Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 |
Notes to Financial Statements [Abstract] | ' |
Basis of Presentation and Significant Accounting Policies | ' |
NOTE A – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
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We are a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing, and storage. Our compression and related services business includes a fleet of over 6,000 compressor packages providing in excess of 1.0 million in aggregate horsepower, utilizing a full spectrum of low-, medium-, and high-horsepower engines. We also provide well monitoring services and automated sand separation services in conjunction with compression services in Mexico. Our equipment and parts sales business includes the fabrication and sale of standard compressor packages, custom-designed compressor packages, and engine-driven oilfield fluid pump systems designed and fabricated primarily at our facilities in Midland, Texas and Oklahoma City, Oklahoma, as well as the sale of compressor parts and components manufactured by third-party suppliers. Our aftermarket services business provides compressor package reconfiguration and maintenance services. Our customers comprise a broad base of natural gas and oil exploration and production, mid-stream, transmission, and storage companies operating throughout many of the onshore producing regions of the United States as well as in a number of foreign countries, including Mexico, Canada, and Argentina. |
Presentation |
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Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated. In the opinion of our management, our unaudited consolidated financial statements as of September 30, 2014, and for the three and nine month periods ended September 30, 2014 and 2013, include all normal recurring adjustments that are necessary to provide a fair statement of our results for the interim periods. Operating results for the period ended September 30, 2014 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2014. |
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Results of operations for the three and nine months ended September 30, 2014, reflect the impact of the acquisition of Compressor Systems, Inc. (CSI), a Delaware corporation, for the portion of the period beginning with the August 4, 2014, closing date of the acquisition. For further discussion of the acquisition, see Note B - Acquisition. |
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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 SEC and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in connection with the financial statements for the year ended December 31, 2013, and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on March 14, 2014. |
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Use of Estimates |
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The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For further discussion of fair value measurements in connection with the allocation of the purchase price of the CSI Acquisition, see Note B - Acquisition. Actual results could differ from those estimates, and such differences could be material. |
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Cash Equivalents |
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We consider all highly liquid cash investments with maturities of three months or less when purchased to be cash equivalents. |
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Foreign Currencies |
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We have designated the Canadian dollar as the functional currency for our operations in Canada. Effective January 1, 2014, we changed the functional currency in Argentina from the U.S. dollar to the Argentina peso. We are exposed to fluctuations between the U.S. dollar and certain foreign currencies, including the Canadian dollar, the Mexican peso, and the Argentine peso, as a result of our international operations. |
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Inventories |
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Inventories consist primarily of compressor package raw materials, parts and supplies, and work in process that are stated at the lower of cost or market value. For raw materials and parts, cost is determined using the weighted average cost method. The cost of work-in-process is determined using the specific identification method. Significant components of inventories as of September 30, 2014, and December 31, 2013, are as follows: |
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| September 30, 2014 | | December 31, 2013 | | | | | | | | | |
| (In Thousands) | | | | | | | | | |
Finished goods | $ | 601 | | | $ | — | | | | | | | | | | |
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Parts and supplies | 40,390 | | | 13,859 | | | | | | | | | | |
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Work in progress | 56,955 | | | 170 | | | | | | | | | | |
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Total inventories | $ | 97,946 | | | $ | 14,029 | | | | | | | | | | |
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Compression and Related Services Revenues and Costs |
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Our compression and related services revenues include revenues from our U.S. corporate subsidiaries' operating lease agreements with customers. For the three and nine month periods ended September 30, 2013 and 2014, the following operating lease revenues and associated costs were included in compression and related service revenues and cost of compression and related services, respectively, in the accompanying consolidated statements of operations. |
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| Three Months Ended September 30, | | Nine Months Ended September 30, | |
| 2014 | | 2013 | | 2014 | | 2013 | |
| (In Thousands) | |
Rental revenue | $ | 29,235 | | | $ | 3,221 | | | $ | 34,845 | | | $ | 9,651 | | |
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Cost of rental revenue | $ | 14,674 | | | $ | 1,763 | | | $ | 18,299 | | | $ | 5,708 | | |
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Net Income (Loss) Per Common and Subordinated Unit |
