Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35195 | |
Entity Registrant Name | CSI Compressco LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3450907 | |
Entity Address, Address Line One | 24955 Interstate 45 North | |
Entity Address, City or Town | The Woodlands, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77380 | |
City Area Code | 281 | |
Local Phone Number | 364-2244 | |
Title of 12(b) Security | COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS | |
Trading Symbol | CCLP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Stock Shares Outstanding | 138,391,700 | |
Entity Central Index Key | 0001449488 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Revenues | $ 71,294 | $ 72,258 | $ 206,762 | $ 230,463 |
Cost of revenues (excluding depreciation and amortization expense): | ||||
Cost of revenues | 42,396 | 41,768 | 117,241 | 131,036 |
Depreciation and amortization | 18,695 | 19,896 | 56,222 | 59,446 |
Impairments and other charges | 0 | 0 | 0 | 8,874 |
Insurance recoveries | 0 | 0 | 0 | (517) |
Selling, general, and administrative expense | 9,433 | 7,973 | 28,143 | 26,304 |
Interest expense, net | 13,951 | 13,886 | 41,781 | 40,635 |
Other (income) expense, net | 395 | (516) | 622 | 4,327 |
Loss before taxes and discontinued operations | (13,576) | (10,749) | (37,247) | (39,642) |
Provision for income taxes | 516 | 715 | 3,042 | 1,872 |
Loss from continuing operations | (14,092) | (11,464) | (40,289) | (41,514) |
Loss from discontinued operations, net of tax | (270) | (1,143) | (623) | (9,301) |
Net loss | (14,362) | (12,607) | (40,912) | (50,815) |
General partner interest in net loss | (199) | (177) | (569) | (714) |
Common units interest in net loss | $ (14,163) | $ (12,430) | $ (40,343) | $ (50,101) |
Basic and diluted net loss per common unit: | ||||
Loss from continuing operations per common unit, basic (in dollars per share) | $ (0.29) | $ (0.23) | $ (0.83) | $ (0.85) |
Loss from continuing operations per common unit, diluted (in dollars per share) | (0.29) | (0.23) | (0.83) | (0.85) |
Income (loss) from discontinued operations per common unit, basic (in dollars per share) | (0.01) | (0.02) | (0.01) | (0.20) |
Income (loss) from discontinued operations per common unit, diluted (in dollars per share) | (0.01) | (0.02) | (0.01) | (0.20) |
Net loss per common unit, basic (in dollars per share) | (0.30) | (0.25) | (0.84) | (1.05) |
Net loss per common unit, diluted (in dollars per share) | $ (0.30) | $ (0.25) | $ (0.84) | $ (1.05) |
Weighted average common units outstanding: | ||||
Basic (in shares) | 47,971,240 | 47,344,351 | 47,889,691 | 47,284,790 |
Diluted (in shares) | 47,971,240 | 47,344,351 | 47,889,691 | 47,284,790 |
Compression and related services | ||||
Revenues: | ||||
Revenues | $ 56,388 | $ 53,367 | $ 165,956 | $ 175,416 |
Cost of revenues (excluding depreciation and amortization expense): | ||||
Cost of revenues | 29,040 | 25,133 | 82,063 | 82,136 |
Aftermarket services | ||||
Revenues: | ||||
Revenues | 13,952 | 13,862 | 39,242 | 47,569 |
Cost of revenues (excluding depreciation and amortization expense): | ||||
Cost of revenues | 11,864 | 11,815 | 33,340 | 41,493 |
Equipment sales | ||||
Revenues: | ||||
Revenues | 954 | 5,029 | 1,564 | 7,478 |
Cost of revenues (excluding depreciation and amortization expense): | ||||
Cost of revenues | $ 1,492 | $ 4,820 | $ 1,838 | $ 7,407 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (14,362) | $ (12,607) | $ (40,912) | $ (50,815) |
Foreign currency translation adjustment, net of tax of $0 in 2021 and 2020 | (152) | 104 | (14) | (72) |
Comprehensive loss | $ (14,514) | $ (12,503) | $ (40,926) | $ (50,887) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||||||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 23,484 | $ 16,577 |
Trade accounts receivable, net of allowances for doubtful accounts of $862 as of September 30, 2021 and $1,333 as of December 31, 2020 | 48,182 | 43,837 |
Inventories | 31,894 | 31,188 |
Prepaid expenses and other current assets | 6,266 | 5,184 |
Current assets associated with discontinued operations | 7 | 39 |
Total current assets | 109,833 | 96,825 |
Property, plant, and equipment: | ||
Land and building | 13,266 | 13,259 |
Compressors and equipment | 989,386 | 975,375 |
Vehicles | 7,653 | 7,692 |
Construction in progress | 14,274 | 12,763 |
Total property, plant, and equipment | 1,024,579 | 1,009,089 |
Less accumulated depreciation | (504,094) | (457,688) |
Net property, plant, and equipment | 520,485 | 551,401 |
Other assets: | ||
Intangible assets, net of accumulated amortization of $32,932 as of September 30, 2021 and $30,711 as of December 31, 2020 | 22,836 | 25,057 |
Operating lease right-of-use assets | 27,136 | 32,637 |
Deferred tax asset | 10 | 10 |
Other assets | 3,423 | 4,036 |
Total other assets | 53,405 | 61,740 |
Total assets | 683,723 | 709,966 |
Current liabilities: | ||
Accounts payable | 23,923 | 19,766 |
Accrued liabilities and other | 48,484 | 36,070 |
Amounts payable to affiliates | 2,907 | 3,234 |
Current portion of long-term debt | 80,331 | 0 |
Current liabilities associated with discontinued operations | 140 | 345 |
Total current liabilities | 155,785 | 59,415 |
Other liabilities: | ||
Long-term debt, net | 560,874 | 638,631 |
Deferred tax liabilities | 2,624 | 1,478 |
Long-term affiliate payable | 11,107 | 0 |
Operating lease liabilities | 19,187 | 24,059 |
Other long-term liabilities | 555 | 11,716 |
Total other liabilities | 594,347 | 675,884 |
Commitments and contingencies | ||
Partners’ capital: | ||
General partner interest | (1,475) | (885) |
Common units (47,971,240 units issued and outstanding at September 30, 2021 and 47,352,291 units issued and outstanding at December 31, 2020) | (50,527) | (10,055) |
Accumulated other comprehensive loss | (14,407) | (14,393) |
Total partners’ capital | (66,409) | (25,333) |
Total liabilities and partners’ capital | $ 683,723 | $ 709,966 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Trade accounts receivable, allowances for doubtful accounts | $ 862 | $ 1,333 |
Intangible assets, accumulated amortization | $ 32,932 | $ 30,711 |
Partners’ capital: | ||
Common units issued (in shares) | 47,971,240 | 47,352,291 |
Common units outstanding (in shares) | 47,971,240 | 47,352,291 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) shares in Thousands, $ in Thousands | Total | General Partner | Common Unitholders | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2019 | $ 48,991 | $ 180 | $ 63,384 | $ (14,573) |
Beginning balance (in units) at Dec. 31, 2019 | 47,079 | |||
Partners' capital rollforward | ||||
Net loss | (13,630) | (192) | $ (13,438) | |
Distributions | (478) | (7) | (471) | |
Equity compensation, net | 229 | $ 229 | ||
Vesting of phantom units (in units) | 213 | |||
Translation adjustment, net of taxes | (353) | 0 | $ 0 | (353) |
Ending balance at Mar. 31, 2020 | 34,759 | (19) | $ 49,704 | (14,926) |
Ending balance (in units) at Mar. 31, 2020 | 47,292 | |||
Beginning balance at Dec. 31, 2019 | 48,991 | 180 | $ 63,384 | (14,573) |
Beginning balance (in units) at Dec. 31, 2019 | 47,079 | |||
Partners' capital rollforward | ||||
Net loss | (50,815) | |||
Translation adjustment, net of taxes | (72) | |||
Ending balance at Sep. 30, 2020 | (2,424) | (555) | $ 12,776 | (14,645) |
Ending balance (in units) at Sep. 30, 2020 | 47,344 | |||
Beginning balance at Mar. 31, 2020 | 34,759 | (19) | $ 49,704 | (14,926) |
Beginning balance (in units) at Mar. 31, 2020 | 47,292 | |||
Partners' capital rollforward | ||||
Net loss | (24,578) | (345) | $ (24,233) | |
Distributions | (480) | (7) | (473) | |
Equity compensation, net | 452 | $ 452 | ||
Vesting of phantom units (in units) | 52 | |||
Translation adjustment, net of taxes | 177 | 0 | $ 0 | 177 |
Ending balance at Jun. 30, 2020 | 10,330 | (371) | $ 25,450 | (14,749) |
Ending balance (in units) at Jun. 30, 2020 | 47,344 | |||
Partners' capital rollforward | ||||
Net loss | (12,607) | (177) | $ (12,430) | |
Distributions | (480) | (7) | (473) | |
Equity compensation, net | 229 | 229 | ||
Translation adjustment, net of taxes | 104 | 0 | 0 | 104 |
Ending balance at Sep. 30, 2020 | (2,424) | (555) | $ 12,776 | (14,645) |
Ending balance (in units) at Sep. 30, 2020 | 47,344 | |||
Beginning balance at Dec. 31, 2020 | (25,333) | (885) | $ (10,055) | (14,393) |
Beginning balance (in units) at Dec. 31, 2020 | 47,352 | |||
Partners' capital rollforward | ||||
Net loss | (14,465) | (202) | $ (14,263) | 0 |
Distributions | (484) | (7) | (477) | 0 |
Equity compensation, net | 474 | 0 | $ 474 | 0 |
Vesting of phantom units (in units) | 619 | |||
Translation adjustment, net of taxes | 57 | 0 | $ 0 | 57 |
Acquisition of affiliate from TETRA | (141) | (141) | ||
Ending balance at Mar. 31, 2021 | (39,892) | (1,094) | $ (24,462) | (14,336) |
Ending balance (in units) at Mar. 31, 2021 | 47,971 | |||
Beginning balance at Dec. 31, 2020 | (25,333) | (885) | $ (10,055) | (14,393) |
Beginning balance (in units) at Dec. 31, 2020 | 47,352 | |||
Partners' capital rollforward | ||||
Net loss | (40,912) | |||
Translation adjustment, net of taxes | (14) | |||
Ending balance at Sep. 30, 2021 | (66,409) | (1,475) | $ (50,527) | (14,407) |
Ending balance (in units) at Sep. 30, 2021 | 47,971 | |||
Beginning balance at Mar. 31, 2021 | (39,892) | (1,094) | $ (24,462) | (14,336) |
Beginning balance (in units) at Mar. 31, 2021 | 47,971 | |||
Partners' capital rollforward | ||||
Net loss | (12,085) | (168) | $ (11,917) | 0 |
Distributions | (487) | (7) | (480) | 0 |
Equity compensation, net | 475 | 0 | $ 475 | 0 |
Vesting of phantom units (in units) | 0 | |||
Translation adjustment, net of taxes | 81 | 0 | $ 0 | 81 |
Ending balance at Jun. 30, 2021 | (51,908) | (1,269) | $ (36,384) | (14,255) |
Ending balance (in units) at Jun. 30, 2021 | 47,971 | |||
Partners' capital rollforward | ||||
Net loss | (14,362) | (199) | $ (14,163) | 0 |
Distributions | (486) | (7) | (479) | 0 |
Equity compensation, net | 499 | 0 | $ 499 | 0 |
Vesting of phantom units (in units) | 0 | |||
Translation adjustment, net of taxes | (152) | 0 | $ 0 | (152) |
Ending balance at Sep. 30, 2021 | $ (66,409) | $ (1,475) | $ (50,527) | $ (14,407) |
