Supplemental Guarantor Financial Information | NOTE N — SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION In connection with the Offering of 7.25% Senior Notes described in Note E - Long-Term Debt and Other Borrowings, each of the following current domestic restricted subsidiaries (each a 100% owned subsidiary; together, the “Guarantor Subsidiaries”), have agreed to fully and unconditionally, on a joint and several senior unsecured basis, guarantee the obligations relating to the 7.25% Senior Notes: Compressor Systems, Inc. CSI Compressco Field Services International LLC CSI Compressco Holdings LLC CSI Compressco International LLC CSI Compressco Leasing LLC CSI Compressco Operating LLC CSI Compressco Sub, Inc. CSI Compression Holdings, LLC Pump Systems International, Inc. Rotary Compressor Systems, Inc. As a result of these guarantees, we are presenting the following condensed consolidating financial information pursuant to Rule 3-10 of Regulation S-X. These schedules are presented using the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for our share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions. The Other Subsidiaries column includes financial information for those subsidiaries that do not guarantee the 7.25% Senior Notes. In addition to the financial information of the Partnership, financial information of the Issuers includes CSI Compressco Finance Inc., which had no assets or operations for any of the periods presented. Condensed Consolidating Balance Sheet December 31, 2015 (In Thousands) Issuers Guarantor Other Eliminations Consolidated ASSETS Current assets $ 6 $ 95,246 $ 30,948 $ — $ 126,200 Property, plant, and equipment, net — 674,743 24,537 — 699,280 Investments in subsidiaries 371,702 13,332 — (385,034 ) — Intangible and other assets, net 8,379 145,263 1,328 — 154,970 Intercompany receivables 308,064 — — (308,064 ) — Total non-current assets 688,145 833,338 25,865 (693,098 ) 854,250 Total assets $ 688,151 $ 928,584 $ 56,813 $ (693,098 ) $ 980,450 LIABILITIES AND PARTNERS' CAPITAL Current liabilities $ 10,468 $ 45,238 $ 3,041 $ — $ 58,747 Amounts payable to affiliate 44 5,357 2,752 — 8,153 Long-term debt 345,481 235,000 — — 580,481 Intercompany payables — 271,231 36,833 (308,064 ) — Other long-term liabilities — 56 855 — 911 Total liabilities 355,993 556,882 43,481 (308,064 ) 648,292 Total partners' capital 332,158 371,702 13,332 (385,034 ) 332,158 Total liabilities and partners' capital $ 688,151 $ 928,584 $ 56,813 $ (693,098 ) $ 980,450 Condensed Consolidating Balance Sheet December 31, 2014 (In Thousands) Issuers Guarantor Other Eliminations Consolidated ASSETS Current assets $ 28 $ 197,437 $ 34,201 $ — $ 231,666 Property, plant, and equipment, net — 669,145 16,851 — 685,996 Investments in subsidiaries 562,290 17,303 — (579,593 ) — Intangible and other assets, net 9,650 304,500 1,849 — 315,999 Intercompany receivables 335,151 — — (335,151 ) — Total non-current assets 907,091 990,948 18,700 (914,744 ) 1,001,995 Total assets $ 907,119 $ 1,188,385 $ 52,901 $ (914,744 ) $ 1,233,661 LIABILITIES AND PARTNERS' CAPITAL Current liabilities $ 11,634 $ 117,777 $ 4,560 $ — $ 133,971 Amounts payable to affiliate 44 987 5,449 — 6,480 Long-term debt 344,961 195,000 — — 539,961 Intercompany payables — 311,389 23,762 (335,151 ) — Other long-term liabilities 199 942 1,827 — 2,968 Total liabilities 356,838 626,095 35,598 (335,151 ) 683,380 Total partners' capital 550,281 562,290 17,303 (579,593 ) 550,281 Total liabilities and partners' capital $ 907,119 $ 1,188,385 $ 52,901 $ (914,744 ) $ 1,233,661 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) December 31, 2015 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 435,954 $ 42,956 $ (21,269 ) $ 457,641 Cost of revenues (excluding depreciation and amortization expense) — 280,479 31,450 (21,269 ) 290,660 Depreciation and amortization — 78,185 3,653 — 81,838 Impairments of long-lived assets — 11,797 — — 11,797 Selling, general and administrative expense 2,314 39,113 2,052 — 43,479 Goodwill impairment — 138,035 1,409 — 139,444 Interest expense, net 25,893 6,285 — — 32,178 Other expense, net 1,253 1,667 2,056 — 4,976 Equity in net (income) loss of subsidiaries 117,170 (1,086 ) — (116,084 ) — Income (loss) before income tax provision (146,630 ) (118,521 ) 2,336 116,084 (146,731 ) Provision (benefit) for income taxes — (1,351 ) 1,250 — (101 ) Net income (loss) (146,630 ) (117,170 ) 1,086 116,084 (146,630 ) Other comprehensive income (loss) (5,057 ) (5,057 ) (5,057 ) 10,114 (5,057 ) Comprehensive income (loss) $ (151,687 ) $ (122,227 ) $ (3,971 ) $ 126,198 $ (151,687 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) December 31, 2014 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 249,284 $ 49,172 $ (15,809 ) $ 282,647 Cost of revenues (excluding depreciation and amortization expense) — 152,940 37,536 (15,809 ) 174,667 Depreciation and amortization — 39,550 1,330 — 40,880 Impairments of long-lived assets — 278 — — 278 Selling, general and administrative expense 1,544 27,306 3,250 — 32,100 Interest expense, net 11,507 1,354 103 — 12,964 Other expense, net 502 7,477 3,693 — 11,672 