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The computations of net income (loss) per common and subordinated unit are based on the weighted average number of common and subordinated units, respectively, outstanding during the applicable period. Our subordinated units meet the definition of a participating security, and, therefore, we are required to use the two-class method in the computation of net income per unit. Effective August 18, 2014, all of the 6,273,970 subordinated units were automatically converted on a one-for-one basis into common units. See further discussion in Note E - Related Party Transactions. Basic net income (loss) per common and subordinated unit is determined by dividing net income (loss) allocated to the common units and subordinated units, respectively, after deducting the amount allocated to our General Partner (including any distributions to our General Partner on its incentive distribution rights) by the weighted average number of outstanding common and subordinated units, respectively, during the period. |
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We determine cash distributions based on available cash and determine the actual incentive distributions allocable to our General Partner, if any, based on actual distributions. When computing net income (loss) per common and subordinated unit under the two-class method, the amount of the actual incentive distribution rights, if any, is deducted from net income and allocated to our General Partner for the period to which the calculation relates. The remaining amount of net income (loss), after deducting the incentive distribution rights, is allocated among our General Partner, common, and subordinated units based on how our partnership agreement allocates net income (loss). |
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The following is a reconciliation of the weighted average number of common and subordinated units outstanding to the number of common and subordinated units used in the computations of net income (loss) per common and subordinated unit. |
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| Three Months Ended | | Nine Months Ended | | | | | |
September 30, 2014 | September 30, 2014 | | | | | |
| Common | | Subordinated | | Common | | Subordinated | | | | | |
Units | Units | Units | Units | | | | | |
Number of weighted average units outstanding | 23,697,093 | | | 3,341,571 | | | 14,138,668 | | | 5,285,762 | | | | | | |
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Nonvested units outstanding | — | | | — | | | — | | | — | | | | | | |
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Average diluted units outstanding | 23,697,093 | | | 3,341,571 | | | 14,138,668 | | | 5,285,762 | | | | | | |
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| Three Months Ended | | Nine Months Ended | | | | | |
September 30, 2013 | September 30, 2013 | | | | | |
| Common | | Subordinated | | Common | | Subordinated | | | | | |
Units | Units | Units | Units | | | | | |
Number of weighted average units outstanding | 9,235,680 | | | 6,273,970 | | | 9,227,116 | | | 6,273,970 | | | | | | |
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Nonvested units outstanding | 83,462 | | | — | | | 83,945 | | | — | | | | | | |
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Average diluted units outstanding | 9,319,142 | | | 6,273,970 | | | 9,311,061 | | | 6,273,970 | | | | | | |
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For the three and nine months ended September 30, 2014, the average diluted units outstanding excludes the impact of all of the outstanding restricted unit awards, as the inclusion of these units would have been antidilutive. |
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Accumulated Other Comprehensive Income (Loss) |
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Certain of our foreign operations maintain their accounting records in the local currencies that are their functional currencies. For these operations, the functional currency financial statements are converted to United States dollar equivalents, with the effect of the foreign currency translation adjustment reflected as a component of accumulated other comprehensive income (loss). Accumulated other comprehensive income (loss) is included in partners’ capital in the accompanying consolidated balance sheets and consists of the cumulative currency translation adjustments associated with such international operations. Activity within accumulated other comprehensive income (loss) during the three and nine month periods ended September 30, 2014 and 2013, is as follows: |
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| Three Months Ended September 30, | | Nine Months Ended | |
September 30, | |
| 2014 | | 2013 | | 2014 | | 2013 | |
| (In Thousands) | |
Balance, beginning of period | $ | (2,478 | ) | | $ | 910 | | | $ | 413 | | | $ | 1,004 | | |
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Foreign currency translation adjustment | (506 | ) | | 58 | | | (3,397 | ) | | (36 | ) | |
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Balance, end of period | $ | (2,984 | ) | | $ | 968 | | | $ | (2,984 | ) | | $ | 968 | | |
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Activity within accumulated other comprehensive income (loss) includes no reclassifications to net income (loss). |
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Allocation of Net Income (Loss) |
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Our net income (loss) is allocated to partners’ capital accounts in accordance with the provisions of our partnership agreement. |
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Distributions |
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On January 17, 2014, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended December 31, 2013 of $0.4375 per unit. This distribution equates to a distribution of $1.75 per outstanding unit on an annualized basis. This cash distribution was paid on February 14, 2014, to all unitholders of record as of the close of business January 31, 2014. |