Ending balance (in units) at Sep. 30, 2021 | 47,971 |
Consolidated Statements of Pa_2
Consolidated Statements of Partners' Capital (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Statement of Partners' Capital [Abstract] | ||||||
Distributions (in USD per units) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (40,912) | $ (50,815) |
Reconciliation of net loss to cash provided by operating activities: | ||
Depreciation and amortization | 56,222 | 59,972 |
Impairments and other charges | 0 | 14,348 |
Provision for deferred income taxes | 1,182 | 587 |
Insurance recoveries associated with damaged equipment | 0 | (517) |
Equity compensation expense | 1,807 | 1,044 |
Provision for doubtful accounts | 59 | 1,053 |
Amortization of deferred financing costs | 428 | 2,039 |
Equipment received in lieu of cash | 0 | 725 |
Debt exchange expenses | 0 | 4,777 |
Other non-cash charges and credits | (199) | (491) |
Gain on sale of property, plant, and equipment | (109) | (1,676) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,311) | 6,541 |
Inventories | (5,673) | 11,806 |
Prepaid expenses and other current assets | (1,229) | (2,253) |
Accounts payable and accrued expenses | 15,920 | (32,959) |
Other | (373) | (452) |
Net cash provided by (used in) operating activities | 22,812 | 13,729 |
Investing activities: | ||
Purchases of property, plant, and equipment, net | (17,253) | (10,789) |
Proceeds from sale of property, plant, and equipment | 438 | 21,731 |
Insurance recoveries associated with damaged equipment | 0 | 517 |
Acquisition of affiliate from TETRA, net of cash acquired | 420 | 0 |
Advances and other investing activities | (112) | 0 |
Net cash used in investing activities | (16,507) | 11,459 |
Financing activities: | ||
Proceeds from long-term debt | 4,915 | 337,549 |
Payments of long-term debt | (2,154) | (341,154) |
Distributions | (1,457) | (1,438) |
Other financing activities | (159) | (3,563) |
Payments to affiliate | (545) | (2,261) |
Net cash used in financing activities | 600 | (10,867) |
Effect of exchange rate changes on cash | 2 | 8 |
Increase (decrease) in cash and cash equivalents and restricted cash | 6,907 | 14,329 |
Cash and cash equivalents at beginning of period | 16,577 | 2,370 |
Cash and cash equivalents and restricted cash at end of period | 23,484 | 16,699 |
Supplemental cash flow information: | ||
Interest paid | 26,550 | 32,070 |
Income taxes paid | 2,536 | 2,428 |
Decrease (increase) in accrued capital expenditures | (1,050) | 1,166 |
Paid-in-kind interest | $ 2,750 | $ 0 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation, and Significant Accounting Policies | ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES Organization CSI Compressco LP, a Delaware limited partnership, is a provider of compression services and equipment for natural gas and oil production, gathering, artificial lift, transmission, processing, and storage. We also provide aftermarket services and compressor package parts and components manufactured by third-party suppliers. We provide compression services and equipment to a broad base of natural gas and oil exploration and production, midstream, and transmission companies operating throughout many of the onshore producing regions of the United States as well as in a number of international locations, including the countries of Mexico, Canada, and Argentina. Previously, our equipment sales business included our new unit sales business that consisted of the fabrication and sale of new standard and custom-designed, engineered compressor packages fabricated primarily at our facility in Midland, Texas that were used to provide compression services or sold to our customers. In the fourth quarter of 2020, we fully exited the new unit sales business and we have reflected these operations as discontinued operations for all periods presented. See Note 2 – “Discontinued Operations.” Used equipment sales revenue continues to be included in equipment sales revenue. Unless the context requires otherwise, when we refer to “the Partnership,” “we,” “us,” and “our,” we are describing CSI Compressco LP and its wholly owned subsidiaries. Presentation Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. In the opinion of our management, our unaudited consolidated financial statements as of September 30, 2021, and for the three and nine-month periods ended September 30, 2021 and 2020, include all normal recurring adjustments that are necessary to provide a fair statement of our results for these interim periods. Operating results for the three and nine-month period ended September 30, 2021 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2021. 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 U.S. Securities and Exchange Commission (“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2020 and notes thereto included in our Annual Report on Form 10-K , which we filed with the SEC on March 4, 2021. Going Concern Assessment On August 15, 2022, our 7.25% Senior Notes mature. These Senior Notes had $80.3 million outstanding net of unamortized discounts and unamortized deferred financing costs as of September 30, 2021. As the maturity date of these notes is within 12 months after the date these financial statements were issued, the amount due was included in our going concern assessment. To address this maturity, on November 10, 2021, CSI Compressco, along with its General Partner, closed a series of transactions that enable the Partnership to redeem the Senior Notes. The transactions included (i) the acquisition of certain Spartan entities in exchange for 48.4 million common units and the assumption of approximately $32.5 million in debt as consideration; (ii) private placements of common unit issuance raising approximately $57 million; (iii) issuance of additional secured debt of $10 million; (iv) purchase of compressor units from the Partnership by the acquired entities of Spartan in an intercompany transaction for $24 million; and (v) issued notice of the redemption of the Senior Notes. See Note 11 - “Subsequent Events” for further details related to these transactions. Segments Our General Partner has concluded that we operate in one business segment. Significant Accounting Policies Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K . There have been no significant changes in our accounting policies or the application thereof during the three and nine months ended September 30, 2021. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material. Reclassifications Certain previously reported financial information has been reclassified to present our new unit sales business as discontinued operations. See Note 2 – “Discontinued Operations” for further information. In addition, certain previously reported financial information has been reclassified to conform to the current year’s presentation. Other than the discontinued operations presentation, the impact of reclassifications was not significant to the prior year's overall presentation. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. Cash Equivalents We consider all highly liquid cash investments with maturities of three months or less when purchased to be cash equivalents. Foreign Currencies 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 our international operations. Foreign currency exchange (gains) and losses are included in other (income) expense, net and totaled $0.3 million and $0.2 million during the three and nine-month periods ended September 30, 2021, respectively, and $(0.4) million and $1.0 million during the three and nine- month periods ended September 30, 2020 , respectively. Inventories Inventories consist primarily of compressor package parts and supplies and work in process and are stated at the lower of cost or net realizable value. For parts and supplies, cost is determined using the weighted average cost method. The cost of work in progress is determined using the specific identification method. Impairments and Other Charges Impairments of long-lived assets, including identified intangible assets, are determined periodically, when indicators of impairment are present. If such indicators are present, the determination of the amount of impairment is based on our judgments as to the future undiscounted operating cash flows to be generated from the relevant assets throughout their remaining estimated useful lives. If these undiscounted cash flows are less than the carrying amount of the related asset, an impairment is recognized for the excess of the carrying value over its fair value. Fair value of intangible assets is generally determined using the discounted present value of future cash flows using discount rates commensurate with the risks inherent with the specific assets. Assets held for disposal are recorded at the lower of carrying value or estimated fair value less estimated selling costs. There were no impairments attributed to continuing operations recorded during the three and nine-month periods ended September 30, 2021. See Note 4 - "Impairments and Other Charges" for additional discussion of recorded impairments during the three and nine-month periods ended September 30, 2020. Income Taxes Our operations are not subject to U.S. federal income tax other than the operations that are conducted through taxable subsidiaries. We incur state and local income taxes in certain areas of the U.S. in which we conduct business. We incur income taxes and are subject to withholding requirements related to certain of our operations in Latin America, Canada, and other foreign countries in which we operate. Furthermore, we also incur Texas Margin Tax, which, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, is classified as an income tax for reporting purposes. A portion of the carrying value of certain deferred tax assets is subject to a valuation allowance. Earnings Per Common Unit Our computations of earnings per common unit are based on the weighted average number of common units outstanding during the applicable period. Basic earnings per common unit are determined by dividing net income (loss) allocated to the common units 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 units during the period. When computing earnings per common unit