 99% of the limited liability company interests in Spartan Operating and the general partner agreed to cancel its IDRs in the Partnership in exchange for 48.4 million common units representing the limited partner interests in the Partnership. We refer to the acquisition of the Contributed Interests as the Spartan Acquisition. The general partner agreed to cancel its IDRs in the Partnership within 60 days of the Spartan Acquisition, and amended and restated its limited partnership agreement on January 6, 2022 to effect such cancellation. In connection with the Spartan Acquisition, we closed a private placement of common units to certain investors for gross proceeds of $52.7 million (the “Private Placement”).

Spartan and General Partner Ownership

As of September 30, 2022, Spartan’s ownership interest in us was approximately 45.5%, with the common units held by the public representing an approximate 55% interest in us. As of September 30, 2022, Spartan’s ownership was through various wholly owned subsidiaries and consisted of approximately 45.2% of the limited partner interests plus the approximate 0.5% general partner interest. As a result of its ownership of common units and its general partner interest in us, Spartan received distributions of $1.9 million during the nine months ended September 30, 2022. Prior to the GP sale, as a result of its ownership of common units and its general partner interest in us, TETRA received distributions of $0.1 million during the nine months ended September 30, 2021.

Indemnification Agreement

We have entered into indemnification agreements with each of our current directors and officers with regard to their services as a director or officer, in order to enhance the indemnification rights provided under Delaware law and our Partnership Agreement. The individual indemnification agreements provide each such director or officer with the right to receive his or her costs of defense if he or she is made a party or witness to any proceeding other than a proceeding brought by or in the right of us, provided that such director or officer has not acted in bad faith or engaged in fraud with respect to the action that gave rise to his or her participation in the proceeding.

Other Sources of Financing

In February 2019, we entered into a transaction with TETRA whereby TETRA agreed to fund the construction of and purchase from us up to $15.0 million of new compression services equipment and to subsequently lease the equipment back to us in exchange for a monthly rental fee. Pursuant to this arrangement, $14.8 million was funded by TETRA for the construction of new compressor services equipment and all compression units were completed and deployed under this agreement. For accounting purposes, the inclusion of a repurchase option that allowed us to repurchase the equipment at a fixed price during certain periods of the agreement caused the transaction to be accounted for as a financing transaction, as opposed to a sale-leaseback, resulting in the funded amount being recorded as a financing obligation. Accordingly, the compressor services equipment was included in property, plant, and equipment and corresponding financing obligations were included in amounts payable to affiliates and long-term affiliate payable in our consolidated balance sheet as of December 31, 2020. In December 2020, TETRA sold these compressors and assigned the corresponding leases to Spartan Energy Partners LP (“Spartan”). In January 2021, TETRA sold the general partner, IDRs and a majority of its common units in the Partnership to Spartan who assumed the financing obligation. On November 10, 2021, the Partnership completed the Spartan Acquisition. See ‘Acquisition of Spartan entities’ for further description above. This resulted in the reassessment of the lease as an operating lease, thus the Partnership derecognized the assets and the related liabilities as of November 10, 2021. Additionally, all revenue and expenses were eliminated in consolidation.

Mexico Payroll Affiliate

In January 2021, the Partnership entered into an agreement to purchase a TETRA-owned entity, which administers payroll in Mexico, for consideration of approximately $0.4 million. The difference between the fair value of the affiliate and TETRA’s historic carrying value of the affiliates’ net assets was recorded as a capital distribution. The associated liability was paid in April 2021.

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NOTE 9 — FAIR VALUE MEASUREMENTS

Fair value is defined by ASC Topic 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date” within an entity’s principal market, if any. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity, regardless of whether it is the market in which the entity will ultimately transact for a particular asset or liability or if a different market is potentially more advantageous. Accordingly, this exit price concept may result in a fair value that may differ from the transaction price or market price of the asset or liability.

Under U.S. GAAP, the fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value. Fair value measurements should maximize the use of observable inputs and minimize the use of unobservable inputs, where possible. Observable inputs are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs may be needed to measure fair value in situations where there is little or no market activity for the asset or liability at the measurement date and are developed based on the best information available in the circumstances, which could include the reporting entity’s own judgments about the assumptions market participants would utilize in pricing the asset or liability.

Financial Instruments

Derivative Contracts

    We have currency exchange rate risk exposure related to transactions denominated in a foreign currency as well as to investments in certain of our international operations. We enter into 30-day foreign currency forward derivative contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries. As of September 30, 2022, we had the following foreign currency derivative contract outstanding relating to a portion of our foreign operations:

Derivative contracts

US Dollar Notional Amount

Traded Exchange Rate

Settlement Date

(In Thousands)

Forward sale Mexican peso

$

3,917

20.43

10/3/2022

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

The fair values of our foreign currency derivative contracts are based on quoted market values (a Level 2 fair value measurement). None of our foreign currency derivative instruments contains credit risk related contingent features that would require us to post assets or collateral for contracts that are classified as liabilities. During the three and nine-month periods ended September 30, 2022, we recognized $0.04 million and $1.5 million, respectively, of net (gains) losses associated with our foreign currency derivatives program. During the three and nine-month periods ended September 30, 2021, we recognized $(0.04) million and $0.1 million, respectively, of (gains) losses associated with our foreign currency derivatives program. These amounts are included in other (income) expense, net, in the accompanying consolidated statement of operations.

