Supplemental Guarantor Financial Information | SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION The $295.9 million and $350.0 million in aggregate principal amounts outstanding of the 7.25% Senior Notes and 7.50% Senior Secured Notes, respectively, as of June 30, 2018 are fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several senior unsecured basis, by the following domestic restricted subsidiaries (each a "Guarantor Subsidiary" and collectively the "Guarantor Subsidiaries"): 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 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 or the 7.50% Senior Secured 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 June 30, 2018 (In Thousands) Issuers Guarantor Other Eliminations Consolidated ASSETS Current assets $ — $ 162,535 $ 22,932 $ — $ 185,467 Property, plant, and equipment, net — 594,784 24,877 — 619,661 Investments in subsidiaries 148,632 18,556 — (167,188 ) — Intangible and other assets, net — 34,058 327 — 34,385 Intercompany receivables 625,289 — — (625,289 ) — Total non-current assets 773,921 647,398 25,204 (792,477 ) 654,046 Total assets $ 773,921 $ 809,933 $ 48,136 $ (792,477 ) $ 839,513 LIABILITIES AND PARTNERS' CAPITAL Current liabilities $ 16,123 $ 59,133 $ 2,313 $ — $ 77,569 Amounts payable to affiliates — 1,372 1,298 — 2,670 Long-term debt, net 632,492 — — — 632,492 Series A Preferred Units 52,200 — — — 52,200 Intercompany payables — 600,111 25,178 (625,289 ) — Other long-term liabilities — 685 791 — 1,476 Total liabilities 700,815 661,301 29,580 (625,289 ) 766,407 Total partners' capital 73,106 148,632 18,556 (167,188 ) 73,106 Total liabilities and partners' capital $ 773,921 $ 809,933 $ 48,136 $ (792,477 ) $ 839,513 Condensed Consolidating Balance Sheet December 31, 2017 (In Thousands) Issuers Guarantor Other Eliminations Consolidated ASSETS Current assets $ — $ 78,942 $ 23,205 $ — $ 102,147 Property, plant, and equipment, net — 581,092 25,387 — 606,479 Investments in subsidiaries 169,411 19,146 — (188,557 ) — Intangible and other assets, net — 33,688 618 — 34,306 Intercompany receivables 292,373 — — (292,373 ) — Total non-current assets 461,784 633,926 26,005 (480,930 ) 640,785 Total assets $ 461,784 $ 712,868 $ 49,210 $ (480,930 ) $ 742,932 LIABILITIES AND PARTNERS' CAPITAL Current liabilities $ 8,306 $ 49,639 $ 3,027 $ — $ 60,972 Amounts payable to affiliates — 1,475 1,559 — 3,034 Long-term debt, net 288,191 223,985 — — 512,176 Series A Preferred Units 70,260 — — — 70,260 Intercompany payables — 268,216 24,157 (292,373 ) — Other long-term liabilities — 142 1,321 — 1,463 Total liabilities 366,757 543,457 30,064 (292,373 ) 647,905 Total partners' capital 95,027 169,411 19,146 (188,557 ) 95,027 Total liabilities and partners' capital $ 461,784 $ 712,868 $ 49,210 $ (480,930 ) $ 742,932 Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended June 30, 2018 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 94,145 $ 8,080 $ (2,303 ) $ 99,922 Cost of revenues (excluding depreciation and amortization expense) — 64,531 5,280 (2,303 ) 67,508 Selling, general and administrative expense 496 9,723 630 — 10,849 Depreciation and amortization — 16,674 774 — 17,448 Insurance recoveries — — — — — Interest expense, net 14,042 (219 ) — — 13,823 Series A Preferred FV Adjustment (586 ) — — — (586 ) Other expense, net — (625 ) 247 — (378 ) Equity in net (income) loss of subsidiaries (4,360 ) (1,433 ) — 5,793 — Income before income tax provision (9,592 ) 5,494 1,149 (5,793 ) (8,742 ) Provision (benefit) for income taxes — 1,134 (284 ) — 850 Net income (loss) (9,592 ) 4,360 1,433 (5,793 ) (9,592 ) Other comprehensive income (loss) (2,873 ) (2,873 ) (2,873 ) 5,746 (2,873 ) Comprehensive income (loss) $ (12,465 ) $ 1,487 $ (1,440 ) $ (47 ) $ (12,465 ) Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended June 30, 2017 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 70,515 $ 6,321 $ (1,521 ) $ 75,315 Cost of revenues (excluding depreciation and amortization expense) — 47,668 4,438 (1,521 ) 50,585 Selling, general and administrative expense 941 6,902 387 — 8,230 Depreciation and amortization — 16,393 811 — 17,204 Interest expense, net 7,862 2,587 — — 10,449 Series A Preferred FV Adjustment (5,528 ) — — — (5,528 ) Other