UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file no.: 001-33078
Exterran Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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22-3935108
(I.R.S. Employer
Identification No.) |
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16666 Northchase Drive, Houston, Texas
(Address of principal executive offices)
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77060
(Zip code) |
(281) 836-7000
(Registrants telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
Common Units representing limited partner interests
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NASDAQ Global Market |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15 (d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of the registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The aggregate market value of common units held by non-affiliates of the registrant
(treating directors and executive officers of the registrants general partner and holders of 5% or
more of the common units outstanding, for this purpose, as if they were affiliates of the
registrant) as of June 30, 2010, the last business day of the registrants most recently completed
second fiscal quarter was $133,432,253. This calculation does not reflect a determination that such
persons are affiliates for any other purpose.
As of February 17, 2011, there were 27,354,344 common units and 4,743,750 subordinated units
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
PART I
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. All statements other than statements of
historical fact contained in this report are forward-looking statements, including, without
limitation, statements regarding our business growth strategy and projected costs; future financial
position; the sufficiency of available cash flows to fund continuing operations; the sufficiency of
available cash flows to make cash distributions; the expected amount of our capital expenditures;
future revenue, gross margin and other financial or operational measures related to our business;
the future value of our equipment; plans and objectives of our management for our future
operations; and any potential contribution of additional assets from Exterran Holdings, Inc.
(individually, and together with its wholly-owned subsidiaries, Exterran Holdings) to us. You can
identify many of these statements by looking for words such as believes, expects, intends,
projects, anticipates, estimates, will continue or similar words or the negative thereof.
The forward-looking statements included in this report are also affected by the risk factors
described below in Part I, Item 1A (Risk Factors) and Part II, Item 7 (Managements Discussion
and Analysis of Financial Condition and Results of Operations) of this report and those set forth
from time to time in our filings with the Securities and Exchange Commission (SEC), which are
available through our Investor Relations link at www.exterran.com and through the SECs
Electronic Data Gathering and Retrieval System (EDGAR) at www.sec.gov. Important factors
that could cause our actual results to differ materially from the expectations reflected in these
forward-looking statements include, among other things:
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conditions in the oil and gas industry, including a sustained decrease in the level of
supply or demand for oil or natural gas and the impact on the price of oil or natural gas,
which could cause a decline in the demand for our natural gas compression services; |
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reduced profit margins or the loss of market share resulting from competition or the
introduction of competing technologies by other companies; |
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our dependence on Exterran Holdings to provide services and compression equipment,
including its ability to hire, train and retain key employees and to timely and cost
effectively obtain compression equipment and components necessary to conduct our business; |
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our dependence on and the availability of cost caps from Exterran Holdings to generate
sufficient cash to enable us to make cash distributions at our current distribution rate; |
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changes in economic or political conditions, including terrorism and legislative changes; |
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the inherent risks associated with our operations, such as equipment defects,
impairments, malfunctions and natural disasters; |
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an Internal Revenue Service challenge to our valuation methodologies, which may result in
a shift of income, gains, losses and/or deductions between our general partner and our
unitholders; |
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the risk that counterparties will not perform their obligations under our financial
instruments; |
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the financial condition of our customers; |
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our ability to implement certain business and financial objectives, such as: |
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growing our asset base and asset utilization, particularly for our fleet of
compressors; |
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integrating acquired businesses; |
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generating sufficient cash; |
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accessing the capital markets at an acceptable cost; and |
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purchasing additional contract operations contracts and equipment from Exterran
Holdings;
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liability related to the provision of our services; |
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changes in governmental safety, health, environmental or other regulations, which could
require us to make significant expenditures; and |
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our level of indebtedness and ability to fund our business. |
All forward-looking statements included in this report are based on information available to us on
the date of this report. Except as required by law, we undertake no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future events or
otherwise. All subsequent written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained throughout this report.
ITEM 1. Business
References to our, we and us when used in this report refer to Exterran Partners, L.P.,
formerly known as Universal Compression Partners, L.P. References to our predecessor, Exterran
Partners Predecessor, or like terms refer to the contract operations business relating to natural
gas compression that was provided in the United States of America (U.S.) by Exterran, Inc.,
formerly known as Universal Compression, Inc., prior to the date of our initial public offering on
October 20, 2006.
General
We are a publicly held Delaware limited partnership formed in 2006 to acquire certain contract
operations customer service agreements and a compressor fleet used to provide compression services
under those agreements. We completed our initial public offering in October 2006. As of December
31, 2010, public unitholders held a 42% ownership interest in us and Exterran Holdings owned our
remaining equity interests, including our general partner interests and all of our incentive
distribution rights.
Our contract operations services include designing, sourcing, owning, installing, operating,
servicing, repairing and maintaining equipment to provide natural gas compression to our customers.
Natural gas compression is a mechanical process whereby the pressure of a volume of natural gas is
increased to a desired higher pressure for transportation from one point to another and is
essential to the production and transportation of natural gas. We also monitor our customers
compression services requirements over time and, as necessary, modify the level of services and
related equipment we employ to address changing operating conditions.
In August 2007, we changed our name from Universal Compression Partners, L.P. to Exterran Partners,
L.P., concurrent with the closing of the merger of Hanover Compressor Company (Hanover) and
Universal Compression Holdings, Inc. (Universal). In connection with the merger, Universal and
Hanover became wholly-owned subsidiaries of Exterran Holdings, a new company formed in anticipation
of the merger, and Universal was merged with and into Exterran Holdings.
During each of the years ended December 31, 2007, 2008 and 2009, we acquired from Exterran
Holdings or Universal contract operations service agreements and a fleet of compressor units used
to provide compression services under those agreements (the 2008 and 2009 acquisitions are referred
to as the July 2008 Contract Operations Acquisition and the November 2009 Contract Operations
Acquisition, respectively).
In August 2010, we acquired from Exterran Holdings contract operations customer service agreements
with 43 customers and a fleet of approximately 580 compressor units used to provide compression
services under those agreements, comprising approximately 255,000 horsepower, or approximately 6%
(by available horsepower) of the combined U.S. contract operations business of Exterran Holdings
and us (the August 2010 Contract Operations Acquisition), for approximately $214.0 million,
excluding transaction costs. In connection with this acquisition, we issued to Exterran Holdings
wholly-owned subsidiaries approximately 8.2 million common units and approximately 167,000 general
partner units.
We are a party to an omnibus agreement with Exterran Holdings, our general partner, and others (as
amended and restated, the Omnibus Agreement), the terms of which include, among other things:
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certain agreements not to compete between Exterran Holdings and its affiliates, on the
one hand, and us and our affiliates, on the other hand;
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Exterran Holdings obligation to provide all operational staff, corporate staff and
support services reasonably necessary to operate our business and our obligation to
reimburse Exterran Holdings for the provision of such services, subject to certain
limitations and the cost caps discussed below; |
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the terms under which we, Exterran Holdings, and our respective affiliates may transfer
compression equipment among one another to meet our respective contract operations services
obligations; and |
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the terms under which we may purchase newly-fabricated contract operations equipment from
Exterran Holdings affiliates. |
In connection with the closing of the August 2010 Contract Operations Acquisition, we amended the
Omnibus Agreement to, among other things, extend the duration of the cap on our reimbursement of
selling, general and administrative (SG&A) expenses and cost of sales for an additional year such
that the caps will now terminate on December 31, 2011. The amount of the SG&A cap remained
unchanged at $7.6 million per quarter (after taking into account any such costs that we incur and
pay directly) on our reimbursement of SG&A expenses Exterran Holdings incurs on our behalf, and the
amount of the cost of sales cap remained unchanged at $21.75 per operating horsepower per quarter
(after taking into account any such costs that we incur and pay directly) on our reimbursement of
cost of sales Exterran Holdings incurs on our behalf. For further discussion of the Omnibus
Agreement, please see Note 3 to the Consolidated Financial Statements included in Part II, Item 8
(Financial Statements) of this report.
Exterran Holdings intends for us to be the primary long-term growth vehicle for its U.S. contract
operations business and intends to offer us the opportunity to purchase the remainder of its U.S.
contract operations business over time, but is not obligated to do so. Likewise, we are not
required to purchase any additional portions of such business. The consummation of any future
purchase of additional portions of that business and the timing of any such purchase will depend
upon, among other things, our reaching an agreement with Exterran Holdings regarding the terms of
such purchase, which will require the approval of the conflicts committee of the board of directors
of Exterran GP LLC, the general partner of our general partner. The timing of such transactions
would also depend on, among other things, market and economic conditions and our access to debt and
equity capital. Future contributions of assets to us upon consummation of transactions with
Exterran Holdings may increase or decrease our operating performance, financial position and
liquidity.
Exterran Holdings is a global market leader in the full-service natural gas compression business
and a premier provider of operations, maintenance, service and equipment for oil and natural gas
production, processing and transportation applications, both in the U.S. and internationally. As
mentioned above, under the terms of the Omnibus Agreement, Exterran Holdings supports our
operations by providing us with all operational and administrative support necessary to conduct our
business.
Exterran General Partner, L.P., our general partner, is an indirect, wholly-owned subsidiary of
Exterran Holdings and has sole responsibility for conducting our business and for managing our
operations, which are conducted through our wholly-owned limited liability company, EXLP Operating
LLC. Because our general partner is a limited partnership, its general partner, Exterran GP LLC,
conducts our business and operations, and the board of directors and officers of Exterran GP LLC,
which we sometimes refer to as our board of directors and our officers, respectively, make
decisions on our behalf. All of those directors are elected by Exterran Holdings.
Our general partner does not receive any management fee or other compensation in connection with
the management of our business, but it is entitled to reimbursement of all direct and indirect
expenses incurred on our behalf subject to caps included in the Omnibus Agreement. Exterran
Holdings and our general partner are also entitled to distributions on their limited partner
interest and general partner interest, respectively and, if specified requirements are met, our
general partner is entitled to distributions on its incentive distribution rights. For the period
covering January 1, 2010 through December 31, 2010, our general partner received $1.4 million in
distributions on its incentive distribution rights. For further discussion of our cash distribution
policy, see Cash Distribution Policy included in Part II, Item 5 (Market for the Registrants
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities) of this
report. Unlike shareholders in a publicly traded corporation, our unitholders are not entitled to
elect our general partner, our general partners general partner or its directors.
Natural Gas Compression Industry Overview
Natural gas compression is a mechanical process whereby the pressure of a volume of natural gas is
increased to a desired higher pressure for transportation from one point to another, and is
essential to the production and transportation of natural gas. Compression is typically required
several times during the natural gas production and transportation cycle, including: (i) at the
wellhead; (ii) throughout gathering and distribution systems; (iii) into and out of processing and
storage facilities; and (iv) along intrastate and interstate pipelines.
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Wellhead and Gathering Systems Natural gas compression that is used to transport
natural gas from the wellhead through the gathering system is considered field
compression. Compression at the wellhead is utilized because, at some point during the
life of natural gas wells, reservoir pressures typically fall below the line pressure of
the natural gas gathering or pipeline system used to transport the natural gas to market.
At that point, natural gas no longer naturally flows into the pipeline. Compression
equipment is applied in both field and gathering systems to boost the pressure levels of
the natural gas flowing from the well allowing it to be transported to market. Changes in
pressure levels in natural gas fields require periodic changes to the size and/or type of
on-site compression equipment. Additionally, compression is used to reinject natural gas
into producing oil wells to maintain reservoir pressure and help lift liquids to the
surface, which is known as secondary oil recovery or natural gas lift operations.
Typically, these applications require low- to mid-range horsepower compression equipment
located at or near the wellhead. Compression equipment is also used to increase the
efficiency of a low-capacity natural gas field by providing a central compression point
from which the natural gas can be produced and injected into a pipeline for transmission
to facilities for further processing. |
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Pipeline Transportation Systems Natural gas compression that is used during the
transportation of natural gas from the gathering systems to storage or the end user is
referred to as pipeline compression. Natural gas transported through a pipeline loses
pressure over the length of the pipeline. Compression is staged along the pipeline to
increase capacity and boost pressure to overcome the friction and hydrostatic losses
inherent in normal operations. These pipeline applications generally require larger
horsepower compression equipment (1,500 horsepower and higher). |
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Storage Facilities Natural gas compression is used in natural gas storage
projects for injection and withdrawals during the normal operational cycles of these
facilities. |
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Processing Applications Compressors may also be used in combination with natural
gas production and processing equipment and to process natural gas into other marketable
energy sources. In addition, compression services are used for compression applications
in refineries and petrochemical plants. |
Many natural gas producers, transporters and processors outsource their compression services due to
the benefits and flexibility of contract compression. Changing well and pipeline pressures and
conditions over the life of a well often require producers to reconfigure or replace their
compressor units to optimize the well production or gathering system efficiency.
We believe outsourcing compression operations to compression service providers such as us offers
customers:
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the ability to efficiently meet their changing compression needs over time while limiting
the underutilization of their existing compression equipment; |
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access to the compression service providers specialized personnel and technical skills,
including engineers and field service and maintenance employees, which we believe generally
leads to improved production rates and/or increased throughput; |
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the ability to increase their profitability by transporting or producing a higher volume
of natural gas through decreased compression downtime and reduced operating, maintenance and
equipment costs by allowing the compression service provider to efficiently manage their
compression needs; and |
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the flexibility to deploy their capital on projects more directly related to their
primary business by reducing their compression equipment and maintenance capital
requirements. |
We believe the U.S. natural gas compression services industry continues to have growth potential
over time due to the following factors, among others:
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aging producing natural gas fields will require more compression to continue producing
the same volume of natural gas; and |
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increased production from unconventional sources, such as tight sands, shales and
coalbeds. |
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Contract Operations Services Overview
We provide comprehensive contract operations services, which include our provision at the
customers location of the personnel, equipment, tools, materials and supplies necessary to provide
the amount of natural gas compression for which the customer has contracted. Based on the operating
specifications at the customers location and the customers unique compression needs, these
services include designing, sourcing, owning, installing, operating, servicing, repairing and
maintaining equipment to provide compression and other services to our customers. When providing
contract operations services, we work closely with a customers field service personnel so that the
compression services can be adjusted to efficiently match changing characteristics of the producing
formation and the natural gas produced. We routinely repackage or reconfigure a portion of our
existing fleet to adapt to our customers compression services needs. We utilize both slow and high
speed reciprocating compressors driven either by internal natural gas fired combustion engines or
electric motors. We also utilize rotary screw compressors for specialized applications.
Our equipment is maintained in accordance with established maintenance schedules. These maintenance
procedures are updated as technology changes and as Exterran Holdings develops new techniques and
procedures. In addition, because Exterran Holdings field technicians provide maintenance on
substantially all of our contract operations equipment, they are familiar with the condition of our
equipment and can readily identify potential problems. We expect that these maintenance procedures
will maximize equipment life and unit availability, minimize avoidable downtime and lower the
overall maintenance expenditures over the equipment life as that has been our and Exterran
Holdings experience. Generally, each of our compressor units undergoes a major overhaul once every
three to seven years, depending on the type and size of the unit. If a unit requires maintenance or
reconfiguration, we expect Exterran Holdings maintenance personnel will service it as quickly as
possible to meet the needs of our customer.
We and our customers typically contract for our contract operations services on a site-by-site
basis for a specific monthly rate that is generally adjusted only if we fail to operate in
accordance with the contract requirements. At the end of an initial minimum term, which is
typically between six and twelve months, contract operations services generally continue until
terminated by either party with 30 days advanced notice. Our customers generally are required to
pay our monthly fee even during periods of limited or disrupted natural gas flows, which enhances
the stability and predictability of our cash flows. Additionally, because we typically do not take
title to the natural gas we compress, and because the natural gas we use as fuel for our
compressors is supplied by our customers, we have limited direct exposure to commodity prices. See
General Terms of our Contract Operations Customer Service Agreements, below, for a more detailed
description.
We intend to continue to work with Exterran Holdings to manage our respective U.S. fleets as one
pool of compression equipment from which we can each readily fulfill our respective customers
service needs. When one of Exterran Holdings salespersons is advised of a new contract operations
services opportunity allocable to us, he or she will obtain relevant information concerning the
project, including natural gas flow, pressure and natural gas composition, and then he or she will
review both our fleet and the fleet of Exterran Holdings for an available and appropriate
compressor unit. In the event that a customer presents us with an opportunity to provide contract
operations services for a project with appropriate lead time, we may choose to purchase
newly-fabricated equipment from Exterran Holdings or others to fulfill our customers needs. Please
read Part III, Item 13 (Certain Relationships and Related Transactions and Director Independence)
of this report for additional information regarding our ability to share or exchange compression
equipment with, or purchase equipment from, Exterran Holdings.
As of December 31, 2010, our fleet consisted of 3,951 compressors, as reflected in the following
table (horsepower in thousands):
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Total |
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% of |
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Number of |
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Horsepower Range |
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Horsepower |
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Horsepower |
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Units |
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0-200 |
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222 |
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14 |
% |
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2,012 |
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201-500 |
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288 |
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18 |
% |
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981 |
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501-800 |
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169 |
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11 |
% |
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276 |
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801-1,100 |
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179 |
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11 |
% |
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186 |
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1,101-1,500 |
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547 |
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35 |
% |
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411 |
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1,501 and over |
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167 |
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11 |
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85 |
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Total(1) |
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1,572 |
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100 |
% |
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3,951 |
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(1) |
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Includes 471 compressor units with an aggregate of 278
thousand horsepower leased from Exterran
Holdings and excludes 60 compressor units with an aggregate of 18
thousand horsepower leased to Exterran
Holdings (see Note 3 to the Financial Statements). |
Over the last several years, Exterran Holdings has undertaken efforts to standardize its compressor
fleet around major components and key suppliers. Because our fleet consists of a portion of
Exterran Holdings former fleet, we, too, benefit from these efforts. Standardization of our fleet:
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enables us to minimize our fleet operating costs and maintenance capital requirements; |
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facilitates low-cost compressor resizing; and |
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allows us to develop improved technical proficiency in our maintenance and overhaul
operations, which enables us to achieve high run-time rates while maintaining low operating
costs. |
As mentioned above, pursuant to the Omnibus Agreement, Exterran Holdings provides us with all
operational staff, corporate staff and support services necessary to run our business.