under the two class method in periods when distributions are greater than earnings, the amount of the distribution is deducted from net income (loss) and the excess of distributions over earnings is allocated between the General Partner and common units based on how our Partnership Agreement allocates net losses. Diluted earnings per common unit are computed using the treasury stock method, which considers the potential future issuance of limited partner common units. Unvested phantom units are not included in basic earnings per common unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per common unit. For the three and nine-month periods ended September 30, 2021 and September 30, 2020, all unvested phantom units were excluded from the calculation of diluted common units because the impact was anti-dilutive. Fair Value Measurements We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements were utilized in the determination of the carrying value of our Series A Preferred Units (a Level 3 fair value measurement). We also utilize fair value measurements on a recurring basis in the accounting for our foreign currency forward purchase and sale derivative contracts. For these fair value measurements, we utilize the quoted value (a Level 2 fair value measurement). Refer to Note 8 – “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis, such as in the allocation of purchase consideration for acquisition transactions to the assets and liabilities acquired, including intangible assets (a Level 3 fair value measurement) and for the impairment of long-lived assets (a Level 3 fair value measurement). Distributions On January 19, 2021, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended December 31, 2020 of $0.01 per outstanding common unit. This distribution equates to a distribution of $0.04 per outstanding common unit on an annualized basis. This distribution was paid on February 12, 2021, to each of the holders of common units of record as of the close of business on January 29, 2021. On April 19, 2021, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended March 31, 2021 of 0.01 per outstanding common unit. This distribution equates to a distribution of 0.04 per outstanding common unit on an annualized basis. This distribution was paid on May 14, 2021 to each of the holders of common units of record as of the close of business on April 30, 2021. On July 19, 2021, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended June 30, 2021 of $0.01 per outstanding common unit. This distribution equates to a distribution of $0.04 per outstanding common unit on an annualized basis. This distribution was paid on August 13, 2021 to each of the holders of common units of record as of the close of business on July 30, 2021. New Accounting Pronouncements Standards adopted in 2021 In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions related to intraperiod tax allocation, interim period income tax calculation methodology, and the recognition of deferred tax liabilities for outside basis differences. It also simplifies certain aspects of accounting for franchise taxes and clarifies the accounting for transactions that results in a step-up in the tax basis of goodwill. On January 1, 2021, we adopted ASU 2019-12. The adoption of this standard did not have a material impact on our consolidated financial statements. Standards not yet adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses on financial instruments not accounted for at fair value through net income. The provisions require credit impairments to be measured over the contractual life of an asset and developed with consideration for past events, current conditions, and forecasts of future economic information. Credit impairments will be accounted for as an allowance for credit losses deducted from the amortized cost basis at each reporting date. Updates at each reporting date after initial adoption will be recorded through selling, general, and administrative expense. ASU 2016-13 will be effective for us in the first quarter of 2023. We continue to assess the potential effects of these changes to our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments were effective for all entities as of March 12, 2020 through December 31, 2022. Entities may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. As of September 30, 2021, we have not modified our credit agreements to remove references to LIBOR. We are currently evaluating the impact of the provisions of ASU 2020-04 on our consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONSOn July 2, 2020, we completed the sale of our Midland manufacturing facility. The Midland facility was used to design, fabricate and assemble new standard and customized compressor packages for our new unit sales business. In connection with the Midland manufacturing facility sale, we entered into an agreement with the buyer to continue to operate a portion of the facility, which allowed us to close out the remaining backlog for the new unit sales business and to continue to operate our aftermarket services business at that location for an interim period. Following completion of the last unit in October 2020, we ceased fabricating new compressor packages for sales to third parties or for our own service fleet. The operations associated with the new unit sales business were previously reported in equipment sales revenues and are now reflected as discontinued operations in our financial statements for all periods presented. Used equipment sales revenue continues to be included in equipment sales revenue. A summary of financial information related to our discontinued operations for the new unit sales business is as follows: Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Income (Loss) from Discontinued Operations (in thousands) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue $ — $ 6,900 $ — $ 35,387 Cost of revenues 268 7,645 277 36,173 Depreciation, amortization, and accretion — 51 — 526 Impairments of long-lived assets — — — 5,474 General and administrative expense 2 1,177 346 3,274 Other (income) expense, net — (810) — (810) Total pretax loss from discontinued operations (270) (1,163) (623) (9,250) Income tax provision — (20) — 51 Total loss from discontinued operations $ (270) $ (1,143) $ (623) $ (9,301) Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position (in thousands) September 30, 2021 December 31, 2020 Carrying amounts of major classes of assets included as part of discontinued operations Inventories $ 7 $ 32 Other Current Assets — 7 Current assets of discontinued operations $ 7 $ 39 Carrying amounts of major classes of liabilities included as part of discontinued operations Accrued liabilities $ 140 $ 345 Current liabilities of discontinued operations $ 140 $ 345 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS As of September 30, 2021 , we had $69.6 million of remaining contractual performance obligations for compression services. As a practical expedient, thi s amount does not include revenue for compression service contracts whose original expected duration is less than twelve months an d does not consider the effects of the time value of money . Expected revenue to be recognized in the future as of September 30, 2021 for completion of performance obligations of compression service contracts are as follows: 2021 2022 2023 2024 Thereafter Total (In Thousands) Compression service contracts remaining performance obligations $ 19,291 $ 43,011 $ 7,197 $ 99 $ — $ 69,598 Our contract asset balances included in trade accounts receivable in our consolidated balance sheets, primarily associated with revenue accruals prior to invoicing, were $10.2 million and $6.8 million as of September 30, 2021 and December 31, 2020, respectively. The following table reflects the changes in unearned income in our consolidated balance sheets for the periods indicated: Nine Months Ended 2021 2020 (In Thousands) Unearned income, beginning of period $ 269 $ 283 Additional unearned income 1,788 11,182 Revenue recognized (1,486) (6,236) Unearned income, end of period $ 571 $ 5,229 Unearned income is included in accrued liabilities and other on the consolidated balance sheets. As of September 30, 2021 and December 31, 2020, contract costs were immaterial. Disaggregated revenue from contracts with customers by geography is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (In Thousands) Compression and related services United States $ 47,320 $ 46,012 $ 139,940 $ 152,320 International 9,068 7,355 26,016 23,096 56,388 53,367 165,956 175,416 Aftermarket services United States 13,609 13,564 37,873 46,276 International 343 298 1,369 1,293 13,952 13,862 39,242 47,569 Equipment sales United States 897 5,001 1,482 6,677 International 57 28 82 801 954 5,029 1,564 7,478 Total Revenue United States 61,826 64,577 179,295 205,273 International 9,468 7,681 27,467 25,190 $ 71,294 $ 72,258 $ 206,762 $ 230,463 |
Impairments and Other Charges
Impairments and Other Charges | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Impairments and Other Charges | IMPAIRMENTS AND OTHER CHARGESDuring the second quarter of 2020, primarily as a result of continued negative impacts on our compression fleet associated with the COVID-19 pandemic and declines in oil and gas prices, we recorded impairments and other charges of approximately $9.0 million associated with non-core used compressor equipment that we had held for sale, the low horsepower class of our compression fleet, and field inventory for compression and related services. Fair value used to determine impairments was estimated based on a market approach. There were no such impairments in 2021. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Components of inventories as of September 30, 2021 and December 31, 2020, are as follows: September 30, 2021 December 31, 2020 (In Thousands) Parts and supplies $ 29,695 $ 28,483 Work in progress 2,199 2,705 Total inventories $ 31,894 $ 31,188 Inventories |
Long-Term Debt and Other Borrow