Fair Value of Debt

    The fair value of our debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of our fixed rate long-term debt is estimated based on recent trades for these notes. The carrying and fair value of our debt, excluding unamortized debt issuance costs, are as follows (in thousands):

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						September 30, 2022												December 31, 2021
						Carrying Value						Fair Value						Carrying Value						Fair Value
						(In Thousands)
7.50% First Lien Notes						$	400,000					$	357,000					$	400,000					$	405,000
10.00%/10.75% Second Lien Notes						172,717						149,400						172,717						168,399
						$	572,717					$	506,400					$	572,717					$	573,399

Other

The fair values of cash, accounts receivable, accounts payable, accrued liabilities and variable-rate long-term debt pursuant to our revolving credit facility approximate their carrying amounts due to the short-term nature of these items.

NOTE 10 — INCOME TAXES

 

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

    Our effective tax rates for the nine-month periods ended September 30, 2022 and September 30, 2021 were negative 16.1% and negative 13.0%, respectively, primarily attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes combined with losses generated in entities for which no related tax benefit has been recorded. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

 

From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. While the outcome of any lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse effect on our financial condition, results of operations, or cash flows. 

NOTE 12 — SUBSEQUENT EVENTS

    

On October 19, 2022, Spartan Energy Services LLC (“Spartan” or the “Borrower”), a Delaware limited liability company and direct, wholly-owned subsidiary of Treating Holdco LLC (“Treating Holdco”), and Treating Holdco, a Delaware limited liability company and indirect, wholly-owned subsidiary of CSI Compressco LP (the “Partnership”), entered into that certain Second Amendment to Loan, Security and Guaranty Agreement (the “Second Amendment”) with the Lenders (as defined below) party thereto, and Bank of America, N.A., in its capacity as agent for the Lenders (in such capacity, “Administrative Agent”).

The Second Amendment amends and modifies that certain Loan, Security and Guaranty Agreement dated as of January 29, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) among the Borrower, the other loan parties party thereto from time to time, the financial institutions from time to time party thereto as lenders (the “Lenders”) and the Administrative Agent. The Second Amendment provided for changes and modification to the Loan Agreement as set forth therein, which include, among other things, the extension of the Termination Date (as defined in the Loan Agreement) from January 29, 2024 to October 17, 2025.

On October 21, 2022, the board of directors of our general partner declared a cash distribution attributable to the quarter ended September 30, 2022 of $0.01 per outstanding common unit. This distribution equates to a distribution of $0.04 per outstanding common unit on an annualized basis. This distribution will be paid on

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November 14, 2022 to each of the holders of common units of record as of the close of business on October 31, 2022.

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

 

The following discussion and analysis of the Partnership’s financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included in “Item 1. Financial Statements” contained herein. In addition, the following discussion and analysis also should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 14, 2022 (“2021 Annual Report”). This discussion includes forward-looking statements that involve certain risks and uncertainties.

Business Overview

    

    We provide services including natural gas compression and treating services. Natural gas compression equipment is used for natural gas and oil production, gathering, artificial lift, production enhancement, transmission, processing, and storage. We also provide a variety of natural gas treating services. Our compression business includes a fleet of approximately 4,800 compressor packages providing approximately 1.2 million in aggregate horsepower, utilizing a full spectrum of low-, medium-, and high-horsepower engines. Our treating fleet includes amine units, gas coolers, and related equipment. Our aftermarket business provides compressor package overhaul, repair, engineering and design, reconfiguration and maintenance services, as well as the sale of compressor package parts and components manufactured by third-party suppliers. Our customers operate throughout many of the onshore producing regions of the United States, as well as in a number of international locations, including Mexico, Canada, Argentina, Egypt, and Chile.

Demand for our services is directly driven by the production of crude oil and associated natural gas from unconventional shale plays, production of natural gas from conventional plays, and the transmission of natural gas to and within sales pipelines. Our fleet of compressors, ranging from 20 to 2,500 horsepower per unit, allows us to service our customers compression needs at the wellhead through high-horsepower compression needs at centralized gathering and gas lift facilities.