Business Strategy
The key elements of our business strategy are described below:
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Leverage our relationship with Exterran Holdings. Our relationship with Exterran
Holdings provides us numerous revenue and cost advantages, including the ability to access
new and idle compression equipment, deploy that equipment in most of the major natural gas
producing regions in the U.S. and provide maintenance and operational support on a more cost
effective basis than we could without that relationship. |
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Build our business organically by capitalizing on the long-term fundamentals for the U.S.
natural gas compression industry. We believe our ability to efficiently meet our customers
evolving compression needs, our long-standing customer relationships and our large
compressor fleet will enable us to capitalize on what we believe are long-term fundamentals
for the U.S. natural gas compression industry. These fundamentals include increased
unconventional natural gas production, decreasing natural reservoir pressures, significant
natural gas resources in the U.S. and the continued need for compression services. |
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Grow our business. We plan to grow over time through accretive acquisitions of assets
from Exterran Holdings, third-party compression providers and natural gas transporters or
producers. Since our initial public offering, Universal and, subsequent to the merger of
Universal and Hanover, Exterran Holdings have sold to us a portion of their U.S. contract
operations services business relating to natural gas compression, and Exterran Holdings
intends to offer to us the remaining portion of that business for purchase over time. The
consummation of any future purchase of additional portions of that business and the timing
of any such purchase will depend upon, among other things, our reaching an agreement with
Exterran Holdings regarding the terms of such purchase and the approval of the conflicts
committee of Exterran GP LLCs board of directors. The timing of such transactions would
also depend on, among other things, market and economic conditions and our access to debt
and equity capital. Additionally, we anticipate investing more capital for new fleet units
than we have in the recent past. |
Competitive Strengths
We believe that we are well positioned to execute our primary business strategy successfully
because we have the following key competitive strengths:
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Our relationship with Exterran Holdings. Our relationship with Exterran Holdings and our
access to its personnel, fabrication operations, logistical capabilities, geographic scope
and operational efficiencies allow us to provide a full complement of contract operations
services while maintaining lower operating costs than we could otherwise achieve. We and
Exterran Holdings intend to continue to manage our respective U.S. compression fleets as one
pool of compression equipment from which we can more easily fulfill our respective
customers needs. This relationship also provides us an advantage in pursuing compression
opportunities throughout the U.S. As of December 31, 2010, Exterran Holdings owned
approximately 2.0 million horsepower of compression equipment, excluding the compression
equipment owned by us, in its U.S. contract operations business. We believe we will benefit
from Exterran Holdings intention to offer us the opportunity to purchase that business over
time. Exterran Holdings also intends, but is not obligated, to offer us the opportunity to
purchase newly fabricated compression equipment. |
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Focus on providing superior customer service. We have adopted a geographical business
region concept and utilize a decentralized operating structure to provide superior customer
service in a relationship-driven, service-intensive industry. We believe that our
regionally-based network, local presence, experience and in-depth knowledge of customers
operating needs and growth plans enable us to be responsive to the needs of our customers
and meet our customers evolving demands on a |
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timelier basis. In addition, we focus on achieving a high level of mechanical reliability for
the services we provide in order to maximize the customers production levels. Our sales
efforts concentrate on demonstrating our commitment to enhancing the customers cash flow
through superior customer service. |
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Stable fee-based cash flows. We charge a fixed monthly fee for our contract operations
services that our customers are generally required to pay, regardless of the volume of
natural gas we compress in that month. We believe this fee structure reduces volatility and
enhances our ability to generate relatively stable, predictable cash flows. |
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Large fleet in many major producing regions. Our large fleet and numerous operating
locations throughout the U.S. combined with our ability, as a result of our relationship
with Exterran Holdings, to efficiently move equipment among producing regions, means that we
are not dependent on production activity in any particular region. |
Oil and Natural Gas Industry Cyclicality and Volatility
Changes in oil and natural gas exploration and production spending will normally result in changes
in demand for our products and services; however, we believe our contract operations business will
typically be less impacted by commodity prices than certain other energy service products and
services because:
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compression is necessary for natural gas to be delivered from the wellhead to end users; |
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the need for compression services and equipment has grown over time due to the increased
production of natural gas, the natural pressure decline of natural gas producing basins and
the increased percentage of natural gas production from unconventional sources; and |
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our contract operations business is tied primarily to natural gas production and
consumption, which are generally less cyclical in nature than exploration activities. |
Our large fleet and numerous operating locations throughout the U.S. combined with our ability, as
a result of our relationship with Exterran Holdings, to access new and idle compression equipment
and efficiently move equipment among producing regions, means that we are not dependent on
production activity in any particular region. Furthermore, while compressors often must be
specifically engineered or reconfigured to allow us to tailor our contract compression services to
meet the unique demands of our customers, the fundamental technology of such equipment has not been
subject to significant change.
Generally, our overall business activity and revenue increase as the demand for natural gas
increases. Demand for our compression services is linked more directly to natural gas consumption
and production than to exploration activities, which limits our direct exposure to commodity price
risk. Because we typically do not take title to the natural gas we compress, and because the
natural gas we use as fuel for our compressors is provided to us by our customers, our direct
exposure to commodity price risk is further reduced.
Seasonal Fluctuations
Our results of operations have not historically reflected any material seasonal tendencies and we
currently do not believe that seasonal fluctuations will have a material impact on us in the
foreseeable future.
Customers
Our current customer base consists of companies that are engaged in various aspects of the oil and
natural gas industry, including natural gas producers, processors, gatherers, transporters and
storage providers. We have entered into strategic alliances with some of our customers. These
alliances are essentially preferred vendor arrangements and give us preferential consideration for
the compression needs of these customers. In exchange, we provide these customers with enhanced
product availability, product support and favorable pricing.
Sales and Marketing
Our marketing and client service functions are performed on a coordinated basis by Exterran
Holdings sales and field service personnel. Salespeople and field service personnel regularly
visit our customers to ensure customer satisfaction, to determine customer
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needs as to services currently being provided and to ascertain potential future compression
services requirements. This ongoing communication allows us to quickly identify and respond to
customer requests.
General Terms of our Contract Operations Customer Service Agreements
The following discussion describes select material terms common to our contract operations service
agreements. We enter into separate service agreements with a given customer with respect to each
distinct site at which we will provide contract operations services, which site-specific contract
typically incorporates by reference the terms and conditions of a master agreement with that
customer.
Term and Termination. Our customers typically contract for our contract operations services on a
site-by-site basis. At the end of an initial minimum term, which is typically between six and
twelve months, contract operations services generally continue until terminated by either party
with 30 days advanced notice.
Fees and Expenses. Our customers pay a fixed monthly fee for our contract operations services, the
level of which generally is based on expected natural gas volumes and pressures associated with a
specific application. Our customers generally are required to pay our monthly fee even during
periods of limited or disrupted natural gas flows. We are typically responsible for the costs and
expenses associated with our compression equipment used to provide the contract operations
services, other than fuel gas, which is provided by our customers.
Service Standards and Specifications. We are responsible for providing contract operations
services in accordance with the particular specifications of a job, as set forth in the applicable
contract. These are typically turn-key service contracts under which we supply all service and
support and use our own compression equipment to provide the contract operations services as
necessary for a particular application. In certain circumstances, if the availability of our
services does not meet certain percentages specified in our contracts, our customers are generally
entitled, upon request, to specified credits against our service fees.
Title; Risk of Loss. We own and retain title to or have an exclusive possessory interest in all
compression equipment used to provide the contract operations services and we generally bear risk
of loss for such equipment to the extent not caused by gas conditions, our customers acts or
omissions or the failure or collapse of the customers over-water job site upon which we provide
the contract operations services.
Insurance. Typically, both we and our customers are required to carry general liability, workers
compensation, employers liability, automobile and excess liability insurance. Exterran Holdings
insures our property and operations and is substantially self-insured for workers compensation,
employers liability, property, auto liability, general liability and employee group health claims
in view of the relatively high per-incident deductibles Exterran Holdings absorbs under its
insurance arrangements for these risks.
Suppliers
Currently, our sole supplier of newly fabricated equipment is Exterran Holdings. Under the Omnibus
Agreement, we may purchase equipment at a fixed margin over its fabrication costs. We may also
transfer compression equipment with Exterran Holdings. Alternatively, we can purchase newly
fabricated or already existing compression equipment from third parties.
We rely on Exterran Holdings, who in turn relies on a limited number of suppliers for some of the
components used in our products. We and Exterran Holdings believe alternative sources of these
components are generally available but at prices that may not be as economically advantageous to us
as those offered by our existing suppliers. We believe relations with our suppliers are
satisfactory.
Competition
The natural gas compression services business is highly competitive. Overall, we experience
considerable competition from companies that may be able to more quickly adapt to changes within
our industry and changes in economic conditions as a whole, more readily take advantage of
available opportunities and adopt more aggressive pricing policies. We believe that we compete
effectively on the basis of price, equipment availability, customer service, flexibility in meeting
customer needs, quality and reliability of our compressors and related services.
Compression services providers can achieve operating and cost advantages through increased size and
geographic scope. As the number of compression applications and size of the compression fleet
increases, the number of required sales, administrative and
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maintenance personnel does not increase proportionately, resulting in operational efficiencies and
potential cost advantages. Additionally, broad geographic scope allows compression service
providers to more efficiently provide services to all customers, particularly those with
compression applications in remote locations. We believe that our relationship with Exterran
Holdings allows us to access a large, diverse fleet of compression equipment and a broad geographic
base of operations and related operational personnel that gives us more flexibility in meeting our
customers needs than many of our competitors. We also believe that our relationship with Exterran
Holdings provides us with resources that allow us to efficiently manage our customers compression
services needs.
Non-competition Arrangement with Exterran Holdings
Under the Omnibus Agreement, subject to the provisions described below, Exterran Holdings agreed
not to offer or provide compression services in the U.S. to our contract operations services
customers that are not also contract operations services customers of Exterran Holdings.
Compression services are defined to include the provision of natural gas contract compression
services, but exclude fabrication of compression equipment, sales of compression equipment or
material, parts or equipment that are components of compression equipment, leasing of compression
equipment without also providing related compression equipment service and operating, maintenance,
service, repairs or overhauls of compression equipment owned by third parties. In addition, under
the Omnibus Agreement, we agreed not to offer or provide compression services to Exterran Holdings
U.S. contract operations services customers that are not also contract operations services
customers of ours.
As a result of the merger between Hanover and Universal, at the time of execution of the Omnibus
Agreement with Exterran Holdings, some of our customers were also contract operations services
customers of Exterran Holdings, which we refer to as overlapping customers. We and Exterran
Holdings have agreed, subject to the exceptions described below, not to provide contract operations
services to an overlapping customer at any site at which the other was providing such services to
an overlapping customer on the date of the Omnibus Agreement, each being referred to as a
Partnership site (as defined in the Omnibus Agreement) or an Exterran site (as defined in the
Omnibus Agreement). After the date of the Omnibus Agreement, if an overlapping customer requests
contract operations services at a Partnership site or an Exterran site, whether in addition to or
in the replacement of the equipment existing at such site on the date of the Omnibus Agreement, we
will be entitled to provide contract operations services if such overlapping customer is a
Partnership overlapping customer (as defined in the Omnibus Agreement), and Exterran Holdings will
be entitled to provide such contract operations services at other locations if such overlapping
customer is an Exterran overlapping customer (as defined in the Omnibus Agreement). Additionally,
any additional contract operations services provided to a Partnership overlapping customer will be
provided by us and any additional services provided to an Exterran overlapping customer will be
provided by Exterran Holdings.
Exterran Holdings also agreed that new customers for contract compression services (neither our
customers nor customers of Exterran Holdings for U.S. contract compression services) are for our
account unless the new customer is unwilling to contract with us or unwilling to do so under our
form of compression services agreement. If a new customer is unwilling to enter into such an
arrangement with us, then Exterran Holdings may provide compression services to the new customer.
In the event that either we or Exterran Holdings enter into a contract to provide compression
services to a new customer, either we or Exterran Holdings, as applicable, will receive the
protection of the applicable non-competition arrangements described above in the same manner as if
such new customer had been a compression services customer of either us or Exterran Holdings on the
date of the Omnibus Agreement.
The non-competition arrangements described above do not apply to:
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our provision of contract compression services to a particular Exterran Holdings customer
or customers, with the approval of Exterran Holdings; |
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Exterran Holdings provision of contract compression services to a particular customer or
customers of ours, with the approval of the conflicts committee of our board of directors; |
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our purchase and ownership of not more than five percent of any class of securities of
any entity which provides contract compression services to the contract compression services
customers of Exterran Holdings; |
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Exterran Holdings purchase and ownership of not more than five percent of any class of
securities of any entity which provides contract compression services to our contract
compression services customers; |
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Exterran Holdings ownership of us; |
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our acquisition, ownership and operation of any business that provides contract
compression services to Exterran Holdings contract compression services customers if
Exterran Holdings has been offered the opportunity to purchase the business for its fair
market value from us and Exterran Holdings declines to do so. However, if neither the
Omnibus Agreement nor the non-competition arrangements described above have already
terminated, we will agree not to provide contract compression services to Exterran Holdings
customers that are also customers of the acquired business at the sites at which Exterran
Holdings is providing contract operations services to them at the time of the acquisition; |
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Exterran Holdings acquisition, ownership and operation of any business that provides
contract compression services to our contract operations services customers if we have been
offered the opportunity to purchase the business for its fair market value from Exterran
Holdings and we decline to do so with the concurrence of the conflicts committee of our
board of directors. However, if neither the Omnibus Agreement nor the non-competition
arrangements described above have already terminated, Exterran Holdings will agree not to
provide contract operations services to our customers that are also customers of the
acquired business at the sites at which we are providing contract operations services to
them at the time of the acquisition; or |
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a situation in which one of our customers (or its applicable business) and a customer of
Exterran Holdings (or its applicable business) merge or are otherwise combined, in which
case, each of we and Exterran Holdings may continue to provide contract operations services
to the applicable combined entity or business without being in violation of the
non-competition provisions, but Exterran Holdings and the conflicts committee of our board
of directors must negotiate in good faith to implement procedures or such other
arrangements, as necessary, to protect the value to each of Exterran Holdings and us of the
business of providing contract operations services to each such customer or its applicable
business, as applicable. |
Unless the Omnibus Agreement is terminated earlier due to a change of control of our general
partner or the removal or withdrawal of our general partner, or from a change of control of
Exterran Holdings, the non-competition provisions of the Omnibus Agreement will terminate on
November 10, 2012 or on the date on which a change of control of Exterran Holdings occurs,
whichever event occurs first. If a change of control of Exterran Holdings occurs, and neither the
Omnibus Agreement nor the non-competition arrangements have already terminated, Exterran Holdings
will agree for the remaining term of the non-competition arrangements not to provide contract
operations services to our customers at the sites at which we are providing contract operations
services to them at the time of the change of control.
Environmental and Other Regulations
Government Regulation
Our operations are subject to stringent and complex U.S. federal, state, and local laws and
regulations governing the discharge of materials into the environment or otherwise relating to
protection of the environment and to occupational health and safety. Compliance with these
environmental laws and regulations may expose us to significant costs and liabilities and cause us
to incur significant capital expenditures in our operations. Failure to comply with these laws and
regulations may result in the assessment of administrative, civil and criminal penalties,
imposition of investigatory and remedial obligations, and the issuance of injunctions delaying or
prohibiting operations. We believe that our operations are in substantial compliance with
applicable environmental and health and safety laws and regulations and that continued compliance
with currently applicable requirements would not have a material adverse effect on us. However, the
clear trend in environmental regulation is to place more restrictions on activities that may affect
the environment, and thus, any changes in these laws and regulations that result in more stringent
and costly waste handling, storage, transport, disposal, emission or remediation requirements could
have a material adverse effect on our results of operations and financial position.
The primary U.S. federal environmental laws to which our operations are subject include the Clean
Air Act (CAA) and regulations thereunder, which regulate air emissions; the Clean Water Act
(CWA) and regulations thereunder, which regulate the discharge of pollutants in industrial
wastewater and storm water runoff; the Resource Conservation and Recovery Act (RCRA) and
regulations thereunder, which regulate the management and disposal of solid and hazardous waste;
and the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and
regulations thereunder, known more commonly as Superfund, which imposes liability for the
remediation of releases of hazardous substances in the environment. We are also subject to
regulation under the Occupational Safety and Health Act (OSHA) and regulations thereunder, which
regulate the protection of the health and safety of workers. Analogous state and local laws and
regulations may also apply.
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Air Emissions
The CAA and analogous state laws and their implementing regulations regulate emissions of air
pollutants from various sources, including natural gas compressors, and also impose various
monitoring and reporting requirements. Such laws and regulations may require a facility to obtain
pre-approval for the construction or modification of certain projects or facilities expected to
produce air emissions or result in the increase of existing air emissions, obtain and strictly
comply with air permits containing various emissions and operational limitations, or utilize
specific emission control technologies to limit emissions. Our standard contract operations
contract typically provides that the customer will assume permitting responsibilities and certain
environmental risks related to site operations.
On August 20, 2010, the Environmental Protection Agency (EPA) published new regulations under the
CAA to control emissions of hazardous air pollutants from existing stationary reciprocal internal
combustion engines. The rule will require us to undertake certain expenditures and activities,
likely including purchasing and installing emissions control equipment, such as oxidation catalysts
or non-selective catalytic reduction equipment, on a portion of our engines located at sites
that are major sources of hazardous air pollutants and all our engines over a certain size regardless of
location, following prescribed maintenance practices for engines (which are consistent with our
existing practices), and implementing additional emissions testing and monitoring. On October 19,
2010, we submitted a legal challenge to the U.S. Court of Appeals for the D.C. Circuit and a
Petition for Administrative Reconsideration to the EPA for some monitoring aspects of the rule. The
legal challenge has been held in abeyance since December 3, 2010, pending the EPAs consideration
of the Petition for Administrative Reconsideration. On January 5, 2011, the EPA approved the
request for reconsideration of the monitoring issues and that reconsideration process is ongoing.
At this point, we cannot predict when, how or if an EPA or a court ruling would modify the final
rule, and as a result we cannot currently accurately predict the cost to comply with the rules
requirements. Compliance with the final rule is required by October 2013.
In addition, the Texas Commission on Environmental Quality (TCEQ) has finalized revisions to
certain air permit programs that significantly increase the air permitting requirements for new and
certain existing oil and gas production and gathering sites for 23 counties in the Barnett Shale
production area. The final rule establishes new emissions standards
for engines, which could impact
the operation of specific categories of engines by requiring the use of alternative engines,
compressor packages or the installation of aftermarket emissions control equipment. The rule will
become effective for the Barnett Shale production area in April 2011, with the lower emissions
standards becoming applicable between 2015 and 2030 depending on the type of engine and the
permitting requirements. The cost to comply with the revised air permit programs is not expected to
be material at this time. However, the TCEQ has stated it will consider expanding application of
the new air permit program statewide. At this point, we cannot predict the cost to comply with such
requirements if the geographic scope is expanded.
In June 2010, the EPA formally proposed modifications to existing regulations under the CAA that
established new source performance standards for manufacturers, owners and operators of new,
modified and reconstructed stationary internal combustion engines. The proposed rule modifications,
if adopted as drafted by the EPA, may require us to undertake significant expenditures, including
expenditures for purchasing, installing, monitoring and maintaining emissions control equipment on
a potentially significant percentage of our natural gas compressor engine fleet. At this point, we
cannot predict the final regulatory requirements or the cost to comply with such requirements. The
EPA expects to finalize the proposed rules in May 2011 with an effective date targeted for July
2011.
These new regulations and proposals, when finalized, and any other new regulations requiring the
installation of more sophisticated pollution control equipment could have a material adverse impact
on our business, financial condition, results of operations and ability to make cash distributions
to our unitholders.
Climate Change
In recent years, the U.S. Congress has been considering legislation to restrict or regulate
emissions of greenhouse gases, such as carbon dioxide and methane, that are understood to
contribute to global warming. The American Clean Energy and Security Act of 2009, passed by the
House of Representatives, would, if enacted by the full Congress, have required greenhouse gas
emissions reductions by covered sources of as much as 17% from 2005 levels by 2020 and by as much
as 83% by 2050. It presently appears unlikely that comprehensive climate legislation will be passed
by either house of Congress in the near future, although energy legislation and other initiatives
are expected to be proposed that may be relevant to greenhouse gas emissions issues. In addition,
almost half of the states, either individually or through multi-state regional initiatives, have
begun to address greenhouse gas emissions, primarily through the planned development of emission
inventories or regional greenhouse gas cap and trade programs. Although most of the state-level
initiatives have to date been focused on large sources of greenhouse gas emissions, such as
electric power plants, it is possible that smaller sources such as our gas-fired compressors could
become subject to greenhouse gas-related
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regulation. Depending on the particular program, we could be required to control emissions or to
purchase and surrender allowances for greenhouse gas emissions resulting from our operations.
