Related Party Transactions | 4. Related Party Transactions We are a party to an omnibus agreement with Archrock, our general partner and others (as amended and/or restated, the “Omnibus Agreement”), which includes, among other things: • certain agreements not to compete between Archrock and its affiliates, on the one hand, and us and our affiliates, on the other hand; • Archrock’s obligation to provide all operational staff, corporate staff and support services reasonably necessary to operate our business and our obligation to reimburse Archrock for such services; • the terms under which we, Archrock, and our respective affiliates may transfer, exchange or lease compression equipment among one another; • Archrock’s grant to us of a license to use certain intellectual property, including our logo; and • Archrock’s and our obligations to indemnify each other for certain liabilities. The Omnibus Agreement will terminate upon a change of control of Archrock GP LLC, our general partner or us, and certain provisions of the Omnibus Agreement will terminate upon a change of control of Archrock. Provisions in the Omnibus Agreement that provided caps on our obligation to reimburse Archrock for operating and selling, general and administrative (“SG&A”) expenses were in effect through December 31, 2014; however, effective January 1, 2015, these provisions of the Omnibus Agreement terminated. Non-competition Under the Omnibus Agreement, subject to the provisions described below, Archrock has agreed not to offer or provide compression services in the U.S. to our contract operations services customers that are not also contract operations services customers of Archrock. Compression services include natural gas contract compression services, but exclude fabrication of compression equipment, sales of compression equipment or material, parts or equipment that are components of compression equipment, leasing of compression equipment without also providing related compression equipment service, gas processing operations services and operation, maintenance, service, repairs or overhauls of compression equipment owned by third parties. Similarly, we have agreed not to offer or provide compression services to Archrock’s contract operations services customers that are not also our contract operations services customers. Some of our customers are also Archrock’s contract operations services customers, which we refer to as overlapping customers. We and Archrock have agreed, subject to the exceptions described below, not to provide contract operations services to an overlapping customer at any site at which the other was providing such services to an overlapping customer on the date of the most recent amendment to the Omnibus Agreement, each being referred to as a “Partnership site” or an “Archrock site.” Pursuant to the Omnibus Agreement, if an overlapping customer requests contract operations services at a Partnership site or an Archrock site, whether in addition to or in replacement of the equipment existing at such site on the date of the most recent amendment to the Omnibus Agreement, we may provide contract operations services if such overlapping customer is a Partnership overlapping customer, and Archrock will be entitled to provide such contract operations services if such overlapping customer is an Archrock overlapping customer. Additionally, any additional contract operations services provided to a Partnership overlapping customer will be provided by us and any additional services provided to an Archrock overlapping customer will be provided by Archrock. Archrock also has agreed that new customers for contract compression services are for our account unless the new customer is unwilling to contract with us or unwilling to do so under our form of compression services agreement. In that case, Archrock may provide compression services to the new customer. In the event that either we or Archrock enter into a contract to provide compression services to a new customer, either we or Archrock, as applicable, will receive the protection of the applicable non-competition arrangements described above in the same manner as if such new customer had been a compression services customer of either us or Archrock on the date of the Omnibus Agreement. Unless the Omnibus Agreement is terminated earlier due to a change of control of Archrock GP LLC, our general partner or us, the non-competition provisions of the Omnibus Agreement will terminate on December 31, 2018 or on the date on which a change of control of Archrock occurs, whichever event occurs first. If a change of control of Archrock occurs, and neither the Omnibus Agreement nor the non-competition arrangements have already terminated, Archrock will agree for the remaining term of the non-competition arrangements not to provide contract operations services to our customers at any site where we are providing contract operations services at the time of the change of control. Indemnification for Environmental