Long-Term Debt and Other Borrowings | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Borrowings | LONG-TERM DEBT AND OTHER BORROWINGS Long-term debt consists of the following: Scheduled Maturity September 30, 2021 December 31, 2020 (In Thousands) Credit Agreement (1) June 29, 2023 $ — $ — 7.25% Senior Notes (2) August 15, 2022 80,331 80,001 7.50% First Lien Notes (3) April 2025 399,354 399,655 10.00%/10.75% Second Lien Notes (4) April 2026 161,520 158,975 Total long-term debt $ 641,205 $ 638,631 Less current portion (80,331) — Total long-term debt $ 560,874 $ 638,631 (1) Because there was no outstanding balance on the Credit Agreement, associated deferred financing costs of $0.6 million as of December 31, 2020 were classified as other long-term assets on the accompanying consolidated balance sheet. (2) Net of the unamortized discount of $0.2 million as of September 30, 2021 and $0.3 million as of December 31, 2020 and unamortized deferred financing costs of $0.2 million as of September 30, 2021 and $0.4 million as of December 31, 2020. (3) Net of the unamortized deferred financing costs of $4.6 million as of September 30, 2021 and $5.2 million as of December 31, 2020, net of the unamortized discount of $0.2 million as of September 30, 2021 and $0.2 million as of December 31, 2020, and net of deferred restructuring gain of $4.2 million as of September 30, 2021 and $5.0 million as of December 31, 2020. (4) Net of the unamortized discount of $0.6 million as of September 30, 2021 and $0.7 million as of December 31, 2020, and net of unamortized deferred financing costs of $1.0 million as of September 30, 2021 and $1.2 million as of December 31, 2020, and net of deferred restructuring gain of $3.3 million as of September 30, 2021 and $3.7 million as of December 31, 2020. Our Credit Agreement and Senior Note agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. We are in compliance with all covenants of our credit and senior note agreements as of September 30, 2021. See Note 7 – “Related Party Transactions,” for a discussion of our amounts payable to affiliates and long-term affiliate payable to Spartan Energy Partners LP (“Spartan”). Credit Agreement In June 2020, the Partnership amended the Loan and Security Agreement dated June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provides for maximum revolving credit commitments of $35.0 million and includes a $5.0 million reserve, which results in reduced borrowing availability. The Credit Agreement includes a $25.0 million sublimit for letters of credit. Additionally, on January 29, 2021, the Partnership further amended the Credit Agreement to temporarily increase the size of the reserve to $10.0 million and also required that Spartan backstop all of the Partnership’s outstanding letters of credit. These temporary restrictions expired on April 30, 2021. On April 30, 2021, the required reserve on our Credit Agreement was reduced to $5.0 million and Spartan’s backstop for the Partnership’s outstanding letters of credits was released. As of September 30, 2021, we had no balance outstanding under the Credit Agreement and $2.1 million of letters of credit against our Credit Agreement. Subject to compliance with the covenants, borrowing base, and other provisions of the agreements that may limit borrowings under the Credit Agreement, we had availability of $11.2 million as of September 30, 2021. Borrowings under the credit facility are subject to the applicable margin related to (i) LIBOR Rate Loans (as defined in the Credit Agreement) between 3.00% and 3.50% and (ii) Base Rate Loans (as defined in the Credit Agreement) between 2.00% and 2.50%. The commitment fee in respect of the unutilized commitments under the Credit Agreement is 0.50%. Notes We may from time to time seek to retire or purchase certain amounts of our outstanding senior notes through cash purchases, in open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. 7.25% Senior Notes due 2022 As of September 30, 2021, our 7.25% Senior Notes due 2022 (the “Senior Notes”) had $80.3 million outstanding net of unamortized discounts and unamortized deferred financing costs. Interest on these notes is payable on February 15 and August 15 of each year. The Senior Notes are unsecured obligations, and are guaranteed on an unsecured basis by the Partnership’s subsidiaries that guarantee the Credit Agreement. Our Senior Notes are jointly and severally, and fully and unconditionally, guaranteed by each of the Partnership’s domestic restricted subsidiaries (other than CSI Compressco Finance Inc. “Finance Corp”) that guarantee the Partnership’s other indebtedness (collectively, the "Guarantor Subsidiaries”). The Senior Notes indenture includes customary provisions for the release of the guarantees by the Guarantor Subsidiaries upon the occurrence of certain allowed events including the release of a guarantor under our revolving credit facility. 7.50% First Lien Notes due 2025 As of September 30, 2021, our First Lien Notes had $399.4 million outstanding net of unamortized discounts, unamortized deferred financing costs and deferred restructuring gains. Interest on these notes is payable on April 1 and October 1 of each year. The First Lien Notes are secured by a first-priority security interest in substantially all of the Partnership’s and its subsidiaries assets, subject to certain permitted encumbrances and exceptions, and are guaranteed on a senior secured basis by each of the Partnership’s U.S. restricted subsidiaries (other than Finance Corp, certain immaterial subsidiaries and certain other excluded U.S. subsidiaries). 10.000%/10.750% Second Lien Notes due 2026 As of September 30, 2021, our Second Lien Notes had $161.5 million outstanding, net of unamortized discounts, unamortized deferred financing costs and deferred restructuring gains. Interest on the Second Lien Notes is payable on April 1 and October 1 of each year. The Second Lien Notes are secured by a second-priority security interest in substantially all of the Partnership’s and its subsidiaries assets, subject to certain permitted encumbrances and exceptions, and are guaranteed on a senior secured basis by each of the Partnership’s U.S. restricted subsidiaries (other than Finance Corp and certain other excluded U.S. subsidiaries). In connection with the payment of PIK Interest (as defined below), if any, in respect of the Second Lien Notes, the issuers will be entitled to increase the outstanding aggregate principal amount of the Second Lien Notes or issue additional notes (“PIK notes”) under the Second Lien Notes indenture on the same terms and conditions as the already outstanding Second Lien Notes. Interest will accrue at (1) the annual rate of 7.250% payable in cash, plus (2) at the election of the Issuers (made by delivering a notice to the Second Lien Trustee not less than five business days prior to the record date), the annual rate of (i) 2.750% payable in cash (together with the annual rate set forth in clause (1), the “Cash Interest Rate”) or (ii) 3.500% payable by increasing the principal amount of the outstanding Second Lien Notes or by issuing additional PIK notes, in each case rounding up to the nearest $1.00 (such increased principal amount or additional PIK notes, the “PIK Interest”). The indentures governing our First Lien Notes and Second Lien Notes contain customary covenants restricting our ability and the ability of our restricted subsidiaries to: (i) pay distributions on, purchase, or redeem our common units, make certain investments and other restricted payments, or purchase or redeem any subordinated debt; (ii) incur or guarantee additional indebtedness or issue certain kinds of preferred equity securities; (iii) create or incur certain liens securing indebtedness; (iv) sell assets, including dispositions of the collateral securing our First Lien Notes and Second Lien Notes; (v) consolidate, merge, or transfer all or substantially all of our assets; (vi) enter into transactions with affiliates; and (vii) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us. Our Second Lien Notes indenture further restricts our ability to make distributions in respect of our common units in any amount exceeding $0.04 per common unit per year, unless such increased distribution is funded by proceeds from an equity offering. These covenants are subject to a number of important limitations and exceptions, including certain provisions permitting us, subject to the satisfaction of certain conditions, to transfer assets to certain of our unrestricted subsidiaries. The indentures also contain customary events of default and acceleration provisions relating to events of default, which provide that upon an event of default under the indentures, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding First Lien Notes and Second Lien Notes may declare all of the First Lien Notes and Second Lien Notes to be due and payable immediately. During the fourth quarter of 2020 and the second quarter of 2021, the Partnership elected to increase the principal amount outstanding through the issuance of PIK notes. As of September 30, 2021, our principal amount outstanding included $4.4 million of PIK notes. