cclp-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to______

Commission File Number 001-35195

CSI Compressco LP

(Exact name of registrant as specified in its charter)


Delaware			94-3450907
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

1735 Hughes Landing Boulevard, Suite 200
The Woodlands,
TX			77380
(Address of Principal Executive Offices)			(Zip Code)

(832) 365-2257

(Registrant’s Telephone Number, Including Area Code)

_______________________________________________________________________

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS	CCLP	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2023, there were 141,995,028 Common Units outstanding.


CSI Compressco LP
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			Page
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations			1
Consolidated Statements of Comprehensive Loss			2
Consolidated Balance Sheets			3
Consolidated Statements of Partners’ Capital			4
Consolidated Statements of Cash Flows			6
Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures about Market Risk			30
Item 4. Controls and Procedures			30

PART II—OTHER INFORMATION
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			32
SIGNATURES			33

CERTAIN REFERENCES IN THIS QUARTERLY REPORT

References in this Quarterly Report to “CSI Compressco,” “we,” “our,” “us,” “the Partnership” or like terms refer to CSI Compressco LP and its wholly owned subsidiaries. References to “CSI Compressco GP” or “our general partner” refer to our general partner, CSI Compressco GP LLC. References to “Spartan” refer to Spartan Energy Partners LP and its controlled subsidiaries.

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

CSI Compressco LP

Consolidated Statements of Operations

(In Thousands, Except Unit and Per Unit Amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues:
Contract services	$	71,457	$	67,492	$	211,625	$	194,647
Aftermarket services	23,686		23,192		62,246		52,273
Equipment rentals	4,197		3,869		13,084		10,987
Equipment sales	367		342		902		1,522
Total revenues	99,707		94,895		287,857		259,429
Cost of revenues (excluding depreciation and amortization expense):
Cost of contract services	35,153		34,793		107,747		99,418
Cost of aftermarket services	18,202		18,056		49,340		42,051
Cost of equipment rentals	555		563		1,665		1,530
Cost of equipment sales	411		66		867		683
Total cost of revenues	54,321		53,478		159,619		143,682
Depreciation and amortization	19,256		19,867		57,193		58,572
Impairments and other charges	—		135		—		135

Selling, general, and administrative expense	11,686		10,731		33,956		32,483

Interest expense, net of capitalized interest of $3 and $13 in 2023 and $119 and $300 in 2022	13,410		12,615		40,472		37,552

Other expense, net	1,772		1,661		1,065		2,530
Loss before taxes and discontinued operations	(738)		(3,592)		(4,448)		(15,525)
Provision for income taxes	209		940		1,685		2,497
Loss from continuing operations	(947)		(4,532)		(6,133)		(18,022)
Income from discontinued operations, net of taxes	—		81		—		173
Net loss	$	(947)	$	(4,451)	$	(6,133)	$	(17,849)

General partner interest in net loss	$	(4)	$	(21)	$	(28)	$	(84)
Common units interest in net loss	$	(943)	$	(4,430)	$	(6,105)	$	(17,765)


Basic and diluted net loss per common unit:	$	(0.01)	$	(0.03)	$	(0.04)	$	(0.13)



Weighted average common units outstanding:
Basic	141,995,028		141,213,944		141,868,154		141,067,185
Diluted	141,995,028		141,213,944		141,868,154		141,067,185

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Consolidated Statements of Comprehensive Loss

(In Thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss	$	(947)	$	(4,451)	$	(6,133)	$	(17,849)
Foreign currency translation adjustment, net of tax of $0 in 2023 and 2022	(11)		(228)		(11)		(313)
Comprehensive loss	$	(958)	$	(4,679)	$	(6,144)	$	(18,162)

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Consolidated Balance Sheets

(In Thousands, Except Unit Amounts)


	September 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	15,502	$	8,475

Trade accounts receivable, net of allowance for credit losses of $365 as of September 30, 2023 and $736 as of December 31, 2022	54,864		65,085
Trade receivable - affiliate	608		948
Inventories	46,715		45,902


Prepaid expenses and other current assets	7,123		7,905

Total current assets	124,812		128,315
Property, plant, and equipment:
Land and building	7,227		7,227
Compressors and equipment	1,126,515		1,103,657
Vehicles	8,749		8,640
Construction in progress	31,410		37,183
Total property, plant, and equipment	1,173,901		1,156,707
Less accumulated depreciation	(651,838)		(611,734)
Net property, plant, and equipment	522,063		544,973
Other assets:

Intangible assets, net of accumulated amortization of $38,846 as of September 30, 2023 and $36,627 as of December 31, 2022	16,921		19,140
Operating lease right-of-use assets	25,028		27,205
Deferred tax assets	3		3
Other assets	3,412		2,767
Total other assets	45,364		49,115
Total assets	$	692,239	$	722,403
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable	$	22,408	$	34,589
Unearned income	3,955		2,590
Accrued liabilities and other	56,112		47,076



Total current liabilities	82,475		84,255
Other liabilities:
Long-term debt, net	619,341		634,016
Deferred tax liabilities	1,034		1,245

Operating lease liabilities	16,504		19,419
Other long-term liabilities	7,532		8,742
Total other liabilities	644,411		663,422
Commitments and contingencies
Partners' capital:
General partner interest	(1,667)		(1,618)
Common units (141,995,028 units issued and outstanding at September 30, 2023 and 141,237,462 units issued and outstanding at December 31, 2022)	(18,563)		(9,250)
Accumulated other comprehensive loss	(14,417)		(14,406)
Total partners' capital	(34,647)		(25,274)
Total liabilities and partners' capital	$	692,239	$	722,403

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Consolidated Statements of Partners’ Capital

(In Thousands)

(Unaudited)


	Partners’ Capital					Accumulated Other Comprehensive Loss		Total Partners’ Capital

			Limited Partners
	General Partner		Common Unitholders
	Amount		Units	Amount

Balance at December 31, 2022	$	(1,618)	141,237	$	(9,250)	$	(14,406)	$	(25,274)
Net loss	(12)		—	(2,601)		—		(2,613)
Distributions ($0.01 per unit)	(7)		—	(1,414)		—		(1,421)
Equity compensation, net	—		—	75		—		75
Vesting of Phantom Units	—		758	—		—		—
Translation adjustment, net of taxes of $0	—		—	—		—		—


Balance at March 31, 2023	$	(1,637)	141,995	$	(13,190)	$	(14,406)	$	(29,233)
Net loss	(12)		—	(2,561)		—		(2,573)
Distributions ($0.01 per unit)	(7)		—	(1,420)		—		(1,427)



Equity compensation, net	—		—	514		—		514
Vesting of Phantom Units	—		—	—		—		—




Balance at June 30, 2023	$	(1,656)	141,995	$	(16,657)	$	(14,406)	$	(32,719)
Net loss	(4)		—	(943)		—		(947)
Distributions ($0.01 per unit)	(7)		—	(1,420)		—		(1,427)



Equity compensation, net	—		—	457		—		457
Vesting of Phantom Units	—		—	—		—		—


Translation adjustment, net of taxes of $0	—		—	—		(11)		(11)

Balance at September 30, 2023	$	(1,667)	141,995	$	(18,563)	$	(14,417)	$	(34,647)

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	Partners’ Capital					Accumulated Other Comprehensive Income (Loss)		Total Partners’ Capital

			Limited Partners
	General Partner		Common Unitholders
	Amount		Units	Amount

Balance at December 31, 2021	$	(1,486)	140,386	$	17,049	$	(14,404)	$	1,159
Net loss	(31)		—	(6,539)		—		(6,570)
Distributions ($0.01 per unit)	(7)		—	(1,404)		—		(1,411)
Equity compensation, net	—		—	52		—		52
Vesting of Phantom Units	—		828	—		—		—
Translation adjustment, net of taxes of $0	—		—	—		12		12