During 2021, our financial results were affected by the economic impact of the COVID-19 pandemic. Reduced spending by oil and gas operators led to a decline in our compression fleet utilization which impacted revenues and pricing. Oil and natural gas commodity prices gained strength throughout 2021 and increased significantly during 2022. West Texas Intermediate oil prices reached an average of $93 per barrel in the third quarter of 2022, a $22 per barrel increase from the third quarter 2021. This increase in commodity prices, coupled with the waning impact of the COVID-19 pandemic on the economy, resulted in an increase in the demand for our contract services, aftermarket services and equipment rentals. Our compression fleet utilization increased to 85.1% as of September 30, 2022 compared to 78.9% as of September 30, 2021. In addition, as a result of the increased customer demand, we were able to implement price increases on many of our compression contracts in the second half of 2021 and throughout 2022. Revenue from contract services increased each quarter in 2021 and this trend has continued during 2022. We secured orders from key customers for high-horsepower and electric compressors that started generating revenues in the fourth quarter of 2021 and continue to be deployed throughout 2022. Our customers remain focused on capital discipline; however, the levels of quote activity and awards remain strong. The strengthening market environment has increased competition for field employees. Supply chain issues, increased commodity prices, and inflationary pressures have increased costs and impacted availability of our parts and supplies. External factors including Russia’s invasion of Ukraine, and on Federal Reserve interest rate increases, could adversely affect our results of operations, impair our ability to raise capital, or otherwise adversely impact our ability to realize certain business strategies. We continue to monitor these risks and take the necessary actions to mitigate them. We have and will continue to evaluate the sale of non-core assets, including our low-horsepower compression fleet. We can provide no assurance that we will consummate a future sale of our low-horsepower compression fleet.

With the rapidly changing market environment, we will continue to proactively manage our capital allocation strategies, our liquidity requirements and monitor our expenses and financial performance. In addition, continued capital discipline throughout the energy sector may limit production growth even as the economy recovers from these external factors. Despite challenging and changing market conditions, we will continue to maintain our commitment to safety and service quality for our customers.

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Results of Operations

The following data should be read in conjunction with the Consolidated Financial Statements and the associated Notes contained elsewhere in this document. On November 10, 2021, Spartan contributed Spartan Treating to the Partnership. As the Partnership and Spartan Treating were under common control at the time of the Spartan Acquisition, the results of operations have been combined for the Partnership and Spartan Treating from the date common control began which was January 29, 2021. See Note 4 - “Common Control Acquisition” in the Notes to Consolidated Financial Statements for further information. Previously, our equipment sales business included our new unit sales business that consisted of the fabrication and sale of new standard and custom-designed, engineered compressor packages fabricated primarily at our facility in Midland, Texas. We sold the Midland facility in July 2020. In the fourth quarter of 2020, we fully exited the new unit sales business and we have reflected these operations as discontinued operations for all periods presented. See Note 2 - “Discontinued Operations” in the Notes to Consolidated Financial Statements for further information. Used equipment sales revenue continues to be included in equipment sales revenue.

Three months ended September 30, 2022 compared to three months ended September 30, 2021

			Three Months Ended September 30,
															Period-to-Period Change						Percentage of Total Revenues												Period-to-Period Change
Consolidated Results of Operations			2022						2021						2022 vs. 2021						2022						2021						2022 vs. 2021
			(In Thousands)
Revenues:
Contract services			$	67,492					$	59,413					$	8,079					71.1		%				76.5		%				13.6		%
Aftermarket services			23,192						13,991						9,201						24.4		%				18.0		%				65.8		%
Equipment rentals			3,869						3,326						543						4.1		%				4.3		%				16.3		%
Equipment sales			342						954						(612)						0.4		%				1.2		%				(64.2)		%
Total revenues			94,895						77,684						17,211						100.0		%				100.0		%				22.2		%
Cost of revenues:
Cost of contract services			34,793						30,628						4,165						36.7		%				39.4		%				13.6		%
Cost of aftermarket services			18,056						11,898						6,158						19.0		%				15.3		%				51.8		%
Cost of equipment rentals			563						292						271						0.6		%				0.4		%				92.8		%
Cost of equipment sales			66						1,492						(1,426)						0.1		%				1.9		%				(95.6)		%
Total cost of revenues			53,478						44,310						9,168						56.4		%				57.0		%				20.7		%
Depreciation and amortization			19,867						19,627						240						20.9		%				25.3		%				1.2		%
Impairments and other charges			135						—						135						0.1		%				—		%				100.0		%
Selling, general, and administrative expense			10,731						10,265						466						11.3		%				13.2		%				4.5		%
Interest expense, net			12,615						13,635						(1,020)						13.3		%				17.6		%				(7.5)		%
Other (income) expense, net			1,661						(608)						2,269						1.8		%				(0.8)		%				(373.2)		%
Loss before taxes and discontinued operations			(3,592)						(9,545)						5,953						(3.8)		%				(12.3)		%				(62.4)		%
Provision for income taxes			940						677						263						1.0		%				0.9		%				38.8		%
Loss from continuing operations			(4,532)						(10,222)						5,690						(4.8)		%				(13.2)		%				(55.7)		%
Income (loss) from discontinued operations, net of taxes			81						(270)						351						0.1		%				(0.3)		%				(130.0)		%
Net loss			$	(4,451)					$	(10,492)					$	6,041					(4.7)		%				(13.5)		%				(57.6)		%

 

Revenues

 

    Contract services revenues increased $8.1 million or 13.6%, in the current year quarter compared to the prior year quarter. The increase in revenues is due to an increase in activity levels driven by the increase in oil and gas commodity prices and the improved market conditions. Compression fleet utilization and operating horsepower both increased in the third quarter of 2022 compared to the prior year quarter. In addition, due to the improved market conditions, we implemented price increases starting in the second half of 2021 and through the third quarter of 2022 resulting in increased revenues. Operating horsepower increased compared to the prior year quarter due to the deployment of new compressor units in the first half of 2022 and the redeployment of idle compressor units in late 2021 and through the third quarter of 2022.