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS On January 29, 2021, Spartan acquired from TETRA the Partnership’s General Partner, IDRs and 10.95 million common units in the Partnership (the “GP Sale”). The Partnership did not issue any common units or incur any debt as a result of the transaction. TETRA retained 5.2 million common units of the Partnership. Omnibus Agreement Under the terms of the Omnibus Agreement, our General Partner provided all personnel and services reasonably necessary to manage our operations and conduct our business (other than in Mexico, Canada, and Argentina), and certain of TETRA’s Latin American-based subsidiaries provided personnel and services necessary for the conduct of certain of our Latin American-based businesses. In addition, under the Omnibus Agreement, TETRA provided certain corporate and general and administrative services as requested by our General Partner, including, without limitation, legal, accounting and financial reporting, treasury, insurance administration, claims processing and risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal audit, and tax services. Pursuant to the Omnibus Agreement, we reimbursed our General Partner and TETRA for services they provide to us. Upon the closing of the GP Sale, the Omnibus Agreement terminated in accordance with its terms. Beginning in February 2021, we reimburse our General Partner under the terms of our partnership agreement for any expenses and expenditures incurred or payments made on our behalf, including, operating expenses related to our operations and for the provision of various general and administrative services for our benefit. Transition Services Agreement TETRA will continue to provide back-office support to the Partnership under a Transition Services Agreement for a period of time until the Partnership has completed a full separation from TETRA’s back-office support functions. Spartan and General Partner Ownership As of September 30, 2021, Spartan’s ownership interest in us was approximately 23%, with the common units held by the public representing an approximate 65% interest in us. Other Sources of Financing In February 2019, we entered into a transaction with TETRA whereby TETRA agreed to fund the construction of and purchase from us of up to $15.0 million of new compression services equipment and to subsequently lease the equipment back to us in exchange for a monthly rental fee. As of November 30, 2020, pursuant to this arrangement, $14.8 million had been funded by TETRA for the construction of new compressor services equipment and all compression units were completed and deployed under this agreement. In December 2020, TETRA sold these compressors and assigned the corresponding leases to Spartan. As of September 30, 2021, the financing obligation owed to Spartan was $9.8 million and is included in amounts payable to affiliates and long-term affiliate payable in our consolidated balance sheet as of September 30, 2021. The balances were included in accrued liabilities and other and other long-term liabilities in our consolidated balance sheet as of December 31, 2020. Imputed interest expense recognized for the three and nine-month period ended September 30, 2021 was $0.6 million and $1.7 million, resp ectively . Mexico Payroll Affiliate In January 2021, the Partnership entered into an agreement to purchase a TETRA-owned entity, which administers payroll in Mexico, for consideration of approximately $0.4 million. The difference between the fair value of the affiliate and TETRA’s historic carrying value of the affiliates’ net assets was recorded as a capital distribution. The associated liability was paid in April 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTSFair value is defined by ASC Topic 820 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. Under U.S. GAAP, 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. Financial Instruments Derivative Contracts We have currency exchange rate risk exposure related to transactions denominated in a foreign currency as well as to investments in certain of our international operations. We enter into 30-day foreign currency forward derivative contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries. As of September 30, 2021, we had the following foreign currency derivative contract outstanding relating to a portion of our foreign operations: Derivative contracts US Dollar Notional Amount Traded Exchange Rate Settlement Date (In Thousands) Forward sale Mexican peso $ 5,934 20.14 October 4, 2021 Under a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries, we may enter into similar derivative contracts from time to time. Although contracts pursuant to this program will serve as economic hedges of the cash flow of our currency exchange risk exposure, they will not be formally designated as hedge contracts or qualify for hedge accounting treatment. Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period. The fair values of our foreign currency derivative contracts are based on quoted market values (a Level 2 fair value measurement). None of our foreign currency derivative instruments contains credit risk related contingent features that would require us to post assets or collateral for contracts that are classified as liabilities. During the three and nine-month periods ended September 30, 2021, we recognized $(0.04) million and $0.1 million, respectively, of net (gains) losses associated with our foreign currency derivatives program. During the three and nine-month periods ended September 30, 2020, we recognized $0.3 million and $(0.8) million, respectively, of net (gains) losses associated with our foreign currency derivatives programs. These amounts are included in other (income) expense, net, in the accompanying consolidated statement of operations. Fair Value of Debt The fair value of our debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of our fixed rate long-term debt is estimated based on recent trades for these notes. The carrying and fair value of our debt, excluding unamortized debt issuance costs, are as follows (in thousands): September 30, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value (In Thousands) 7.25% Senior Notes $ 80,722 $ 79,915 $ 80,722 $ 67,274 7.50% First Lien Notes 400,000 396,000 400,000 369,680 10.00%/10.75% Second Lien Notes 159,919 146,726 157,162 114,728 $ 640,641 $ 622,641 $ 637,884 $ 551,682 Other |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES As a partnership, we are generally not subject to income taxes at the entity level because our income is included in the tax returns of our partners. Our operations are treated as a partnership for federal tax purposes with each partner being separately taxed on its share of taxable income. However, a portion of our business is conducted through taxable U.S. corporate subsidiaries. Accordingly, a U.S. federal and state income tax provision has been reflected in the accompanying statements of operations. Certain of our operations are located outside of the U.S., and the Partnership, through its foreign subsidiaries, is responsible for income taxes in these countries. Our effective tax rate for the nine-month period ended September 30, 2021, was negative 8.2% primarily attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes combined with losses generated in entities for which no related tax benefit has been recorded. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. While the outcome of any lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse effect on our financial condition, results of operations, |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 15, 2021, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended September 30, 2021 of $0.01 per outstanding common unit. This distribution equates to a distribution of $0.04 per outstanding common unit on an annualized basis. This distribution will be paid on November 12, 2021 to each of the holders of common units of record as of the close of business on October 25, 2021. On November 10, 2021, CSI Compressco, along with its General Partner, closed a series of transactions that enable the Partnership to redeem the outstanding 7.25% Senior Notes due 2022 (the “Redemption”). The redemption is anticipated to occur in December 2021. The transactions included the following: Acquisition of Spartan entities (“Contribution”) Pursuant to a Contribution Agreement, Spartan Energy Partners LP (“SEP”) contributed two of its subsidiaries, Spartan Energy Services LLC (“SES”) and Spartan International LLC, into a holding company, Treating Holdco LLC, which was then contributed to an unrestricted subsidiary of the Partnership. In addition, SEP contributed Spartan Operating Company LLC and Spartan Terminals Operating, Inc. to another subsidiary of the Partnership. These Spartan entities collectively were contributed in exchange for 48.4 million common units and the assumption of approximately $32.5 million in debt as consideration (the “Contribution”). Concurrent with the Contribution, SES executed the First Amendment to its ABL Agreement which included the following modifications: (i) removal of SEP as a borrower (ii) addition of Treating Holdco LLC as a guarantor, and (iii) increase in loan commitments from $55 million to $70 million in anticipation of a sale and leaseback of compression assets from the Partnership into SES. See further discussion of the sale and leaseback transaction below. Private placements of common units The Partnership entered into a Common Unit Purchase Agreement pursuant to which the Partnership issued 39 million common units at $1.35 per unit, raising approximately $53 million. Of the amount raised, $7.0 million was contributed by management and other related parties. The Partnership also issued approximately 3 million common units at $1.35 per unit to Spartan, raising an additional $4 million. All funds were collected as of November 10, 2021. 2026 Secured Note tack-on offering (“Debt Issuance”) The Partnership and a wholly owned subsidiary entered into a Securities Purchase Agreement pursuant to which the Partnership and the wholly owned subsidiary agreed to issue $10 million aggregate principal amount of our 10.000%/10.750% Senior Secured Second Lien Notes due 2026 and 259,260 common units. The Debt Issuance is expected to close on November 16, 2021. Purchase of Compressor units from the Partnership by SES (“2021 Sale-Leaseback”) The Partnership sold 25 compressor units to SES and concurrently signed a lease agreement with SES for those units. This will generate approximately $24 million in cash proceeds that will be used to redeem the Senior Notes. As SES will be an unrestricted subsidiary of the Partnership, the 2021 Sale-Leaseback will be eliminated in the consolidated income statements. Redemption of Senior Notes Using the cash proceeds generated from the private placement of common units, Debt Issuance, and 2021 Sale-Leaseback, on November 10, 2021, the Partnership issued a notice of redemption calling for the redemption on December 13, 2021 of all of the Senior Notes at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any. The Redemption is conditioned upon the consummation of the Debt Issuance. Fourth Amendment to Credit Agreement On November 10, 2021, the Partnership entered into the Fourth Amendment to Loan and Security Agreement (the “Amendment”) amending the Credit Agreement. |
