CSI Compressco (CCLP) 8-K Entry into a Material Definitive Agreement

Exhibit 99.5

UNAUDITED PRO FORMA, AS ADJUSTED CONSOLIDATED FINANCIAL INFORMATION

Introduction

Our unaudited pro forma condensed combined balance sheet as of March 31, 2014 and our unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2014 and the year ended December 31, 2013 and the twelve months ended March 31, 2014, reflect the following transactions:

• this offering of 15,280,000 common units for estimated aggregate gross proceeds of approximately $400.0 million based on the last sale price of our common units on July 17, 2014 of $26.18 per common unit (excluding the up to 2,292,000 additional common units that may be purchased at the option of the underwriters) and the contribution by our general partner of approximately $8.2 million in order to maintain its general partner interest;

• the Notes Offering of $350.0 million aggregate principal amount of our Senior Notes;

• our pending CSI Acquisition, for cash consideration in the amount of approximately $825.0 million, subject to adjustment for working capital and other matters, including the termination and no assumption of any of CSI’s currently existing long-term indebtedness. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the assets expected to be acquired and liabilities expected to be assumed at the date of acquisition (in thousands):

Current assets	$	112,147
Property and equipment		559,507
Intangible and other assets		236,738
Total assets acquired		908,392
Current liabilities		83,392
Long-term debt		—
Other long-term liabilities		—
Total liabilities assumed		83,392
Net assets acquired	$	825,000

We expect to incur approximately $8.0 million of acquisition costs in connection with the pending CSI Acquisition.

• the repayment in full of all borrowings outstanding under our Existing Credit Agreement; and

• our entry into the New Credit Agreement and initial borrowings thereunder.

Adjustments for the above-listed transactions on an individual basis are presented in the notes to the unaudited pro forma financial statements. Certain information normally included in the financial statements prepared in accordance with GAAP has been condensed or omitted in accordance with the rules and regulations of the SEC. The unaudited pro forma financial statements and accompanying notes should be read in conjunction with the historical financial statements and related notes thereto appearing elsewhere herein. The unaudited last twelve months financial data for the twelve months ended March 31, 2014 has been calculated by subtracting the data for the three months ended March 31, 2013 from the data for the year ended December 31, 2013, and adding the data for the three months ended March 31, 2014.

The unaudited pro forma, as adjusted, condensed combined financial statements do not purport to be indicative of the results of operations or financial position that we actually would have achieved if the transactions had been consummated on the dates indicated, nor do they project our results of operations or financial position for any future period or date.

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COMPRESSCO PARTNERS, L.P.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2014

(in thousands)

	Historical			CSI Historical			Pro Forma Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	12,633		$	1,559		$	23,547		(A)	$	37,739
Trade accounts receivable, net		18,726			32,612			—				51,338
Inventories		13,545			75,443			—				88,988
Deferred tax asset		57			4,870			(4,870	)	(B)		57
Prepaid expenses and other current assets		1,502			2,533			—				4,035
Total current assets		46,463			117,017			18,677				182,157
Property, plant, and equipment:
Land and building		2,178			69,695			9,806				81,679
Compressors and equipment		177,782			623,212			114,444				915,438
Vehicles		12,656			—			1,975				14,631
Total property, plant, and equipment		192,616			692,907			126,225		(C)		1,011,748
Less accumulated depreciation		(92,162	)		(259,625	)		—				(351,787	)
Net property, plant, and equipment		100,454			433,282			126,225				659,961
Other assets:
Goodwill		72,161			—			166,083		(D)		238,244
Deferred tax assets		1,750			—			—				1,750
Other assets		2,803			1,555			15,725		(E)		20,083
Intangible assets		—			—			69,100		(E)		69,100
Total other assets		76,714			1,555			250,908				329,177
Total assets	$	223,631		$	551,854		$	395,810			$	1,171,295
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	6,524		$	34,666		$	—			$	41,190
Accrued liabilities and other		4,154			48,726			—				52,880
Accrued payroll and benefits		634			—			—				634
Amounts payable to affiliates		4,698			—			—				4,698
Deferred tax liabilities		2,021			—			—				2,021
Total current liabilities		18,031			83,392			—				101,423
Other liabilities:
Long-term debt, net		32,220			95,803			383,477		(F)		511,500
Deferred tax liabilities		4,725			113,308			(113,308	)	(B)		4,725
Other long-term liabilities		50			—			—				50
Total other liabilities		36,995			209,111			270,169				516,275
Commitments and contingencies
Partners’ capital:
General partner interest		3,112						8,164		(G)		11,276
Common units		103,709						400,000		(G)		480,537
								(23,172	)	(A, G)
Subordinated units		64,339						—				64,339
Accumulated other comprehensive income (loss)		(2,555	)		(378	)		378		(H)		(2,555	)
Common stock					18			(18	)	(H)		—
Additional paid-in capital					14,455			(14,455	)	(H)		—
Retained earnings					245,256			(245,256	)	(H)		—
Total partners’ capital		168,605			259,351			125,641				553,597
Total liabilities and partners’ capital	$	223,631		$	551,854		$	395,810			$	1,171,295