Balance at March 31, 2022	$	(1,524)	141,214	$	9,158	$	(14,392)	$	(6,758)
Net loss	(32)		—	(6,796)		—		(6,828)
Distributions ($0.01 per unit)	(7)		—	(1,412)		—		(1,419)
Equity compensation, net	—		—	431		—		431

Translation adjustment, net of taxes of $0	—		—	—		(97)		(97)


Balance at June 30, 2022	$	(1,563)	141,214	$	1,381	$	(14,489)	$	(14,671)
Net loss	(21)		—	(4,430)		—		(4,451)
Distributions ($0.01 per unit)	(7)		—	(1,412)		—		(1,419)
Equity compensation, net	—		—	459		—		459

Translation adjustment, net of taxes of $0	—		—	—		(228)		(228)


Balance at September 30, 2022	$	(1,591)	141,214	$	(4,002)	$	(14,717)	$	(20,310)

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)


	Nine Months Ended September 30,
	2023		2022
Operating activities:
Net loss	$	(6,133)	$	(17,849)
Reconciliation of net loss to cash provided by operating activities:
Depreciation and amortization	57,193		58,572
Impairments and other charges	—		135

Provision (benefit) for deferred income taxes	(372)		211



Equity compensation expense	1,046		941
Recovery for doubtful accounts	(1)		(427)
Amortization of deferred financing costs	117		307


Other non-cash charges and credits	151		125
Gain on sale of property, plant, and equipment	1,770		425

Changes in operating assets and liabilities:
Accounts receivable	10,501		(8,943)
Inventories	(6,416)		(16,707)
Prepaid expenses and other current assets	494		4,985
Accounts payable and accrued expenses	1,514		20,813
Other	(76)		1,376
Net cash provided by operating activities	59,788		43,964
Investing activities:
Purchases of property, plant, and equipment, net	(39,920)		(39,561)
Proceeds from sale of property, plant, and equipment	5,752		4,384




Net cash used in investing activities	(34,168)		(35,177)
Financing activities:
Proceeds from long-term debt	261,109		22,599
Payments of long-term debt	(276,104)		(30,141)


Distributions	(4,275)		(4,248)

Equipment financing lease, net	741		12,844
Other financing activities	(64)		(766)
Net cash (used in) provided by financing activities	(18,593)		288
Effect of exchange rate changes on cash	—		(8)
Increase in cash and cash equivalents	7,027		9,067
Cash and cash equivalents at beginning of period	8,475		6,598
Cash and cash equivalents at end of period	$	15,502	$	15,665
Supplemental cash flow information:
Interest paid	$	27,730	$	23,636
Income taxes paid	$	3,012	$	5,028
Decrease in accrued capital expenditures	$	5,055	$	310

See Notes to Consolidated Financial Statements

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CSI Compressco LP

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 — ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES

Organization

CSI Compressco LP, a Delaware limited partnership, is a provider of compression and treating services. Natural gas compression is used for oil production, gathering, artificial lift, transmission, processing, and storage. Treating services include the removal of contaminants from a natural gas stream and cooling to reduce the temperature of produced gas and liquids. We also sell used standard compressor packages and provide aftermarket services and compressor package parts and components manufactured by third-party suppliers. We provide contract and treating services and compressor parts and component sales 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, Argentina and Chile. 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, 2023, and for the three and nine-month periods ended September 30, 2023 and September 30, 2022 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, 2023 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2023.

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, 2022 and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on March 13, 2023.

Segments

Our general partner has concluded that we operate in one reportable segment.

Significant Accounting Policies

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2022 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, 2023.

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.

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Cash Equivalents

We consider all highly liquid cash investments with maturities of three months or less when purchased to be cash equivalents. We have concentrated credit risk for cash by maintaining deposits in a major bank, which may at times exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). We monitor the financial health of the bank and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. Management believes the financial institutions are financially sound and risk of loss is minimal.

Financial Instruments

Financial instruments that subject us to concentrations of credit risk consist principally of trade accounts receivable, which are primarily due from companies of varying size engaged in oil and gas activities in the United States, Canada, Mexico, Argentina, and Chile. Our policy is to review the financial condition of customers before extending credit and periodically updating customer credit information. Payment terms are on a short-term basis. The risk of loss from the inability to collect trade receivables is heightened during prolonged periods of low oil and natural gas commodity prices.

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. Our risk management activities include the use of foreign currency forward purchase and sale derivative contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected international operations.

We have $47.2 million outstanding under our variable rate revolving credit facilities as of September 30, 2023 and face market risk exposure related to changes in applicable interest rates.

Foreign Currencies

We have designated the Canadian dollar as the functional currency for Canada. We are exposed to fluctuations between the U.S. dollar and certain foreign currencies, including the Canadian dollar, the Mexican peso, the Argentine peso, and the Chilean peso as a result of our international operations. Foreign currency exchange (gains) losses are included in other (income) expense, net and totaled $1.6 million and $2.4 million during the three and nine-month periods ended September 30, 2023, respectively, and $1.9 million and $3.0 million during the three and nine-month periods ended September 30, 2022, respectively.

Leases

Lessee

As a lessee, unless the lease meets the criteria of short-term and is excluded per our policy election described below, we initially recognize a lease liability and related right-of-use asset on the commencement date. The right-of-use asset represents our right to use an underlying asset and the lease liability represents our obligation to make lease payments to the lessor over the lease term.

All of our long-term leases are operating leases and are included in operating lease right-of-use assets, accrued liabilities and other, and operating lease liabilities in our consolidated balance sheet as of September 30, 2023 and December 31, 2022. We determine whether a contract is or contains a lease at inception of the contract. Where we are a lessee in a contract that includes an option to extend or terminate the lease, we include the extension period or exclude the period covered by the termination option in our lease term in determining the right-of-use asset and lease liability, if it is reasonably certain that we would exercise the option.

As an accounting policy election, we do not include short-term leases on our balance sheet. Short-term leases include leases with a term of 12 months or less, inclusive of renewal options we are reasonably certain to exercise. The lease payments for short-term leases are included as operating lease costs on a straight-line basis over the lease term in cost of revenues or selling, general, and administrative expense based on the use of the underlying asset. We recognize lease costs for variable lease payments not included in the determination of a lease liability in the period in which an obligation is incurred.

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As allowed by U.S. GAAP, we do not separate nonlease components from the associated lease component for our contract services contracts and instead account for those components as a single component based on the accounting treatment of the predominant component. In our evaluation of whether Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842 “Leases” or ASC 606 “Revenue from Contracts with Customers” is applicable to the combined component based on the predominant component, we determined the services nonlease component is predominant, resulting in the ongoing recognition of our compression services contracts following ASC 606.

Our operating leases are recognized at the present value of lease payments over the lease term. When the implicit discount rate is not readily determinable, we use our incremental borrowing rate to calculate the discount rate used to determine the present value of lease payments. Consistent with other long-lived assets or asset groups that are held and used, we test for impairment of our right-of-use assets when impairment indicators are present.

Lessor

Our agreements for rental equipment contain an operating lease component under ASC 842 because we, as the lessor, retain substantial exposure to changes in the underlying asset’s value, unlike a sale or secured lending arrangement. Therefore, we do not derecognize the underlying asset, and recognize income associated with providing the lessee the right to control the use of the asset ratably over the lease term.

As a lessor, we recognize operating lease revenue on our statement of operations as equipment rentals. This revenue is recognized on a straight-line basis over the term of the lease based on the monthly rate in the agreement. The leased asset remains on the balance sheet consistent with other property, plant and equipment. Cash receipts associated with all leases are classified as cash flows from operating activities in the statement of cash flows.