Organization, Basis of Presen_2
Organization, Basis of Presentation, and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Presentation | Presentation Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. In the opinion of our management, our unaudited consolidated financial statements as of September 30, 2021, and for the three and nine-month periods ended September 30, 2021 and 2020, include all normal recurring adjustments that are necessary to provide a fair statement of our results for these interim periods. Operating results for the three and nine-month period ended September 30, 2021 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2021. 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 U.S. Securities and Exchange Commission (“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2020 and notes thereto included in our Annual Report on Form 10-K , which we filed with the SEC on March 4, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material. |
Reclassifications | Reclassifications Certain previously reported financial information has been reclassified to present our new unit sales business as discontinued operations. See Note 2 – “Discontinued Operations” for further information. In addition, certain previously reported financial information has been reclassified to conform to the current year’s presentation. Other than the discontinued operations presentation, the impact of reclassifications was not significant to the prior year's overall presentation. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. |
Cash Equivalents | Cash Equivalents We consider all highly liquid cash investments with maturities of three months or less when purchased to be cash equivalents. |
Foreign Currencies | Foreign Currencies 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 our international operations. Foreign currency exchange (gains) and losses are included in other (income) expense, net and totaled $0.3 million and $0.2 million during the three and nine-month periods ended September 30, 2021, respectively, and $(0.4) million and $1.0 million during the three and nine- month periods ended September 30, 2020 , respectively. |
Inventories | Inventories Inventories consist primarily of compressor package parts and supplies and work in process and are stated at the lower of cost or net realizable value. For parts and supplies, cost is determined using the weighted average cost |
Impairment and Other Charges | Impairments and Other Charges Impairments of long-lived assets, including identified intangible assets, are determined periodically, when indicators of impairment are present. If such indicators are present, the determination of the amount of impairment is based on our judgments as to the future undiscounted operating cash flows to be generated from the relevant assets throughout their remaining estimated useful lives. If these undiscounted cash flows are less than the carrying amount of the related asset, an impairment is recognized for the excess of the carrying value over its fair value. Fair value of intangible assets is generally determined using the discounted present value of future cash flows using discount rates commensurate with the risks inherent with the specific assets. Assets held for disposal are recorded at the lower of carrying value or estimated fair value less estimated selling costs. There were no impairments attributed to continuing operations recorded during the three and nine-month periods ended September 30, 2021. See Note 4 - "Impairments and Other Charges" for additional discussion of recorded impairments during the three and nine-month periods ended September 30, 2020. |
Income Taxes | Income Taxes Our operations are not subject to U.S. federal income tax other than the operations that are conducted through taxable subsidiaries. We incur state and local income taxes in certain areas of the U.S. in which we conduct business. We incur income taxes and are subject to withholding requirements related to certain of our operations in Latin America, Canada, and other foreign countries in which we operate. Furthermore, we also incur Texas Margin Tax, which, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, is classified as an income tax for reporting purposes. A portion of the carrying value of certain deferred tax assets is subject to a valuation allowance. |
Earnings Per Common Unit | Earnings Per Common Unit Our computations of earnings per common unit are based on the weighted average number of common units outstanding during the applicable period. Basic earnings per common unit are determined by dividing net income (loss) allocated to the common units 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 units during the period. When computing earnings per common unit under the two class method in periods when distributions are greater than earnings, the amount of the distribution is deducted from net income (loss) and the excess of distributions over earnings is allocated between the General Partner and common units based on how our Partnership Agreement allocates net losses. Diluted earnings per common unit are computed using the treasury stock method, which considers the potential future issuance of limited partner common units. Unvested phantom units are not included in basic earnings per common unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per common unit. For the three and nine-month periods ended September 30, 2021 and September 30, 2020, all unvested phantom units were excluded from the calculation of diluted common units because the impact was anti-dilutive. |
Fair Value Measurements | Fair Value Measurements We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements were utilized in the determination of the carrying value of our Series A Preferred Units (a Level 3 fair value measurement). We also utilize fair value measurements on a recurring basis in the accounting for our foreign currency forward purchase and sale derivative contracts. For these fair value measurements, we utilize the quoted value (a Level 2 fair value measurement). Refer to Note 8 – “Fair Value Measurements” for further discussion. |
Distributions | Distributions On January 19, 2021, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended December 31, 2020 of $0.01 per outstanding common unit. This distribution equates to a distribution of $0.04 per outstanding common unit on an annualized basis. This distribution was paid on February 12, 2021, to each of the holders of common units of record as of the close of business on January 29, 2021. On April 19, 2021, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended March 31, 2021 of 0.01 per outstanding common unit. This distribution equates to a distribution of 0.04 per outstanding common unit on an annualized basis. This distribution was paid on May 14, 2021 to each of the holders of common units of record as of the close of business on April 30, 2021. On July 19, 2021, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended June 30, 2021 of $0.01 per outstanding common unit. This distribution equates to a distribution of |
New Accounting Pronouncements | New Accounting Pronouncements Standards adopted in 2021 In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions related to intraperiod tax allocation, interim period income tax calculation methodology, and the recognition of deferred tax liabilities for outside basis differences. It also simplifies certain aspects of accounting for franchise taxes and clarifies the accounting for transactions that results in a step-up in the tax basis of goodwill. On January 1, 2021, we adopted ASU 2019-12. The adoption of this standard did not have a material impact on our consolidated financial statements. Standards not yet adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses on financial instruments not accounted for at fair value through net income. The provisions require credit impairments to be measured over the contractual life of an asset and developed with consideration for past events, current conditions, and forecasts of future economic information. Credit impairments will be accounted for as an allowance for credit losses deducted from the amortized cost basis at each reporting date. Updates at each reporting date after initial adoption will be recorded through selling, general, and administrative expense. ASU 2016-13 will be effective for us in the first quarter of 2023. We continue to assess the potential effects of these changes to our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments were effective for all entities as of March 12, 2020 through December 31, 2022. Entities may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. As of September 30, 2021, we have not modified our credit agreements to remove references to LIBOR. We are currently evaluating the impact of the provisions of ASU 2020-04 on our consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | A summary of financial information related to our discontinued operations for the new unit sales business is as follows: Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Income (Loss) from Discontinued Operations (in thousands) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue $ — $ 6,900 $ — $ 35,387 Cost of revenues 268 7,645 277 36,173 Depreciation, amortization, and accretion — 51 — 526 Impairments of long-lived assets — — — 5,474 General and administrative expense 2 1,177 346 3,274 Other (income) expense, net — (810) — (810) Total pretax loss from discontinued operations (270) (1,163) (623) (9,250) Income tax provision — (20) — 51 Total loss from discontinued operations $ (270) $ (1,143) $ (623) $ (9,301) Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position (in thousands) September 30, 2021 December 31, 2020 Carrying amounts of major classes of assets included as part of discontinued operations Inventories $ 7 $ 32 Other Current Assets — 7 Current assets of discontinued operations $ 7 $ 39 Carrying amounts of major classes of liabilities included as part of discontinued operations Accrued liabilities $ 140 $ 345 Current liabilities of discontinued operations $ 140 $ 345 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | Expected revenue to be recognized in the future as of September 30, 2021 for completion of performance obligations of compression service contracts are as follows: 2021 2022 2023 2024 Thereafter Total (In Thousands) Compression service contracts remaining performance obligations $ 19,291 $ 43,011 $ 7,197 $ 99 $ — $ 69,598 |