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COMPRESSCO PARTNERS, L.P.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(in thousands)

	Historical		CSI Historical			Pro Forma Adjustments				Pro Forma
Revenues:
Compression and other services	$	27,927	$	46,614		$	—			$	74,541
Sales of compressors and parts		1,883		46,417			—				48,300
Total Revenues		29,810		93,031			—				122,841
Cost of revenues (excluding depreciation and amortization expense):
Cost of compression and other services		15,154		22,936			—				38,090
Cost of compressors and parts sales		929		39,523			—				40,452
Total cost of revenues		16,083		62,459			—				78,542
Selling, general and administrative expense		4,094		8,561			—				12,655
Depreciation and amortization		3,682		9,858			2,102		(C)		18,128
							2,486		(E)
Interest expense, net		159		342			6,125		(I)		7,074
							1,211		(J)
							(763	)	(K)
Other expense (income), net		539		(191	)		—				348
Income (loss) before income tax provision		5,253		12,002			(11,161	)			6,094
Provision (benefit) for income taxes		634		4,380			(4,061	)	(L)		953
Net income (loss)	$	4,619	$	7,622		$	(7,100	)		$	5,141
General partner interest in net income	$	92								$	102
Common units interest in net income	$	2,700								$	4,014
Subordinated units interest in net income	$	1,827								$	1,025
Net income per common unit:
Basic	$	0.29								$	0.16
Diluted	$	0.29								$	0.16
Weighted average common units outstanding:
Basic		9,275,936					15,280,000				24,555,936
Diluted		9,313,078					15,280,000				24,593,078
Net income per subordinated unit:
Basic and diluted	$	0.29								$	0.16
Weighted average subordinated units outstanding:
Basic and diluted		6,273,970									6,273,970

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COMPRESSCO PARTNERS, L.P.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

(in thousands)