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On April 21, 2014, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended March 31, 2014 of $0.4450 per unit. This distribution equates to a distribution of $1.78 per outstanding unit on an annualized basis. This cash distribution was paid on May 15, 2014 to all unitholders of record as of the close of business on May 1, 2014. |
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On, July 11, 2014, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended June 30, 2014 of $0.4525 per unit. This distribution equates to a distribution of $1.81 per outstanding unit on an annualized basis. This cash distribution was paid on August 15, 2014, to all unitholders of record as of the close of business on July 21, 2014. |
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Subsequent to September 30, 2014, on October 17, 2014, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended September 30, 2014 of $0.46 per unit. This distribution equates to a distribution of $1.84 per outstanding unit, or approximately $62.2 million, on an annualized basis. This cash distribution is to be paid on November 14, 2014 to all unitholders of record as of the close of business on October 31, 2014. |
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Fair Value Measurements |
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Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date” within an entity’s principal market, if any. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity, regardless of whether it is the market in which the entity will ultimately transact for a particular asset or liability or if a different market is potentially more advantageous. Accordingly, this exit price concept may result in a fair value that may differ from the transaction price or market price of the asset or liability. |
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Under generally accepted accounting principles, the fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value. Fair value measurements should maximize the use of observable inputs and minimize the use of unobservable inputs, where possible. Observable inputs are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs may be needed to measure fair value in situations where there is little or no market activity for the asset or liability at the measurement date and are developed based on the best information available in the circumstances, which could include the reporting entity’s own judgments about the assumptions market participants would utilize in pricing the asset or liability. |
We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements are utilized in the allocation of purchase consideration for acquisition transactions to the assets and liabilities acquired, including intangible assets and goodwill. Fair value measurements may also be utilized on a nonrecurring basis, such as for the impairment of long-lived assets, including goodwill. The fair value of our financial instruments, which may include cash, temporary investments, accounts receivable, short-term borrowings, and long-term debt pursuant to our bank credit agreement, approximate their carrying amounts. The fair value of our long-term 7.25% Senior Notes at September 30, 2014, was approximately $348.9 million compared to a face amount of $350.0 million as current rates on those dates were more favorable than the stated interest rates on the 7.25% Senior Notes. We calculate the fair value of our 7.25% Senior Notes internally, using current market conditions and average cost of debt (a level 2 fair value measurement). |
We also utilize fair value measurements on a recurring basis in the accounting for our foreign currency forward purchase derivative contracts. For these fair value measurements, we utilize the quoted value as determined by our counterparty financial institution (a level 2 measurement). A summary of these fair value measurements as of September 30, 2014, is as follows: |
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Description | | Total as of | | Quoted Prices | | Significant | | Significant |
30-Sep-14 | in Active | Other | Unobservable |
| Markets for | Observable | Inputs |
| Identical | Inputs | (Level 3) |
| Assets | (Level 2) | |
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Asset for foreign currency derivative contracts | | $ | 77 | | | $ | — | | | $ | 77 | | | $ | — | |
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Liability for foreign currency derivative contracts | | (30 | ) | | — | | | (30 | ) | | — | |
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| | $ | 47 | | | | | | | |
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New Accounting Pronouncements |
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In July 2013, the Financial Accounting Standards Board (FASB) published ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU 2013-11). The amendments in this ASU provide guidance on presentation of unrecognized tax benefits and are expected to reduce diversity in practice and better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2013, with early adoption and retrospective application permitted. The adoption of this standard did not have a material impact on our consolidated financial statements. |
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In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which modifies the criteria for disposals to quality as discontinued operations and expands related disclosures. The guidance is effective for annual and interim reporting periods beginning after December 15, 2014. Adoption of this amendment will not have a material impact on our consolidated financial statements. |
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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for our first quarter in fiscal 2017 under either full or modified retrospective adoption. Early application is not permitted. We are currently assessing the potential effects of these changes to our consolidated financial statements. |
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In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern” (Topic 250). The ASU provides guidance on management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and in certain circumstances to provide related footnote disclosures. The ASU is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. |