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    Aftermarket services revenues increased $9.2 million or 65.8% during the current year quarter compared to the prior year quarter due to increased demand for parts and services resulting from an increase in activity levels by our customers. With improved market conditions and the strong oil and gas commodity prices, customers have increased production of oil and gas which, in turn, increased the demand for parts and services needed to maintain their compression fleet.

Equipment rentals revenues increased $0.5 million or 16.3% during the current year quarter compared to the prior year quarter due to an increase in the demand for our gas coolers as customer activity levels increase.

    

Equipment sales revenues decreased $0.6 million during the current year quarter compared to the prior year quarter due to a decrease in used unit sales.

Cost of revenues

 

    Cost of contract services revenue increased compared to the prior year quarter consistent with increased revenues. This increase is primarily due to inflationary pressures which have resulted in increased costs in certain operating cost categories in the third quarter of 2022 including parts, field labor, and fluids costs.

Cost of aftermarket services revenues increased compared to the prior year quarter consistent with the increase in associated revenues.

Cost of equipment rentals increased during the current quarter due to the increase in the corresponding revenues. Additionally, to support the growth in the gas cooler rental business, equipment rental expense increased compared to the prior year period.

Cost of equipment sales decreased during the current year quarter consistent with the decrease in the corresponding revenues.

Depreciation and amortization

 

Depreciation and amortization expense consists primarily of the depreciation of compressor packages in our service fleet. In addition, it includes the depreciation of other operating equipment and facilities and the amortization of intangibles. Depreciation and amortization expense remained relatively consistent compared to the prior year quarter.

Selling, general, and administrative expense

 

Selling, general, and administrative expenses increased during the current year quarter compared to the prior year quarter due to an increase in salaries and wages and consulting services expenses.

Interest expense, net

 

Interest expense, net, decreased during the current year quarter compared to the prior year quarter due primarily to the redemption of our 7.25% Senior Notes in the fourth quarter 2021.

Other (income) expense, net

 

Other (income) expense, net, was $1.7 million of expense, net, during the current year quarter compared to $0.6 million of income, net, during the prior year quarter. The change in other (income) expense, net was driven by higher foreign currency losses, hedge losses, and investment income primarily from our operations in Mexico and Argentina. Additionally, increased losses on the disposal of assets, and decreased other income associated with a gain on extinguishment of debt in the prior year quarter.

Provision for income taxes

 

As a partnership, we are generally not subject to income taxes at the entity level because our income is included in the tax returns of our partners. Our operations are treated as a partnership for federal tax purposes with each partner being separately taxed on its share of taxable income. However, a portion of our business is conducted through taxable U.S. corporate subsidiaries. Accordingly, a U.S. federal and state income tax provision

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has been reflected in the accompanying statements of operations. Certain of our operations are located outside of the U.S. and the Partnership, through its foreign subsidiaries, is responsible for income taxes in these countries.

Our effective tax rate for the current year quarter was negative 26.2% primarily attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes, combined with losses generated in entities for which no related tax benefit has been recorded. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions.

Income (Loss) from discontinued operations, net of tax

Loss from discontinued operations, net of tax changed from a $0.3 million loss for the prior year period to a $0.1 million gain for the current year period related to the warranty reserve not being utilized. The Partnership exited the new unit sales business during 2020, with final deliveries made in October 2020. The prior year loss includes $0.3 million of cost of sales.

Results of Operations

Nine months ended September 30, 2022 compared to nine months ended September 30, 2021.

