
PART I. FINANCIAL INFORMATION Financial Statements Q1 2020 revenues were $179.0 million, but a $619.4 million goodwill impairment led to a $602.5 million net loss, reducing total assets to $3.10 billion Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :--- | :--- | :--- | | Total Revenues | $178,999 | $170,746 | | Operating Income (Loss) | $(569,710) | $35,528 | | Impairment of Goodwill | $619,411 | $0 | | Net Income (Loss) | $(602,461) | $6,587 | | Net Loss per Common Unit | $(6.36) | $(0.02) | Condensed Consolidated Balance Sheets Highlights (in thousands) | Metric | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Total Current Assets | $223,700 | $230,923 | | Goodwill | $0 | $619,411 | | Total Assets | $3,103,087 | $3,730,407 | | Total Current Liabilities | $162,322 | $189,375 | | Long-term Debt, net | $1,909,578 | $1,852,360 | | Total Liabilities | $2,109,162 | $2,072,500 | | Total Partners' Capital | $516,616 | $1,180,598 | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $50,077 | $47,769 | | Net Cash Used in Investing Activities | $(42,070) | $(34,653) | | Net Cash Used in Financing Activities | $(8,015) | $(12,988) | Notes to Unaudited Condensed Consolidated Financial Statements Notes detail accounting policies, including Topic 326 adoption, a $619.4 million goodwill impairment in Q1 2020, and details on long-term debt and new unit commitments - The company adopted Topic 326 for credit losses on January 1, 2020, which requires immediate recognition of estimated credit losses over the life of financial assets30 - A goodwill impairment of $619.4 million was recognized for the three months ended March 31, 2020, triggered by declines in common unit market price, global commodity prices, and the COVID-19 pandemic6062 - As of March 31, 2020, the company had total long-term debt of $1.91 billion, consisting of a revolving credit facility and two series of senior notes, and was in compliance with all debt covenants7374 - The company had binding commitments of $33.5 million for new compression units and parts as of March 31, 2020, expected to be settled during the remainder of 2020102 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses COVID-19 and oil price impacts, resulting in a $602.5 million net loss despite revenue growth, leading to 25% capital spending cuts and 10% operating expense reductions - The company's business is negatively impacted by the COVID-19 pandemic and the significant surplus in oil supply, leading to reduced demand for compression services and cuts in customer capital spending113118 - In response to market uncertainty, the company has cut its 2020 growth capital spending budget by 25% and reduced operating expenses by 10%124 Key Operating Metrics | Metric | Q1 2020 | Q1 2019 | % Change | | :--- | :--- | :--- | :--- | | Fleet Horsepower (at period end) | 3,705,550 | 3,619,898 | 2.4% | | Average Horsepower Utilization | 92.5% | 94.2% | (1.8)% | | Avg. Revenue per Revenue Generating HP/Month | $16.89 | $16.45 | 2.7% | Non-GAAP Financial Measures (in thousands) | Metric | Q1 2020 | Q1 2019 | % Change | | :--- | :--- | :--- | :--- | | Gross Operating Margin | $119,834 | $113,721 | 5.4% | | Adjusted EBITDA | $106,184 | $101,377 | 4.7% | | Distributable Cash Flow (DCF) | $54,702 | $54,852 | (0.3)% | | DCF Coverage Ratio | 1.08x | 1.16x | (6.9)% | Quantitative and Qualitative Disclosures About Market Risk The company faces indirect commodity price, interest rate, and credit risks, with $459.3 million in variable-rate debt and heightened credit risk from COVID-19 and oil market volatility - The company has no direct exposure to commodity prices, but a sustained decline in oil and gas prices could reduce demand for its services, with a 1% decrease in average revenue generating horsepower resulting in an annual revenue decrease of approximately $6.7 million194 - As of March 31, 2020, the company had $459.3 million of variable-rate debt, where a 1% change in the effective interest rate would result in an annual interest expense change of approximately $4.6 million195 - Credit risk is elevated due to the COVID-19 pandemic and oil market volatility, which could affect customers' ability to pay for services197 Controls and Procedures Management concluded disclosure controls were effective as of March 31, 2020, with no material changes in internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2020199 - No changes in internal control over financial reporting occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls200 PART II. OTHER INFORMATION Legal Proceedings The company does not expect ordinary course legal proceedings to have a material adverse effect on its financial position, results of operations, or cash flows - In management's opinion, the resolution of ordinary course legal proceedings is not expected to have a material adverse effect on the company's consolidated financial position, results of operations, or cash flows203 Risk Factors The company faces significant risks from COVID-19 and oil market turmoil, potentially impacting demand, customer financial health, revenues, and distributions, alongside heightened counterparty credit risk - The COVID-19 pandemic and recent oil market developments are identified as major risk factors that could adversely affect the company's business and results of operations205 - Potential consequences include deterioration of customer financial conditions, renegotiation of service contracts at lower rates, and a negative impact on the company's ability to pay distributions and service debt207 - A long-term reduction in demand for natural gas or crude oil could adversely affect demand for the company's compression services and the prices it can charge210 - The company is exposed to heightened counterparty credit risk, as weak economic conditions could make it difficult for customers, suppliers, or vendors to meet their obligations213 Exhibits This section lists exhibits filed with the Form 10-Q, including partnership agreements, CEO/CFO certifications, and financial statements in Inline XBRL format - The report includes standard exhibits such as the Certificate of Limited Partnership, the Second Amended and Restated Agreement of Limited Partnership, and CEO/CFO certifications pursuant to Sarbanes-Oxley215