Supplemental Guarantor Financial Information | SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION The $295.9 million and $350.0 million in aggregate principal amount of the 7.25% Senior Notes and 7.50% Senior Secured Notes, respectively, as of December 31, 2018 is fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several senior unsecured basis, by the following domestic restricted subsidiaries which are each a 100% owned subsidiary (each a "Guarantor Subsidiary" and collectively the "Guarantor Subsidiaries"): 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 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 December 31, 2018 (In Thousands) Issuers Guarantor Other Eliminations Consolidated ASSETS Current assets $ — $ 128,084 $ 23,663 $ — $ 151,747 Property, plant, and equipment, net — 614,982 26,337 — 641,319 Investments in subsidiaries 146,852 21,330 — (168,182 ) — Intangible and other assets, net — 31,874 1,804 — 33,678 Intercompany receivables 599,145 — — (599,145 ) — Total non-current assets 745,997 668,186 28,141 (767,327 ) 674,997 Total assets $ 745,997 $ 796,270 $ 51,804 $ (767,327 ) $ 826,744 LIABILITIES AND PARTNERS' CAPITAL Current liabilities $ 14,681 $ 72,985 $ 3,170 $ — $ 90,836 Amounts payable to affiliate — — 3,517 — 3,517 Long-term debt 633,013 — — — 633,013 Series A Preferred Units 30,900 — — — 30,900 Intercompany payables — 576,242 22,903 (599,145 ) — Other long-term liabilities — 191 884 — 1,075 Total liabilities 678,594 649,418 30,474 (599,145 ) 759,341 Total partners' capital 67,403 146,852 21,330 (168,182 ) 67,403 Total liabilities and partners' capital $ 745,997 $ 796,270 $ 51,804 $ (767,327 ) $ 826,744 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 affiliate — 1,475 1,559 — 3,034 Long-term debt 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 (Loss) December 31, 2018 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 416,846 $ 32,594 $ (10,777 ) $ 438,663 Cost of revenues (excluding depreciation and amortization expense) — 297,295 21,879 (10,777 ) 308,397 Depreciation and amortization — 67,003 3,497 — 70,500 Impairments and other charges — 681 — — 681 Insurance recoveries — — — — — Selling, general and administrative expense 639 36,810 2,151 — 39,600 Interest expense, net 49,512 3,073 — — 52,585 Series A Preferred FV Adjustment (838 ) — — — (838 ) Other expense, net — 3,989 (1,888 ) — 2,101 Equity in net (income) loss of subsidiaries (12,335 ) (5,781 ) — 18,116 — Income (loss) before income tax provision (36,978 ) 13,776 6,955 (18,116 ) (34,363 ) Provision (benefit) for income taxes — 1,441 1,174 — 2,615 Net income (loss) (36,978 ) 12,335 5,781 (18,116 ) (36,978 ) Other comprehensive income (loss) (3,597 ) (3,597 ) — 3,597 (3,597 ) Comprehensive income (loss) $ (40,575 ) $ 8,738 $ 5,781 $ (14,519 ) $ (40,575 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) December 31, 2017 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 273,649 $ 28,175 $ (6,258 ) $ 295,566 Cost of revenues (excluding depreciation and amortization expense) — 181,121 18,635 (6,258 ) 193,498 Depreciation and amortization — 65,920 3,220 — 69,140 Insurance recoveries — (2,352 ) — — (2,352 ) Selling, general and administrative expense 1,314 30,504 1,620 — 33,438 Interest expense, net 31,402 11,733 — — 43,135 Series A Preferred FV Adjustment (3,402 ) — — — (3,402 ) Other expense, net — 2,147 (2,363 ) — (216 ) Equity in net income of subsidiaries 11,145 (5,112 ) — (6,033 ) — Income (loss) before income tax provision (40,459 ) (10,312 ) 7,063 6,033 (37,675 ) Provision (benefit) for income taxes — 833 1,951 — 2,784 Net income (loss) (40,459 ) (11,145 ) 5,112 6,033 (40,459 ) Other comprehensive income (loss) (1,078 ) (1,078 ) — 1,078 (1,078 ) Comprehensive income (loss) $ (41,537 ) $ (12,223 ) $ 5,112 $ 7,111 $ (41,537 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) December 31, 2016 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Revenues $ — $ 283,846 $ 38,653 $ (11,136 ) $ 311,363 Cost of revenues (excluding depreciation and amortization expense) — 175,314 27,082 (11,136 ) 191,260 Depreciation and amortization — 69,327 