Independent of Congress, the EPA is beginning to adopt regulations controlling greenhouse gas
emissions under its existing CAA authority. For example, in September 2009, the EPA adopted a new
rule requiring approximately 13,000 facilities comprising a substantial percentage of annual U.S.
greenhouse gas emissions to inventory their emissions starting in 2010 and to report those
emissions to the EPA beginning in 2011. On November 30, 2010, the EPA finalized additional portions
of this inventory rule relating to petroleum and natural gas systems that require inventories for
that category of facilities beginning in January 2011 and reporting of those inventories beginning
in March 2012. Also, on December 15, 2009, the EPA officially published its finalized determination
that emissions of carbon dioxide, methane and other greenhouse gases present an endangerment to
human health and the environment because emissions of such gases are, according to the EPA,
contributing to warming of the earths atmosphere and other climatic changes. These findings by the
EPA pave the way for the agency to adopt and implement regulations that would restrict emissions of
greenhouse gases under existing provisions of the CAA. Further, the EPA in June 2010 published a
final rule providing for the tailored applicability of criteria that determine which stationary
sources and modification projects become subject to permitting requirements for greenhouse gas
emissions under two of the agencys major air permitting programs. The EPA reported that the
rulemaking was necessary because without it certain permitting requirements would apply as of
January 2011 at an emissions level that would have greatly increased the number of required permits
and, among other things, imposed undue costs on small sources and overwhelmed the resources of
permitting authorities. In the rule, the EPA established two initial steps of phase-in to minimize
those burdens, excluding certain smaller sources from greenhouse gas permitting until at least
April 30, 2016. On January 2, 2011, the first step of the phase-in applied only to new projects at
major sources (as defined under those CAA permitting programs) that, among other things, increase
net greenhouse gas emissions by 75,000 tons per year. In July 2011, the second step of the phase-in
will capture sources that have the potential to emit at least 100,000 tons per year of greenhouse
gases. Several industry groups and States have challenged both the EPAs December 15, 2009
determination that greenhouse gases present an endangerment and the EPAs June 2010 greenhouse gas
permitting rules in the D.C. Circuit Court of Appeals. However, absent a court stay or other
modification, this new permitting program may affect some of our customers largest new or modified
facilities going forward.
Although it is not currently possible to predict how any such proposed or future greenhouse gas
legislation or regulation by Congress, the states, or multi-state regions will impact our business,
any legislation or regulation of greenhouse gas emissions that may be imposed in areas in which we
conduct business could result in increased compliance costs or additional operating restrictions or
reduced demand for our services, and could have a material adverse effect on our business,
financial condition, results of operations and ability to make cash distributions to our
unitholders.
Water Discharges
The CWA and analogous state laws and their implementing regulations impose restrictions and strict
controls with respect to the discharge of pollutants into state waters or waters of the U.S. The
discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of
a permit issued by the EPA or an analogous state agency. In addition, the CWA regulates storm water
discharges associated with industrial activities depending on a facilitys primary standard
industrial classification. Many of Exterran Holdings facilities on which we may store inactive
compression units have applied for and obtained industrial wastewater discharge permits as well as
sought coverage under local wastewater ordinances. In addition, many of those facilities have filed
notices of intent for coverage under statewide storm water general permits and developed and
implemented storm water pollution prevention plans, as required. U.S. federal laws also require
development and implementation of spill prevention, controls, and countermeasure plans, including
appropriate containment berms and similar structures to help prevent the contamination of navigable
waters in the event of a petroleum hydrocarbon tank spill, rupture, or leak at such facilities.
Waste Management and Disposal
The RCRA and analogous state laws and their implementing regulations govern the generation,
transportation, treatment, storage and disposal of hazardous and non-hazardous solid wastes. During
the course of our operations, we generate wastes (including, but not limited to, used oil,
antifreeze, filters, sludges, paints, solvents, and abrasive blasting materials) in quantities
regulated under RCRA. The EPA and various state agencies have limited the approved methods of
disposal for these types of wastes. CERCLA and analogous state laws and their implementing
regulations impose strict, and under certain conditions, joint and several liability without regard
to fault or the legality of the original conduct on classes of persons who are considered to be
responsible for the release of a hazardous substance into the environment. These persons include
current and past owners and operators of the facility or disposal site where the release occurred
and any company that transported, disposed of, or arranged for the transport or disposal of the
hazardous substances released at the site. Under CERCLA, such persons may be subject to joint and
several liability for the costs of cleaning up the
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hazardous substances that have been released into the environment, for damages to natural resources
and for the costs of certain health studies. In addition, where contamination may be present, it is
not uncommon for neighboring landowners and other third parties to file claims for personal injury,
property damage and recovery of response costs allegedly caused by hazardous substances or other
pollutants released into the environment.
While we do not own or lease any material facilities or properties, we may use Exterran Holdings
properties for the storage and possible maintenance and repair of inactive compressor units. Many
of Exterran Holdings properties have been utilized for many years, including some by third parties
over whom we have no control, in support of natural gas compression services or other industrial
operations. At certain of such sites, Exterran Holdings is currently working with the prior owners
who have undertaken to monitor and cleanup contamination that occurred prior to Exterran Holdings
acquisition of these sites. While we are not currently responsible for any remedial activities at
these properties we use, there is always the possibility that our future use of such properties, or
of other properties where we provide contract operations services, may result in spills or releases
of petroleum hydrocarbons, wastes, or other regulated substances into the environment that may
cause us to become subject to remediation costs and liabilities under CERCLA, RCRA or other
environmental laws. We cannot provide any assurance that the costs and liabilities associated with
the future imposition of such remedial obligations upon us would not have a material adverse effect
on our results of operations or financial condition.
Occupational Health and Safety
We are subject to the requirements of OSHA and comparable state statutes. These laws and the
implementing regulations strictly govern the protection of the health and safety of employees. The
OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of
CERCLA and similar state statutes require that we organize and/or disclose information about
hazardous materials used or produced in our operations. We believe we are in substantial compliance
with these requirements and with other OSHA and comparable requirements.
Indemnification for Environmental Liabilities
Under the Omnibus Agreement, Exterran Holdings has agreed to indemnify us, for a three-year period
following each applicable asset acquisition from Exterran Holdings, against certain potential
environmental claims, losses and expenses associated with the ownership and operation of the
acquired assets that occur before the acquisition date. Exterran Holdings maximum liability for
this and its other indemnification obligations under the Omnibus Agreement cannot exceed $5
million, and Exterran Holdings will not have any obligation under this indemnification until our
aggregate losses exceed $250,000. Exterran Holdings will have no indemnification obligations with
respect to environmental claims made as a result of additions to or modifications of environmental
laws promulgated after such acquisition date. We have agreed to indemnify Exterran Holdings against
environmental liabilities occurring on or after the applicable acquisition date related to our
assets to the extent Exterran Holdings is not required to indemnify us.
Employees and Labor Relations
We do not have any employees. Pursuant to the terms of the Omnibus Agreement, we reimburse Exterran
Holdings for the allocated costs of its personnel who provide direct or indirect support for our
operations. Exterran Holdings considers its employee relations to be satisfactory.
Available Information
Our website address is www.exterran.com. Our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and amendments to those reports are available on our
website, without charge, as soon as reasonably practicable after they are filed electronically with
the SEC. Information contained on our website is not incorporated by reference in this report or
any of our other securities filings. Paper copies of our filings are also available, without
charge, from Exterran Partners, L.P., 16666 Northchase Drive, Houston, Texas 77060, Attention:
Investor Relations. Alternatively, the public may read and copy any materials we file with the SEC
at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on
the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a website that contains reports, proxy and information statements, and other
information regarding issuers who file electronically with the SEC. The SECs website address is
www.sec.gov.
Additionally, we make available free of charge on our website:
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the Code of Business Conduct and Ethics of Exterran GP LLC; and |
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the charters of the audit, conflicts and compensation committees of Exterran GP LLC. |
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ITEM 1A. Risk Factors
As described in Part I (Disclosure Regarding Forward-Looking Statements), this report contains
forward-looking statements regarding us, our business and our industry. The risk factors described
below, among others, could cause our actual results to differ materially from the expectations
reflected in the forward-looking statements. If any of the following risks were to occur, our
business, financial condition or results of operations could be materially and adversely affected.
In that case, we might not be able to pay our current quarterly distribution on our common units or
grow such distributions and the trading price of our common units could decline.
Risks Related to Our Business
A substantial portion of our cash flow must be used to service our debt obligations, and future
interest rate increases could reduce the amount of our cash available for distribution.
As of December 31, 2010, we had $449.0 million outstanding under our senior secured credit
facility, which was comprised of $150.0 million outstanding under our term loan and $299.0 million
outstanding under our revolving credit facility. The credit agreement requires that we make
mandatory prepayments of the term loan with the net cash proceeds of certain asset transfers and
debt issuances. Borrowings under our senior secured credit facility bear interest at floating
rates. We have effectively fixed a portion of the floating rate debt through the use of interest
rate swaps; however, changes in economic conditions could result in higher interest rates, thereby
increasing our interest expense and reducing our funds available for capital investment, operations
or distributions to our unitholders.
Covenants in our senior secured credit facility may impair our ability to operate our business.
Our senior secured credit facility contains various covenants with which we must comply, including
restrictions on the use of proceeds from borrowings and limitations on our ability to incur
additional indebtedness, enter into transactions with affiliates, merge or consolidate, sell
assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and
pay dividends and distributions. We must maintain various consolidated financial ratios, including
a ratio of EBITDA (as defined in the credit agreement) to Total Interest Expense
(as defined in the credit agreement) of not less than 3.0 to 1.0 (which will decrease to 2.75 to
1.0 following the occurrence of certain events specified in the credit agreement) and a ratio of
Total Debt (as defined in the credit agreement) to EBITDA of not greater than 4.75 to 1.0. The
credit agreement allows for our Total Debt to EBITDA ratio to be increased from 4.75 to 1.0 to 5.25
to 1.0 during a quarter when we complete an acquisition meeting certain thresholds, and for the
following two quarters after the acquisition closes. Therefore, because the August 2010 Contract
Operations Acquisition closed in the third quarter of 2010, the maximum allowed ratio of Total Debt
to EBITDA is 5.25 to 1.0 through March 31, 2011, reverting to 4.75 to 1.0 for the quarter ending
June 30, 2011 and subsequent quarters. As of December 31, 2010, we were in compliance with all
financial covenants under our credit agreement. As of December 31, 2010, we maintained a 5.8 to 1.0
EBITDA to Total Interest Expense ratio and a 3.7 to 1.0 Total Debt to EBITDA ratio.
If we experience a material adverse effect on our assets, liabilities, financial condition,
business, operations or prospects that, taken as a whole, impact our ability to perform our
obligations under our credit agreement, this could lead to a default under our credit agreement.
The breach of any of our covenants could result in a default under our credit agreement which could
cause our indebtedness under our credit agreement to become due and payable. If the repayment
obligations on any of our indebtedness were to be so accelerated, we may not be able to repay the
debt or refinance the debt on acceptable terms, and our financial position would be materially
adversely affected.
We may not have sufficient cash from operations following the establishment of cash reserves and
payment of fees and expenses, including cost reimbursements to our general partner, to enable us to
make cash distributions to holders of our common units and subordinated units at our current
distribution rate.
We may not have sufficient available cash from operating surplus each quarter to enable us to make
cash distributions at our current distribution rate. The amount of cash we can distribute on our
units principally depends upon the amount of cash we generate from our operations, which will
fluctuate from quarter to quarter based on, among other things, the risks described in this
section.
In addition, the actual amount of cash we will have available for distribution will depend on other
factors, including:
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the level of capital expenditures we make; |
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the cost of acquisitions; |
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our debt service requirements and other liabilities; |
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fluctuations in our working capital needs; |
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our ability to refinance our debt in the future or borrow funds and access capital
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restrictions contained in our debt agreements; and |
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the amount of cash reserves established by our general partner. |
We currently are dependent on our costs caps to generate sufficient cash from operating surplus
each quarter to enable us to make cash distributions at our current distribution rate. These caps
expire on December 31, 2011, and we cannot assure you that Exterran Holdings will agree to extend
them or that we will otherwise be able to make distributions at our current rate if they are not
extended.
Under the Omnibus Agreement, Exterran Holdings has agreed that, for a period of time, our
obligation to reimburse Exterran Holdings for (i) any cost of sales that it incurs in the operation
of our business will be capped (after taking into account any such costs we incur and pay
directly); and (ii) any SG&A costs allocated to us will be capped (after taking into account any
such costs we incur and pay directly). At December 31, 2010, cost of sales were capped at $21.75
per operating horsepower per quarter and SG&A costs were capped at $7.6 million per quarter.
During 2010 and 2009, our cost of sales exceeded this cap by $21.4 million and $7.2 million,
respectively, and our SG&A expense exceeded this cap by $3.3 million and $0.6 million,
respectively. Accordingly, our cash generated from operating surplus and our EBITDA, as further
adjusted (please see Part II, Item 6 Selected
Financial Data Non-GAAP Financial Measures for a
discussion of EBITDA, as further adjusted), would have been approximately $24.7 million lower
during 2010 and approximately $7.8 million lower during 2009 without the cost caps. As a result,
without the benefit of the cost caps, we would not have generated sufficient available cash from
operating surplus during 2010 to pay distributions at the level paid during that year without
having to incur borrowings.
These cost caps expire on December 31, 2011 and Exterran Holdings is under no obligation to extend
them. In addition to our general partner and 13,666,107 common units, Exterran Holdings owns
4,743,750 subordinated units in us. Subject to early conversion of a portion of the units as
described in Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, these subordinated units convert into common units upon the first
day of any quarter beginning after September 30, 2011 that certain financial tests are met,
including requirements that we distributed available cash from operating surplus on each of the
outstanding common units, subordinated units and general partner units and generated adjusted
operating surplus (as defined in our partnership agreement) in respect of each such unit equal to
or in excess of the minimum quarterly distribution for each of the three consecutive,
non-overlapping four-quarter periods immediately preceding that date. For purposes of this test,
the amount of operating surplus and adjusted operating surplus that we generate during the
applicable periods are positively impacted by the reduction in our costs due to the cost caps.
Accordingly, to the extent that the cost caps allow us to pay the minimum quarterly distribution on
all of our outstanding units and thereby contribute to the conversion of the subordinated units
into common units, Exterran Holdings benefits from the costs caps during the subordination period
and such benefit no longer exists upon conversion of the subordinated units.
We cannot assure you that Exterran Holdings will agree to extend the cost caps or, if extended, the
amount of the caps. The expiration of these caps, without an extension to them under the Omnibus
Agreement, would likely reduce the amount of cash flow available to unitholders and, accordingly,
may impair our ability to maintain or increase our distributions.
As we continue to acquire additional compression equipment from Exterran Holdings we expect that
our maintenance capital expenditures will increase, which could reduce the amount of cash available
for distribution.
Exterran Holdings manages its and our respective U.S. fleets as one pool of compression equipment
from which we can each readily fulfill our respective customers service needs. When we or
Exterran Holdings are advised of a contract operations services opportunity, Exterran Holdings
reviews both our and its fleet for an available and appropriate compressor unit. Given that the
substantial majority of the idle compression equipment has been and is currently held by Exterran
Holdings, much of the idle compression equipment required for these contract operations services
opportunities has been held by Exterran Holdings. Under the Omnibus Agreement, the owner of the
equipment being transferred is required to pay the costs associated with making the idle
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equipment suitable for the proposed customer and then has generally leased the equipment to the
recipient of the equipment or exchanged the equipment for other equipment of the recipient. Since
Exterran Holdings has owned the substantial majority of such equipment, Exterran Holdings has
generally had to bear a larger portion of the maintenance capital expenditures associated with
making transferred equipment ready for service. For equipment that is then leased, the maintenance
capital cost is a component of the lease rate that is paid under the lease. As we acquire more
compression equipment, we expect that more of our equipment will be available to satisfy our or
Exterran Holdings customer requirements. As a result, we expect that our maintenance capital
expenditures will increase (and that lease expense will be reduced) which could reduce our cash
available for distribution.
Our inability to fund purchases of additional compression equipment could adversely impact our
results of operations and cash available for distribution.
We may not be able to maintain or grow our asset and customer base unless we have access to
sufficient capital to purchase additional compression equipment. Cash flow from our operations and
availability under our credit facility may not provide us with sufficient cash to fund our capital
expenditure requirements, including any funding requirements related to acquisitions. Additionally,
pursuant to our partnership agreement, we intend to distribute all of our available cash, as
defined in the partnership agreement, to our unitholders on a quarterly basis. Therefore, a
significant portion of our cash flow from operations will be used to fund such distributions. As a
result, we intend to fund our growth capital expenditures and acquisitions, including future
acquisitions of compression contracts and equipment from Exterran Holdings, with external sources
of capital including additional borrowings under our credit facility and/or public or private
offerings of equity or debt. Our ability to grow our asset and customer base could be impacted by
any limits on our ability to access equity and debt capital.
Failure to generate sufficient cash flow, together with the absence of alternative sources of
capital, could adversely impact our results of operations and cash available for distribution to
our unitholders.
We depend on demand for and production of natural gas in the U.S.; a reduction in this demand or
production could adversely affect the demand or the prices we charge for our services which could
adversely affect our business and decrease our revenue and cash available for distribution.
Natural gas contract operations in the U.S. are significantly dependent upon the demand for and
production of natural gas in the U.S. Demand may be affected by, among other factors, natural gas
prices, weather, demand for energy and availability and price of alternative energy sources. A
reduction in U.S. demand could force us to reduce our pricing substantially. Additionally,
compression services for our customers production from unconventional natural gas sources such as
tight sands, shales and coalbeds constitute an increasing percentage of our business. Some of these
unconventional sources are less economic to produce in lower natural gas price environments.
Further, some of these unconventional sources may not require as much compression or require
compression as early in the production life-cycle of an unconventional field or well as has been
experienced historically in conventional and other unconventional natural gas sources. These
factors could in turn negatively impact the demand for our services. Any prolonged, substantial
reduction in the U.S. demand for natural gas would, in all likelihood, depress the level of
production activity and result in a decline in the demand for our contract operations services,
which could have a material adverse effect on our business, results of operations, financial
condition and our ability to make cash distributions to our unitholders.
In addition, we review our long-lived assets for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. Goodwill is tested for impairment at least
annually. A decline in demand for oil and natural gas or prices for those commodities, or
instability in the U.S. energy markets could cause a reduction in demand for our services and
result in a reduction of our estimates of future cash flows and growth rates in our business. These
events could cause us to record additional impairments of long-lived assets. For example, during
the years ended December 31, 2010 and 2009, we recorded long-lived asset impairments of $25.0
million and $3.2 million, respectively. In the fourth quarter of 2010, we recorded a $24.6 million
impairment for idle units we retired from our fleet and expect to sell. We expect it to take
several years to sell these compressor units and, if we are not able to sell these units for the
amount we estimated in our impairment analysis, we could be required to record an additional
impairment. The impairment of our goodwill, intangible assets or other long-lived assets could have a material
adverse effect on our results of operations.
The erosion of the financial condition of our customers could adversely affect our business.
Many of our customers finance their exploration and development activities through cash flow from
operations, the incurrence of debt or the issuance of equity. During times when the oil or natural
gas markets weaken, our customers are more likely to experience a downturn in their financial
condition. A reduction in borrowing bases under reserve-based credit facilities and the lack of
availability of debt or equity financing could result in a reduction in our customers spending for
our services. For example, our customers could
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seek to preserve capital by canceling month-to-month contracts or determining not to enter into any
new natural gas compression service contracts, thereby reducing demand for our services. Reduced
demand for our services could adversely affect our business, financial condition, results of
operations and cash flows. In addition, in the event of the financial failure of a customer, we
could experience a loss on all or a portion of our outstanding accounts receivable associated with
that customer.
The currently available supply of compression equipment owned by our customers and competitors
could cause a reduction in demand for our services and a reduction in our pricing.
We believe there currently exists a greater supply of idle and underutilized compression equipment
owned by our customers and competitors in North America than in recent years and it may be
challenging for us to significantly improve our horsepower utilization and revenues in the near
term. Some of our customers may continue to replace our compression equipment and services with
equipment they own or with competitor owned equipment and may continue to rationalize their amount
of compression horsepower. In addition, some of our customers or prospective customers may purchase
their own compression equipment in lieu of using our contract operations services. A reduction in
demand for our services, or reduction in our pricing for our services, could have a material
adverse effect on our business, financial condition, results of operations and ability to make cash
distributions to our unitholders.
Our agreement not to compete with Exterran Holdings limits our ability to grow.
We have entered into an Omnibus Agreement with Exterran Holdings, and several of its subsidiaries.