			Nine Months Ended September 30,
															Period-to-Period Change						Percentage of Total Revenues												Period-to-Period Change
Consolidated Results of Operations			2022						2021						2022 vs. 2020						2022						2021						2022 vs. 2020
			(In Thousands)
Revenues:
Contract services			$	194,647					$	174,044					$	20,603					75.0		%				77.7		%				11.8		%
Aftermarket services			52,273						39,943						12,330						20.1		%				17.8		%				30.9		%
Equipment rentals			10,987						8,430						2,557						4.2		%				3.8		%				30.3		%
Equipment sales			1,522						1,564						(42)						0.6		%				0.7		%				(2.7)		%
Total revenues			259,429						223,981						35,448						100.0		%				100.0		%				15.8		%
Cost of revenues:
Cost of contract services			99,418						86,312						13,106						38.3		%				38.5		%				15.2		%
Cost of aftermarket services			42,051						33,664						8,387						16.2		%				15.0		%				24.9		%
Cost of equipment rentals			1,530						654						876						0.6		%				0.3		%				133.9		%
Cost of equipment sales			683						1,838						(1,155)						0.3		%				0.8		%				(62.8)		%
Total cost of revenues			143,682						122,468						21,214						55.4		%				54.7		%				17.3		%
Depreciation and amortization			58,572						58,662						(90)						22.6		%				26.2		%				(0.2)		%
Impairments and other charges			135						—						135						0.1		%				—		%				100.0		%
Selling, general, and administrative expense			32,483						31,068						1,415						12.5		%				13.9		%				4.6		%
Interest expense, net			37,552						40,975						(3,423)						14.5		%				18.3		%				(8.4)		%
Other (income) expense, net			2,530						(540)						3,070						1.0		%				(0.2)		%				(568.5)		%
Loss before taxes and discontinued operations			(15,525)						(28,652)						13,127						(6.0)		%				(12.8)		%				(45.8)		%
Provision for income taxes			2,497						3,730						(1,233)						1.0		%				1.7		%				(33.1)		%
Loss from continuing operations			$	(18,022)					$	(32,382)					$	14,360					(6.9)		%				(14.5)		%				(44.3)		%
Income (loss) from discontinued operations, net of taxes			$	173					$	(623)					$	796					0.1		%				(0.3)		%				(127.8)		%
Net loss			$	(17,849)					$	(33,005)					$	15,156					(6.9)		%				(14.7)		%				(45.9)		%

Revenues

 

    Contract services revenues increased by $20.6 million, or 11.8%, in the current year period compared to the prior year period. The increase in revenues is due to an increase in activity levels resulting from strong oil and natural gas commodity prices and the economic recovery as the impact of the COVID-19 pandemic diminishes.

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Compression fleet utilization and operating horsepower both increased in 2022 compared to the prior year. In addition, due to the improved market conditions, we implemented price increases in the second half of 2021 and during 2022. Operating horsepower increased compared to the prior year period due to the deployment of new compressor units in 2022 and the redeployment of idle compressor units in late 2021 and throughout 2022.

    Aftermarket services revenues increased $12.3 million, or 30.9%, during the current year period compared to the prior year period due to increased demand for compression parts and services resulting from an increase in activity levels by our customers. With the improvement in market conditions and the strong oil and gas commodity prices, customers have increased production of oil and gas which, in turn, increased the demand for parts and services needed to maintain their compression fleet.

Equipment rentals revenues increased $2.6 million or 30.3% during the current year period compared to the prior year quarter due to the addition of Spartan Treating revenues in the consolidated financial statements of the Partnership effective January 29, 2021. The prior year period only includes approximately 8 months of revenues compared to 9 months in the current year period. Additionally, the number of revenue-generating gas coolers increased in 2022 due to an increase in customer demand and higher activity levels.

    Equipment sales revenues remained consistent during the current year period compared to the prior year period due to consistent used unit sales.

Cost of revenues

 

    Cost of compression and related services increased compared to the prior year period primarily due to an increase in revenues from higher activity levels. Cost of contract services as a percentage of contract services revenues increased from 49.6% during the prior year period to 51.1% during the current year period. The increase is primarily due to the effect of inflation resulting in increased costs in certain operating cost categories in 2022 including parts, field labor, and fluids costs.

Cost of equipment rentals increased during the current period due to the increase in the corresponding revenues. Additionally, to support the growth in the gas cooler rental business, equipment rental expense increased compared to the prior year period.

Cost of aftermarket services increased during the current year consistent with increased revenues.

Cost of equipment sales decreased during the current year as a result of selling aged units with decreased book values.

Depreciation and amortization

 

Depreciation and amortization expense consists primarily of the depreciation of compressor packages in our service fleet. In addition, it includes the depreciation of other operating equipment and facilities and the amortization of intangibles. Depreciation and amortization expense remained relatively consistent compared to the prior year period.

Selling, general, and administrative expense

 

Selling, general, and administrative expenses increased during the current year period compared to the prior year period due to increased salaries and wages and consulting services expenses, Additionally, the increase in expense is due to non-recurring transaction costs, severance accruals, and increased consulting fees related to the new ERP incurred in 2022

Interest expense, net

Interest expense, net, decreased $3.4 million compared to the prior year period due primarily to the redemption of our 7.25% Senior Notes in the fourth quarter 2021.

 

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Other (income) expense, net

 

Other (income) expense, net, was $2.5 million of expense during the current year period, compared to $0.5 million of income during the prior year period due to higher foreign currency losses, primarily from our operations in Mexico and Argentina.

Provision for income taxes

 

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

    Our effective tax rate for the nine-month period ended September 30, 2022, was negative 16.1% primarily attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes combined with losses generated in entities for which no related tax benefit has been recorded. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions.

Income (Loss) from discontinued operations, net of tax

Loss from discontinued operations, net of tax changed from a $0.6 million loss for the prior year period to a $0.2 million gain for the current year period related to the warranty reserve not being utilized . The Partnership exited the new unit sales business during 2020, with final deliveries made in October 2020. The prior year loss includes $0.3 million of selling, general, and administrative expenses and $0.3 million of cost of sales.