The leased equipment primarily consists of the Spartan Treating amine plants, gas coolers and production equipment. All of this equipment is modular and skid mounted. It can be moved between locations. Lease terms for this equipment vary in length. Amine plants range from one to five years while the gas coolers range from six months to two years.

Allowance for Credit Losses

Trade accounts receivable are stated at their net realizable value. The allowance for credit losses against gross trade accounts receivable reflects the best estimate of expected credit losses of the receivables portfolio determined on the basis of historical experience, current information, and forecasts of future economic conditions. In developing the estimate for expected credit losses, trade accounts receivables are segmented into pools of assets depending on market (U.S. versus international), delinquency status, and customer type, and fixed reserve percentages are established for each pool of trade accounts receivables.

In determining the reserve percentages for each pool of trade accounts receivables, we considered our historical experience with certain customers and customer types, regulatory and legal environments, country and political risk, and other relevant current and future forecasted macroeconomic factors. These credit risk indicators are monitored on a quarterly basis to determine whether there have been any changes in the economic environment that would indicate the established reserve percentages should be adjusted and are considered on a regional basis to reflect more geographic-specific metrics. Additionally, write-offs and recoveries of customer receivables are tracked against collections on a quarterly basis to determine whether the reserve percentages remain appropriate. When management becomes aware of certain customer-specific factors that impact credit risk, specific allowances for these known troubled accounts are recorded. Trade accounts receivable are written off after all reasonable means to collect the full amount (including litigation, where appropriate) have been exhausted. As of September 30, 2023, additions to the allowance for credit losses, write-offs and recoveries of customer receivables were not material to our condensed consolidated financial statements.

Inventories

Inventories consist primarily of compressor package spare parts and supplies and work in process, and cost is determined using the weighted average cost method. The cost of work in progress is determined using the specific identification method.

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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.

We did not record any impairments of long-lived assets during the three and nine-month periods ended September 30, 2023. During the three and nine-month periods ended September 30, 2022 a specific engine in inventory was impaired and sold at a loss, resulting in a charge of $0.1 million.

Sale of Assets

During June 2023, we entered into a purchase and sale agreement for the sale of our equipment in Egypt for a total sale price of $5.8 million. The sale of the equipment resulted in a loss of $0.2 million during the nine-months ended September 30, 2023, which is reflected in other (income) expense, net in our statement of operations. As of June 30, 2023, we no longer had operations in Egypt.

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 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, 2023 and September 30, 2022, all unvested phantom units were excluded from the calculation of diluted common units because the impact was anti-dilutive.

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Fair Value Measurements

We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. We 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 7 – “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, 2023, April 17, 2023 and July 17, 2023, the board of directors of our general partner declared a cash distribution attributable to the respective quarter ended 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 quarterly distribution was paid on February 14, 2023, May 15, 2023, and August 14, 2023 to each of the holders of common units of record as of the close of business on January 31, 2023, April 30, 2023, and July 28, 2023, respectively.

Discontinued Operations

On 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. Income from discontinued operations, net of tax for the three and nine-month periods ended September 30, 2022, was $0.1 million and $0.2 million, respectively, related to the warranty reserve not being utilized.

New Accounting Pronouncements

Standards adopted in 2023

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. We adopted this new standard on January 1, 2023 and our adoption of this standard did not have a material impact on our consolidated financial statements.

NOTE 2 — REVENUE FROM CONTRACTS WITH CUSTOMERS

As of September 30, 2023, we had $269.1 million of remaining contractual performance obligations for compression services. As a practical expedient, this amount does not include revenue for compression service contracts whose original expected duration is less than twelve months and does not consider the effects of the time

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value of money. Expected revenue to be recognized in the future as of September 30, 2023 for completion of performance obligations of compression service contracts are as follows:


	2023		2024		2025		2026		Thereafter		Total
	(In Thousands)
Compression service contracts remaining performance obligations	$	52,368	$	134,807	$	57,869	$	19,688	$	4,350	$	269,082

Our contract asset balances included in trade accounts receivable in our consolidated balance sheet, primarily associated with revenue accruals prior to invoicing, were $2.4 million and $4.2 million as of September 30, 2023 and December 31, 2022, respectively.

The following table reflects the changes in unearned income in our consolidated balance sheets for the periods indicated:


	Nine Months Ended September 30,
	2023		2022
	(In Thousands)
Unearned income, beginning of period	$	2,590	$	2,187
Additional unearned income	6,902		5,375
Revenue recognized	(5,537)		(4,446)
Unearned income, end of period	$	3,955	$	3,116

Unearned income is included in accrued liabilities and other on the consolidated balance sheets. As of September 30, 2023 and December 31, 2022, contract costs were immaterial.

Disaggregated revenue from contracts with customers by geography is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In Thousands)
Contract services
United States	$	65,912	$	58,371	$	194,001	$	166,399
International	5,545		9,121		17,624		28,248
	71,457		67,492		211,625		194,647
Aftermarket services
United States	23,026		22,625		60,797		51,174
International	660		567		1,449		1,099
	23,686		23,192		62,246		52,273
Equipment rentals
United States	3,727		2,458		9,693		6,890
International	470		1,411		3,391		4,097
	4,197		3,869		13,084		10,987
Equipment sales
United States	269		210		533		1,227
International	98		132		369		295
	367		342		902		1,522
Total Revenue
United States	92,934		83,664		265,024		225,690
International	6,773		11,231		22,833		33,739
	$	99,707	$	94,895	$	287,857	$	259,429

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NOTE 3 — INVENTORIES

Components of inventories as of September 30, 2023 and December 31, 2022, are as follows:


	September 30, 2023		December 31, 2022
	(In Thousands)
Parts and supplies	$	42,272	$	44,042
Work in progress	4,443		1,860
Total inventories	$	46,715	$	45,902

Inventories consist primarily of compressor package spare parts and supplies. Work in progress inventories consist of work in progress for our aftermarket business that has not been invoiced.

NOTE 4 — LEASES

Lessee Accounting

We have operating leases for some of our office space, warehouse space, operating locations, and machinery and equipment. Our leases have remaining lease terms up to ten years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months. Our leases generally require us to pay all maintenance and insurance costs. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Lease costs are included in either cost of revenues or selling, general, and administrative expense depending on the use of the underlying asset. Total lease expense (inclusive of lease expense for leases not included on our consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less), was $4.0 million and $12.0 million for the three and nine month period ended September 30, 2023, respectively, of which $0.5 million and $1.1 million respectively, related to short-term leases. Total lease expense was $3.9 million and $12.2 million for the three and nine month period ended September 30, 2022, respectively, of which $0.8 million and $3.5 million respectively, related to short-term leases. Variable rent expense was not material.

Operating lease supplemental cash flow information:


	Nine Months Ended September 30,
	2023		2022
	(In Thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	10,657	$	8,768

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	6,174	$	10,881

Supplemental balance sheet information:


	September 30, 2023		December 31, 2022
	(In Thousands)
Operating leases:
Operating right-of-use asset	$	25,028	$	27,205

Accrued liabilities and other	$	8,517	$	7,620
Operating lease liabilities	16,504		19,419
Total operating lease liabilities	$	25,021	$	27,039

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Additional operating lease information:


	September 30, 2023		December 31, 2022
Weighted average remaining lease term:
Operating leases	3.77 years		4.51 years

Weighted average discount rate:
Operating leases	9.92	%	9.93	%

Future minimum lease payments by year and in the aggregate, under non-cancelable operating leases with terms in excess of one year, consist of the following at September 30, 2023:


	Operating Leases
	(In Thousands)

Remainder of 2023	$	3,228
2024	9,683
2025	6,204
2026	5,368
2027	2,523
Thereafter	2,780
Total lease payments	29,786
Less imputed interest	(4,765)
Total lease liabilities	$	25,021

Lessor Accounting

Our leased equipment primarily consists of amine plants, gas coolers, and other production equipment. Certain of our agreements with our customers for rental equipment contain an operating lease component under ASC 842 because (i) there are identified assets, (ii) the customer has the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use, and (iii) the customer directs the use of the identified assets throughout the period of use. We have elected to apply the practical expedient provided to lessors to combine the lease and non-lease component of a contract where the revenue recognition pattern is the same and where the lease component, when accounted for separately, would be considered an operating lease. The practical expedient also allows a lessor to account for the combined lease and non-lease components under ASC 606, Revenue from Contracts with Customers, when the non-lease component is the predominant element of the combined component.