The Omnibus Agreement includes certain agreements not to compete between us and our affiliates, on
the one hand, and Exterran Holdings and its affiliates, on the other hand. This agreement not to
compete with Exterran Holdings limits our ability to grow. For further discussion of the Omnibus
Agreement, please see Note 3 to the Consolidated Financial Statements included in Part II, Item 8
(Financial Statements) of this report.
We face significant competitive pressures that may cause us to lose market share and harm our
financial performance.
Our industry is highly competitive and there are low barriers to entry. Our ability to renew or
replace existing contracts with our customers at rates sufficient to maintain current revenue and
cash flows could be adversely affected by the activities of our competitors. If our competitors
substantially increase the resources they devote to the development and marketing of competitive
services or substantially decrease the price at which they offer their services, we may not be able
to compete effectively. Some of these competitors may expand or fabricate new compression units
that would create additional competition for the services we provide to our customers. Any of these
competitive pressures could have a material adverse effect on our business, results of operations,
financial condition and ability to make cash distributions to our unitholders.
We may not be able to grow our cash flows if we do not expand our business, which could limit our
ability to maintain or increase distributions to our unitholders.
Our goal to continue to grow the per unit distribution on our units is dependent in part upon our
ability to expand our business. Our future growth will depend upon a number of factors, some of
which we cannot control. These factors include our ability to:
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acquire additional U.S. contract operations services business from Exterran Holdings; |
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consummate accretive acquisitions; |
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enter into contracts for new services with our existing customers or new customers; and |
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obtain required financing for our existing and new operations. |
A deficiency in any of these factors could adversely affect our ability to achieve growth in the
level of our cash flows or realize benefits from acquisitions.
If we do not make acquisitions on economically acceptable terms, our future growth and our ability
to maintain or increase distributions to our unitholders will be limited.
Our ability to grow depends, in part, on our ability to make accretive acquisitions. If we are
unable to make these accretive acquisitions either because we are: (i) unable to identify
attractive acquisition candidates or negotiate acceptable purchase contracts with them, (ii) unable
to obtain financing for these acquisitions on economically acceptable terms, or (iii) outbid by
competitors, then
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our future growth and ability to maintain or increase distributions would be limited. Furthermore,
even if we make acquisitions that we believe will be accretive, these acquisitions may nevertheless
result in a decrease in the cash generated from operations per unit.
Any acquisition involves potential risks, including, among other things:
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an inability to integrate successfully the businesses we acquire; |
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the assumption of unknown liabilities; |
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limitations on rights to indemnity from the seller; |
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mistaken assumptions about the cash generated or anticipated to be generated by the
business acquired or the overall costs of equity or debt; |
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the diversion of managements and employees attention from other business concerns; |
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unforeseen operating difficulties; and |
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customer or key employee losses at the acquired businesses. |
If we consummate any future acquisitions, our capitalization and results of operations may change
significantly, and unitholders will not have the opportunity to evaluate the economic, financial
and other relevant information that we will consider in determining the application of our future
funds and other resources. In addition, competition from other buyers could reduce our acquisition
opportunities or cause us to pay a higher price than we might otherwise pay.
Exterran Holdings continues to own and operate a substantial U.S. contract compression business,
competition from which could adversely impact our results of operations and cash available for
distribution.
Exterran Holdings and its affiliates other than us are prohibited from competing directly or
indirectly with us with respect to certain of our existing customers and certain locations where we
currently conduct business, and with respect to any new contract compression customer that
approaches either Exterran Holdings or ourselves, until the earliest to occur of November 10, 2012,
a change of control of Exterran Holdings or our general partner, or the removal or withdrawal of
our general partner. Otherwise, Exterran Holdings is not prohibited from owning assets or engaging
in businesses that compete directly or indirectly with us. Exterran Holdings continues to own and
operate a U.S. contract operations business, including natural gas compression, and continues to
engage in international contract operations, fabrication and aftermarket service activities.
Exterran Holdings is a large, established participant in the contract operations business, and has
significantly greater resources, including idle compression equipment, operating personnel,
fabrication operations, vendor relationships and experience, than we have, which factors may make
it more difficult for us to compete with it with respect to commercial activities as well as for
acquisition candidates. Exterran Holdings and its affiliates may acquire, fabricate or dispose of
additional natural gas compression or other assets in the future without any obligation to offer us
the opportunity to purchase any of those assets. As a result, competition from Exterran Holdings
could adversely impact our results of operations and cash available for distribution.
We may be unable to grow through acquisitions of the remainder of Exterran Holdings U.S. contract
operations business, which could limit our ability to maintain or increase distributions to our
unitholders.
Exterran Holdings is under no obligation to offer us the opportunity to purchase the remainder of
its U.S. contract operations business, and its board of directors owes fiduciary duties to the
stockholders of Exterran Holdings, and not our unitholders, in making any decision to offer us this
opportunity. Likewise, we are not required to purchase any additional portions of such business.
The consummation of any such purchases will depend upon, among other things, Exterran Holdings
ability to continue to convert its existing compression agreements to a form of service agreement,
our reaching an agreement with Exterran Holdings regarding the terms of such purchases (which will
require the approval of the conflicts committee of our board of directors) and our ability to
finance such purchases on acceptable terms. Additionally, Exterran Holdings may be limited in its
ability to consummate sales of additional portions of such business to us by the terms of its
existing or future credit facilities or indentures. Additionally, our credit facility includes
covenants that may limit our ability to finance acquisitions. If a sale of any additional portion
of Exterran Holdings U.S. contract operations business would be restricted or prohibited by such
covenants, we or Exterran Holdings may be required to
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seek waivers of such provisions or refinance those debt instruments in order to consummate a sale,
neither of which may be accomplished timely, if at all. If we are unable to grow through additional
acquisitions of the remainder of Exterran Holdings U.S. contract operations business, our ability
to maintain or increase distributions to our unitholders may be limited.
Many of our compression services contracts with customers have short initial terms, and we cannot
be sure that such contracts will be renewed after the end of the initial contractual term, which
could adversely impact our results of operations and cash available for distribution.
The length of our compression services contracts with customers varies based on operating
conditions and customer needs. Our initial
contract terms are not long enough to enable us to fully recoup the cost of acquiring the equipment
we use to provide compression services. We cannot be sure that a substantial number of these
customers will continue to renew their contracts, that we will be able to enter into new
compression services contracts with new customers or that any renewals will be at comparable
service rates. The inability to renew a substantial portion of our compression services contracts,
or the inability to renew a substantial portion of our compression services contracts at comparable
service rates, would adversely impact our results of operations and cash available for distribution
and could require us to record additional asset impairments. This would have a material adverse
effect upon our business, results of operations, financial condition and our ability to make cash
distributions to our unitholders.
Our ability to manage and grow our business effectively may be adversely affected if Exterran
Holdings loses management or operational personnel.
Most of our officers are also officers or employees of Exterran Holdings. Additionally, we do not
have any of our own employees, but rather rely on Exterran Holdings employees to operate our
business. We believe that Exterran Holdings ability to hire, train and retain qualified personnel
will continue to be challenging and important as we grow. When general industry conditions are
good, the supply of experienced operational, fabrication and field personnel, in particular,
decreases as other energy and manufacturing companies needs for the same personnel increase. Our
ability to grow and to continue our current level of service to our customers will be adversely
impacted if Exterran Holdings is unable to successfully hire, train and retain these important
personnel.
If we are unable to purchase compression equipment from Exterran Holdings or others, we may not be
able to retain existing customers or compete for new customers, which could have a material adverse
effect on our business, results of operations, financial condition and ability to make cash
distributions to our unitholders.
Exterran Holdings is under no obligation to offer or sell to us newly fabricated or idle
compression equipment and may choose not to do so timely or at all. We may not be able to purchase
newly fabricated or idle compression equipment from third-party producers or marketers of such
equipment or from our competitors. If we are unable to purchase compression equipment on a timely
basis to meet the demands of our customers, our existing customers may terminate their contractual
relationships with us, or we may not be able to compete for business from new customers, either of
which could have a material adverse effect on our business, results of operations, financial
condition and ability to make cash distributions to our unitholders.
Our reliance on Exterran Holdings as an operator of our assets and our limited ability to control
certain costs could have a material adverse effect on our business, results of operations,
financial condition and ability to make cash distributions to our unitholders.
Pursuant to the Omnibus Agreement between us and Exterran Holdings, Exterran Holdings provides us
with all administrative and operational services, including without limitation all operations,
marketing, maintenance and repair, periodic overhauls of compression equipment, inventory
management, legal, accounting, treasury, insurance administration and claims processing, risk
management, health, safety and environmental, information technology, human resources, credit,
payroll, internal audit, taxes and engineering services necessary to run our business. Our
operational success and ability to execute our growth strategy depends significantly upon Exterran
Holdings satisfactory operation of our assets and performance of these services. Our reliance on
Exterran Holdings as an operator of our assets and our resulting limited ability to control certain
costs could have a material adverse effect on our business, results of operations, financial
condition and ability to make cash distributions to our unitholders.
We indirectly depend on particular suppliers and are vulnerable to product shortages and price
increases, which could have a negative impact on our results of operations.
Some of the components used in our compressors are obtained by Exterran Holdings from a single
source or a limited group of suppliers. Exterran Holdings reliance on these suppliers involves
several risks, including price increases, inferior component quality
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and a potential inability to obtain an adequate supply of required components in a timely manner.
Exterran Holdings does not have long-term contracts with these sources, and its partial or complete
loss of certain of these sources could have a negative impact on our results of operations and
could damage our customer relationships. Further, since any increase in component prices for
compression equipment fabricated by Exterran Holdings for us will be passed on to us, a significant
increase in the price of one or more of these components could have a negative impact on our
results of operations.
New regulations, proposed regulations and proposed modifications to existing regulations under the
Clean Air Act (CAA), if implemented, could result in increased compliance costs.
On August 20, 2010, the EPA published new regulations under the CAA to control emissions of
hazardous air pollutants from existing stationary reciprocal internal combustion engines. The rule
will require us to undertake certain expenditures and activities, likely including purchasing and
installing emissions control equipment, such as oxidation catalysts or non-selective catalytic
reduction equipment, on a portion of our engines located at major sources of hazardous air
pollutants and all our engines over a certain size regardless of location, following prescribed
maintenance practices for engines (which are consistent with our existing practices), and
implementing additional emissions testing and monitoring. On October 19, 2010, we submitted a legal
challenge to the U.S. Court of Appeals for the D.C. Circuit and a Petition for Administrative
Reconsideration to EPA for some monitoring aspects of the rule. The legal challenge has been held
in abeyance since December 3, 2010, pending EPAs consideration of the Petition for Administrative
Reconsideration. On January 5, 2011, the EPA approved the request for reconsideration of the
monitoring issues and that reconsideration process is ongoing. At this point, we cannot predict
when, how or if an EPA or a court ruling would modify the final rule, and as a result
we cannot currently accurately predict the cost to comply with the rules requirements. Compliance
with the final rule is required by October 2013.
In addition, the TCEQ has finalized revisions to certain air permit programs that significantly
increase the air permitting requirements for new and certain existing oil and gas production and
gathering sites for 23 counties in the Barnett Shale production area. The final rule establishes
new emissions standards for engines, which could impact the operation of specific categories of
engines by requiring the use of alternative engines, compressor packages or the installation of
aftermarket emissions control equipment. The rule will become effective for the Barnett Shale
production area in April 2011, with the lower emissions standards becoming applicable between 2015
and 2030 depending on the type of engine and the permitting requirements. The cost to comply with
the revised air permit programs is not expected to be material at this time. However, the TCEQ has
stated it will consider expanding application of the new air permit program statewide. At this
point, we cannot predict the cost to comply with such requirements if the geographic scope is
expanded.
In June 2010, the EPA formally proposed modifications to existing regulations under the CAA that
established new source performance standards for manufacturers, owners and operators of new,
modified and reconstructed stationary internal combustion engines. The proposed rule modifications,
if adopted as drafted by the EPA, may require us to undertake significant expenditures, including
expenditures for purchasing, installing, monitoring and maintaining emissions control equipment on
a potentially significant percentage of our natural gas compressor engine fleet. At this point, we
cannot predict the final regulatory requirements or the cost to comply with such requirements. The
EPA expects to finalize the proposed rules in May 2011 with an effective date targeted for July
2011.
These new regulations and proposals, when finalized, and any other new regulations requiring the
installation of more sophisticated pollution control equipment could have a material adverse impact
on our business, financial condition, results of operations and ability to make cash distributions
to our unitholders.
We are subject to substantial environmental regulation, and changes in these regulations could
increase our costs or liabilities.
We are subject to stringent and complex federal, state and local laws and regulations, including
laws and regulations regarding the discharge of materials into the environment, emission controls
and other environmental protection and occupational health and safety concerns. Environmental laws
and regulations may, in certain circumstances, impose strict liability for environmental
contamination, which may render us liable for remediation costs, natural resource damages and other
damages as a result of our conduct that was lawful at the time it occurred or the conduct of, or
conditions caused by, prior owners or operators or other third parties. In addition, where
contamination may be present, it is not uncommon for neighboring land owners and other third
parties to file claims for personal injury, property damage and recovery of response costs.
Remediation costs and other damages arising as a result of environmental laws and regulations, and
costs associated with new information, changes in existing environmental laws and regulations or
the adoption of new environmental laws and regulations could be substantial and could negatively
impact our financial
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condition or results of operations. Moreover, failure to comply with these environmental laws and
regulations may result in the imposition of administrative, civil and criminal penalties and the
issuance of injunctions delaying or prohibiting operations.
We may need to apply for or amend facility permits or licenses from time to time with respect to
storm water or wastewater discharges, waste handling, or air emissions relating to manufacturing
activities or equipment operations, which subjects us to new or revised permitting conditions that
may be onerous or costly to comply with. In addition, certain of our customer service arrangements
may require us to operate, on behalf of a specific customer, petroleum storage units such as
underground tanks or pipelines and other regulated units, all of which may impose additional
compliance and permitting obligations.
We conduct operations at numerous facilities in a wide variety of locations across the continental
U.S. The operations at many of these facilities require U.S. federal, state or local environmental
permits or other authorizations. Additionally, natural gas compressors at many of our customers
facilities require individual air permits or general authorizations to operate under various air
regulatory programs established by rule or regulation. These permits and authorizations frequently
contain numerous compliance requirements, including monitoring and reporting obligations and
operational restrictions, such as emission limits. Given the large number of facilities in which we
operate, and the numerous environmental permits and other authorizations that are applicable to our
operations, we may occasionally identify or be notified of technical violations of certain
requirements existing in various permits or other authorizations. Occasionally, we have been
assessed penalties for our non-compliance, and we could be subject to such penalties in the future.
We routinely deal with natural gas, oil and other petroleum products. Hydrocarbons or other
hazardous substances or wastes may have been disposed or released on, under or from properties used
by us to provide contract operations services or inactive compression storage or on or under other
locations where such substances or wastes have been taken for disposal. These properties may be
subject to investigatory, remediation and monitoring requirements under federal, state and local
environmental laws and regulations.
The modification or interpretation of existing environmental laws or regulations, the more vigorous
enforcement of existing environmental laws or regulations, or the adoption of new environmental
laws or regulations may also negatively impact oil and natural gas exploration and production,
gathering and pipeline companies, including our customers, which in turn could have a negative
impact on us.
Climate change legislation and regulatory initiatives could result in increased compliance costs.
In recent years, the U.S. Congress has been considering legislation to restrict or regulate
emissions of greenhouse gases, such as carbon dioxide and methane, that are understood to
contribute to global warming. The American Clean Energy and Security Act of 2009, passed by the
House of Representatives, would, if enacted by the full Congress, have required greenhouse gas
emissions reductions by covered sources of as much as 17% from 2005 levels by 2020 and by as much
as 83% by 2050. It presently appears unlikely that comprehensive climate legislation will be passed
by either house of Congress in the near future, although energy legislation and other initiatives
are expected to be proposed that may be relevant to greenhouse gas emissions issues. In addition,
almost half of the states, either individually or through multi-state regional initiatives, have
begun to address greenhouse gas emissions, primarily through the planned development of emission
inventories or regional greenhouse gas cap and trade programs. Although most of the state-level
initiatives have to date been focused on large sources of greenhouse gas emissions, such as
electric power plants, it is possible that smaller sources such as our gas-fired compressors could
become subject to greenhouse gas-related regulation. Depending on the particular program, we could
be required to control emissions or to purchase and surrender allowances for greenhouse gas
emissions resulting from our operations.
Independent of Congress, the EPA is beginning to adopt regulations controlling greenhouse gas
emissions under its existing CAA authority. For example, in September 2009, the EPA adopted a new
rule requiring approximately 13,000 facilities comprising a substantial percentage of annual U.S.
greenhouse gas emissions to inventory their emissions starting in 2010 and to report those
emissions to the EPA beginning in 2011. On November 30, 2010, the EPA finalized additional portions
of this inventory rule relating to petroleum and natural gas systems that require inventories for
that category of facilities beginning in January 2011 and reporting of those inventories beginning
in March 2012. Also, on December 15, 2009, the EPA officially published its finalized determination
that emissions of carbon dioxide, methane and other greenhouse gases present an endangerment to
human health and the environment because emissions of such gases are, according to the EPA,
contributing to warming of the earths atmosphere and other climatic changes. These findings by the
EPA pave the way for the agency to adopt and implement regulations that would restrict emissions of
greenhouse gases under existing provisions of the CAA. Further, the EPA in June 2010 published a
final rule providing for the tailored applicability of criteria that determine which stationary
sources and modification projects become subject to permitting requirements for greenhouse gas
emissions under two of the agencys major air permitting programs. The EPA reported that the
rulemaking was
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necessary because without it certain permitting requirements would apply as of January 2011 at an
emissions level that would have greatly increased the number of required permits and, among other
things, imposed undue costs on small sources and overwhelmed the resources of permitting
authorities. In the rule, the EPA established two initial steps of phase-in to minimize those
burdens, excluding certain smaller sources from greenhouse gas permitting until at least April 30,
2016. On January 2, 2011, the first step of the phase-in applied only to new projects at major
sources (as defined under those CAA permitting programs) that, among other things, increase net
greenhouse gas emissions by 75,000 tons per year. In July 2011, the second step of the phase-in
will capture sources that have the potential to emit at least 100,000 tons per year of greenhouse
gases. This new permitting program may affect some of our customers largest new or modified
facilities going forward.
Although it is not currently possible to predict how any such proposed or future greenhouse gas
legislation or regulation by Congress, the states or multi-state regions will impact our business,
any legislation or regulation of greenhouse gas emissions that may be imposed in areas in which we
conduct business could result in increased compliance costs or additional operating restrictions or
reduced demand for our services, and could have a material adverse effect on our business,
financial condition, results of operations and ability to make cash distributions to our
unitholders.
We do not insure against all potential losses and could be seriously harmed by unexpected
liabilities.
Our operations are subject to inherent risks such as equipment defects, malfunction and failures
and natural disasters that can result in uncontrollable flows of natural gas or well fluids, fires
and explosions. These risks could expose us to substantial liability for personal injury, death,
property damage, pollution and other environmental damages. Exterran Holdings insures our property
and operations against many of these risks; however, the insurance it carries may not be adequate
to cover our claims or losses. Exterran Holdings currently has minimal insurance on our offshore
assets. In addition, Exterran Holdings is substantially self-insured for workers compensation,
employers liability, property, auto liability, general liability and employee group health claims
in view of the relatively high per-incident deductibles it absorbs under its insurance arrangements
for these risks. Further, insurance covering the risks we face or in the amounts we desire may not
be available in the future or, if available, the premiums may not be commercially justifiable. If
we were to incur substantial liability and such damages were not covered by insurance or were in
excess of policy limits, or if we were to incur liability at a time when we are not able to obtain
liability insurance, our business, results of operations and financial condition could be
negatively impacted.
Risks Inherent in an Investment in Our Common Units
Exterran Holdings controls our general partner, which has sole responsibility for conducting our
business and managing our operations. Exterran Holdings has conflicts of interest, which may permit
it to favor its own interests to our unitholders detriment.