	Historical		CSI Historical			Pro Forma Adjustments				Pro Forma
Revenues:
Compression and other services	$	112,937	$	178,530		$	—			$	291,467
Sales of compressors and parts		8,364		152,969			—				161,333
Total Revenues		121,301		331,499			—				452,800
Cost of revenues (excluding depreciation and amortization expense):
Cost of compression and other services		63,425		82,286			—				145,711
Cost of compressors and parts sales		4,691		128,600			—				133,291
Total cost of revenues		68,116		210,886			—				279,002
Selling, general and administrative expense		17,467		31,792			—				49,259
Depreciation and amortization		14,642		37,726			8,406		(C)		70,718
							9,944		(E)
Interest expense, net		469		1,256			24,500		(I)		27,754
							4,845		(J)
							(3,316	)	(K)
Other expense (income), net		782		(695	)		—				87
Income (loss) before income tax provision		19,825		50,534			(44,379	)			25,980
Provision (benefit) for income taxes		2,258		16,966			(16,145	)	(L)		3,079
Income (loss) before discontinued operations	$	17,567	$	33,568		$	(28,234	)		$	22,901
General partner interest in net income before discontinued operations	$	351								$	458
Common units interest in net income before discontinued operations	$	10,251								$	17,841
Subordinated units interest in net income before discontinued operations	$	6,965								$	4,602
Income before discontinued operations per common unit:
Basic	$	1.11								$	0.73
Diluted	$	1.10								$	0.73
Weighted average common units outstanding:
Basic		9,230,876					15,280,000				24,510,876
Diluted		9,305,066					15,280,000				24,585,066
Income before discontinued operations per subordinated unit:
Basic and diluted	$	1.11								$	0.73
Weighted average subordinated units outstanding:
Basic and diluted		6,273,970									6,273,970

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COMPRESSCO PARTNERS, L.P.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED MARCH 31, 2014

(in thousands)

	Historical		CSI Historical			Pro Forma Adjustments				Pro Forma
Revenues:
Compression and other services	$	111,185	$	182,371		$	—			$	293,556
Sales of compressors and parts		9,159		128,476			—				137,635
Total Revenues		120,344		310,847			—				431,191
Cost of revenues (excluding depreciation and amortization expense):
Cost of compression and other services		61,483		86,189			—				147,672
Cost of compressors and parts sales		5,003		110,565			—				115,568
Total cost of revenues		66,486		196,754			—				263,240
Selling, general and administrative expense		17,282		32,358			—				49,640
Depreciation and amortization		14,851		38,613			8,406		(C)		71,814
							9,944		(E)
Interest expense, net		570		1,285			24,500		(I)		27,971
							4,845		(J)
							(3,229	)	(K)
Other expense (income), net		1,338		(515	)		—				823
Income (loss) before income tax provision		19,817		42,352			(44,466	)			17,703
Provision (benefit) for income taxes		2,170		13,874			(16,177	)	(L)		(133	)
Net income (loss) before discontinued operations		17,647		28,478			(28,289	)			17,836
General partner interest in income before discontinued operations	$	352								$	357
Common units interest in income before discontinued operations	$	10,305								$	13,917
Subordinated units interest in income before discontinued operations	$	6,990								$	3,562

Pro Forma Adjustments

A. Reflects the cash impact of the following transactions:

• $825.0 million of the preliminary cash consideration paid for the CSI Acquisition. The final cash consideration will be subject to certain working capital and other adjustments.

• $350.0 million of cash proceeds from the Notes Offering, and $10.0 million of discounts and estimated offering expenses.

• $400.0 million of cash proceeds from this offering of 15,280,000 common units which includes approximately $31.8 million of cash proceeds from the purchase of common units by an affiliate of our general partner. In addition, $15.2 million of underwriting discounts and estimated offering expenses are to be incurred.

• Approximately $8.2 million from the contribution by our general partner in order to maintain its approximate 2.0% general partner interest.

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• $32.2 million repayment of our Existing Credit Agreement.

• $161.5 million of borrowings under our New Credit Agreement and $5.7 million of estimated financing expenses.

• $8.0 million of expenses related to the CSI Acquisition.

B. The Partnership and seller of CSI will make a joint Section 338(h)(10) election to treat the purchase of CSI as an asset acquisition for U.S. federal income tax purposes. Therefore, no deferred tax assets or liabilities have been recorded on the opening balance sheet. As such, adjustments have been made to eliminate historical book/tax differences.

C. Reflects fair value adjustments for property, plant and equipment acquired and related pro forma depreciation expense adjustments. Pro forma depreciation expense is calculated based on an average remaining useful life of 15 years for the acquired assets (in thousands).