Our lease agreements generally have contract terms based on monthly rates. Lease revenue is recognized straight-line based on these monthly rates. We do not provide an option for the lessee to purchase the rented assets at the end of the lease and the lessees do not provide residual value guarantees on the rented assets.

We recognized operating lease revenue, which is included in “Equipment rentals” on the consolidated statements of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In Thousands)				(In Thousands)
Equipment rentals	$	4,197	$	3,869	$	13,084	$	10,987

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The following table presents the maturity of lease payments for operating lease agreements in effect as of September 30, 2023. This presentation includes minimum fixed lease payments and does not include an estimate of variable lease consideration. These agreements have remaining lease terms ranging from 1 month to 6 years. The following table presents the undiscounted cash flows expected to be received related to these agreements:


	2023		2024		2025		2026		2027		Thereafter
	(In Thousands)
Future minimum lease revenue	$	3,933	$	9,221	$	2,382	$	1,576	$	1,576	$	2,233

NOTE 5 — LONG-TERM DEBT AND OTHER BORROWINGS

Long-term debt consists of the following:


		September 30, 2023		December 31, 2022
	Scheduled Maturity	(In Thousands)
Credit Agreement (1)	June 29, 2025	$	—	$	6,312
Spartan Credit Agreement (2)	October 17, 2025	46,618		54,912
7.50% First Lien Notes due 2025 (3)	April 1, 2025	400,140		400,293
10.00%/10.75% Second Lien Notes due 2026 (4)	April 1, 2026	172,583		172,499
Total long-term debt		619,341		634,016
Other borrowings (5)	Various	14,869		14,129
Total long-term debt and other borrowings		$	634,210	$	648,145

(1) As there was no outstanding balance on the Credit Agreement, associated deferred financing costs of $0.3 million as of September 30, 2023 were classified as other long-term assets on the accompanying consolidated balance sheet. Balances as of December 31, 2022 are net of unamortized deferred financing costs of $0.4 million.

(2) Net of unamortized deferred financing costs of $0.6 million and $0.6 million as of September 30, 2023 and December 31, 2022, respectively.

(3) Net of unamortized deferred financing costs of $1.5 million and $2.3 million as of September 30, 2023 and December 31, 2022, respectively, unamortized discount of $0.1 million and $0.1 million as of September 30, 2023 and December 31, 2022, respectively, and deferred restructuring gain of $1.7 million and $2.7 million as of September 30, 2023 and December 31, 2022, respectively.

(4) Net of unamortized deferred financing costs of $1.5 million and $1.9 million, unamortized discount of $0.5 million and $0.7 million, and deferred restructuring gain of $1.9 million and $2.4 million as of September 30, 2023 and December 31, 2022, respectively.

(5) Includes $7.4 million and $5.4 million of current liability classified as Accrued liabilities and other, and $7.5 million and $8.7 million classified as Other long-term liabilities on the accompanying consolidated balance sheet as of September 30, 2023 and December 31, 2022, respectively.

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, 2023.

See Note 6 – “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

On June 30, 2022, the Partnership, CSI Compressco Sub Inc. and CSI Compressco Operating LLC (collectively with the Partnership and CSI Compressco Sub Inc., the “Borrowers”), and certain subsidiaries of the Partnership named therein as guarantors (the “Guarantors”), entered into that certain Fifth Amendment to Loan and Security Agreement (the “Fifth Amendment”) with the Lenders (as defined below) party thereto, and Bank of America, N.A., in its capacity as administrative agent (in such capacity, “Administrative Agent”), collateral agent, letter of credit issuer and swing line lender.

The Fifth Amendment amends and modifies that certain Loan and Security Agreement among the Borrowers, the Guarantors, the financial institutions from time to time party thereto as lenders (the “Lenders”) and the Administrative Agent dated as of June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Fifth Amendment provided for changes and modifications to the Credit Agreement as set forth therein, which include, among other things, the reduction of the

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reserve to $3.5 million and the extension of the Termination Date (as defined in the Credit Agreement) from June 29, 2023 to June 29, 2025.

As of September 30, 2023, and 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 $30.1 million.

The maturity date of the Credit Agreement is June 29, 2025. As of September 30, 2023 we had no outstanding balance and $1.4 million in letters of credit against our Credit Agreement.

Spartan Credit Agreement

As of September 30, 2023, and subject to compliance with the covenants, borrowing base, and other provisions of the agreements that may limit borrowings under the Spartan Credit Agreement, we had availability of $22.6 million.

As of September 30, 2023, we had $47.2 million outstanding and no letters of credit against the Spartan Credit Agreement and the maturity date of the Spartan Credit Agreement is October 17, 2025.

7.50% First Lien Notes due 2025

As of September 30, 2023, our 7.50% First Lien Notes due 2025 (the “First Lien Notes”) had $400.1 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, 2023, our 10.000%/10.750% Second Lien Notes due 2026 (the “Second Lien Notes”) had $172.6 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”).

As of September 30, 2023, our principal amount outstanding included $7.2 million of PIK notes.

Finance Agreements

During 2022, CSI Compressco Leasing LLC and CSI Compressco Operating LLC (individually and collectively as Debtor), with CSI Compressco LP (as Guarantor), entered into a Master Equipment Finance Agreement with a third party in the amount of $14.1 million to finance certain compression equipment. The note is payable in monthly installments of $0.4 million for 36 months. The current portion of this amount is classified in accrued liabilities and other and the long-term portion is classified in other long-term liabilities on the accompanying consolidated balance sheet.

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During the first quarter of 2023, CSI Compressco Leasing LLC and CSI Compressco Operating LLC (individually and collectively as Debtor), with CSI Compressco LP (as Guarantor), entered into a Master Equipment Finance Agreements with a third party totaling $5.1 million to finance certain compression equipment. The notes are payable in monthly installments totaling $0.2 million for 36 months. The current portion of these amounts are classified in accrued liabilities and other and the long-term portion is classified in other long-term liabilities on the accompanying consolidated balance sheet.

NOTE 6 — RELATED PARTY TRANSACTIONS

Spartan and General Partner Ownership

As of September 30, 2023, Spartan’s ownership interest in us was approximately 45.2%, with the common units held by the public representing an approximate 55% interest in us. As of September 30, 2023, Spartan’s ownership was through various wholly owned subsidiaries and consisted of approximately 44.9% of the limited partner interests plus the approximate 0.5% general partner interest. As a result of its ownership of common units and its general partner interest in us, Spartan received distributions of $1.9 million during the nine months ended September 30, 2023 and 2022.

Indemnification Agreement

We have entered into indemnification agreements with each of our current directors and officers with regard to their services as a director or officer, in order to enhance the indemnification rights provided under Delaware law and our Partnership Agreement. The individual indemnification agreements provide each such director or officer with the right to receive his or her costs of defense if he or she is made a party or witness to any proceeding other than a proceeding brought by or in the right of us, provided that such director or officer has not acted in bad faith or engaged in fraud with respect to the action that gave rise to his or her participation in the proceeding.