Exterran Holdings owns and controls our general partner. One of our general partners directors is
a director of Exterran Holdings and most of our executive officers are officers of Exterran
Holdings. Therefore, conflicts of interest may arise between Exterran Holdings and its affiliates,
including our general partner, on the one hand, and us and our unitholders, on the other hand. In
resolving these conflicts of interest, our general partner may favor its own interests and the
interests of its affiliates over the interests of our unitholders. These conflicts include, among
others, the following situations:
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neither our partnership agreement nor any other agreement requires Exterran Holdings to
pursue a business strategy that favors us. Exterran Holdings directors and officers have a
fiduciary duty to make these decisions in the best interests of the owners of Exterran
Holdings, which may be contrary to our interests; |
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our general partner controls the interpretation and enforcement of contractual
obligations between us and our affiliates, on the one hand, and Exterran Holdings, on the
other hand, including provisions governing administrative services, acquisitions and
transfers of compression equipment and non-competition provisions; |
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our general partner controls whether we agree to acquire additional contract operations
customers or assets from Exterran Holdings that are offered to us by Exterran Holdings and
the terms of such acquisitions; |
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our general partner is allowed to take into account the interests of parties other than
us, such as Exterran Holdings and its affiliates, in resolving conflicts of interest; |
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other than as provided in our Omnibus Agreement with Exterran Holdings, Exterran Holdings
and its affiliates are not limited in their ability to compete with us. Exterran Holdings
will continue to engage in U.S. and international contract operations services |
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as well as third-party sales coupled with aftermarket service contracts and may, in certain
circumstances, compete with us with respect to any future acquisition opportunities; |
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Exterran Holdings U.S. and international contract compression services businesses and
its third-party equipment customers may compete with us for newly fabricated and idle
compression equipment and Exterran Holdings is under no obligation to offer equipment to us
for purchase or use; |
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all of the officers and employees of Exterran Holdings who provide services to us also
will devote significant time to the business of Exterran Holdings, and will be compensated
by Exterran Holdings for the services rendered to it; |
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our general partner has limited its liability and reduced its fiduciary duties, and has
also restricted the remedies available to our unitholders for actions that, without the
limitations, might constitute breaches of fiduciary duty; |
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our general partner determines the amount and timing of asset purchases and sales,
borrowings, issuance of additional partnership securities and reserves, each of which can
affect the amount of cash that is distributed to unitholders; |
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our general partner determines the amount and timing of any capital expenditures and
whether a capital expenditure is a maintenance capital expenditure, which reduces operating
surplus, or an expansion capital expenditure, which does not reduce operating surplus. This
determination can affect the amount of cash that is distributed to our unitholders and the
ability of the subordinated units to convert to common units; |
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our general partner determines which costs incurred by it and its affiliates are
reimbursable by us and Exterran Holdings determines the allocation of shared overhead
expenses; |
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our partnership agreement does not restrict our general partner from causing us to pay it
or its affiliates for any services rendered to us or entering into additional contractual
arrangements with any of these entities on our behalf; |
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our general partner intends to limit its liability regarding our contractual and other
obligations and, in some circumstances, is entitled to be indemnified by us; |
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our general partner may exercise its limited right to call and purchase common units if
it and its affiliates own more than 80% of the common units; and |
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our general partner decides whether to retain separate counsel, accountants or others to
perform services for us. |
Cost reimbursements due to our general partner and its affiliates for services provided, which are
determined by our general partner, are substantial and reduce our cash available for distribution
to our unitholders.
Pursuant to the Omnibus Agreement we entered into with Exterran Holdings, our general partner, and
others, Exterran Holdings receives reimbursement for the payment of operating expenses related to
our operations and for the provision of various general and administrative services for our
benefit. Payments for these services are substantial and reduce the amount of cash available for
distribution to unitholders. In addition, under Delaware partnership law, our general partner has
unlimited liability for our obligations, such as our debts and environmental liabilities, except
for our contractual obligations that are expressly made without recourse to our general partner. To
the extent our general partner incurs obligations on our behalf, we are obligated to reimburse or
indemnify it. If we are unable or unwilling to reimburse or indemnify our general partner, our
general partner may take actions to cause us to make payments of these obligations and liabilities.
Any such payments could reduce the amount of cash otherwise available for distribution to our
unitholders.
Our partnership agreement limits our general partners fiduciary duties to holders of our common
units and subordinated units and restricts the remedies available to holders of our common units
and subordinated units for actions taken by our general partner that might otherwise constitute
breaches of fiduciary duty.
Our partnership agreement contains provisions that reduce the fiduciary standards to which our
general partner would otherwise be held by state fiduciary duty laws. For example, our partnership
agreement:
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permits our general partner to make a number of decisions in its individual capacity, as
opposed to in its capacity as our general partner. This entitles our general partner to
consider only the interests and factors that it desires, and it has no duty or obligation to
give any consideration to any interest of, or factors affecting, us, our affiliates or any
limited partner. Examples include the exercise of its limited call right, the exercise of
its rights to transfer or vote the units it owns, the exercise of its registration rights
and its determination whether or not to consent to any merger or consolidation of the
partnership or amendment to the partnership agreement; |
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provides that our general partner will not have any liability to us or our unitholders
for decisions made in its capacity as a general partner so long as it acted in good faith,
meaning it believed the decision was in the best interests of our partnership; |
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generally provides that affiliated transactions and resolutions of conflicts of interest
not approved by the conflicts committee of our board of directors acting in good faith and
not involving a vote of unitholders must be on terms no less favorable to us than those
generally being provided to or available from unrelated third parties or must be fair and
reasonable to us, as determined by our general partner in good faith and that, in
determining whether a transaction or resolution is fair and reasonable, our general
partner may consider the totality of the relationships between the parties involved,
including other transactions that may be particularly advantageous or beneficial to us; |
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provides that our general partner and its officers and directors will not be liable for
monetary damages to us, our limited partners or assignees for any acts or omissions unless
there has been a final and non-appealable judgment entered by a court of competent
jurisdiction determining that the general partner or those other persons acted in bad faith
or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with
knowledge that the conduct was criminal; and |
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provides that in resolving conflicts of interest, it will be presumed that in making its
decision the general partner acted in good faith, and in any proceeding brought by or on
behalf of any limited partner or us, the person bringing or prosecuting such proceeding will
have the burden of overcoming such presumption. |
Holders of our common units have limited voting rights and are not entitled to elect our general
partner or its general partners directors, which could reduce the price at which the common units
will trade.
Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on
matters affecting our business and, therefore, limited ability to influence managements decisions
regarding our business. Unitholders do not elect our general partner or its general partners board
of directors, and have no right to elect our general partner or its general partners board of
directors on an annual or other continuing basis. Our board of directors is chosen by its sole
member, a subsidiary of Exterran Holdings. Furthermore, if the unitholders are dissatisfied with
the performance of our general partner, they have little ability to remove our general partner. As
a result of these limitations, the price at which the common units trade could be diminished
because of the absence or reduction of a takeover premium in the trading price.
Even if holders of our common units are dissatisfied, they cannot currently remove our general
partner without its consent.
The unitholders are unable to remove our general partner without its consent because our general
partner and its affiliates own sufficient units to be able to prevent its removal. The vote of the
holders of at least 66 2/3% of all outstanding units voting together as a single class is required
to remove the general partner. As of December 31, 2010, our general partner and its affiliates
owned 57% of our aggregate outstanding common and subordinated units. Also, if our general partner
is removed without cause during the subordination period and units held by our general partner and
its affiliates are not voted in favor of that removal, all remaining subordinated units will
automatically convert into common units and any existing arrearages on our common units will be
extinguished. A removal of our general partner under these circumstances would adversely affect our
common units by prematurely eliminating their distribution and liquidation preference over our
subordinated units, which would otherwise have continued until we had met certain distribution and
performance tests. Cause is narrowly defined to mean that a court of competent jurisdiction has
entered a final, non-appealable judgment finding the general partner liable for actual fraud or
willful or wanton misconduct in its capacity as our general partner. Cause does not include most
cases of charges of poor management of the business, so the removal of the general partner because
of the unitholders dissatisfaction with our general partners performance in managing our
partnership will most likely result in the termination of the subordination period and conversion
of all subordinated units to common units.
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Control of our general partner may be transferred to a third party without unitholder consent.
Our general partner, which is indirectly wholly owned by Exterran Holdings, may transfer its
general partner interest to a third party in a merger, or in a sale of all or substantially all of
its assets without the consent of the unitholders. Furthermore, our partnership agreement does not
restrict the ability of Exterran Holdings, the owner of our general partner, from transferring all
or a portion of its ownership interest in our general partner to a third party. The new owners of
our general partner would then be in a position to replace the board of directors and officers of
our general partners general partner with its own choices and thereby influence the decisions
taken by the board of directors and officers.
We may issue additional units without unitholder approval, which would dilute our unitholders
existing ownership interests.
Our partnership agreement does not limit the number of additional limited partner interests that we
may issue at any time without the approval of our unitholders. The issuance by us of additional
common units or other equity securities of equal or senior rank will have the following effects:
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our unitholders proportionate ownership interest in us will decrease; |
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the amount of cash available for distribution on each unit may decrease; |
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because a lower percentage of total outstanding units will be subordinated units, the
risk that a shortfall in the payment of the minimum quarterly distribution will be borne by
our common unitholders will increase; |
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the ratio of taxable income to distributions may increase; |
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the relative voting strength of each previously outstanding unit may be diminished; and |
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the market price of the common units may decline. |
Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our
common units, other than our general partner and its affiliates, including Exterran Holdings.
Unitholders voting rights are further restricted by the partnership agreement provision providing
that any units held by a person that owns 20% or more of any class of units then outstanding, other
than our general partner, its affiliates, including Exterran Holdings, their transferees and
persons who acquired such units with the prior approval of our board of directors, cannot vote on
any matter. Our partnership agreement also contains provisions limiting the ability of unitholders
to call meetings or to acquire information about our operations, as well as other provisions.
Affiliates of our general partner may sell common or subordinated units in the public or private
markets, which sales could have an adverse impact on the trading price of the common units.
At December 31, 2010, Exterran Holdings and its affiliates held 4,743,750 subordinated units and
13,666,107 common units. All of the subordinated units will convert into common units at the end of
the subordination period and some or all may convert earlier. The sale of these subordinated units
or common units in the public or private markets could have an adverse impact on the price of the
common units or on any trading market that may develop.
Our general partner has a limited call right that may require unitholders to sell their units at an
undesirable time or price.
If at any time our general partner and its affiliates own more than 80% of the common units, our
general partner will have the right, but not the obligation, which it may assign to any of its
affiliates or to us, to acquire all, but not less than all, of the common units held by
unaffiliated persons at a price not less than their then-current market price. As a result,
unitholders may be required to sell their common units at an undesirable time or price and may not
receive any return on their investment. Unitholders may also incur a tax liability upon a sale of
their units. At December 31, 2010, our general partner and its affiliates owned 57% of our
aggregate outstanding common and subordinated units, including all of our subordinated units.
Unitholder liability may not be limited if a court finds that unitholder action constitutes control
of our business.
A general partner of a partnership generally has unlimited liability for the obligations of the
partnership, except for those contractual obligations of the partnership that are expressly made
without recourse to the general partner. Our partnership is organized under Delaware law and we
conduct business in a number of other states. The limitations on the liability of holders of
limited partner
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interests for the obligations of a limited partnership have not been clearly established in some of
the other states in which we do business. Unitholders could be liable for any and all of our
obligations as if they were a general partner if:
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a court or government agency determined that we were conducting business in a state but
had not complied with that particular states partnership statute; or |
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a unitholders right to act with other unitholders to remove or replace the general
partner, to approve some amendments to our partnership agreement or to take other actions
under our partnership agreement constitutes control of our business. |
Unitholders may have liability to repay distributions that were wrongfully distributed to them.
Under certain circumstances, unitholders may have to repay amounts wrongfully returned or
distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act,
we may not make a distribution to our unitholders if the distribution would cause our liabilities
to exceed the fair value of our assets. Delaware law provides that for a period of three years from
the date of the impermissible distribution, limited partners who received the distribution and who
knew at the time of the distribution that it violated Delaware law will be liable to the limited
partnership for the distribution amount. Substituted limited partners are liable for the
obligations of the assignor to make contributions to the partnership that are known to the
substituted limited partner at the time it became a limited partner and for unknown obligations if
the liabilities could be determined from the partnership agreement. Liabilities to partners on
account of their partnership interest and liabilities that are non-recourse to the partnership are
not counted for purposes of determining whether a distribution is permitted.
Our common units have a limited trading volume compared to other units representing limited partner
interests.
Our common units are traded publicly on the NASDAQ Global Select Market under the symbol EXLP.
However, daily trading volumes for our common units are, and may continue to be, relatively small
compared to many other units representing limited partner interests quoted on the NASDAQ. The price
of our common units may, therefore, be volatile.
The market price of our common units may also be influenced by many factors, some of which are
beyond our control, including:
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our quarterly distributions; |
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our quarterly or annual earnings or those of other companies or partnerships in our
industry; |
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changes in commodity prices; |
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changes in demand for natural gas in the U.S.; |
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loss of a large customer; |
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announcements by us or our competitors of significant contracts or acquisitions; |
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changes in accounting standards, policies, guidance, interpretations or principles; |
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tax legislation; |
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general economic conditions; |
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the failure of securities analysts to cover our common units or changes in financial
estimates by analysts; |
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future sales of our common units; and |
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the other factors described in these Risk Factors. |
Increases in interest rates could adversely impact our unit price, our ability to issue additional
equity or incur debt to make acquisitions or for other purposes, and our ability to make
distributions to our unitholders.
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As with other yield-oriented securities, our unit price is impacted by the level of our cash
distributions and implied distribution yield. The distribution yield is often used by investors to
compare and rank related yield-oriented securities for investment decision-making purposes.
Therefore, changes in interest rates, either positive or negative, may affect the yield
requirements of investors who invest in our units, and a rising interest rate environment could
have an adverse impact on our unit price, our ability to issue additional equity or incur debt to
make acquisitions or for other purposes and our ability to make distributions to our unitholders.
Tax Risks to Common Unitholders
Our tax treatment depends on our status as a partnership for federal income tax purposes. We could
lose our status as a partnership for a number of reasons, including not having enough qualifying
income. If the Internal Revenue Service, or IRS, were to treat us as a corporation for federal
income tax purposes, then our cash available for distribution to you would be substantially
reduced.
The anticipated after-tax economic benefit of an investment in our common units depends largely on
our being treated as a partnership for federal income tax purposes. The IRS has made no
determination on our partnership status or any other tax matter affecting us.
Despite the fact that we are a limited partnership under Delaware law, a publicly traded
partnership such as us will be treated as a corporation for federal income tax purposes unless 90%
or more of its gross income from its business activities is qualifying income under Section
7704(d) of the Internal Revenue Code. Qualifying income includes income and gains derived from
the exploration, development, production, processing, transportation, storage and marketing of
natural gas and natural gas products or other passive types of income such as interest and
dividends. Although we do not believe based upon our current operations that we are treated as a
corporation, we could be treated as a corporation for federal income tax purposes or otherwise
subject to taxation as an entity if our gross income is not properly classified as qualifying
income, there is a change in our business or there is a change in current law.
If we were treated as a corporation for federal income tax purposes, we would pay federal income
tax on our taxable income at the corporate tax rate, which is currently a maximum of 35%, and would
likely pay state income tax at varying rates. Distributions to unitholders would generally be taxed
again as corporate distributions, and no income, gains, losses or deductions would flow through to
you. Because a tax would be imposed upon us as a corporation, our cash available for distribution
to you would be substantially reduced. Therefore, treatment of us as a corporation would result in
a material reduction in the anticipated cash flow and after-tax return to the unitholders, likely
causing a substantial reduction in the value of our common units.
If we were subjected to additional entity-level taxation by individual states, it would reduce our
cash available for distribution to you.
Changes in current state law may subject us to additional entity-level taxation by individual
states. Because of widespread state budget deficits and other reasons, several states are
evaluating ways to subject partnerships to entity-level taxation through the imposition of state
income, franchise and other forms of taxation. Currently we are subject to income and franchise
taxes in several states. Imposition of such taxes on us reduce the cash available for distribution
to our unitholders and may adversely affect the value of our common units. Our partnership
agreement provides that if a law is enacted or existing law is modified or interpreted in a manner
that subjects us to additional amounts of entity-level taxation, the minimum quarterly distribution
amount and the target distribution amounts may be adjusted to reflect the impact of that law on us.
If the IRS contests the federal income tax positions we take, the market for our common units may
be adversely affected, and the costs of any IRS contest will reduce our cash available for
distribution to you.
The IRS has made no determination with respect to our treatment as a partnership for federal income
tax purposes, the classification of any of the gross income from our business operations as
qualifying income under Section 7704 of the Internal Revenue Code, or any other matter affecting
us. The IRS may adopt positions that differ from the positions we take. It may be necessary to
resort to administrative or court proceedings to sustain some or all of the positions we take. A
court may not agree with, some or all of the positions we take. Any contest with the IRS may
materially and adversely impact the market for our common units and the price at which they trade.
In addition, the costs of any contest with the IRS will result in a reduction in cash available for
distribution to our unitholders and thus will be borne indirectly by our unitholders and our
general partner.
The tax treatment of publicly traded partnerships or an investment in our common units could be
subject to potential legislative, judicial or administrative changes and differing interpretations,
possibly on a retroactive basis.
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The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an
investment in our common units may be modified by administrative, legislative or judicial
interpretation at any time. For example, judicial interpretations of the U.S. federal income tax
laws may have a direct or indirect impact on our status as a partnership and, in some instances, a
courts conclusions may heighten the risk of a challenge regarding our status as a partnership.
Moreover, members of Congress have recently considered substantive changes to the existing U.S.
federal income tax laws that would have affected certain publicly traded partnerships. Any
modification to the U.S. federal income tax laws and interpretations thereof may or may not be
applied retroactively and could make it more difficult or impossible to meet the qualifying
income exception for us to be treated as a partnership for U.S. federal income tax purposes.
Although the legislation considered would not have appeared to affect our tax treatment as a
partnership, we are unable to predict whether any of these changes, or other proposals, will be
reconsidered or will ultimately be enacted. Any such changes or differing judicial interpretations
of existing laws could negatively impact the value of an investment in our common units. Our
partnership agreement provides that if a law is enacted or existing law is modified or interpreted
in a manner that subjects us to taxation as a corporation or otherwise subjects us to additional
entity-level taxation, the minimum quarterly distribution amount and the target distribution
amounts may be adjusted to reflect the impact of that law on us.
You will be required to pay taxes on your share of our income even if you do not receive any cash
distributions from us.
Because our unitholders will be treated as partners to whom we will allocate taxable income, which
could be different in amount than the cash we distribute, you will be required to pay any federal
income taxes and, in some cases, state and local income taxes on your share of our taxable income
even if you receive no cash distributions from us. You may not receive cash distributions from us
equal to your share of our taxable income or even equal to the actual tax liability that results
from that income.
Tax gain or loss on the disposition of our common units could be more or less than expected.
If you sell your common units, you will recognize a gain or loss equal to the difference between
the amount realized and your tax basis in those common units. Because distributions in excess of
your allocable share of our net taxable income decrease your tax basis in your common units, the
amount, if any, of such prior excess distributions with respect to the common units you sell will,
in effect, become taxable income to you if you sell such common units at a price greater than your
tax basis in those common units, even if the price you receive is less than your original cost.
Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be
taxed as ordinary income due to potential recapture items, including depreciation recapture. In
addition, because the amount realized includes a unitholders share of our nonrecourse liabilities,
if you sell your units, you may incur a tax liability in excess of the amount of cash you receive
from the sale.
Tax-exempt entities and non-U.S. persons face unique tax issues from owning our common units that
may result in adverse tax consequences to them.