and Other Liabilities Under the Omnibus Agreement, Archrock has agreed to indemnify us, for a three -year period following each applicable asset acquisition from Archrock, against certain potential environmental claims, losses and expenses associated with the ownership and operation of the acquired assets that occur before the acquisition date. Archrock maximum liability for environmental indemnification obligations under the Omnibus Agreement cannot exceed $5.0 million , and Archrock will not have any obligation under the environmental or any other indemnification until our aggregate losses exceed $250,000 . Archrock will have no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after such acquisition date. We have agreed to indemnify Archrock against environmental liabilities occurring on or after the applicable acquisition date related to our assets to the extent Archrock is not required to indemnify us. Additionally, Archrock will indemnify us for losses attributable to title defects, retained assets and income taxes attributable to pre-closing operations. We will indemnify Archrock for all losses attributable to the post-closing operations of the assets contributed to us, to the extent not subject to Archrock indemnification obligations. For the years ended December 31, 2016 , 2015 and 2014 , there were no requests for indemnification by either party. Purchase of New Compression Equipment from Archrock In connection with the Spin-off, Archrock contributed its fabrication business to Exterran and we entered into a separate supply agreement with Exterran under which we are obligated to purchase our requirements of newly-fabricated compression equipment from Exterran and its affiliates, subject to certain exceptions. For the year ended December 31, 2016 , we purchased $32.2 million of newly manufactured compression equipment from Exterran. Prior to the November 2015 amendment and restatement of our Omnibus Agreement, in connection with the Spin-off, we were able to purchase newly-fabricated compression equipment from Archrock or its affiliates at Archrock’s cost to fabricate such equipment plus a fixed margin. During the years ended December 31, 2015 and 2014 , we purchased $171.7 million and $233.0 million , respectively, of newly-fabricated compression equipment from Archrock. Transactions between us and Archrock and its affiliates are transactions between entities under common control. Under GAAP, transfers of assets and liabilities between entities under common control are to be initially recorded on the books of the receiving entity at the carrying value of the transferor. Any difference between consideration given and the carrying value of the assets or liabilities is treated as a capital distribution or contribution. As a result, the newly-fabricated compression equipment purchased during the years ended December 31, 2015 and 2014 was recorded in our consolidated balance sheets as property, plant and equipment of $159.0 million and $212.2 million , respectively, which represents the carrying value of the Archrock’s affiliates that sold it to us, and as a distribution of equity of $12.7 million and $20.8 million , respectively, which represents the fixed margin we paid above the carrying value in accordance with the Omnibus Agreement. During the years ended December 31, 2015 and 2014 , Archrock contributed to us $9.6 million and $6.2 million , respectively, primarily related to the completion of overhauls on compression equipment that was exchanged with us or contributed to us and where overhauls were in progress on the date of exchange or contribution. Transfer, Exchange or Lease of Compression Equipment with Archrock If Archrock determines in good faith that we or Archrock’s contract operations services business need to transfer, exchange or lease compression equipment between Archrock and us, the Omnibus Agreement permits such equipment to be transferred, exchanged or leased if it will not cause us to breach any existing contracts, suffer a loss of revenue under an existing compression services contract or incur any unreimbursed costs. In consideration for such transfer, exchange or lease of compression equipment, the transferee will either (1) transfer to the transferor compression equipment equal in value to the appraised value of the compression equipment transferred to it, (2) agree to lease such compression equipment from the transferor or (3) pay the transferor an amount in cash equal to the appraised value of the compression equipment transferred to it. During the year ended December 31, 2016 , pursuant to the terms of the Omnibus Agreement, we transferred ownership of 462 compressor units, totaling approximately 205,000 horsepower with a net book value of approximately $92.4 million , to Archrock. In exchange, Archrock transferred ownership of 339 compressor units, totaling approximately 154,000 horsepower with a net book value of approximately $96.2 million , to us. During the year ended December 