How We Evaluate Our Operations

 

Operating Expenses. We use operating expenses as a performance measure for our business. We track our operating expenses using month-to-month, quarter-to-quarter, year-to-date, and year-to-year comparisons and as compared to budget. This analysis is useful in identifying adverse cost trends and allows management to investigate the cause of these trends and put corrective measures in place where possible. The most significant portions of our operating expenses are for our field labor, repair and maintenance of our equipment, and fluids cost. The costs of other materials consumed while performing our services, other labor costs, vehicle leases and maintenance cost, rent on facilities and insurance expenses comprise the significant remainder of our operating expenses. Our operating expenses generally fluctuate with our level of activity.

Our labor costs consist primarily of wages and benefits for our field personnel, as well as expenses related to their training and safety. Additional information regarding our operating expenses for the three and nine-month periods ended September 30, 2022 and September 30, 2021 is provided within the Results of Operations sections above.

Adjusted EBITDA. We view Adjusted EBITDA as one of our primary management tools, and we track it on a monthly basis, both in dollars and as a percentage of revenues (typically compared to the prior month, prior year period, and to budget). We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, and before certain charges, including impairments, bad debt expense attributable to bankruptcy of customers, equity compensation, non-cash costs of compressors sold, gain on extinguishment of debt, write-off of unamortized financing costs, and excluding severance and other non-recurring or unusual expenses or charges. Adjusted EBITDA is used as a supplemental financial measure by our management to:

•assess our ability to generate available cash sufficient to make distributions to our common unitholders and general partner;

•evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;

•measure operating performance and return on capital as compared to those of our competitors; and

•determine our ability to incur and service debt and fund capital expenditures.

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The following table reconciles net income (loss) to Adjusted EBITDA for the periods indicated:

 

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(In Thousands)
Net loss			$	(4,451)					$	(10,492)					$	(17,849)					$	(33,005)
Provision for income taxes			940						677						2,497						3,730
Depreciation and amortization			19,867						19,627						58,572						58,662
Impairments and other charges			135						—						135						—
Interest expense, net			12,615						13,635						37,552						40,975
Equity compensation			458						498						1,232						1,807
Prior year sales tax accrual adjustment			—						—						—						367
Manufacturing engine order cancellation charge			—						—						—						300
Severance			233						—						233						114
Non-cash cost of compressors sold			66						1,423						683						1,861
Provision for income taxes, depreciation, amortization and impairments attributed to discontinued operations			(81)						—						(173)						—
Transaction costs			—						—						210						308
Other			—						336						—						336
Adjusted EBITDA			29,782						25,704						83,092						75,455

 

Free Cash Flow. We define Free Cash Flow as cash from operations less capital expenditures, net of sales proceeds. Management primarily uses this metric to assess our ability to retire debt, evaluate our capacity to further invest and grow, and measure our performance as compared to our peers. The following table reconciles cash provided by operations, net, to Free Cash Flow for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(In Thousands)												(In Thousands)
Net cash provided by (used in) operating activities			$	42,395					$	25,742					$	43,964					$	31,476
Capital expenditures, net of sales proceeds			(17,412)						(6,887)						(35,177)						(16,875)
Free cash flow			$	24,983					$	18,855					$	8,787					$	14,601

    

Net cash provided by operating activities for the nine months ended September 30, 2022 includes $42.4 million of revenues in excess of cash expenses offset by $1.5 million from working capital changes. Net cash provided by operating activities for the nine months ended September 30, 2021 includes $28.4 million of revenue in excess of cash expenses offset by $3.0 million from working capital changes.

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

    Horsepower Utilization Rate of our Compressor Packages. We measure the horsepower utilization rate across our fleet of compressor packages as the amount of horsepower of compressor packages used to provide

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services as of a particular date, divided by the amount of horsepower of compressor packages in our services fleet as of such date. Management primarily uses this metric to determine our future need for additional compressor packages for our service fleet and to measure marketing effectiveness.

 

The following table sets forth the total horsepower in our compression fleet, our total horsepower in service, and our horsepower utilization rate by each horsepower class of our compression fleet as of the dates shown.

			September 30,
			2022						2021
Horsepower
Total horsepower in fleet			1,200,817						1,175,989
Total horsepower in service			1,022,106						928,303
Horsepower utilization
Low-horsepower (0-100)			58.1		%				56.0		%
Medium-horsepower (101-1,000)			83.5		%				78.3		%
High-horsepower (1,001 and over)			91.8		%				84.6		%
Total horsepower utilization rate			85.1		%				78.9		%

The total horsepower utilization rate increased as of September 30, 2022 compared to the prior year period due to an increase in customer activity levels. This was driven by a high commodity price environment for oil and gas and the continued recovery from the impact of the COVID-19 pandemic on the global economy and the energy sector. Market conditions improved in the current year resulting in an increase in total utilization of 6.2% compared to the utilization rate as of September 30, 2021, with meaningful gains in utilization in all horsepower categories. Operating horsepower increased by approximately 93,800 horsepower which includes the redeployment of previously idle horsepower and new high-horsepower compressors placed in service resulting from our growth capital investments.