NOTE 7 — FAIR VALUE MEASUREMENTS

Fair 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.

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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, 2023, 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

2,316

17.27

10/12/2023

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, 2023 we recognized $0.02 million and $0.4 million, respectively, of net (gains) losses associated with our foreign currency derivatives program. During the three and nine-month periods ended September 30, 2022, we recognized and $0.04 million and $1.5 million, respectively, of net (gains) losses associated with our foreign currency derivatives program. 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, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In Thousands)

7.50% First Lien Notes	$	400,000	$	389,000	$	400,000	$	373,000
10.00%/10.75% Second Lien Notes	172,717		152,855		172,717		136,446
	$	572,717	$	541,855	$	572,717	$	509,446

Other

The fair values of cash, accounts receivable, accounts payable, accrued liabilities and variable-rate long-term debt pursuant to our revolving credit facility approximate their carrying amounts due to the short-term nature of these items.

NOTE 8 — INCOME TAXES

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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. State tax expense relating to the Texas franchise tax liability is included in the provision for income taxes. 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 rates for the nine-month periods ended September 30, 2023 and September 30, 2022 were negative 37.9% and negative 16.1%, respectively, 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.

NOTE 9 — 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, or cash flows.

NOTE 10 — SUBSEQUENT EVENTS

On October 19, 2023, the board of directors of our general partner declared a cash distribution attributable to the quarter ended September 30, 2023 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 14, 2023 to each of the holders of common units of record as of the close of business on October 30, 2023.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Partnership’s financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included in “Item 1. Financial Statements” contained herein. In addition, the following discussion and analysis also should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 13, 2023 (“2022 Annual Report”). This discussion includes forward-looking statements that involve certain risks and uncertainties.

Business Overview

We provide services including natural gas compression and treating services. Natural gas compression equipment is used for natural gas and oil production, gathering, artificial lift, production enhancement, transmission, processing, and storage. We also provide a variety of natural gas treating services. Our compression business includes a fleet of approximately 4,500 compressor packages providing approximately 1.2 million in aggregate horsepower, utilizing a full spectrum of low-, medium-, and high-horsepower engines. Our treating fleet includes amine units, gas coolers, and related equipment. Our aftermarket business provides compressor package overhaul, repair, engineering and design, reconfiguration and maintenance services, as well as the sale of compressor package parts and components manufactured by third-party suppliers. Our customers operate throughout many of the onshore producing regions of the United States, as well as in a number of international locations, including Mexico, Canada, Argentina, and Chile.

Demand for our services is directly driven by the production of crude oil and associated natural gas from unconventional shale plays, production of natural gas from conventional plays, and the transmission of natural gas to and within sales pipelines. Our fleet of compressors, ranging from 20 to 2,500 horsepower per unit, allows us to service our customers’ compression needs at the wellhead through high-horsepower compression needs at centralized gathering and gas lift facilities.

Oil and natural gas commodity prices gained strength through the first half of 2022 before remaining relatively stable with a slight decline the remainder of 2022 and third quarter of 2023. West Texas Intermediate oil prices reached an average of $82 per barrel in the third quarter of 2023, a $11 per barrel decrease from the third quarter of 2022. Over this same time period, Henry Hub U.S. natural gas prices reached an average of $2.59 per million British thermal units, a $5.44 decrease from the third quarter of 2022. While there has been a decline in

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commodity prices, they remain at strong levels. Accordingly, we did not have a negative impact in the demand for our contract services, aftermarket services and equipment rentals. Our compression fleet utilization increased to 87.6% as of September 30, 2023 compared to 85.1% as of September 30, 2022. In addition, as a result of the increased customer demand, we were able to implement price increases on many of our compression contracts. Revenue from contract services increased each quarter in 2023 and this trend continues. The strengthening market environment has increased competition for field and corporate employees. Supply chain issues, increased commodity prices, and inflationary pressures have increased costs and impacted the availability of our parts and supplies. External factors including Russia’s invasion of Ukraine, recent events in the Middle East, inflationary pressures, and related monetary policy, such as Federal Reserve rate increases, could adversely affect our results of operations, impair our ability to raise capital, or otherwise adversely impact our ability to realize certain business strategies. We continue to monitor these risks and take the necessary actions to mitigate them. We have and will continue to evaluate the sale of non-core assets, including our low-horsepower compression fleet. We can provide no assurance that we will consummate a future sale of our low-horsepower compression fleet.

With the rapidly changing market environment, we will continue to proactively manage our capital allocation strategies, our liquidity requirements and monitor our expenses and financial performance. In addition, continued capital discipline throughout the energy sector may limit production growth even as the economy recovers from these external factors. Despite challenging and changing market conditions, we will continue to maintain our commitment to safety and service quality for our customers.

Results of Operations

The following data should be read in conjunction with the Consolidated Financial Statements and the associated Notes contained elsewhere in this document.

Three months ended September 30, 2023 compared to three months ended September 30, 2022


	Three Months Ended September 30,
					Period-to-Period Change		Percentage of Total Revenues				Period-to-Period Change
Consolidated Results of Operations	2023		2022		2023 vs. 2022		2023		2022		2023 vs. 2022
	(In Thousands)
Revenues:
Contract services	$	71,457	$	67,492	$	3,965	71.7	%	71.1	%	5.9	%
Aftermarket services	23,686		23,192		494		23.8	%	24.4	%	2.1	%
Equipment rentals	4,197		3,869		328		4.2	%	4.1	%	8.5	%
Equipment sales	367		342		25		0.4	%	0.4	%	7.3	%
Total revenues	99,707		94,895		4,812		100.0	%	100.0	%	5.1	%
Cost of revenues:
Cost of contract services	35,153		34,793		360		35.3	%	36.7	%	1.0	%
Cost of aftermarket services	18,202		18,056		146		18.3	%	19.0	%	0.8	%
Cost of equipment rentals	555		563		(8)		0.6	%	0.6	%	(1.4)	%
Cost of equipment sales	411		66		345		0.4	%	0.1	%	522.7	%
Total cost of revenues	54,321		53,478		843		54.5	%	56.4	%	1.6	%
Depreciation and amortization	19,256		19,867		(611)		19.3	%	20.9	%	(3.1)	%
Impairments and other charges	—		135		(135)		—	%	0.1	%	(100.0)	%

Selling, general, and administrative expense	11,686		10,731		955		11.7	%	11.3	%	8.9	%

Interest expense, net	13,410		12,615		795		13.4	%	13.3	%	6.3	%

Other (income) expense, net	1,772		1,661		111		1.8	%	1.8	%	6.7	%
Loss before taxes and discontinued operations	(738)		(3,592)		2,854		(0.7)	%	(3.8)	%	(79.5)	%
Provision for income taxes	209		940		(731)		0.2	%	1.0	%	(77.8)	%
Loss from continuing operations	(947)		(4,532)		3,585		(0.9)	%	(4.8)	%	(79.1)	%
Income (loss) from discontinued operations, net of taxes	—		81		(81)		—	%	0.1	%	(100.0)	%
Net loss	$	(947)	$	(4,451)	$	3,504	(0.9)	%	(4.7)	%	(78.7)	%

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Revenues

Contract services revenues increased $4.0 million or 5.9%, in the current year quarter compared to the prior year quarter. The increase in revenues is due to an increase in activity levels. Compression fleet horsepower utilization and operating horsepower both increased in the third quarter of 2023 compared to the prior year quarter. In addition, due to the improved market conditions, we implemented price increases, while extending contract terms to protect against inflation. Operating horsepower increased compared to the prior year quarter due to the deployment of new compressor units in 2023 and the redeployment of idle compressor units throughout 2023.