expense, net — 239 (98 ) — 141 Equity in net income of subsidiaries 3,097 (391 ) — (2,706 ) — Income (loss) before income tax provision (6,372 ) (2,883 ) 783 2,706 (5,766 ) Provision (benefit) for income taxes — 214 392 — 606 Net income (loss) (6,372 ) (3,097 ) 391 2,706 (6,372 ) Other comprehensive income (loss) (568 ) (568 ) (568 ) 1,136 (568 ) Comprehensive income (loss) $ (6,940 ) $ (3,665 ) $ (177 ) $ 3,842 $ (6,940 ) Condensed Consolidating Statement of Operations and Comprehensive Income Six Months Ended June 30, 2018 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 173,535 $ 15,466 $ (3,662 ) $ 185,339 Cost of revenues (excluding depreciation and amortization expense) — 118,820 10,336 (3,662 ) 125,494 Selling, general and administrative expense (108 ) 18,161 1,093 — 19,146 Depreciation and amortization — 33,318 1,497 — 34,815 Insurance recoveries — — — — — Interest expense, net 22,141 3,115 — — 25,256 Series A Preferred FV Adjustment 967 — — — 967 Other expense, net — 3,710 (884 ) — 2,826 Equity in net income of subsidiaries 2,329 (2,931 ) — 602 — Income before income tax provision (25,329 ) (658 ) 3,424 (602 ) (23,165 ) Provision for income taxes — 1,671 493 — 2,164 Net income (25,329 ) (2,329 ) 2,931 (602 ) (25,329 ) Other comprehensive income (loss) (3,522 ) (3,522 ) (3,522 ) 7,044 (3,522 ) Comprehensive income (loss) $ (28,851 ) $ (5,851 ) $ (591 ) $ 6,442 $ (28,851 ) Condensed Consolidating Statement of Operations and Comprehensive Income Six Months Ended June 30, 2017 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 131,098 $ 12,702 $ (2,933 ) $ 140,867 Cost of revenues (excluding depreciation and amortization expense) — 86,905 8,674 (2,933 ) 92,646 Selling, general and administrative expense 1,984 14,303 709 — 16,996 Depreciation and amortization — 32,917 1,582 — 34,499 Interest expense, net 15,849 4,983 — — 20,832 Series A Preferred FV Adjustment (3,663 ) — — — (3,663 ) Other expense, net — 602 (499 ) — 103 Equity in net income of subsidiaries 7,795 (1,028 ) — (6,767 ) — Income before income tax provision (21,965 ) (7,584 ) 2,236 6,767 (20,546 ) Provision (benefit) for income taxes — 211 1,208 — 1,419 Net income (21,965 ) (7,795 ) 1,028 6,767 (21,965 ) Other comprehensive income (loss) (318 ) (318 ) (318 ) 636 (318 ) Comprehensive income (loss) $ (22,283 ) $ (8,113 ) $ 710 $ 7,403 $ (22,283 ) Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ (10,424 ) $ 6,151 $ — $ (4,273 ) Investing activities: Purchases of property, plant, and equipment, net — (43,482 ) (3,780 ) — (47,262 ) Advances and other investing activities — 34 — — 34 Net cash provided by (used in) investing activities — (43,448 ) (3,780 ) — (47,228 ) Financing activities: Proceeds from long-term debt 343,800 36,200 — — 380,000 Payments of long-term debt — (258,000 ) — — (258,000 ) Distributions (14,928 ) — — — (14,928 ) Other Financing Activities (7,662 ) — — — (7,662 ) Intercompany contribution (distribution) (321,210 ) 321,210 — — Net cash provided by (used in) financing activities — 99,410 — — 99,410 Effect of exchange rate changes on cash — — 65 — 65 Increase (decrease) in cash and cash equivalents — 45,538 2,436 — 47,974 Cash and cash equivalents at beginning of period — 4,197 3,404 — 7,601 Cash and cash equivalents at end of period $ — $ 49,735 $ 5,840 $ — $ 55,575 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 15,735 $ (4,381 ) $ — $ 11,354 Investing activities: Purchases of property, plant, and equipment, net — (11,850 ) 373 — (11,477 ) Advances and other investing activities — 32 — 32 Net cash provided by (used in) investing activities — (11,818 ) 373 — (11,445 ) Financing activities: Proceeds from long-term debt — 42,500 — — 42,500 Payments of long-term debt — (37,300 ) — — (37,300 ) Distributions (19,391 ) — — — (19,391 ) Other financing activities (82 ) (1,266 ) — — (1,348 ) Intercompany contribution (distribution) 19,510 (19,510 ) — — — Net cash provided by (used in) financing activities — (15,576 ) — — (15,576 ) Effect of exchange rate changes on cash — — (110 ) — (110 ) Increase (decrease) in cash and cash equivalents — (11,659 ) (4,118 ) — (15,777 ) Cash and cash equivalents at beginning of period — 12,201 8,596 — 20,797 Cash and cash equivalents at end of period $ — $ 542 $ 4,478 $ — $ 5,020 |