Net Increases/Decreases in Compression Fleet Horsepower. We measure the net increase (or decrease) in our compression fleet horsepower during a given period by taking the difference between the aggregate horsepower of compressor packages added to the fleet during the period, less the aggregate horsepower of compressor packages removed from the fleet during the period.

Liquidity and Capital Resources

 

Our primary cash requirements are for distributions, working capital requirements, debt service, normal operating expenses, and capital expenditures. Our potential sources of funds are our existing cash balances, cash generated from our operations, asset sales, and long-term and short-term borrowings, which we believe will be sufficient to meet our working capital and growth capital requirements during 2022. We have secured orders from key customers for high-horsepower and electric compressors which will drive our investment in growth capital and consume liquidity in 2022.

    During 2022, oil and gas commodity prices remained strong resulting in an increase in activity levels by our customers and higher demand for our products and services. Although uncertainty remains, the outlook for the energy sector continues to be favorable. If oil and natural gas prices decrease from current levels, our businesses could be negatively impacted. Despite these uncertainties, we remain committed to a long-term growth strategy. Our near-term focus is to balance our investment in growth against our investment in maintaining our revenue-generating assets, while continuing to preserve and enhance liquidity through strategic operating and financial measures. We periodically evaluate engaging in strategic transactions and may consider divesting assets where our evaluation suggests such transactions are in the best interests of our business. We are subject to business and operational risks that could materially and adversely affect our cash flows and, when coupled with risks associated with current debt and equity market conditions, our ability or desire to issue securities. Please refer to Part I, Item 1A “Risk Factors” included in our 2021 Annual Report.

 

Capital expenditures in 2022 are expected to range from $55.0 million to $65.0 million. These capital expenditures include approximately $18.0 million to $22.0 million of maintenance capital expenditures and approximately $29.0 million to $33.0 million of capital expenditures primarily associated with the expansion of our large horsepower compression services fleet and $8.0 million to $10.0 million of capital expenditures related to

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investments in technology, primarily software and systems. The foregoing estimates are based on assumptions regarding our assessment of the oil and gas market.

    On October 21, 2022, the board of directors of our general partner declared a cash distribution attributable to the quarter ended September 30, 2022 of $0.01 per outstanding common unit. This distribution equates to a distribution of $0.04 per outstanding common unit on an annualized basis. This quarterly distribution will be paid on November 14, 2022 to each of the holders of common units of record as of the close of business on October 31, 2022.

Cash Flows

A summary of our sources (uses) of cash during the nine months ended September 30, 2022 and 2021 is as follows:

			Nine Months Ended September 30,
			(In Thousands)
			2022						2021
Operating activities			$	43,964					$	31,476
Investing activities			(35,177)						(15,398)
Financing activities			288						(8,999)

Operating Activities

 

Net cash provided by operating activities increased by $12.5 million compared to the prior year period. Our cash provided by operating activities is primarily generated from the provision of contract services.

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

Investing Activities

 

Capital expenditures during the nine months ended September 30, 2022 increased by $21.8 million compared to the same period in 2021, driven by an increase in investments in growth capital. Maintenance capital expenditures decreased during the nine months ended September 30, 2022 compared to the prior year period. The cost of fleet compression units sold was $0.7 million. Total capital expenditures for the current period include $13.7 million of maintenance capital expenditures.

The level of growth capital expenditures depends on our ability to redeploy existing fleet equipment and demand for compression services. Increased market conditions has provided opportunities with our customer base to provide new compression horsepower, resulting in increased growth capital. If the demand for compression services increases or decreases, the amount of planned expenditures on growth and expansion will be adjusted. We continue to review all capital expenditure plans carefully in an effort to conserve cash and fund our liquidity needs.

Financing Activities

Distributions

During the nine months ended September 30, 2022, we distributed $4.2 million of cash distributions to our common unitholders and general partner.

    

Long-Term Debt

Credit Agreement

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Our Credit Agreement provides for maximum credit commitments of $35.0 million and includes a $3.5 million reserve which results in reduced borrowing availability. As of September 30, 2022, we had no balance outstanding under the Credit Agreement and $1.7 million in letters of credit against our Credit Agreement resulting in $22.6 million available to borrow. As of November 1, 2022, we had $8.1 million outstanding under our Credit Agreement and $1.7 million in letters of credit, resulting in $20.4 million of availability.

Spartan Credit Agreement

The Spartan Credit Agreement provides for maximum credit commitments of $70.0 million. As of September 30, 2022, we had $52.5 million outstanding, no letters of credit and $13.0 million of availability. On October 17th, 2022, CSI amended the Spartan Credit Agreement extending the maturity from January 29, 2024 to October 17, 2025. See Note 12 - “Subsequent Events” for further information. As of November 1, 2022, we had $52.5 million outstanding, no letters of credit, and $14.4 million of availability.

See Note 7 – “Long-Term Debt and Other Borrowings” in the Notes to Consolidated Financial Statements in this Quarterly Report for further information regarding our 7.50% First Lien Notes due 2025 and 10.000%/10.750% Second Lien Notes due 2026.