Investment in common units by tax-exempt entities, such as employee benefit plans and individual
retirement accounts (IRAs), and non-U.S. persons raises issues unique to them. For example,
virtually all of our income allocated to organizations that are exempt from federal income tax,
including IRAs and other retirement plans, will be unrelated business taxable income and will be
taxable to them. Distributions to non-U.S. persons will be reduced by withholding taxes imposed at
the highest applicable effective tax rate, and non-U.S. persons will be required to file U.S.
federal tax returns and pay tax on their share of our taxable income. If you are a tax-exempt
entity or a non-U.S. person, you should consult your tax advisor before investing in our common
units.
We treat each purchaser of our common units as having the same tax benefits without regard to the
actual common units purchased. The IRS may challenge this treatment, which could adversely affect
the value of the common units.
Due to a number of factors, including our inability to match transferors and transferees of common
units and because of other reasons, we have adopted depreciation and amortization positions that
may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to
those positions could adversely affect the amount of tax benefits available to you. It also could
affect the timing of these tax benefits or the amount of gain from the sale of common units and
could have a negative impact on the value of our common units or result in audit adjustments to
your tax returns.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our
units each month based upon the ownership of our units on the first day of each month, instead of
on the basis of the date a particular unit is transferred. The IRS may challenge this treatment,
and, if successful, we would be required to change the allocation of items of income, gain, loss
and deduction among our unitholders.
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We prorate our items of income, gain, loss and deduction between transferors and transferees of our
units each month based upon the ownership of our units on the first day of each month, instead of
on the basis of the date a particular unit is transferred. The use of this proration method may not
be permitted under existing Treasury regulations. Recently, the U.S. Treasury Department issued
proposed Treasury Regulations that provide a safe harbor pursuant to which publicly traded
partnerships may use a similar monthly simplifying convention to allocate tax items among
transferor and transferee unitholders. If the IRS were to successfully challenge this method or new
Treasury Regulations were issued, we could be required to change the allocation of items of income,
gain, loss and deduction among our unitholders.
A unitholder whose units are loaned to a short seller to cover a short sale of units may be
considered as having disposed of those units. If so, he would no longer be treated for tax purposes
as a partner with respect to those units during the period of the loan and may recognize gain or
loss from the disposition.
Because a unitholder whose units are loaned to a short seller to cover a short sale of units may
be considered as having disposed of the loaned units, he may no longer be treated for tax purposes
as a partner with respect to those units during the period of the loan to the short seller and the
unitholder may recognize gain or loss from such disposition. Moreover, during the period of the
loan to the short seller, any of our income, gain, loss or deduction with respect to those units
may not be reportable by the unitholder and any cash distributions received by the unitholder as to
those units could be fully taxable as ordinary income. Unitholders desiring to assure their status
as partners and avoid the risk of gain recognition from a loan to a short seller are urged to
modify any applicable brokerage account agreements to prohibit their brokers from borrowing their
units.
We have adopted certain valuation methodologies that could result in a shift of income, gain, loss
and deduction between the general partner and the unitholders. The IRS may successfully challenge
this treatment, which could adversely affect the value of the common units.
When we issue additional units or engage in certain other transactions, we determine the fair
market value of our assets and allocate any unrealized gain or loss attributable to our assets to
the capital accounts of our unitholders and our general partner. Our methodology may be viewed as
understating the value of our assets. In that case, there may be a shift of income, gain, loss and
deduction between certain unitholders and the general partner, which may be unfavorable to such
unitholders. Moreover, under our valuation methods, subsequent purchasers of common units may have
a greater portion of their Internal Revenue Code Section 743(b) adjustment allocated to our
tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge our
valuation methods, or our allocation of the Section 743(b) adjustment attributable to our tangible
and intangible assets, and allocations of income, gain, loss and deduction between the general
partner and certain of our unitholders.
A successful IRS challenge to these methods or allocations could adversely affect the amount of
taxable income or loss being allocated to our unitholders. It also could affect the amount of gain
from our unitholders sale of common units and could have a negative impact on the value of the
common units or result in audit adjustments to our unitholders tax returns without the benefit of
additional deductions.
The sale or exchange of 50% or more of our capital and profits interests during any twelve-month
period will result in the termination of our partnership for federal income tax purposes.
We will be considered to have constructively terminated as a partner for federal income tax
purposes if there is a sale or exchange of 50% or more of the total interests in our capital and
profits within a twelve-month period. For purposes of determining whether the 50% threshold has
been met, multiple sales of the same unit will count only once. Our termination would, among other
things, result in the closing of our taxable year for all unitholders, which would result in us
filing two tax returns (and our unitholders receiving two Schedules K-1) for one calendar year. Our
termination could also result in a deferral of depreciation deductions allowable in computing our
taxable income. In the case of a unitholder reporting on a taxable year other than a calendar year
ending December 31, the closing of our taxable year may also result in more than twelve months of
our taxable income or loss being includable in his taxable income for the year of termination. Our
termination currently would not affect our classification as a partnership for federal income tax
purposes, but instead, we would be treated as a new partnership for tax purposes. If treated as a
new partnership, we must make new tax elections and could be subject to penalties if we are unable
to determine that a termination occurred.
The IRS has recently announced a relief procedure whereby the IRS may
allow a publicly traded partnership that has technically terminated to provide only a single
Schedule K-1 to unitholders for the tax years in which the termination occurs.
31
As a result of investing in our common units, you may become subject to international, state
and local taxes and return filing requirements in jurisdictions where we operate or own or acquire
property.
In addition to federal income taxes, you will likely be subject to other taxes, including
international, state and local taxes, unincorporated business taxes and estate, inheritance or
intangible taxes that are imposed by the various jurisdictions in which we do business or own or
acquire property now or in the future, even if you do not live in any of those jurisdictions. You
will likely be required to file international, state and local income tax returns and pay state and
local income taxes in some or all of these jurisdictions. Further, you may be subject to penalties
for failure to comply with those requirements. We conduct business and/or own assets in the states
of Alabama, Arizona, Arkansas, California, Colorado, Illinois, Kansas, Kentucky, Louisiana,
Michigan, Mississippi, Montana, Nebraska, New Mexico, New York, North Dakota, Ohio, Oklahoma,
Pennsylvania, South Dakota, Tennessee, Texas, Utah, Virginia, West Virginia, and Wyoming. Each of
these states, other than Texas, South Dakota and Wyoming, currently imposes a personal income tax
on individuals. A majority of these states impose an income tax on corporations and other entities
that may be unitholders. As we make acquisitions or expand our business, we may conduct business or
own assets in additional states that impose a personal income tax or that impose entity level taxes
to which certain unitholders could be subject. It is your responsibility to file all U.S. federal,
international, state and local tax returns applicable to you in your particular circumstances.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
Our corporate office is located at 16666 Northchase Drive, Houston, Texas 77060. We do not own or
lease any facilities or properties. Pursuant to our Omnibus Agreement, we reimburse Exterran
Holdings for the cost of our pro rata portion of the properties we utilize in connection with its
U.S. contract operations business and our business.
ITEM 3. Legal Proceedings
In the ordinary course of business, we are involved in various pending or threatened legal actions.
While management is unable to predict the ultimate outcome of these actions, it believes that any
ultimate liability arising from these actions will not have a material adverse effect on our
consolidated financial position, results of operations or cash flows; however, because of the
inherent uncertainty of litigation, we cannot provide assurance that the resolution of any
particular claim or proceeding to which we are a party will not have a material adverse effect on
our financial position, results of operation or cash flows for the period in which the resolution
occurs.
ITEM 4. Removed and Reserved
32
PART II
|
|
|
ITEM 5. |
|
Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities |
Our common units trade on the NASDAQ Global Market under the symbol EXLP. On February 17, 2011,
the closing price of a common unit was $29.18. At the close of business on February 10, 2011, based
upon information received from our transfer agent and brokers and
nominees, we had 17
registered common unitholders and approximately 8,500 street name holders. As of February 17,
2011, we have also issued 4,743,750 subordinated units, for which there is no established public
trading market. The subordinated units are held by Exterran Holdings. Exterran Holdings receives a
quarterly distribution on these units only after sufficient funds have been paid to the common
unitholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
|
Distribution |
|
|
|
Price Range |
|
|
per Common |
|
|
|
High |
|
|
Low |
|
|
Unit(1) |
|
Year Ended December 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
13.73 |
|
|
$ |
10.63 |
|
|
$ |
0.4625 |
|
Second Quarter |
|
$ |
15.54 |
|
|
$ |
11.79 |
|
|
$ |
0.4625 |
|
Third Quarter |
|
$ |
19.30 |
|
|
$ |
13.25 |
|
|
$ |
0.4625 |
|
Fourth Quarter |
|
$ |
23.22 |
|
|
$ |
15.56 |
|
|
$ |
0.4625 |
|
Year Ended December 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
24.45 |
|
|
$ |
20.02 |
|
|
$ |
0.4625 |
|
Second Quarter |
|
$ |
26.62 |
|
|
$ |
18.66 |
|
|
$ |
0.4625 |
|
Third Quarter |
|
$ |
26.50 |
|
|
$ |
20.75 |
|
|
$ |
0.4675 |
|
Fourth Quarter |
|
$ |
26.99 |
|
|
$ |
21.70 |
|
|
$ |
0.4725 |
|
|
|
|
(1) |
|
Cash distributions declared for each quarter are paid in the following
calendar quarter. |
For disclosures regarding securities authorized for issuance under equity compensation plans, see
Part III, Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters) of this report.
Cash Distribution Policy
Within 45 days after the end of each quarter, we will distribute all of our available cash (as
defined in our partnership agreement) to unitholders of record on the applicable record date.
However, there is no guarantee that we will pay any specific distribution level on the units in any
quarter. Even if our cash distribution policy is not modified or revoked, the amount of
distributions paid under our policy and the decision to make any distribution is determined by our
general partner, taking into consideration the terms of our partnership agreement. We will be
prohibited from making any distributions to unitholders if doing so would cause an event of
default, or an event of default exists, under our credit facilities.
Exterran Holdings owns 4,743,750 subordinated units. During the subordination period, the common
units have the right to receive distributions of available cash from operating surplus in an amount
equal to the minimum quarterly distribution of $0.35 per quarter, plus any arrearages in the
payment of the minimum quarterly distribution on the common units from prior quarters, before any
distributions of available cash from operating surplus may be made on the subordinated units. These
units are deemed subordinated units because for a period of time, referred to as the
subordination period, the subordinated units are not entitled to receive any distributions until
the common units have received the minimum quarterly distribution and any arrearages from prior
quarters. Furthermore, no arrearages will be paid on the subordinated units. The practical effect
of the subordinated units is to increase the likelihood that during the subordination period there
will be available cash to be distributed on the common units.
The subordination period will extend until the first day of any quarter beginning after September
30, 2011 that each of the following tests are met:
|
|
|
distributions of available cash from operating surplus on each of the outstanding common
units, subordinated units and general partner units equaled or exceeded the minimum
quarterly distribution for each of the three consecutive, non-overlapping four-quarter
periods immediately preceding that date;
|
33
|
|
|
the adjusted operating surplus (as defined in our partnership agreement) generated
during each of the three consecutive, non-overlapping four-quarter periods immediately
preceding that date equaled or exceeded the sum of the minimum quarterly distributions on
all of the outstanding common units, subordinated units and general partner units during
those periods on a fully diluted basis; and |
|
|
|
there are no arrearages in payment of the minimum quarterly distribution on the common
units. |
When the subordination period expires, each outstanding subordinated unit will convert into one
common unit and will then participate pro rata with the other common units in distributions of
available cash. In addition, if the unitholders remove our general partner other than for cause and
units held by the general partner and its affiliates are not voted in favor of such removal:
|
|
|
the subordination period will end and each subordinated unit will immediately convert
into one common unit; |
|
|
|
any existing arrearages in payment of the minimum quarterly distribution on the common
units will be extinguished; and |
|
|
|
the general partner will have the right to convert its general partner units and its
incentive distribution rights into common units or to receive cash in exchange for those
interests. |
Upon satisfaction of certain tests under our partnership agreement for any three consecutive
four-quarter periods ending on or after September 30, 2009, 25% of the subordinated units convert
into common units on a one-for-one basis. We met this condition as of June 30, 2010, and therefore
1,581,250 subordinated units owned by Exterran Holdings were converted into common units in August
2010. Similarly, if those tests are also satisfied for any three consecutive four-quarter periods
ending on or after September 30, 2010, an additional 25% of the subordinated units (measured as if
the first 25% of the subordinated units had not previously converted to common units) will convert
into common units on a one-for-one basis. The second early conversion of subordinated units may not
occur, however, until at least one year following the end of the period for the first early
conversion of subordinated units.
In addition, the subordination period will automatically terminate on the first day of any quarter
beginning on September 30, 2008, if each of the following tests is met:
|
|
|
distributions of available cash from operating surplus on each of the outstanding common
units, subordinated units and general partner units equaled or exceeded $2.10 (150% of the
annualized minimum quarterly distribution on such common units, subordinated units and
general partner units) for any four-quarter period immediately preceding that date; |
|
|
|
the adjusted operating surplus (as defined in our partnership agreement) generated
during any four-quarter period immediately preceding that date equaled or exceeded the sum
of a distribution of $2.10 (150% of the annualized minimum quarterly distribution) on all of
the outstanding common units, subordinated units and general partner units on a fully
diluted basis; and |
|
|
|
there are no arrearages in payment of the minimum quarterly distribution on the common
units. |
We will make distributions of available cash (as defined in our partnership agreement) from
operating surplus for any quarter during any subordination period in the following manner:
|
|
|
first, 98% to the common unitholders, pro rata, and 2% to our general partner, until we
distribute for each outstanding common unit an amount equal to the minimum quarterly
distribution for that quarter; |
|
|
|
second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we
distribute for each outstanding common unit an amount equal to any arrearages in payment of
the minimum quarterly distribution on the common units for any prior quarters during the
subordination period; |
|
|
|
third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner,
until we distribute for each subordinated unit an amount equal to the minimum quarterly
distribution for that quarter; |
|
|
|
fourth, 98% to all common and subordinated unitholders, pro rata, and 2% to our general
partner, until each unit has received a distribution of $0.4025; |
34
|
|
|
fifth, 85% to all common and subordinated unitholders, pro rata, and 15% to our general
partner, until each unit has received a distribution of $0.4375; |
|
|
|
sixth, 75% to all common and subordinated unitholders, pro rata, and 25% to our general
partner, until each unit has received a total of $0.525; and |
|
|
|
thereafter, 50% to all common and subordinated unitholders, pro rata, and 50% to our
general partner. |
35
|
|
|
ITEM 6. |
|
Selected Financial Data |
SELECTED HISTORICAL FINANCIAL DATA
EXTERRAN PARTNERS, L.P.
The following table shows selected historical consolidated financial data of Exterran Partners,
L.P. and of Exterran Partners Predecessor, our predecessor, for the periods and as of the dates
presented. While we were formed in June 2006, we did not commence operations until October 20,
2006. Because our operations only represent a portion of the business of our predecessor and other
factors, our results of operations are not comparable to our predecessors historical results.
The selected historical financial data as of December 31, 2010, 2009, 2008, 2007 and 2006 and for
the years ended December 31, 2010, 2009, 2008 and 2007 and the period from June 22, 2006 through
December 31, 2006 have been derived from our audited consolidated financial statements. The
selected historical financial data for the period from January 1, 2006 through October 19, 2006 has
been derived from the audited combined financial statements of our predecessor. The following
information should be read together with Managements Discussion and Analysis of Financial
Condition and Results of Operations and the Financial Statements which are contained in this
report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exterran Partners |
|
|
|
Exterran Partners, L.P. |
|
|
Predecessor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 22, 2006 |
|
|
January 1, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
through |
|
|
|
Years Ended December 31, |
|
|
December 31, |
|
|
October 19, |
|
|
|
2010(1) |
|
|
2009(1) |
|
|
2008(1) |
|
|
2007(1) |
|
|
2006(1)(2) |
|
|
2006 |
|
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
237,636 |
|
|
$ |
181,729 |
|
|
$ |
163,712 |
|
|
$ |
107,675 |
|
|
$ |
13,465 |
|
|
$ |
317,973 |
|
Gross margin(3) |
|
|
113,394 |
|
|
|
98,249 |
|
|
|
90,149 |
|
|
|
61,609 |
|
|
|
8,194 |
|
|
|
199,573 |
|
Depreciation and amortization |
|
|
52,518 |
|
|
|
36,452 |
|
|
|
27,053 |
|
|
|
16,570 |
|
|
|
2,108 |
|
|
|
61,317 |
|
Long-lived asset impairment(4) |
|
|
24,976 |
|
|
|
3,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expense |
|
|
34,830 |
|
|
|
24,226 |
|
|
|
16,085 |
|
|
|
13,730 |
|
|
|
1,566 |
|
|
|
30,584 |
|
Interest expense |
|
|
24,037 |
|
|
|
20,303 |
|
|
|
18,039 |
|
|
|
11,658 |
|
|
|
1,815 |
|
|
|
|
|
Other (income) expense, net |
|
|
(314 |
) |
|
|
(1,208 |
) |
|
|
(1,430 |
) |
|
|
(22 |
) |
|
|
|
|
|
|
(298 |
) |
Income tax expense |
|
|
680 |
|
|
|
541 |
|
|
|
555 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
(23,333 |
) |
|
|
14,784 |
|
|
|
29,847 |
|
|
|
19,401 |
|
|
|
2,705 |
|
|
|
107,970 |
|
Weighted average common units
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
21,360 |
|
|
|
13,461 |
|
|
|
11,369 |
|
|
|
8,279 |
|
|
|
2,405 |
|
|
|
|
|
Diluted |
|
|
21,360 |
|
|
|
13,477 |
|
|
|
11,414 |
|
|
|
8,377 |
|
|
|
2,406 |
|
|
|
|
|
Weighted average subordinated
units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
5,731 |
|
|
|
6,325 |
|
|
|
6,325 |
|
|
|
6,325 |
|
|
|
2,405 |
|
|
|
|
|
Diluted |
|
|
5,731 |
|
|
|
6,325 |
|
|
|
6,325 |
|
|
|
6,325 |
|
|
|
2,405 |
|
|
|
|
|
Earnings (loss) per common unit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.90 |
) |
|
$ |
0.68 |
|
|
$ |
1.62 |
|
|
$ |
1.30 |
|
|
$ |
0.55 |
|
|
|
|
|
Diluted |
|
$ |
(0.90 |
) |
|
$ |
0.68 |
|
|
$ |
1.61 |
|
|
$ |
1.29 |
|
|
$ |
0.55 |
|
|
|
|
|
Earnings (loss) per subordinated
unit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.90 |
) |
|
$ |
0.68 |
|
|
$ |
1.62 |
|
|
$ |
1.30 |
|
|
$ |
0.55 |
|
|
|
|
|
Diluted |
|
$ |
(0.90 |
) |
|
$ |
0.68 |
|
|
$ |
1.61 |
|
|
$ |
1.29 |
|
|
$ |
0.55 |
|
|
|
|
|
Other Financial Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA, as further adjusted(3) |
|
$ |
104,807 |
|
|
$ |
83,840 |
|
|
$ |
86,004 |
|
|
$ |
59,138 |
|
|
$ |
7,277 |
|
|
$ |
169,287 |
|
Distributable cash flow(3) |
|
$ |
66,831 |
|
|
$ |
49,809 |
|
|
$ |
56,996 |
|
|
$ |
40,529 |
|
|
$ |
5,200 |
|
|
$ |
137,363 |
|
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expansion(5) |
|
$ |
12,215 |
|
|
$ |
5,308 |
|
|
$ |
13,983 |
|
|
$ |
25,283 |
|
|
$ |
26 |
|
|
$ |
72,009 |
|
Maintenance(6) |
|
|
15,898 |
|
|
|
12,585 |
|
|
|
9,451 |
|
|
|
7,079 |
|
|
|
306 |
|
|
|
31,626 |
|
Cash flows provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
43,682 |
|
|
$ |
55,936 |
|
|
$ |
43,268 |
|
|
$ |
34,520 |
|
|
$ |
2,788 |
|
|
$ |
151,236 |
|
Investing activities |
|
|
(29,042 |
) |
|
|
(7,422 |
) |
|
|
(21,320 |
) |
|
|
(32,362 |
) |
|
|
(332 |
) |
|
|
(94,757 |
) |
Financing activities |
|
|
(14,793 |
) |
|
|
(51,555 |
) |
|
|
(21,539 |
) |
|
|
(1,753 |
) |
|
|
(26 |
) |
|
|
(56,479 |
) |
Cash distribution paid per
limited partner unit |
|
$ |
1.86 |
|
|
$ |
1.85 |
|
|
$ |
1.74 |
|
|
$ |
1.38 |
|
|
$ |
|
|
|
|
|
|
|
|
|
Exterran Partners, L.P |
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
50 |
|
|
$ |
203 |
|
|
$ |
3,244 |
|
|
$ |
2,835 |
|
|
$ |
2,430 |
|
|
|
|
|
Working capital(7) |
|
|
14,751 |
|
|
|
4,094 |
|
|
|
22,284 |
|
|
|
108 |
|
|
|
5,162 |
|
|
|
|
|
Total assets |
|
|
813,345 |
|
|
|
717,226 |
|
|
|
599,944 |
|
|
|
386,088 |
|
|
|
203,661 |
|
|
|
|
|
Total debt |
|
|
449,000 |
|
|
|
432,500 |
|
|
|
398,750 |
|
|
|
217,000 |
|
|
|
125,000 |
|
|
|
|
|
Partners capital |
|
|
350,737 |
|
|
|
258,308 |
|
|
|
175,468 |
|
|
|
145,159 |
|
|
|
69,457 |
|
|
|
|
|
36
|
|
|
(1) |
|
In October 2006 and July 2007 we acquired from Universal, and in July 2008, November 2009 and August 2010
we acquired from Exterran Holdings, contract operations customer service agreements and a fleet of
compressor units used to provide compression services under those agreements. An acquisition of a business
from an entity under common control is generally accounted for under GAAP by the acquirer with retroactive
application as if the acquisition date was the beginning of the earliest period included in the financial
statements. Retroactive effect of these acquisitions was impracticable because such retroactive
application would have required significant assumptions in a prior period that can not be substantiated.