Aftermarket services revenues increased $0.5 million or 2.1% during the current year quarter compared to the prior year quarter due to increased demand for compression parts and services resulting from an increase in activity levels by our customers. With the stabilization in market conditions and the strong oil and gas commodity prices, customers have increased production of oil and gas which, in turn, increased the demand for parts and services needed to maintain their compression fleet.

Equipment rentals revenues increased $0.3 million or 8.5% during the current year quarter compared to the prior year quarter due to an increase in the number of revenue-generating gas coolers, an increase in customer demand, and higher activity levels.

Equipment sales revenues remained consistent during the current year quarter compared to the prior year quarter.

Cost of revenues

Cost of contract services revenue increased compared to the prior year quarter consistent with increased revenues. This increase is primarily due to inflationary pressures which have resulted in increased costs in certain operating cost categories including parts, field labor, and outside service costs.

Cost of aftermarket services revenues increased compared to the prior year quarter consistent with the increase in associated revenues.

Cost of equipment rentals remained consistent during the current quarter despite an increase in the corresponding revenues due to rate increases. Additionally, to support the growth in the gas cooler rental business, equipment rental expense increased compared to the prior year period.

Cost of equipment sales increased during the current year quarter despite consistent revenues due to selling aged units with remaining book values.

Depreciation and amortization

Depreciation and amortization expense consists primarily of the depreciation of compressor packages in our service fleet. In addition, it includes the depreciation of other operating equipment and facilities and the amortization of intangibles. Depreciation and amortization expense remained relatively consistent compared to the prior year quarter.

Selling, general, and administrative expense

Selling, general, and administrative expenses increased during the current year quarter compared to the prior year quarter due to increased salaries and wages and other sales expenses.

Interest expense, net

Interest expense, net, increased during the current year quarter compared to the prior year quarter due primarily to increased expenses associated with the balances associated with our credit agreements.

Other (income) expense, net

Other (income) expense, net, was $1.8 million of expense, net, during the current year quarter compared to $1.7 million of expense, net, during the prior year quarter. The change in other (income) expense, net was driven by

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increased investment income primarily from our operations in Mexico and Argentina and increased foreign currency gains offset by losses on the disposals of assets.

Provision for 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 current year quarter was negative 28.3% 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.

Income (Loss) from discontinued operations, net of tax

Loss from discontinued operations, net of tax was $0.1 million gain from the prior year quarter related to the warranty reserve not being utilized. The Partnership exited the new unit sales business during 2020, with final deliveries made in October 2020.

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Results of Operations

Nine months ended September 30, 2023 compared to nine months ended September 30, 2022.


	Nine Months Ended September 30,
					Period-to-Period Change		Percentage of Total Revenues				Period-to-Period Change
Consolidated Results of Operations	2023		2022		2023 vs. 2022		2023		2022		2023 vs. 2022
	(In Thousands)
Revenues:
Contract services	$	211,625	$	194,647	$	16,978	73.5	%	75.0	%	8.7	%
Aftermarket services	62,246		52,273		9,973		21.6	%	20.1	%	19.1	%
Equipment rentals	13,084		10,987		2,097		4.5	%	4.2	%	19.1	%
Equipment sales	902		1,522		(620)		0.3	%	0.6	%	(40.7)	%
Total revenues	287,857		259,429		28,428		100.0	%	100.0	%	11.0	%
Cost of revenues:
Cost of contract services	107,747		99,418		8,329		37.4	%	38.3	%	8.4	%
Cost of aftermarket services	49,340		42,051		7,289		17.1	%	16.2	%	17.3	%
Cost of equipment rentals	1,665		1,530		135		0.6	%	0.6	%	8.8	%
Cost of equipment sales	867		683		184		0.3	%	0.3	%	26.9	%
Total cost of revenues	159,619		143,682		15,937		55.5	%	55.4	%	11.1	%
Depreciation and amortization	57,193		58,572		(1,379)		19.9	%	22.6	%	(2.4)	%
Impairments and other charges	—		135		(135)		—	%	0.1	%	(100.0)	%

Selling, general, and administrative expense	33,956		32,483		1,473		11.8	%	12.5	%	4.5	%

Interest expense, net	40,472		37,552		2,920		14.1	%	14.5	%	7.8	%

Other (income) expense, net	1,065		2,530		(1,465)		0.4	%	1.0	%	(57.9)	%
Loss before taxes and discontinued operations	(4,448)		(15,525)		11,077		(1.5)	%	(6.0)	%	(71.3)	%
Provision for income taxes	1,685		2,497		(812)		0.6	%	1.0	%	(32.5)	%
Loss from continuing operations	$	(6,133)	$	(18,022)	$	11,889	(2.1)	%	(6.9)	%	(66.0)	%
Income (loss) from discontinued operations, net of taxes	$	—	$	173	$	(173)	—	%	0.1	%	(100.0)	%
Net loss	$	(6,133)	$	(17,849)	$	11,716	(2.1)	%	(6.9)	%	(65.6)	%

Revenues

Contract services revenues increased by $17.0 million, or 8.7%, in the current year period compared to the prior year period due to an increase in activity levels. Compression fleet utilization and operating horsepower both increased in 2023 compared to the prior year. In addition, due to the improved market conditions, we implemented price increases, while extending contract terms to protect against inflation resulting in increased revenues. Operating horsepower increased compared to the prior year period due to the deployment of new compressor units in 2023 and the redeployment of idle compressor units throughout 2023.

Aftermarket services revenues increased $10.0 million, or 19.1%, during the current year period compared to the prior year period due to increased demand for compression parts and services resulting from an increase in activity levels by our customers. With the improvement in market conditions and the strong oil and gas commodity prices, customers have increased production of oil and gas which, in turn, increased the demand for parts and services needed to maintain their compression fleet.

Equipment rentals revenues increased $2.1 million or 19.1% during the current year period compared to the prior year quarter due to an increase in the number of revenue-generating gas coolers, an increase in customer demand, and higher activity levels.

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Equipment sales revenues decreased $0.6 million or 40.7% during the current year period compared to the prior year period due to a decrease in used unit sales.

Cost of revenues

Cost of contract services increased compared to the prior year period consistent with increased revenues. The increase is primarily due to the effect of inflation which have resulted in increased costs in certain operating cost categories including parts, field labor, and outside service costs.

Cost of aftermarket services increased during the current year consistent with increased revenues.

Cost of equipment rentals increased during the current period due to the increase in the corresponding revenues. Additionally, to support the growth in the gas cooler rental business, equipment rental expense increased compared to the prior year period.

Cost of equipment sales increased during the current year as a result of selling aged units with remaining book values.

Depreciation and amortization

Depreciation and amortization expense consists primarily of the depreciation of compressor packages in our service fleet. In addition, it includes the depreciation of other operating equipment and facilities and the amortization of intangibles. Depreciation and amortization expense decreased compared to the prior year due to long-lived asset disposals that reduced the amount of our assets subject to depreciation.

Selling, general, and administrative expense

Selling, general, and administrative expenses increased during the current year period compared to the prior year period due to increased salaries and wages and other sales expenses offset by decreased consulting services expenses.

Interest expense, net

Interest expense, net, increased $2.9 million compared to the prior year period due primarily to the increased expenses associated with the balances associated with our credit agreements.

Other (income) expense, net

Other (income) expense, net, was $1.1 million of expense during the current year period, compared to $2.5 million of expense during the prior year period was driven by increased investment income primarily from our operations in Mexico and Argentina and foreign currency gains offset by losses on the disposals of assets.

Provision for income taxes

Our effective tax rate for the nine-month period ended September 30, 2023, was negative 37.9% 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.

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Income (Loss) from discontinued operations, net of tax

Loss from discontinued operations, net of tax was $0.2 million gain for the prior year related to the warranty reserve not being utilized. The Partnership exited the new unit sales business during 2020, with final deliveries made in October 2020.