Finance Agreements

During the nine months ended September 30, 2022, we entered into Master Finance Agreements with a third party in the amount of $14.3 million to finance certain compression equipment. The notes are payable in monthly installments totaling $0.4 million for 36 months. The current portion of this amount is classified in accrued liabilities and other and the long-term portion is classified in other long-term liabilities on the accompanying consolidated balance sheet.

Leases

We have operating leases for some of our office space, warehouse space, operating locations, and machinery and equipment. Our leases have remaining lease terms ranging from 1 to 10 years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months.

Other Financing

Off Balance Sheet Arrangements

 

As of September 30, 2022, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.

Critical Accounting Policies and Estimates

 

There have been no material changes or developments in the evaluation of the accounting estimates and the underlying assumptions or methodologies pertaining to our Critical Accounting Policies and Estimates disclosed in our 2021 Annual Report. In preparing our consolidated financial statements, we make assumptions, estimates, and judgments that affect the amounts reported. These judgments and estimates may change as new events occur, as new information is acquired, and as changes in our operating environments are encountered. Actual results are likely to differ from our current estimates, and those differences may be material.

For a discussion of new accounting pronouncements that may affect our consolidated financial statements, see Note 1 – “Organization, Basis of Presentation, and Significant Accounting Policies, New Accounting Pronouncements,” in the Notes to Consolidated Financial Statements in this Quarterly Report.

Commitments and Contingencies

 

From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. While the outcome of these lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse effect on our financial condition, results of operations, or cash flows.

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Cautionary Statement for Purposes of Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” and information based on our beliefs and those of our general partner. Forward-looking statements in this Quarterly Report are identifiable by the use of the following words, the negative of such words, and other similar words: “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “goal”, “intends”, “may”, “might”, “plans”, “predicts”, “projects”, “seeks”, “should, “targets”, “will” and “would”.

    Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our 2021 Annual Report, and those described from time to time in our future reports filed with the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

 

    Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer of our general partner, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of the quarter ended September 30, 2022. Based on this evaluation, the Principal Executive Officer and Principal Financial Officer of our general partner concluded that our disclosure controls and procedures were effective as of September 30, 2022, the end of the period covered by this Quarterly Report.

During the nine months ended September 30, 2022, we deployed a new Enterprise Resource Planning (“ERP”) system. In connection with this ERP system implementation, the Partnership updated its internal controls over financial reporting, as necessary, to accommodate modifications to its business processes and accounting procedures. We do not believe that this ERP system implementation will have an adverse effect on the Partnership’s internal control over financial reporting.

There were no other changes in the internal control over financial reporting that occurred during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

 

From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. While the outcome of these lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse effect on our financial condition, results of operations, or cash flows.

Item 1A. Risk Factors.

There have been no material changes in the information pertaining to our Risk Factors as disclosed in our 2021 Annual Report.    

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

(a)  None.

 

(b)  None.

 

(c)  Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Period

Total Number of Units Purchased

Average Price Paid per Unit

Total Number of Units Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Publicly Announced Plans or Programs

July 1 – July 31, 2022

—

$

—

N/A

N/A

August 1 – August 31, 2022

—

—

N/A

N/A

September 1 – September 30, 2022

—

—

N/A

N/A

Total

—

N/A

N/A

Item 3. Defaults Upon Senior Securities.

 

None.

Item 4. Mine Safety Disclosures.

 

None.

Item 5. Other Information.

 

    None.

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Item 6. Exhibits.

 

Exhibits: 

10.1			Second Amendment to Loan, Security and Guaranty Agreement, dated October 19, 2022, by and among Spartan Energy Services LLC, Treating Holdco LLC, Bank of America, N.A., as agent for the lenders, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on October 21, 2022 (SEC File No. 001-35195).
31.1*			Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Certification of Principal Executive Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Principal Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH+			XBRL Taxonomy Extension Schema Document
101.CAL+			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+			XBRL Taxonomy Extension Label Linkbase Document
101.PRE+			XBRL Taxonomy Extension Presentation Linkbase Document
104*			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*    Filed with this report.

**    Furnished with this report.

+    Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and nine-month periods ended September 30, 2022 and 2021; (ii) Consolidated Statements of Comprehensive Income for the three and nine-month periods ended September 30, 2022 and 2021; (iii) Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021; (iv) Consolidated Statement of Partners’ Capital for the nine-month periods ended September 30, 2022 and 2021; (v) Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2022 and 2021; and (iv) Notes to Consolidated Financial Statements for the nine months ended September 30, 2022.

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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.

 

						CSI COMPRESSCO LP
						By:			CSI Compressco GP LLC,
									its General Partner
Date:			November 3, 2022			By:			/s/John E. Jackson
									John E. Jackson
									Chief Executive Officer
									Principal Executive Officer
Date:			November 3, 2022			By:			/s/Jonathan W. Byers
									Jonathan W. Byers
									Chief Financial Officer
									Principal Financial Officer
Date:			November 3, 2022			By:			/s/Riplee L. Parkening
									Riplee L. Parkening
									Controller
									Principal Accounting Officer

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