Accordingly, our financial statements include the assets acquired, liabilities assumed, revenues and
direct operating expenses associated with the acquisitions beginning on the date of each such acquisition. |
|
(2) |
|
Exterran Partners, L.P. was formed on June 22, 2006 but did not commence operations until October 20, 2006. |
|
(3) |
|
Gross margin, EBITDA, as further adjusted and distributable cash flow, non-GAAP financial measures, are
defined, reconciled to net income (loss) and discussed further in Non-GAAP Financial Measures below. |
|
(4) |
|
During December 2010, we completed an evaluation of our longer-term strategies and, as a result,
determined to retire and sell approximately 370 idle compressor units, or approximately 117,000
horsepower, that were previously used to provide services in our business. As a result of our decision to
sell these compressor units, we performed an impairment review and based on that review, have recorded a
$24.6 million asset impairment to reduce the book value of each unit to its estimated fair value. The fair
value of each unit was estimated based on the expected net sale proceeds as compared to other fleet units
we have recently sold, as well as our review of other units that were recently for sale by third parties.
As a result of a decline in market conditions during 2010 and 2009, we reviewed our idle compression fleet
for units that were not of the type, configuration, make or model that are cost effective to maintain and
operate. We performed a cash flow analysis of the expected proceeds from the salvage value of these units
to determine the fair value of the assets. The net book value of these assets exceeded their fair value by
$0.4 million and $3.2 million, respectively, for the years ended December 31, 2010 and 2009, and was
recorded as a long-lived asset impairment. |
|
(5) |
|
Expansion capital expenditures are capital expenditures made to expand or to replace partially or fully
depreciated assets or to expand the operating capacity or revenue of existing or new assets, whether
through construction, acquisition or modification. |
|
(6) |
|
Maintenance capital expenditures are capital expenditures made to maintain the existing operating capacity
of our assets and related cash flows further extending the useful lives of the assets. |
|
(7) |
|
Working capital is defined as current assets minus current liabilities. |
37
NON-GAAP FINANCIAL MEASURES
We define gross margin as total revenue less cost of sales (excluding depreciation and amortization
expense). Gross margin is included as a supplemental disclosure because it is a primary measure
used by our management as it represents the results of revenue and cost of sales (excluding
depreciation and amortization expense), which are key components of our operations. We believe
gross margin is important because it focuses on the current performance of our operations and
excludes the impact of the prior historical costs of the assets acquired or constructed that are
utilized in those operations, the indirect costs associated with our SG&A activities, the impact of
our financing methods and income tax expense. Depreciation and amortization expense may not
accurately reflect the costs required to maintain and replenish the operational usage of our assets
and therefore may not portray the costs from current operating activity. As an indicator of our
operating performance, gross margin should not be considered an alternative to, or more meaningful
than, net income (loss) as determined in accordance with GAAP. Our gross margin may not be
comparable to a similarly titled measure of another company because other entities may not
calculate gross margin in the same manner.
Gross margin has certain material limitations associated with its use as compared to net income
(loss). These limitations are primarily due to the exclusion of interest expense, depreciation and
amortization expense and SG&A expense. Each of these excluded expenses is material to our
consolidated results of operations. Because we intend to finance a portion of our operations
through borrowings, interest expense is a necessary element of our costs and our ability to
generate revenue. Additionally, because we use capital assets, depreciation expense is a necessary
element of our costs and our ability to generate revenue, and SG&A expenses are necessary costs to
support our operations and required corporate activities. To compensate for these limitations,
management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a
more complete understanding of our performance.
The following table reconciles our net income (loss) to our gross margin (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exterran Partners |
|
|
|
Exterran Partners, L.P. |
|
|
Predecessor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 22, 2006 |
|
|
January 1, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
through |
|
|
|
Years Ended December 31, |
|
|
December 31, |
|
|
October 19, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006(1) |
|
|
2006 |
|
Net income (loss) |
|
$ |
(23,333 |
) |
|
$ |
14,784 |
|
|
$ |
29,847 |
|
|
$ |
19,401 |
|
|
$ |
2,705 |
|
|
$ |
107,970 |
|
Depreciation and amortization |
|
|
52,518 |
|
|
|
36,452 |
|
|
|
27,053 |
|
|
|
16,570 |
|
|
|
2,108 |
|
|
|
61,317 |
|
Long-lived asset impairment |
|
|
24,976 |
|
|
|
3,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
34,830 |
|
|
|
24,226 |
|
|
|
16,085 |
|
|
|
13,730 |
|
|
|
1,566 |
|
|
|
30,584 |
|
Interest expense |
|
|
24,037 |
|
|
|
20,303 |
|
|
|
18,039 |
|
|
|
11,658 |
|
|
|
1,815 |
|
|
|
|
|
Other (income) expense, net |
|
|
(314 |
) |
|
|
(1,208 |
) |
|
|
(1,430 |
) |
|
|
(22 |
) |
|
|
|
|
|
|
(298 |
) |
Income tax expense |
|
|
680 |
|
|
|
541 |
|
|
|
555 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
$ |
113,394 |
|
|
$ |
98,249 |
|
|
$ |
90,149 |
|
|
$ |
61,609 |
|
|
$ |
8,194 |
|
|
$ |
199,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Exterran Partners, L.P. was formed on June 22, 2006 but did not
commence operations until October 20, 2006. |
We define EBITDA, as further adjusted, as net income (loss) plus income taxes, interest expense
(including debt extinguishment costs and gain or loss on termination of interest rate swaps),
depreciation and amortization expense, impairment charges, non-cash SG&A costs and any amounts by
which cost of sales, other charges, and SG&A costs are reduced as a result of caps on these costs
contained in the Omnibus Agreement, which amounts are treated as capital contributions from
Exterran Holdings for accounting purposes. We believe EBITDA, as further adjusted, is an important
measure of operating performance because it allows management, investors and others to evaluate and
compare our core operating results from period to period by removing the impact of our capital
structure (interest expense from our outstanding debt), asset base (depreciation and amortization
expense, impairment charges), tax consequences, caps on operating and SG&A costs, non-cash SG&A
costs and reimbursements. Management uses EBITDA, as further adjusted, as a supplemental measure
to review current period operating performance, comparability measures and performance measures for
period to period comparisons. Our EBITDA, as further adjusted, may not be comparable to a similarly
titled measure of another company because other entities may not calculate EBITDA in the same
manner.
EBITDA, as further adjusted, is not a measure of financial performance under GAAP, and should not
be considered in isolation or as an alternative to net income (loss), cash flows from operating
activities and other measures determined in accordance with GAAP. Items excluded from EBITDA, as
further adjusted, are significant and necessary components to the operations of our business, and,
therefore, EBITDA, as further adjusted, should only be used as a supplemental measure of our
operating performance.
38
The following table reconciles our net income (loss) to EBITDA, as further adjusted (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exterran Partners |
|
|
|
Exterran Partners, L.P. |
|
|
Predecessor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 22, 2006 |
|
|
January 1, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
through |
|
|
|
Years Ended December 31, |
|
|
December 31, |
|
|
October 19, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006(1) |
|
|
2006 |
|
Net income (loss) |
|
$ |
(23,333 |
) |
|
$ |
14,784 |
|
|
$ |
29,847 |
|
|
$ |
19,401 |
|
|
$ |
2,705 |
|
|
$ |
107,970 |
|
Income tax expense |
|
|
680 |
|
|
|
541 |
|
|
|
555 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
52,518 |
|
|
|
36,452 |
|
|
|
27,053 |
|
|
|
16,570 |
|
|
|
2,108 |
|
|
|
61,317 |
|
Long-lived asset impairment |
|
|
24,976 |
|
|
|
3,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cap on operating and
selling, general and
administrative costs
provided by Exterran
Holdings |
|
|
24,720 |
|
|
|
7,798 |
|
|
|
12,600 |
|
|
|
8,901 |
|
|
|
526 |
|
|
|
|
|
Non-cash selling, general
and administrative costs |
|
|
1,209 |
|
|
|
811 |
|
|
|
(2,090 |
) |
|
|
3,184 |
|
|
|
123 |
|
|
|
|
|
Non-cash non-recurring cash
selling, general and
administrative reimbursement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(848 |
) |
|
|
|
|
|
|
|
|
Interest expense |
|
|
24,037 |
|
|
|
20,303 |
|
|
|
18,039 |
|
|
|
11,658 |
|
|
|
1,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA, as further adjusted |
|
$ |
104,807 |
|
|
$ |
83,840 |
|
|
$ |
86,004 |
|
|
$ |
59,138 |
|
|
$ |
7,277 |
|
|
$ |
169,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Exterran Partners, L.P. was formed on June 22, 2006 but did not
commence operations until October 20, 2006. |
We define distributable cash flow as net income (loss) plus depreciation and amortization expense,
impairment charges, non-cash SG&A costs, interest expense and any amounts by which cost of sales
and SG&A costs are reduced as a result of caps on these costs contained in the Omnibus Agreement,
which amounts are treated as capital contributions from Exterran Holdings for accounting purposes,
less cash interest expense (excluding amortization of deferred financing fees and costs incurred to
early terminate interest rate swaps) and maintenance capital expenditures, and excluding
gains/losses on asset sales and non-recurring items. We believe distributable cash flow is an
important measure of operating performance because it allows management, investors and others to
compare basic cash flows we generate (prior to the establishment of any retained cash reserves by
our general partner) to the cash distributions we expect to pay our unitholders. Using
distributable cash flow, management can quickly compute the coverage ratio of estimated cash flows
to planned cash distributions. Our distributable cash flow may not be comparable to a similarly
titled measure of another company because other entities may not calculate distributable cash flow
in the same manner.
Distributable cash flow is not a measure of financial performance under GAAP, and should not be
considered in isolation or as an alternative to net income (loss), cash flows from operating
activities and other measures determined in accordance with GAAP. Items excluded from distributable
cash flow are significant and necessary components to the operations of our business, and,
therefore, distributable cash flow should only be used as a supplemental measure of our operating
performance.
39
The following table reconciles our net income (loss) to distributable cash flow (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exterran Partners |
|
|
|
Exterran Partners, L.P. |
|
|
Predecessor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 22, 2006 |
|
|
January 1, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
through |
|
|
|
Years Ended December 31, |
|
|
December 31, |
|
|
October 19, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006(1) |
|
|
2006 |
|
Net income (loss) |
|
$ |
(23,333 |
) |
|
$ |
14,784 |
|
|
$ |
29,847 |
|
|
$ |
19,401 |
|
|
$ |
2,705 |
|
|
$ |
107,970 |
|
Depreciation and amortization |
|
|
52,518 |
|
|
|
36,452 |
|
|
|
27,053 |
|
|
|
16,570 |
|
|
|
2,108 |
|
|
|
61,317 |
|
Long-lived asset impairment |
|
|
24,976 |
|
|
|
3,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cap on operating and selling, general and
administrative costs provided by Exterran
Holdings |
|
|
24,720 |
|
|
|
7,798 |
|
|
|
12,600 |
|
|
|
8,901 |
|
|
|
526 |
|
|
|
|
|
Non-cash selling, general and administrative costs |
|
|
1,209 |
|
|
|
811 |
|
|
|
(2,090 |
) |
|
|
3,184 |
|
|
|
123 |
|
|
|
|
|
Interest expense |
|
|
24,037 |
|
|
|
20,303 |
|
|
|
18,039 |
|
|
|
11,658 |
|
|
|
1,815 |
|
|
|
|
|
Expensed acquisition cost |
|
|
356 |
|
|
|
803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash non-recurring cash selling, general and
administrative reimbursement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(848 |
) |
|
|
|
|
|
|
|
|
Less: Gain on sale of compression equipment |
|
|
(667 |
) |
|
|
(2,011 |
) |
|
|
(1,435 |
) |
|
|
|
|
|
|
|
|
|
|
(298 |
) |
Less: Cash interest expense |
|
|
(21,087 |
) |
|
|
(19,697 |
) |
|
|
(17,567 |
) |
|
|
(11,258 |
) |
|
|
(1,771 |
) |
|
|
|
|
Less: Maintenance capital expenditures |
|
|
(15,898 |
) |
|
|
(12,585 |
) |
|
|
(9,451 |
) |
|
|
(7,079 |
) |
|
|
(306 |
) |
|
|
(31,626 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable cash flow |
|
$ |
66,831 |
|
|
$ |
49,809 |
|
|
$ |
56,996 |
|
|
$ |
40,529 |
|
|
$ |
5,200 |
|
|
$ |
137,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Exterran Partners, L.P. was formed on June 22, 2006 but did not
commence operations until October 20, 2006. |
40
|
|
|
ITEM 7. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis of our financial condition and results of operations should
be read in conjunction with our consolidated financial statements, the notes thereto, and the other
financial information appearing elsewhere in this report. The following discussion includes
forward-looking statements that involve certain risks and uncertainties. See Part I (Disclosure
Regarding Forward-Looking Statements) and Part I, Item 1A (Risk Factors) in this report.
Overview
We are a Delaware limited partnership formed in June 2006 to provide natural gas contract
operations services to customers throughout the U.S. We completed an initial public offering in
October 2006. Our contract operations services include designing, sourcing, owning, installing,
operating, servicing, repairing and maintaining equipment to provide natural gas compression
services to our customers. While we were formed in June 2006, we did not commence operations until
October 20, 2006.
We and our customers typically contract for our contract operations services on a site-by-site
basis for a specific monthly service rate that is reduced if we fail to operate in accordance with
the contract terms. At the end of an initial minimum term, which is typically between six and
twelve months, contract operations services generally continue until terminated by either party
with 30 days advanced notice. Our customers generally are required to pay our monthly service fee
even during periods of limited or disrupted natural gas flows, which enhances the stability and
predictability of our cash flows. See General Terms of Our Contract Operations Customer Service
Agreements, in Part I, Item 1 (Business) of this report, for a more detailed description.
Generally, our overall business activity and revenue increase as the demand for natural gas
increases. Demand for our compression services is linked more directly to natural gas consumption
and production than to exploration activities, which limits our direct exposure to commodity price
risk. Because we typically do not take title to the natural gas we compress, and because the
natural gas we use as fuel for our compressors is provided to us by our customers, our direct
exposure to commodity price risk is further reduced.
Industry Conditions and Trends
Our business environment and corresponding operating results are affected by the level of energy
industry spending for the exploration, development and production of natural gas reserves in the
U.S. Spending by natural gas exploration and production companies is dependent upon these
companies forecasts regarding the expected future supply, demand and pricing of, oil and natural
gas products as well as their estimates of risk-adjusted costs to find, develop and produce
reserves. Although we believe our business is typically less impacted by commodity prices than
certain other oil and natural gas service providers, changes in natural gas exploration and
production spending will normally result in changes in demand for our services.
Natural gas consumption in the U.S. for the twelve months ended November 30, 2010 increased by
approximately 5% over the twelve months ended November 30, 2009, is expected to increase by 0.3% in
2011, and is expected to increase by an average of 0.3% per year thereafter until 2035 according to
the Energy Information Administration (EIA). For 2009, the U.S. accounted for an estimated annual
production of approximately 22 trillion
cubic feet of natural gas. The EIA expects total U.S.
marketed natural gas production to decrease by 0.3% in 2011. The EIA estimates that the natural gas
production level in the U.S. will be approximately 23 trillion cubic feet in calendar year 2035.
Natural gas marketed production in the U.S. for the twelve months ended November 30, 2010 increased
by approximately 3% compared to the twelve months ended November 30, 2009.
Our Performance Trends and Outlook
Our results of operations depend upon the level of activity in the U.S. energy market. Oil and
natural gas prices and the level of drilling and exploration activity can be volatile. For example,
oil and natural gas exploration and development activity and the number of well completions
typically decline when there is a significant reduction in oil and natural gas prices or
significant instability in energy markets.
Our revenue, earnings, financial position and capital spending are affected by, among other things,
(i) market conditions that impact demand and pricing for natural gas compression, (ii) our
customers decisions to utilize our services rather than utilize products or services from our
competitors, and (iii) the timing and consummation of acquisitions of additional contract
operations customer contracts and equipment from Exterran Holdings. In particular, many of our
contracts with customers have short initial terms; we cannot be certain that these contracts will
be renewed after the end of the initial contractual term, and any such nonrenewal, or renewal at a
reduced rate, could adversely impact our results of operations and cash available for distribution.
As we believe there will be
41
increased activity in certain U.S. natural gas plays, we anticipate investing more capital for new
fleet units than we have in the recent past.
In the year ended December 31, 2010, we began to see an increase in overall natural gas activity
and an increase in our compression order activity. Our total operating horsepower increased by
approximately 8%, excluding the impact of the August 2010 Contract Operations Acquisition, during
the year ended December 31, 2010. We believe the activity levels around the natural gas industry in
the U.S. will continue to increase in 2011, particularly in shale plays and areas focused on the
production of natural gas liquids. However, we believe that due to uncertainty around natural gas
supply and demand and natural gas prices, along with the current available supply of idle and
underutilized compression equipment owned by our customers and competitors, we may not be able to
significantly improve our horsepower utilization and pricing and therefore revenues in the near
term (excluding the impact of potential transfers of additional contract operations customer
contracts and equipment from Exterran Holdings to us). Our contract operations services business
has historically experienced more stable demand than that of certain other energy service products
and services. A 1% decrease in average utilization of our contract operations fleet would result in
a decrease in our revenue and gross margin (defined as revenue less cost of sales, excluding
depreciation and amortization expense) for the year ended December 31, 2010 of approximately $2.4
million and $1.1 million, respectively.