31, 2015 , pursuant to the terms of the Omnibus Agreement, we transferred ownership of 349 compressor units, totaling approximately 112,800 horsepower with a net book value of approximately $54.7 million , to Archrock. In exchange, Archrock transferred ownership of 260 compressor units, totaling approximately 99,600 horsepower with a net book value of approximately $46.8 million , to us. During the year ended December 31, 2014 , pursuant to the terms of the Omnibus Agreement, we transferred ownership of 443 compressor units, totaling approximately 224,600 horsepower with a net book value of approximately $93.2 million , to Archrock. In exchange, Archrock transferred ownership of 463 compressor units, totaling approximately 165,800 horsepower with a net book value of approximately $81.2 million , to us. During the years ended December 31, 2016 , 2015 and 2014 , we recorded capital distributions of approximately $3.8 million , $7.9 million and $12 million , respectively, related to the differences in net book value on the exchanged compression equipment. No customer contracts were included in the transfers. Under the terms of the Omnibus Agreement, such transfers must be of equal appraised value, as defined in the Omnibus Agreement, with any difference being settled in cash. At December 31, 2016 , we had equipment on lease to Archrock with an aggregate cost and accumulated depreciation of $4.3 million and $0.7 million , respectively. At December 31, 2015 , we had equipment on lease to Archrock with an aggregate cost and accumulated depreciation of $10.1 million and $3.3 million , respectively. During the years ended December 31, 2016 , 2015 and 2014 , we had revenue of $0.1 million , $0.2 million and $0.3 million , respectively, from Archrock related to the lease of our compression equipment. During the years ended December 31, 2016 , 2015 and 2014 , we had cost of sales of $0.3 million , $1.7 million and $4.9 million , respectively, with Archrock related to the lease of Archrock’s compression equipment. Reimbursement of Operating and SG&A Expense Archrock provides all operational staff, corporate staff and support services reasonably necessary to run our business. These services may include, without limitation, operations, marketing, maintenance and repair, periodic overhauls of compression equipment, inventory management, legal, accounting, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal audit, taxes, facilities management, investor relations, enterprise resource planning system, training, executive, sales, business development and engineering. Archrock charges us for costs that are directly attributable to us. Costs that are indirectly attributable to us and Archrock’s other operations are allocated among Archrock’s other operations and us. The allocation methodologies vary based on the nature of the charge and have included, among other things, revenue, headcount and horsepower. We believe that the allocation methodologies used to allocate indirect costs to us are reasonable. Included in our cost of sales during the years ended December 31, 2016 , 2015 and 2014 were $4.8 million , $4.1 million and $8.3 million , respectively, of indirect costs incurred by Archrock. Included in our SG&A expense during the years ended December 31, 2016 , 2015 and 2014 were $68.8 million , $75.6 million and $72.0 million , respectively, of indirect costs incurred by Archrock. Under the Omnibus Agreement, our obligation to reimburse Archrock for any cost of sales that it incurred in the operation of our business and any cash SG&A expense allocated to us was capped (after taking into account any such costs we incurred and paid directly) through December 31, 2014. Cost of sales was capped at $21.75 per operating horsepower per quarter through December 31, 2013 and $22.50 per operating horsepower per quarter from January 1, 2014 through December 31, 2014 . SG&A costs were capped at $9.0 million per quarter from June 10, 2011 through March 7, 2012, $10.5 million per quarter from March 8, 2012 through March 31, 2013, $12.5 million per quarter from April 1, 2013 through December 31, 2013, $15.0 million per quarter from January 1, 2014 through April 9, 2014 and $17.7 million per quarter from April 10, 2014 through December 31, 2014 . The cost caps provided in the Omnibus Agreement were in effect through December 31, 2014 ; however, effective January 1, 2015, these provisions of the Omnibus Agreement terminated. Our cost of sales exceeded the cap provided in the Omnibus Agreement by $2.5 million during the year ended December 31, 2014 . Our SG&A expenses exceeded the cap provided in the Omnibus Agreement by $11.4 million during the year ended December 31, 2014 . The excess amounts over the caps are included in the consolidated statements of operations as cost of sales or SG&A expense. The cash received for the amounts over the caps has been accounted for as a capital contribution in our consolidated balance sheets and statements of cash flows. |