Summary of Changes in Unearned Income in Balance Sheets | The following table reflects the changes in unearned income in our consolidated balance sheets for the periods indicated: Nine Months Ended 2021 2020 (In Thousands) Unearned income, beginning of period $ 269 $ 283 Additional unearned income 1,788 11,182 Revenue recognized (1,486) (6,236) Unearned income, end of period $ 571 $ 5,229 |
Disaggregation of Revenue | Disaggregated revenue from contracts with customers by geography is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (In Thousands) Compression and related services United States $ 47,320 $ 46,012 $ 139,940 $ 152,320 International 9,068 7,355 26,016 23,096 56,388 53,367 165,956 175,416 Aftermarket services United States 13,609 13,564 37,873 46,276 International 343 298 1,369 1,293 13,952 13,862 39,242 47,569 Equipment sales United States 897 5,001 1,482 6,677 International 57 28 82 801 954 5,029 1,564 7,478 Total Revenue United States 61,826 64,577 179,295 205,273 International 9,468 7,681 27,467 25,190 $ 71,294 $ 72,258 $ 206,762 $ 230,463 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Components of inventories as of September 30, 2021 and December 31, 2020, are as follows: September 30, 2021 December 31, 2020 (In Thousands) Parts and supplies $ 29,695 $ 28,483 Work in progress 2,199 2,705 Total inventories $ 31,894 $ 31,188 |
Long-Term Debt and Other Borr_2
Long-Term Debt and Other Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consists of the following: Scheduled Maturity September 30, 2021 December 31, 2020 (In Thousands) Credit Agreement (1) June 29, 2023 $ — $ — 7.25% Senior Notes (2) August 15, 2022 80,331 80,001 7.50% First Lien Notes (3) April 2025 399,354 399,655 10.00%/10.75% Second Lien Notes (4) April 2026 161,520 158,975 Total long-term debt $ 641,205 $ 638,631 Less current portion (80,331) — Total long-term debt $ 560,874 $ 638,631 (1) Because there was no outstanding balance on the Credit Agreement, associated deferred financing costs of $0.6 million as of December 31, 2020 were classified as other long-term assets on the accompanying consolidated balance sheet. (2) Net of the unamortized discount of $0.2 million as of September 30, 2021 and $0.3 million as of December 31, 2020 and unamortized deferred financing costs of $0.2 million as of September 30, 2021 and $0.4 million as of December 31, 2020. (3) Net of the unamortized deferred financing costs of $4.6 million as of September 30, 2021 and $5.2 million as of December 31, 2020, net of the unamortized discount of $0.2 million as of September 30, 2021 and $0.2 million as of December 31, 2020, and net of deferred restructuring gain of $4.2 million as of September 30, 2021 and $5.0 million as of December 31, 2020. (4) Net of the unamortized discount of $0.6 million as of September 30, 2021 and $0.7 million as of December 31, 2020, and net of unamortized deferred financing costs of $1.0 million as of September 30, 2021 and $1.2 million as of December 31, 2020, and net of deferred restructuring gain of $3.3 million as of September 30, 2021 and $3.7 million as of December 31, 2020. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions Table | As of September 30, 2021, we had the following foreign currency derivative contract outstanding relating to a portion of our foreign operations: Derivative contracts US Dollar Notional Amount Traded Exchange Rate Settlement Date (In Thousands) Forward sale Mexican peso $ 5,934 20.14 October 4, 2021 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The carrying and fair value of our debt, excluding unamortized debt issuance costs, are as follows (in thousands): September 30, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value (In Thousands) 7.25% Senior Notes $ 80,722 $ 79,915 $ 80,722 $ 67,274 7.50% First Lien Notes 400,000 396,000 400,000 369,680 10.00%/10.75% Second Lien Notes 159,919 146,726 157,162 114,728 $ 640,641 $ 622,641 $ 637,884 $ 551,682 |
Organization, Basis of Presen_3
Organization, Basis of Presentation, and Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Nov. 10, 2021USD ($)shares | Oct. 15, 2021$ / shares | Jul. 19, 2021$ / shares | Apr. 19, 2021$ / shares | Jan. 19, 2021$ / shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||
Number of operating segments | segment | 1 | |||||||||
Number of reportable segments | segment | 1 | |||||||||
Long-term debt | $ 641,205 | $ 641,205 | $ 638,631 | |||||||
Foreign currency exchange (gains) losses | $ 300 | $ (400) | $ 200 | $ 1,000 | ||||||
Distribution declared, quarterly basis (in USD per common unit) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Distribution declared, annualized basis (in USD per common unit) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | |||||||
Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount of transaction | $ 24,000 | |||||||||
Distribution declared, quarterly basis (in USD per common unit) | $ / shares | $ 0.01 | |||||||||
Distribution declared, annualized basis (in USD per common unit) | $ / shares | $ 0.04 | |||||||||
Subsequent Event | Private Placement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sale of common units, consideration received on transaction | $ 57,000 | |||||||||
Subsequent Event | Treating Holdco LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Business combination, consideration transferred, equity interests issued and issuable (in units) | shares | 48,400,000 | |||||||||
Business combination, consideration transferred, liabilities incurred | $ 32,500 | |||||||||
Secured Debt | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principle amount | $ 10,000 | |||||||||
7.25% Senior Notes | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 7.25% | 7.25% | ||||||||
Long-term debt | $ 80,331 | $ 80,331 | $ 80,001 | |||||||
Debt instrument, term | 12 months |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Revenue | $ 0 | $ 6,900 | $ 0 | $ 35,387 | |
Cost of revenues | 268 | 7,645 | 277 | 36,173 | |
Depreciation, amortization, and accretion | 0 | 51 | 0 | 526 | |
Impairments of long-lived assets | 0 | 0 | 0 | 5,474 | |
General and administrative expense | 2 | 1,177 | 346 | 3,274 | |
Other (income) expense, net | 0 | (810) | 0 | (810) | |
Total pretax loss from discontinued operations | (270) | (1,163) | (623) | (9,250) | |
Income tax provision | 0 | (20) | 0 | 51 | |
Total loss from discontinued operations | (270) | $ (1,143) | (623) | $ (9,301) | |
Carrying amounts of major classes of assets included as part of discontinued operations | |||||
Inventories | 7 | 7 | $ 32 | ||
Other Current Assets | 0 | 0 | 7 | ||
Current assets of discontinued operations | 7 | 7 | 39 | ||
Carrying amounts of major classes of liabilities included as part of discontinued operations | |||||
Accrued liabilities | 140 | 140 | 345 | ||
Current liabilities of discontinued operations | $ 140 | $ 140 | $ 345 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Revenue, Remaining Performance Obligation, Amount | $ 69,598 | |
Contract with Customer, Asset, before Allowance for Credit Loss | $ 10,200 | $ 6,800 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Revenue Performance Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 69,598 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months |
Revenue, Remaining Performance Obligation, Amount | $ 19,291 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 43,011 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 7,197 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 99 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 0 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Contract With Customer, Change In Contract Liability [Roll Forward] | ||
Unearned income, beginning of period | $ 269 | $ 283 |
Additional unearned income | 1,788 | 11,182 |
Revenue recognized | (1,486) | (6,236) |
Unearned income, end of period | $ 571 | $ 5,229 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 71,294 | $ 72,258 | $ 206,762 | $ 230,463 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 61,826 | 64,577 | 179,295 | 205,273 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,468 | 7,681 | 27,467 | 25,190 |
Compression and related services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 56,388 | 53,367 | 165,956 | 175,416 |
Compression and related services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 47,320 | 46,012 | 139,940 | 152,320 |
Compression and related services | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,068 | 7,355 | 26,016 | 23,096 |
Aftermarket services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 13,952 | 13,862 | 39,242 | 47,569 |
Aftermarket services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 13,609 | 13,564 | 37,873 | 46,276 |
Aftermarket services | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 343 | 298 | 1,369 | 1,293 |
Equipment sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 954 | 5,029 | 1,564 | 7,478 |
Equipment sales | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 897 | 5,001 | 1,482 | 6,677 |
Equipment sales | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 57 | $ 28 | $ 82 | $ 801 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2020 | Sep. 30, 2021 | |
Long Lived Assets Held-for-sale [Line Items] | ||
Impairment of long-lived assets held for sale | $ 0 | |
Non-core used compressor equipment | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Impairment of long-lived assets held for sale | $ 9,000,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Parts and supplies | $ 29,695 | $ 28,483 |
Work in progress | 2,199 | 2,705 |
Total inventories | $ 31,894 | $ 31,188 |
Long-Term Debt and Other Borr_3
Long-Term Debt and Other Borrowings - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 641,205 | $ 638,631 |
Less current portion | (80,331) | 0 |
Long-term debt, net | 560,874 | 638,631 |