How We Evaluate Our Operations

Operating Expenses. We use operating expenses as a performance measure for our business. We track our operating expenses using month-to-month, quarter-to-quarter, year-to-date, and year-to-year comparisons and as compared to budget. This analysis is useful in identifying adverse cost trends and allows management to investigate the cause of these trends and put corrective measures in place where possible. The most significant portions of our operating expenses are for our field labor, repair and maintenance of our equipment, and fluids cost. The costs of other materials consumed while performing our services, other labor costs, vehicle leases and maintenance cost, rent on facilities and insurance expenses comprise the significant remainder of our operating expenses. Our operating expenses generally fluctuate with our level of activity.

Our labor costs consist primarily of wages and benefits for our field personnel, as well as expenses related to their training and safety. Additional information regarding our operating expenses for the three and nine-month periods ended September 30, 2023 and September 30, 2022 is provided within the Results of Operations sections above.

Adjusted EBITDA. We view Adjusted EBITDA as one of our primary management tools, and we track it on a monthly basis, both in dollars and as a percentage of revenues (typically compared to the prior month, prior year period, and to budget). We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, and before certain charges, including impairments, bad debt expense attributable to bankruptcy of customers, equity compensation, non-cash costs of compressors sold, gain on extinguishment of debt, write-off of unamortized financing costs, and excluding severance and other non-recurring or unusual expenses or charges. Adjusted EBITDA is used as a supplemental financial measure by our management to:

•assess our ability to generate available cash sufficient to make distributions to our common unitholders and general partner;

•evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;

•measure operating performance and return on capital as compared to those of our competitors; and

•determine our ability to incur and service debt and fund capital expenditures.

The following table reconciles net loss to Adjusted EBITDA for the periods indicated:

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In Thousands)
Net loss	$	(947)	$	(4,451)	$	(6,133)	$	(17,849)
Provision for income taxes	209		940		1,685		2,497
Depreciation and amortization	19,256		19,867		57,193		58,572
Impairments and other charges	—		135		—		135
Interest expense, net	13,410		12,615		40,472		37,552
Equity compensation	457		458		1,334		1,232
Transaction costs	—		—		—		210
Severance	88		233		213		233
Non-cash cost of compressors sold	411		66		867		683
Provision for income taxes, depreciation, amortization and impairments attributable to discontinued operations	—		(81)		—		(173)
Outside services costs related to unit disposals	—		—		155		—
Fire Damaged Unit	893		—		893		—
Other	62		—		430		—
Adjusted EBITDA	$	33,839	$	29,782	$	97,109	$	83,092

Free Cash Flow. We define Free Cash Flow as cash from operations less capital expenditures, net of sales proceeds. Management primarily uses this metric to assess our ability to retire debt, evaluate our capacity to further invest and grow, and measure our performance as compared to our peers. The following table reconciles net cash provided by operations to Free Cash Flow for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In Thousands)				(In Thousands)
Net cash provided by operating activities	$	35,162	$	42,395	$	59,788	$	43,964
Capital expenditures, net of sales proceeds	(12,213)		(17,412)		(34,168)		(35,177)

Free cash flow	$	22,949	$	24,983	$	25,620	$	8,787

Net cash provided by operating activities for the nine months ended September 30, 2023 includes $53.8 million of revenues in excess of cash expenses offset by $6.0 million from working capital changes. Net cash provided by operating activities for the nine months ended September 30, 2022 includes $42.4 million of revenue in excess of cash expenses offset by $1.5 million from working capital changes.

Adjusted EBITDA and Free Cash Flow are financial measures that are not in accordance with U.S. GAAP and should not be considered an alternative to net income, operating income, cash from operating activities, or any other measure of financial performance presented in accordance with U.S. GAAP. These measures may not be comparable to similarly titled financial metrics of other entities, as other entities may not calculate Adjusted EBITDA or Free Cash Flow in the same manner as we do. Management compensates for the limitations of Adjusted EBITDA and Free Cash Flow as analytical tools by reviewing the comparable U.S. GAAP measures, understanding the differences between the measures, and incorporating this knowledge into management’s decision-making processes. Adjusted EBITDA and Free Cash Flow should not be viewed as indicative of the actual amount of cash we have available for distributions or that we plan to distribute for a given period, nor should it be equated with “available cash” as defined in our partnership agreement.

Horsepower Utilization Rate of our Compressor Packages. We measure the horsepower utilization rate across our fleet of compressor packages as the amount of horsepower of compressor packages used to provide services as of a particular date, divided by the amount of horsepower of compressor packages in our services fleet as of such date. Management primarily uses this metric to determine our future need for additional compressor packages for our service fleet and to measure marketing effectiveness.

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The following table sets forth the total horsepower in our compression fleet, our total horsepower in service, and our horsepower utilization rate by each horsepower class of our compression fleet as of the dates shown.


	September 30,
	2023		2022
Horsepower in fleet
Low-horsepower (0-100)	118,634		138,133
Medium-horsepower (101-1,000)	402,499		407,739
High-horsepower (1,001 and over)	650,495		654,945
Total horsepower in fleet	1,171,628		1,200,817

Horsepower in service
Low-horsepower (0-100)	66,735		80,293
Medium-horsepower (101-1,000)	338,043		340,278
High-horsepower (1,001 and over)	622,140		601,535
Total horsepower in service	1,026,918		1,022,106

Horsepower utilization
Low-horsepower (0-100)	56.3	%	58.1	%
Medium-horsepower (101-1,000)	84.0	%	83.5	%
High-horsepower (1,001 and over)	95.6	%	91.8	%
Total horsepower utilization rate	87.6	%	85.1	%

The total horsepower utilization rate increased as of September 30, 2023 compared to the prior year period due to an increase in customer activity levels. This was driven by a high commodity price environment for oil and gas and the continued recovery from the impact of the COVID-19 pandemic on the global economy and the energy sector. Market conditions improved in the current year resulting in an increase in total utilization of 2.5% compared to the utilization rate as of September 30, 2022, with meaningful gains in utilization in all horsepower categories. Operating horsepower increased by approximately 4,800 horsepower which includes the redeployment of previously idle horsepower and new high-horsepower compressors placed in service resulting from our growth capital investments.

Net Increases/Decreases in Compression Fleet Horsepower. We measure the net increase (or decrease) in our compression fleet horsepower during a given period by taking the difference between the aggregate horsepower of compressor packages added to the fleet during the period, less the aggregate horsepower of compressor packages removed from the fleet during the period.

Liquidity and Capital Resources

Our primary cash requirements are for distributions, working capital requirements, debt service, normal operating expenses, and capital expenditures. Our potential sources of funds are our existing cash balances, cash generated from our operations, asset sales, and long-term and short-term borrowings, which we believe will be sufficient to meet our working capital and growth capital requirements during 2023. We have secured orders from key customers for high-horsepower and electric compressors which will drive our investment in growth capital and consume liquidity in 2023.

During 2023, oil and gas commodity prices have decreased but remain at a robust level resulting in an increase in activity levels by our customers and higher demand for our products and services. Although uncertainty remains, the outlook for the energy sector continues to be favorable. Despite these uncertainties, we remain committed to a long-term growth strategy. Our near-term focus is to reduce our leverage, preserve and enhance liquidity, and grow our profitability through strategic operating and financial measures. We periodically evaluate engaging in strategic transactions and may consider divesting assets where our evaluation suggests such transactions are in the best interests of our business. We are subject to business and operational risks that could materially and adversely affect our cash flows and, when coupled with risks associated with current debt and equity market conditions, our ability or desire to issue securities. Please refer to Part I, Item 1A “Risk Factors” included in our 2022 Annual Report.