2,796 — 72,123 Impairments and other charges — 10,154 69 — 10,223 Selling, general and administrative expense 3,969 30,574 1,679 — 36,222 Goodwill impairment — 91,575 759 — 92,334 Interest expense, net 24,667 13,388 — — 38,055 Series A Preferred FV Adjustment 5,036 — — — 5,036 Other expense, net 737 44 1,602 — 2,383 Equity in net income of subsidiaries 103,729 (3,798 ) — (99,931 ) — Income (loss) before income tax provision (138,138 ) (102,732 ) 4,666 99,931 (136,273 ) Provision (benefit) for income taxes — 997 868 — 1,865 Net income (loss) (138,138 ) (103,729 ) 3,798 99,931 (138,138 ) Other comprehensive income (loss) (2,018 ) (2,018 ) — 2,018 (2,018 ) Comprehensive income (loss) $ (140,156 ) $ (105,747 ) $ 3,798 $ 101,949 $ (140,156 ) Condensed Consolidating Statement of Cash Flows December 31, 2018 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 26,753 $ 3,368 $ — $ 30,121 Investing activities: Purchases of property, plant, and equipment, net — (98,508 ) (4,981 ) — (103,489 ) Advances and other investing activities — (1 ) — — (1 ) Net cash provided by (used in) investing activities — (98,509 ) (4,981 ) — (103,490 ) Financing activities: Proceeds from long-term debt 343,800 36,200 — — 380,000 Payments of long-term debt — (258,000 ) — — (258,000 ) Proceeds from issuance of Series A Preferred — — — Distributions (31,294 ) — — — (31,294 ) Intercompany contribution (distribution) (303,507 ) 303,507 — — — Financing costs and other (8,999 ) — — — (8,999 ) Net cash provided by (used in) financing activities — 81,707 — — 81,707 Effect of exchange rate changes on cash — — (81 ) — (81 ) Increase (decrease) in cash and cash equivalents — 9,951 (1,694 ) — 8,257 Cash and cash equivalents at beginning of period — 4,197 3,404 — 7,601 Cash and cash equivalents at end of period $ — $ 14,148 $ 1,710 $ — $ 15,858 Condensed Consolidating Statement of Cash Flows December 31, 2017 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 44,456 $ (5,388 ) $ — $ 39,068 Investing activities: Purchases of property, plant, and equipment, net — (25,499 ) 373 — (25,126 ) Insurance recoveries associated with damaged equipment — 2,352 — — 2,352 Advances and other investing activities — 21 — — 21 Net cash provided by (used in) investing activities — (23,126 ) 373 — (22,753 ) Financing activities: Proceeds from long-term debt — 80,900 — — 80,900 Payments of long-term debt — (74,900 ) — — (74,900 ) Proceeds from issuance of Series A Preferred (37 ) — — — (37 ) Distributions (33,068 ) — — — (33,068 ) Intercompany contribution (distribution) 33,187 (33,187 ) — — — Financing costs and other (82 ) (2,147 ) — — (2,229 ) Net cash provided by (used in) financing activities — (29,334 ) — — (29,334 ) Effect of exchange rate changes on cash — — (177 ) — (177 ) Increase (decrease) in cash and cash equivalents — (8,004 ) (5,192 ) — (13,196 ) Cash and cash equivalents at beginning of period — 12,201 8,596 — 20,797 Cash and cash equivalents at end of period $ — $ 4,197 $ 3,404 $ — $ 7,601 Condensed Consolidating Statement of Cash Flows December 31, 2016 (In Thousands) Issuers Guarantor Other Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 60,296 $ 1,148 $ — $ 61,444 Investing activities: Purchases of property, plant, and equipment, net — (10,895 ) 236 — (10,659 ) Advances and other investing activities (22 ) — (22 ) Net cash provided by (used in) investing activities — (10,917 ) 236 — (10,681 ) Financing activities: Proceeds from long-term debt — 109,000 — — 109,000 Payments of long-term debt (50,882 ) (122,000 ) — — (172,882 ) Proceeds from issuance of Series A Preferred 76,934 — — — 76,934 Distributions (51,254 ) — — — (51,254 ) Intercompany contribution (distribution) 25,202 (25,202 ) — — — Financing costs and other — (1,688 ) — — (1,688 ) Net cash provided by (used in) financing activities — (39,890 ) — — (39,890 ) Effect of exchange rate changes on cash — — (696 ) — (696 ) Increase (decrease) in cash and cash equivalents — 9,489 688 — 10,177 Cash and cash equivalents at beginning of period — 2,712 7,908 — 10,620 Cash and cash equivalents at end of period $ — $ 12,201 $ 8,596 $ — $ 20,797 |