Line of Credit | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 0 |
Unamortized deferred financing costs | 600 | |
Senior Notes | 7.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 80,331 | 80,001 |
Interest rate | 7.25% | |
Unamortized deferred financing costs | $ 200 | 400 |
Unamortized discount | 200 | 300 |
Secured Debt | 7.50% First Lien Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 399,354 | 399,655 |
Interest rate | 7.50% | |
Unamortized deferred financing costs | $ 4,600 | 5,200 |
Unamortized discount | 200 | 200 |
Gain on restructuring of debt | 4,200 | 5,000 |
Secured Debt | 10.00%/10.75% Second Lien Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 161,520 | 158,975 |
Unamortized deferred financing costs | 1,000 | 1,200 |
Unamortized discount | 600 | 700 |
Gain on restructuring of debt | $ 3,300 | $ 3,700 |
Secured Debt | 10.00%/10.75% Second Lien Notes | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.00% | |
Secured Debt | 10.00%/10.75% Second Lien Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.75% |
Long-Term Debt and Other Borr_4
Long-Term Debt and Other Borrowings - Narrative (Details) | 9 Months Ended | ||||
Sep. 30, 2021USD ($)day$ / shares | Apr. 30, 2021USD ($) | Jan. 29, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 641,205,000 | $ 638,631,000 | |||
7.25% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 7.25% | ||||
Long-term debt | $ 80,331,000 | 80,001,000 | |||
7.50% First Lien Notes | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 7.50% | ||||
Long-term debt | $ 399,354,000 | 399,655,000 | |||
10.00%/10.75% Second Lien Notes | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 161,520,000 | $ 158,975,000 | |||
10.00%/10.75% Second Lien Notes | PIK Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 4,400,000 | ||||
10.00%/10.75% Second Lien Notes | Minimum | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 10.00% | ||||
10.00%/10.75% Second Lien Notes | Maximum | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 10.75% | ||||
Second Lien Notes Indenture | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Percent of debt | 0.25 | ||||
Second Lien Notes Indenture | Secured Debt | Rate 1 | |||||
Debt Instrument [Line Items] | |||||
Distribution per common unit (in USD per share) | $ / shares | $ 0.04 | ||||
Second Lien Notes Indenture | PIK Notes | Rate 1 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 7.25% | ||||
Business days prior to record date that debt issuers may elect to increase interest rate | day | 5 | ||||
Second Lien Notes Indenture | PIK Notes | Rate 2 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.75% | ||||
Second Lien Notes Indenture | PIK Notes | Rate 3 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.50% | ||||
Revolving Credit Facility | Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum revolving credit commitments | $ 35,000,000 | ||||
Reserve amount | $ 5,000,000 | $ 10,000,000 | 5,000,000 | ||
Line of credit facility, balance outstanding | $ 0 | ||||
Credit agreement availability | $ 11,200,000 | ||||
Commitment fee for unutilized commitments, percent | 0.50% | ||||
Revolving Credit Facility | Credit Agreement | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.00% | ||||
Revolving Credit Facility | Credit Agreement | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.50% | ||||
Revolving Credit Facility | Credit Agreement | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Revolving Credit Facility | Credit Agreement | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Revolving Credit Facility | Credit Agreement Sublimit | |||||
Debt Instrument [Line Items] | |||||
Credit agreement sublimit | $ 25,000,000 | ||||
Letters of credit, balance outstanding | $ 2,100,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 22 Months Ended | ||
Jan. 31, 2021 | Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Nov. 30, 2020 | Jan. 29, 2021 | |
Spartan Energy Partners LP | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 0.6 | $ 1.7 | ||||
TETRA | Mexico Payroll Affiliate | ||||||
Related Party Transaction [Line Items] | ||||||
Consideration transferred | $ 0.4 | |||||
Compression Services Equipment Construction Agreement | Spartan Energy Partners LP | ||||||
Related Party Transaction [Line Items] | ||||||
Financing obligation | $ 9.8 | $ 9.8 | ||||
Compression Services Equipment Construction Agreement | TETRA | ||||||
Related Party Transaction [Line Items] | ||||||
Amount funded | $ 14.8 | |||||
Compression Services Equipment Construction Agreement | Maximum | TETRA | ||||||
Related Party Transaction [Line Items] | ||||||
Amount of transaction | $ 15 | |||||
Spartan Energy Partners LP | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest, percent | 23.00% | |||||
Common Unitholders | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest, percent | 65.00% | |||||
Spartan Energy Partners LP | the Company | ||||||
Related Party Transaction [Line Items] | ||||||
Investment owned (in shares) | 10,950,000 | |||||
TETRA | the Company | ||||||
Related Party Transaction [Line Items] | ||||||
Investment owned (in shares) | 5,200,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Foreign Currency Derivative Contract Outstanding (Details) - Forward sale Mexican peso $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Derivative [Line Items] | |
US Dollar Notional Amount | $ 5,934 |
Traded Exchange Rate | 20.14 |
Settlement Date | Oct. 4, 2021 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Net gains associated with foreign currency derivative program | $ (40) | $ 300 | $ 100 | $ (800) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Carrying Value | $ 640,641 | $ 637,884 |
Fair Value | 622,641 | 551,682 |
7.25% Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Carrying Value | 80,722 | 80,722 |
Fair Value | $ 79,915 | 67,274 |
Interest rate | 7.25% | |
7.50% First Lien Notes | Secured Debt | ||
Debt Instrument [Line Items] | ||
Carrying Value | $ 400,000 | 400,000 |
Fair Value | $ 396,000 | 369,680 |
Interest rate | 7.50% | |
10.00%/10.75% Second Lien Notes | Secured Debt | ||
Debt Instrument [Line Items] | ||
Carrying Value | $ 159,919 | 157,162 |
Fair Value | $ 146,726 | $ 114,728 |
10.00%/10.75% Second Lien Notes | Secured Debt | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.00% | |
10.00%/10.75% Second Lien Notes | Secured Debt | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.75% |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate reconciliation, percent | (8.20%) |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Nov. 10, 2021USD ($)compressorsubsidiary$ / sharesshares | Oct. 15, 2021$ / shares | Jul. 19, 2021$ / shares | Apr. 19, 2021$ / shares | Jan. 19, 2021$ / shares | Nov. 11, 2021USD ($) | Sep. 30, 2021 |
Subsequent Event [Line Items] | |||||||
Distribution declared, quarterly basis (in USD per common unit) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Distribution declared, annualized basis (in USD per common unit) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | ||||
Senior Notes due 2022 | Senior Notes | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 7.25% | ||||||
2026 Secured Note | Secured Debt | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 10.00% | ||||||
2026 Secured Note | Secured Debt | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 10.75% | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Distribution declared, quarterly basis (in USD per common unit) | $ / shares | $ 0.01 | ||||||
Distribution declared, annualized basis (in USD per common unit) | $ / shares | $ 0.04 | ||||||
Amount of transaction | $ 24 | ||||||
Subsequent Event | 2021 Sale-Leaseback | |||||||
Subsequent Event [Line Items] | |||||||
Number of compressor units | compressor | 25 | ||||||
Amount of transaction | $ 24 | ||||||
Subsequent Event | Private Placement | |||||||
Subsequent Event [Line Items] | |||||||
Sale of common units, consideration received on transaction | $ 57 | ||||||
Subsequent Event | Private Placement | Counterparties Excluding Spartan Energy Partners LP | |||||||
Subsequent Event [Line Items] | |||||||
Sale of common units (in units) | shares | 39,000,000 | ||||||
Sale of common units (in USD per unit) | $ / shares | $ 1.35 | ||||||
Sale of common units, consideration received on transaction | $ 53 | ||||||
Subsequent Event | Private Placement | Counterparties Excluding Spartan Energy Partners LP | Management And Other Related Parties | |||||||
Subsequent Event [Line Items] | |||||||
Sale of common units, consideration received on transaction | $ 7 | ||||||
Subsequent Event | Private Placement | Spartan Energy Partners LP | |||||||
Subsequent Event [Line Items] | |||||||
Sale of common units (in units) | shares | 3,000,000 | ||||||
Sale of common units (in USD per unit) | $ / shares | $ 1.35 | ||||||
Sale of common units, consideration received on transaction | $ 4 | ||||||
Subsequent Event | SES | |||||||
Subsequent Event [Line Items] | |||||||
Commitment to loan funds | $ 55 | $ 70 | |||||
Subsequent Event | Treating Holdco LLC | |||||||
Subsequent Event [Line Items] | |||||||
Business combination, consideration transferred, equity interests issued and issuable (in units) | shares | 48,400,000 | ||||||
Business combination, consideration transferred, liabilities incurred | $ 32.5 | ||||||
Subsequent Event | Spartan Energy Partners LP | |||||||
Subsequent Event [Line Items] | |||||||
Number of subsidiaries contributed to Holding company | subsidiary | 2 | ||||||
Subsequent Event | Secured Debt | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principle amount | $ 10 | ||||||
Subsequent Event | Senior Notes due 2022 | |||||||
Subsequent Event [Line Items] | |||||||
Redemption price, percentage | 100.00% | ||||||
Subsequent Event | 2026 Secured Note | Secured Debt | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 10.00% | ||||||
Subsequent Event | 2026 Secured Note | Secured Debt | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate | 10.75% | ||||||
Subsequent Event | 2026 Secured Note Tack-On Offering | Secured Debt | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principle amount | $ 10 | ||||||
Debt conversion, common units issued (in units) | shares | 259,260 |