	Property, plant and equipment						Depreciation expense
	Historical amounts		Fair value		Fair value adjustment		For the three months ended March 31, 2014		For the year ended December 31, 2013		For the twelve months ended March 31, 2014
Land	$	1,126	$	1,245	$	119	$	—	$	—	$	—
Buildings & improvements		21,208		29,914		8,706		145		580		580
Compressors		404,473		516,526		112,053		1,868		7,470		7,470
Machinery & equipment		2,994		5,385		2,391		40		159		159
Vehicles/rolling stock		1,786		3,761		1,975		33		132		132
Office furniture & equipment		773		1,752		979		16		65		65
Leasehold improvements		—		2		2		—		—		—
Construction in progress		922		922		—		—		—		—
Total	$	433,282	$	559,507	$	126,225	$	2,102	$	8,406	$	8,406

D. Reflects the goodwill related to the CSI Acquisition. Please see discussion above for further details on the preliminary purchase price allocation.

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E. Reflects the fair value of acquired identifiable intangible assets and deferred financing costs related to the Notes Offering and related amortization expense adjustments, as follows (in thousands):

	Fair value		Remaining useful life (years)		Amortization expense
					For the three months ended March 31, 2014		For the year ended December 31, 2013		For the twelve months ended March 31, 2014
Intangible assets:
Backlog	$	800		1.5	$	133	$	533	$	533
Trade name		33,000		10.0		825		3,300		3,300
Customer relationships		35,300		9.5		929		3,716		3,716
Total intangible assets		69,100				1,887		7,549		7,549
Deferred financing costs:
Senior Notes		10,000		8.0		313		1,250		1,250
New Credit Agreement		5,725		5.0		286		1,145		1,145
Total deferred financing costs		15,725				599		2,395		2,395
Total	$	84,825			$	2,486	$	9,944	$	9,944

F. Reflects the repayment of our Existing Credit Agreement of $32.2 million and entry into our New Credit Agreement and our initial estimated borrowings thereunder of $161.5 million, repayment of CSI Related Party Debt of $95.8 million prior to the closing of the CSI Acquisition, and also the notes related to the Notes Offering of $350.0 million.

G. Reflects this offering of approximately $400.0 million of our common units representing limited partner interests (15,280,000 common units based on an assumed offering price to the public of $26.18 per unit, and $15.2 million of underwriting discounts and estimated offering expenses and $8.0 million of expenses related to the CSI Acquisition; the closing sale price of our common units on July 17, 2014 was $26.18) (excluding the up to 2,292,000 additional common units that may be purchased at the option of the underwriters). In addition, the adjustment reflects an $8.2 million contribution from our general partner to maintain its general partner interest.

H. Reflects the elimination of CSI’s historical stockholders’ equity balances.

I. Reflects the additional interest expense related to the Notes Offering based on an assumed interest rate of 7%. The annual impact of a 1% increase in the interest rate above the assumed interest rate of 7% would increase interest expense by approximately $3.5 million. If the Notes Offering is not consummated and the LP Bridge Loans of $350.0 million were effective as of January 1, 2013, the LP Bridge Loans would bear an interest rate of a 3-month LIBOR rate plus 6% for the first three months, increasing 0.5% each 90 days thereafter until the maturity date of 12 months after it is effective, resulting in approximately $24.7 million of interest expense for the year ended December 31, 2013.

J. Reflects additional interest expense related to the draw on the New Credit Agreement.

K. Reflects the total decrease to interest expense of $0.3 million, $1.0 million and $1.0 million for the three months ended March 31, 2014, the year ended December 31, 2013 and the twelve months ended March 31, 2014, respectively as a result of a repayment under our Existing Credit Agreement and the reduction to interest expense related to the termination of CSI’s long-term debt prior to the closing of the CSI Acquisition of $0.5 million and $2.3 million for the three months ended March 31, 2014 and the year ended December 31, 2013, respectively.

L. Reflects the tax impact of the CSI Acquisition based on a blended statutory rate of approximately 36.4%.

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