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Following the redeployment of our idle assets, meeting increased demand for our contract services will require ongoing capital expenditure investment, which could be significant. We will determine appropriate funding of future capital expenditures, along with potential acquisitions, on a case-by-case basis. Funding sources may include existing cash balances, cash flow generated from our operations, borrowing against our Credit Facilities, finance leases with third parties, and issuance of equity.

The level of future growth capital expenditures depends on demand for our contract services, the level of cash available to fund these expenditures and our decisions whether to utilize available cash to fund increases in our quarterly common unit distribution, retire debt, or make capital expenditures. Capital expenditures in 2023 are expected to range from $49.0 million to $54.0 million. These capital expenditures include approximately $20.0 million to $23.0 million of maintenance capital expenditures and approximately $26.0 million to $28.0 million of capital expenditures primarily associated with the expansion of our contract services fleet and $3.0 million to $4.0 million of capital expenditures related to investments in technology and facilities. The increase in capital expenditure guidance, when compared to the prior quarter, is offset by the redeployment of cash proceeds from the Egypt asset sale of $5.8 million. We expect cash on hand and cash generated from operations will be sufficient to meet cash needs throughout 2023.

Cash Flows

A summary of our sources (uses) of cash during the nine months ended September 30, 2023 and 2022 is as follows:


	Nine Months Ended September 30,
	(In Thousands)
	2023		2022
Operating activities	$	59,788	$	43,964
Investing activities	(34,168)		(35,177)
Financing activities	(18,593)		288

Operating Activities

Net cash provided by operating activities increased by $15.8 million compared to the prior year period. Our cash provided by operating activities is primarily generated from the provision of contract compression and treating services. The increase in cash provided by operating activities was primarily due to changes in working capital, particularly related to collections of accounts receivable, and timing of payments of accounts payable.

Cash provided from our foreign operations is subject to various uncertainties, including the volatility associated with interruptions caused by customer budgetary decisions, uncertainties regarding the renewal of our existing customer contracts and other changes in contract arrangements, the timing of collection of our receivables, and the repatriation of cash generated by our international operations.

Investing Activities

Capital expenditures during the nine months ended September 30, 2023 remained consistent compared to the same period in 2022. Maintenance capital expenditures increased during the nine months ended September 30, 2023 compared to the prior year period. Total capital expenditures during 2023 were $39.9 million, offset by $0.9 million from compression units sold. Total capital expenditures for the current period include $16.4 million of maintenance capital expenditures.

The level of growth capital expenditures depends on our ability to redeploy existing fleet equipment and demand for compression services. Improved market conditions have provided opportunities with our customer base

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to provide new compression horsepower, resulting in increased growth capital. If the demand for compression services increases or decreases, the amount of planned expenditures on growth and expansion will be adjusted. We continue to review all capital expenditure plans carefully in an effort to conserve cash and fund our liquidity needs.

Financing Activities

Distributions. During the nine months ended September 30, 2023, we distributed $4.3 million of cash distributions to our common unitholders and general partner.

Long-Term Debt

Credit Agreement. Our Credit Agreement provides for maximum credit commitments of $35.0 million and includes a $3.5 million reserve which results in reduced borrowing availability. As of September 30, 2023, we had no outstanding balance under the Credit Agreement and $1.4 million in letters of credit against our Credit Agreement resulting in $30.1 million available to borrow. As of October 30, 2023, we had $12.0 million outstanding under our Credit Agreement and $1.3 million in letters of credit, resulting in $18.2 million of availability.

Spartan Credit Agreement. The Spartan Credit Agreement provides for maximum credit commitments of $70.0 million. As of September 30, 2023, we had $47.2 million outstanding, no letters of credit and $22.6 million of availability. As of October 30, 2023, we had $46.6 million outstanding, no letters of credit, and $23.2 million of availability.

See Note 5 – “Long-Term Debt and Other Borrowings” in the Notes to Consolidated Financial Statements in this Quarterly Report for further information regarding our 7.50% First Lien Notes due 2025 and 10.000%/10.750% Second Lien Notes due 2026.

Finance Agreements. During the year ended December 31, 2022, we entered into Master Finance Agreements with a third party in the amount of $16.6 million to finance certain compression equipment. The notes are payable in monthly installments totaling $0.5 million for 36 months. The current portion of this amount is classified in accrued liabilities and other and the long-term portion is classified in other long-term liabilities on the accompanying consolidated balance sheet.

Leases. We have operating leases for some of our office space, warehouse space, operating locations, and machinery and equipment. Our leases have remaining lease terms up to 10 years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months.

Off Balance Sheet Arrangements

As of September 30, 2023, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.

Critical Accounting Policies and Estimates

There have been no material changes or developments in the evaluation of the accounting estimates and the underlying assumptions or methodologies pertaining to our Critical Accounting Policies and Estimates disclosed in our 2022 Annual Report. In preparing our consolidated financial statements, we make assumptions, estimates, and judgments that affect the amounts reported. These judgments and estimates may change as new events occur, as new information is acquired, and as changes in our operating environments are encountered. Actual results are likely to differ from our current estimates, and those differences may be material.

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For a discussion of new accounting pronouncements that may affect our consolidated financial statements, see Note 1 – “Organization, Basis of Presentation, and Significant Accounting Policies, New Accounting Pronouncements,” in the Notes to Consolidated Financial Statements in this Quarterly Report.

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 these 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, or cash flows.

Cautionary Statement for Purposes of Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” and information based on our beliefs and those of our general partner. Forward-looking statements in this Quarterly Report are identifiable by the use of the following words, the negative of such words, and other similar words: “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “goal”, “intends”, “may”, “might”, “plans”, “predicts”, “projects”, “seeks”, “should, “targets”, “will” and “would”.

Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our 2022 Annual Report, and those described from time to time in our future reports filed with the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer of our general partner, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of the quarter ended September 30, 2023. Based on this evaluation, the Principal Executive Officer and Principal Financial Officer of our general partner concluded that our disclosure controls and procedures were effective as of September 30, 2023, the end of the period covered by this Quarterly Report.

There were no other changes in the internal control over financial reporting that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

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Item 1A. Risk Factors.

There have been no material changes in the information pertaining to our Risk Factors as disclosed in our 2022 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) None.

Period

Total Number
of Units Purchased

Average
Price
Paid per Unit

Total Number of Units Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Publicly Announced
Plans or Programs

July 1 – July 31, 2023

—

N/A

August 1 – August 31, 2023

—

N/A

September 1 – September 30, 2023

—

N/A

Total

—

N/A

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibits:



31.1*			Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Certification of Principal Executive Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Principal Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH+			XBRL Taxonomy Extension Schema Document
101.CAL+			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+			XBRL Taxonomy Extension Label Linkbase Document
101.PRE+			XBRL Taxonomy Extension Presentation Linkbase Document
104*			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed with this report.

** Furnished with this report.

+ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and nine-month periods ended September 30, 2023 and 2022; (ii) Consolidated Statements of Comprehensive Income for the three and nine-month periods ended September 30, 2023 and 2022; (iii) Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022; (iv) Consolidated Statement of Partners’ Capital for the nine-month periods ended September 30, 2023 and 2022; (v) Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2023 and 2022; and (iv) Notes to Consolidated Financial Statements for the nine months ended September 30, 2023.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		CSI COMPRESSCO LP
		By:	CSI Compressco GP LLC,
			its General Partner

Date:	November 2, 2023	By:	/s/John E. Jackson
			John E. Jackson
			Chief Executive Officer
			Principal Executive Officer

Date:	November 2, 2023	By:	/s/Jonathan W. Byers
			Jonathan W. Byers
			Chief Financial Officer
			Principal Financial Officer

Date:	November 2, 2023	By:	/s/Riplee L. Parkening
			Riplee L. Parkening
			Controller
			Principal Accounting Officer