Equity in net income of subsidiaries (24,811 ) (1,832 ) — 26,643 — Income before income tax provision 11,258 22,211 3,260 (26,643 ) 10,086 Provision (benefit) for income taxes — (2,600 ) 1,428 — (1,172 ) Net income 11,258 24,811 1,832 (26,643 ) 11,258 Other comprehensive income (loss) (3,749 ) (3,749 ) (3,749 ) 7,498 (3,749 ) Comprehensive income (loss) $ 7,509 $ 21,062 $ (1,917 ) $ (19,145 ) $ 7,509 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) December 31, 2013 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 89,936 $ 42,223 $ (10,858 ) $ 121,301 Cost of revenues (excluding depreciation and amortization expense) — 46,028 32,946 (10,858 ) 68,116 Depreciation and amortization — 12,936 1,413 — 14,349 Impairments of long-lived assets — 293 — — 293 Selling, general and administrative expense 1,459 12,514 3,494 — 17,467 Interest expense, net — 212 257 — 469 Other expense, net — 193 589 — 782 Equity in net income of subsidiaries (19,026 ) (1,993 ) — 21,019 — Income before income tax provision 17,567 19,753 3,524 (21,019 ) 19,825 Provision for income taxes — 727 1,531 — 2,258 Net income 17,567 19,026 1,993 (21,019 ) 17,567 Other comprehensive income (loss) (591 ) (591 ) (591 ) 1,182 (591 ) Comprehensive income $ 16,976 $ 18,435 $ 1,402 $ (19,837 ) $ 16,976 Condensed Consolidating Statement of Cash Flows December 31, 2015 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 84,351 $ 17,542 $ — $ 101,893 Investing activities: Purchases of property, plant, and equipment, net — (76,553 ) (18,719 ) — (95,272 ) Acquisition of CSI — — — — — Intercompany investment activity 68,360 — (68,360 ) — Advances and other investing activities (69 ) — (69 ) Net cash provided by (used in) investing activities 68,360 (76,622 ) (18,719 ) (68,360 ) (95,341 ) Financing activities: Proceeds from long-term debt — 63,000 — — 63,000 Payments of long-term debt — (23,000 ) — — (23,000 ) Proceeds from issuance of partnership common units, net of underwriters' discount — — — — — Distributions (68,360 ) — — — (68,360 ) Payment of financing costs — — — — — Intercompany contribution (distribution) — (68,360 ) — 68,360 — Intercompany loan activity — — — — — Contribution from general partner — — — — — Net cash provided by (used in) financing activities (68,360 ) (28,360 ) — 68,360 (28,360 ) Effect of exchange rate changes on cash — — (1,638 ) — (1,638 ) Increase (decrease) in cash and cash equivalents — (20,631 ) (2,815 ) — (23,446 ) Cash and cash equivalents at beginning of period — 23,343 10,723 — 34,066 Cash and cash equivalents at end of period $ — $ 2,712 $ 7,908 $ — $ 10,620 Condensed Consolidating Statement of Cash Flows December 31, 2014 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Net cash provided by (used in) operating activities $ 14,688 $ 22,767 $ 7,364 $ — $ 44,819 Investing activities: Purchases of property, plant, and equipment, net — (44,313 ) (3,824 ) — (48,137 ) Acquisition of CSI — (825,000 ) — — (825,000 ) Intercompany investment activity (367,512 ) (2,633 ) 370,145 — Advances and other investing activities — (805 ) — (805 ) Net cash provided by (used in) investing activities (367,512 ) (872,751 ) (3,824 ) 370,145 (873,942 ) Financing activities: Proceeds from long-term debt 344,961 257,897 — — 602,858 Payments of long-term debt — (93,584 ) — — (93,584 ) Proceeds from issuance of partnership common units, net of underwriters' discount 395,794 — — — 395,794 Distributions (36,687 ) — — — (36,687 ) Payment of financing costs (9,649 ) (12,837 ) — (22,486 ) Intercompany contribution (distribution) — 367,512 2,633 (370,145 ) — Intercompany loan activity (350,000 ) 350,000 — — — Contribution from general partner 8,405 — — — 8,405 Net cash provided by (used in) financing activities 352,824 868,988 2,633 (370,145 ) 854,300 Effect of exchange rate changes on cash — — (588 ) — (588 ) Increase (decrease) in cash and cash equivalents — 19,004 5,585 — 24,589 Cash and cash equivalents at beginning of period — 4,339 5,138 — 9,477 Cash and cash equivalents at end of period $ — $ 23,343 $ 10,723 $ — $ 34,066 Condensed Consolidating Statement of Cash Flows December 31, 2013 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 21,733 $ 7,402 $ — $ 29,135 Investing activities: Purchases of property, plant, and equipment, net — (19,263 ) (5,311 ) — (24,574 ) Intercompany investment activity 26,969 (26,969 ) Advances and other investing activities — — — — — Net cash provided by (used in) investing activities 26,969 (19,263 ) (5,311 ) (26,969 ) (24,574 ) Financing activities: Proceeds from long-term debt — 19,909 — — 19,909 Distributions (26,969 ) — — — (26,969 ) Payment of financing costs — (916 ) — (916 ) Intercompany contribution (distribution) — (26,969 ) — 26,969 — Intercompany loan activity — 291 (291 ) — — Net cash provided by (used in) financing activities (26,969 ) (7,685 ) (291 ) 26,969 (7,976 ) Effect of exchange rate changes on cash — — (74 ) — (74 ) Increase (decrease) in cash and cash equivalents — (5,215 ) 1,726 — (3,489 ) Cash and cash equivalents at beginning of period — 9,554 3,412 — 12,966 Cash and cash equivalents at end of period $ — $ 4,339 $ 5,138 $ — $ 9,477 |