Pursuant to the Omnibus Agreement between us and Exterran Holdings, our obligation to reimburse
Exterran Holdings for cost of sales and SG&A expenses is capped through December 31, 2011 (see Note
3 to the Financial Statements). During the years ended December 31, 2010 and 2009, our cost of
sales exceeded this cap by $21.4 million and $7.2 million, respectively. During the years ended
December 31, 2010 and 2009, our SG&A expenses exceeded the cap provided in the Omnibus Agreement by
$3.3 million and $0.6 million, respectively.
Exterran Holdings intends for us to be the primary long-term growth vehicle for its U.S. contract
operations business and intends to offer us the opportunity to purchase the remainder of its U.S.
contract operations business over time, but is not obligated to do so. Likewise, we are not
required to purchase any additional portions of such business. The consummation of any future
purchase of additional portions of Exterran Holdings U.S. contract operations business and the
timing of any such purchase will depend upon, among other things, our reaching an agreement with
Exterran Holdings regarding the terms of such purchase, which will require the approval of the
conflicts committee of our board of directors. The timing of such transactions would also depend
on, among other things, market and economic conditions and our access to debt and equity capital.
Future contributions of assets to us upon consummation of transactions with Exterran Holdings may
increase or decrease our operating performance, financial position and liquidity. This discussion
of performance trends and outlook excludes any future potential transfers of additional contract
operations customer contracts and equipment from Exterran Holdings to us.
Certain Key Challenges and Uncertainties
Market conditions in the natural gas industry and competition in the natural gas compression
industry represent key challenges and uncertainties. In addition to those, we believe the following
represent some of the key challenges and uncertainties we will face in the near future.
Compression Fleet Utilization. Our ability to increase our revenues is dependent in large part on
our ability to increase our utilization of our idle fleet. We believe that uncertainty around
natural gas supply and demand and natural gas prices, along with the current available supply of
idle and underutilized compression equipment owned by our customers and competitors will make it
challenging for us to significantly improve our horsepower utilization and pricing and therefore
revenues in the near term (excluding the impact of potential transfers of additional contract
operations customer contracts and equipment from Exterran Holdings to us).
Dependence on Cost Caps with Exterran Holdings. Under the Omnibus Agreement, Exterran Holdings has
agreed that, for a period of time, our obligation to reimburse Exterran Holdings for (i) any cost
of sales that it incurs in the operation of our business will be capped (after taking into account
any such costs we incur and pay directly); and (ii) any SG&A costs allocated to us will be capped
(after taking into account any such costs we incur and pay directly). At December 31, 2010, cost of
sales were capped at $21.75 per operating horsepower per quarter and SG&A costs were capped at $7.6
million per quarter. During 2010 and 2009, our cost of sales exceeded this cap by $21.4 million
and $7.2 million, respectively, and our SG&A expense exceeded this cap by $3.3 million and $0.6
million, respectively. Accordingly, our cash generated from operating surplus and our EBITDA, as
further adjusted (please see Selected Financial Data Non-GAAP Financial Measure for a discussion
of EBITDA, as further adjusted), would have been approximately $24.7 million lower during 2010 and
approximately $7.8 million lower during 2009 without the cost caps. As a result, without the
benefit of the cost caps, we would not have generated sufficient available cash from operating
surplus during each of 2009 and 2010 to pay distributions at the levels paid during those years
without having to incur borrowings. These cost caps expire on
42
December 31, 2011 and Exterran Holdings is under no obligation to extend them. The expiration of
these caps, without an extension to them under the Omnibus Agreement, would likely reduce the
amount of cash flow available to unitholders and, accordingly, may impair our ability to maintain
or increase our distributions.
Additional Purchases of Exterran Holdings Contract Operations Business By Us. We plan to grow over
time through accretive acquisitions of assets from Exterran Holdings, third-party compression
providers and natural gas transporters or producers. The consummation of any future purchase of
additional portions of that business and the timing of any such purchase will depend upon, among
other things, our reaching an agreement with Exterran Holdings regarding the terms of such
purchase, which will require the approval of the conflicts committee of our board of directors. The
timing of such transactions would also depend on, among other things, market and economic
conditions and our access to debt and equity capital. Future contributions of assets to us upon
consummation of transactions with Exterran Holdings may increase or decrease our operating
performance, financial position and liquidity.
Labor. We have no employees. Exterran Holdings provides all operational staff, corporate staff and
support services necessary to run our business, and therefore we depend on Exterran Holdings
ability to hire, train and retain qualified personnel. Although Exterran Holdings has been able to
satisfy personnel needs in these positions thus far, retaining these employees has been a
challenge. To increase retention of qualified operating personnel, Exterran Holdings has instituted
programs that enhance skills and provide on-going training. Our ability to grow and to continue to
make quarterly distributions will depend in part on Exterran Holdings success in hiring, training
and retaining these employees.
Operating Highlights
The following table summarizes total available horsepower, total operating horsepower, average
operating horsepower and horsepower utilization percentages (horsepower in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Total Available Horsepower (at period end)(1) |
|
|
1,572 |
|
|
|
1,304 |
|
|
|
1,026 |
|
Total Operating Horsepower (at period end)(1) |
|
|
1,384 |
|
|
|
1,050 |
|
|
|
909 |
|
Average Operating Horsepower |
|
|
1,179 |
|
|
|
878 |
|
|
|
754 |
|
Horsepower utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
Spot (at period end) |
|
|
88 |
% |
|
|
81 |
% |
|
|
89 |
% |
Average |
|
|
81 |
% |
|
|
82 |
% |
|
|
90 |
% |
|
|
|
(1) |
|
Includes compressor units with an aggregate horsepower of 278
thousand, 145 thousand and 125 thousand leased
from Exterran Holdings as of December 31, 2010, 2009 and 2008, respectively. Excludes compressor
units with an aggregate horsepower of 18 thousand, 15 thousand and 8
thousand leased to Exterran Holdings as of
December 31, 2010, 2009 and 2008, respectively (see Note 3 to the Financial Statements). |
Summary of Results
Net income (loss). We recorded net loss of $23.3 million in the year ended December 31, 2010, and
net income of $14.8 million and $29.8 million for the years ended December 31, 2009 and 2008,
respectively. The reduction of net income in the year ended December 31, 2010 compared to the prior
two years was primarily caused by long-lived asset impairments of $25.0 million, lower pricing and
an increase in our field operating expenses, partially offset by the benefit of the inclusion of
the results from the assets acquired in the August 2010 Contract Operations Acquisition and the
November 2009 Contract Operations Acquisition.
EBITDA, as further adjusted. Our EBITDA, as further adjusted, was $104.8 million, $83.8 million
and $86.0 million for the years ended December 31, 2010, 2009 and 2008, respectively. The increase
in EBITDA, as further adjusted in the year ended December 31, 2010 compared to the prior two years
was primarily caused by the inclusion of the results from the assets acquired in the August 2010
Contract Operations Acquisition and the November 2009 Contract Operations Acquisition, partially
offset by lower pricing and an increase in our field operating expenses. For a reconciliation of
EBITDA, as further adjusted to net income (loss), its most directly comparable financial measure,
calculated and presented in accordance with GAAP, please read Selected Financial Data Non-GAAP
Financial Measures of this report.
43
Financial Results of Operations
Year ended December 31, 2010 compared to year ended December 31, 2009
The following table summarizes our revenue, gross margin, gross margin percentage, expenses and net
income (loss) (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Revenue |
|
$ |
237,636 |
|
|
$ |
181,729 |
|
Gross margin(1) |
|
|
113,394 |
|
|
|
98,249 |
|
Gross margin percentage |
|
|
48 |
% |
|
|
54 |
% |
Expenses: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
52,518 |
|
|
$ |
36,452 |
|
Long-lived asset impairment |
|
|
24,976 |
|
|
|
3,151 |
|
Selling, general and administrative |
|
|
34,830 |
|
|
|
24,226 |
|
Interest expense |
|
|
24,037 |
|
|
|
20,303 |
|
Other (income) expense, net |
|
|
(314 |
) |
|
|
(1,208 |
) |
Income tax expense |
|
|
680 |
|
|
|
541 |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(23,333 |
) |
|
$ |
14,784 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For a reconciliation of gross margin to net income (loss), its most
directly comparable financial measure, calculated and presented in
accordance with GAAP, please read Part II, Item 6 (Selected Financial
Data Non-GAAP Financial Measures) of this report. |
Revenue. Average monthly operating horsepower was approximately 1,178,600 and 877,700 for the years
ended December 31, 2010 and 2009, respectively. The increase in revenue and average monthly
operating horsepower was primarily due to the inclusion of the results from the assets acquired in
the August 2010 Contract Operations Acquisition and the November 2009 Contract Operations
Acquisition, which was partially offset by a 3% decrease in revenue per average operating
horsepower for the year ended December 31, 2010 compared to the year ended December 31, 2009. The
decrease in pricing was due to the challenging market conditions in the U.S. natural gas energy
industry.
Gross Margin. The increase in gross margin (defined as revenue less cost of sales, excluding
depreciation and amortization expense) for the year ended December 31, 2010 compared to the year
ended December 31, 2009 was primarily due to the inclusion of the results from the assets acquired
in the November 2009 Contract Operations Acquisition and the August 2010 Contract Operations
Acquisition. The decrease in gross margin percentage was primarily caused by lower pricing and an
increase in our field operating expenses for the year ended December 31, 2010 compared to the year
ended December 31, 2009.
Depreciation and Amortization. The increase in depreciation and amortization expense during the
year ended December 31, 2010 compared to the year ended December 31, 2009 was primarily due to the
additional depreciation on compression equipment additions, including the assets acquired in the
November 2009 Contract Operations Acquisition and the August 2010 Contract Operations Acquisition.
Long-lived Asset Impairment. During December 2010, we completed an evaluation of our longer-term
strategies and, as a result, determined to retire and sell approximately 370 idle compressor units,
or approximately 117,000 horsepower, that were previously used to provide services in our business.
As a result of our decision to sell these compressor units, we performed an impairment review and
based on that review, have recorded a $24.6 million asset impairment to reduce the book value of
each unit to its estimated fair value. The fair value of each unit was estimated based on the
expected net sale proceeds as compared to other fleet units we have recently sold, as well as our
review of other units that were recently for sale by third parties. We expect it will take several
years to sell these compressor units and, if we are not able to sell these units for the amount we
estimated in our impairment analysis, we could be required to record additional impairments in
future periods.
This decision is part of our longer-term strategy to upgrade our fleet. As part of this strategy,
we also currently plan to invest more than we have in the recent past to add newly built compressor
units to our fleet. We expect to focus this investment on key growth areas, including providing
compression and processing services to producers of natural gas from shale plays and natural gas
liquids.
44
As a result of a decline in market conditions and operating horsepower during 2010 and 2009, we
reviewed our idle compression assets for units that were not of the type, configuration, make or
model that are cost efficient to maintain and operate. We performed a cash flow analysis of the
expected proceeds from the salvage value of the units to determine the fair value of the assets. As
a result of reviews during the year ended December 31, 2010, we determined that 9 units
representing approximately 1,800 horsepower would be retired from the fleet. During the year ended
December 31, 2009, we determined that 56 units representing approximately 8,900 horsepower would be
retired from the fleet. We recorded approximately $0.4 million and $3.2 million of long-lived asset
impairments on idle compression units during the years ended December 31, 2010 and 2009,
respectively. See Note 10 to the Financial Statements for further discussion of the long-lived
asset impairments.
SG&A. SG&A expenses are primarily comprised of an allocation of expenses, including costs for
personnel support and related expenditures, from Exterran Holdings. The increase in SG&A expense
was primarily due to increased costs associated with the increase in revenues after the November
2009 Contract Operations Acquisition and the August 2010 Contract Operations Acquisition. In
addition, SG&A expenses for the year ended December 31, 2010 increased due to $0.8 million in
additional sales taxes as a result of a state tax ruling received in June 2010 that applies
retroactively back to July 2007 to certain contract compression transactions. SG&A expenses
represented 15% and 13% of revenues for the years ended December 31, 2010 and 2009, respectively.
The increase in SG&A expense as a percentage of revenues was primarily due to the decrease in
revenue per operating horsepower without a corresponding reduction in SG&A expense.
Interest Expense. The increase in interest expense was primarily due to a higher average balance of
long-term debt and an increase in our weighted average effective interest rate for the year ended
December 31, 2010 compared to the year ended December 31, 2009, resulting from the additional debt
incurred for the November 2009 Contract Operations Acquisition. Our weighted average effective
interest rate, including the impact of interest rate swaps, was 5.4% for the year ended December
31, 2010 compared to 4.7% for the year ended December 31, 2009.
Other (Income) Expense, Net. Other (income) expense, net for the year ended December 31, 2010
included $0.7 million of gains on the sale of used compression equipment, offset by $0.4 million of
transaction costs associated with the August 2010 Contract Operations Acquisition recorded in the
year ended December 31, 2010. Other (income) expense, net for the year ended December 31, 2009
included $2.0 million of gains on the sale of used compression equipment, offset by $0.8 million of
transaction costs associated with the November 2009 Contract Operations Acquisition.
Income Tax Expense. Income tax expense primarily reflects taxes recorded under the Texas margins
tax and the Michigan business tax. The increase in income tax expense for the year ended December
31, 2010 compared to the year ended December 31, 2009 was primarily due to an increase in our
revenue earned within the state of Texas.
Year ended December 31, 2009 compared to year ended December 31, 2008
The following table summarizes our revenue, gross margin, gross margin percentage, expenses and net
income (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Revenue |
|
$ |
181,729 |
|
|
$ |
163,712 |
|
Gross margin(1) |
|
|
98,249 |
|
|
|
90,149 |
|
Gross margin percentage |
|
|
54 |
% |
|
|
55 |
% |
Expenses: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
36,452 |
|
|
$ |
27,053 |
|
Long-lived asset impairment |
|
|
3,151 |
|
|
|
|
|
Selling, general and administrative |
|
|
24,226 |
|
|
|
16,085 |
|
Interest expense |
|
|
20,303 |
|
|
|
18,039 |
|
Other (income) expense, net |
|
|
(1,208 |
) |
|
|
(1,430 |
) |
Income tax expense |
|
|
541 |
|
|
|
555 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,784 |
|
|
$ |
29,847 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For a reconciliation of gross margin to net income, its most directly
comparable financial measure, calculated and presented in accordance
with GAAP, please read Part II, Item 6 (Selected Financial Data
Non-GAAP Financial Measures) of this report. |
45
Revenue. Average monthly operating horsepower was approximately 877,700 and 754,200 for the years
ended December 31, 2009 and 2008, respectively. The increase in revenue and average monthly
operating horsepower was primarily due to the inclusion of the results from the assets acquired in
the November 2009 Contract Operations Acquisition and July 2008 Contract Operations Acquisition.
The inclusion of the results from the assets acquired in the November 2009 Contract Operations
Acquisition and July 2008 Contract Operations Acquisition accounted for approximately $7.6 million
and $58.3 million, respectively, of the increase in revenue, partially offset by an 8% decrease in
average operating horsepower utilization and a decrease of 5% in revenue per average operating
horsepower due to lower pricing, for the year ended December 31, 2009 compared to the year ended
December 31, 2008. The decrease in horsepower utilization and pricing was due to deterioration in
the economic climate and natural gas energy conditions in the U.S.
Gross Margin. The increase in gross margin for the year ended December 31, 2009 compared to the
year ended December 31, 2008 was primarily due to the inclusion of the results from the assets
acquired in the November 2009 and July 2008 Contract Operations Acquisitions, partially offset by a
decrease in horsepower utilization and lower pricing for the year ended December 31, 2009 compared
to the year ended December 31, 2008.
Depreciation and Amortization. The increase in depreciation and amortization expense was primarily
due to the additional depreciation on compression equipment additions, including the assets
acquired in the November 2009 and July 2008 Contract Operations Acquisitions.
Long-lived Asset Impairment. As a result of a decline in market conditions and operating
horsepower during 2009, we reviewed our idle compression assets for units that were not of the
type, configuration, make or model that are cost efficient to maintain and operate. As a result of
that review, we determined that 56 units representing approximately 8,900 horsepower would be
retired from the fleet. We performed a cash flow analysis of the expected proceeds from the salvage
value of these units to determine the fair value of the fleet assets we will no longer utilize in
our operations. The net book value of these assets exceeded the fair value by $3.2 million and the
difference was recorded as a long-lived asset impairment in the consolidated statements of
operations.
SG&A. SG&A expenses are primarily comprised of an allocation of expenses, including costs for
personnel support and related expenditures, from Exterran Holdings. The increase in SG&A expense
was primarily due to the impact of re-measuring the fair value of our phantom units and increased
costs associated with the increase in revenues after the November 2009 and July 2008 Contract
Operations Acquisitions. SG&A expenses represented 13% and 10% of revenues for the years ended
December 31, 2009 and 2008, respectively. The increase in SG&A expense as a percentage of revenue
was primarily due to the difference in the impact of the re-measurement of fair value of our unit
options and phantom units. We recorded $0.2 million in SG&A expense related to the re- measurement
of fair value of the phantom units for the year ended December 31, 2009 and we recorded a reduction
to SG&A expense of $3.9 million related to the re-measurement of fair value of the unit options and
phantom units for the year ended December 31, 2008. We have granted unit options and phantom units
to individuals who are not our employees, but who are employees of Exterran Holdings and its
subsidiaries that provide services to us. Because we grant unit options and phantom units to
non-employees, we are required to re-measure the fair value of the unit options and certain phantom
units each period and to record a cumulative adjustment of the expense previously recognized.
Interest Expense. The increase in interest expense was primarily due to a higher average balance
of long-term debt for the year ended December 31, 2009 resulting from the additional debt incurred
for the November 2009 and July 2008 Contract Operations Acquisitions. This increase was partially
offset by a decrease in our weighted average effective interest rate, including the impact of
interest rate swaps, to 4.7% for the year ended December 31, 2009, from 5.6% for the year ended
December 31, 2008.
Other (Income) Expense, Net. The change in other (income) expense, net was due to a $2.0 million
gain on the sale of used compression equipment during the year ended December 31, 2009 compared to
a $1.4 million gain on the sale of used compression equipment during the year ended December 31,
2008. The year ended December 31, 2009 also included $0.8 million of transaction costs associated
with the November 2009 Contract Operations Acquisition.
Income Tax Expense. Income tax expense primarily reflects taxes recorded under the Texas margins
tax and the Michigan Business Tax. The decrease in income tax expense for the year ended December
31, 2009 was primarily due to a decrease in our revenue earned within the state of Texas.
46
Liquidity and Capital Resources
The following table summarizes our sources and uses of cash for the years ended December 31, 2010
and 2009, and our cash and working capital as of the end of such periods (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Net cash provided by (used in): |
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
43,682 |
|
|
$ |
55,936 |
|
Investing activities |
|
|
(29,042 |
) |
|
|
(7,422 |
) |
Financing activities |
|
|
(14,793 |
) |
|
|
(51,555 |
) |
|
|
|
|
|
|
|
Net change in cash |
|
$ |
(153 |
) |
|
$ |
(3,041 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Cash and cash equivalents |
|
$ |
50 |
|
|
$ |
203 |
|
Working capital |
|
|
14,751 |
|
|
|
4,094 |
|
Operating Activities. The decrease in net cash provided by operating activities was primarily due
to the payment of $14.8 million to terminate interest rate swaps and due to lower income levels in
the year ended December 31, 2010 compared to the year ended December 31, 2009. These decreases in
operating cash flows were partially offset by the benefit of the inclusion of the results from the
assets acquired in the August 2010 Contract Operations Acquisition and the November 2009 Contract
Operations Acquisition.
Investing Activities. The increase in cash used in investing activities was primarily attributable
to an increase in capital expenditures for the year ended December 31, 2010 compared to the year
ended December 31, 2009 and an increase in amounts due from affiliates in the year ended December
31, 2010. Capital expenditures for the year ended December 31, 2010 were $28.1 million, consisting
of $12.2 million for fleet growth capital and $15.9 million for compressor maintenance activities.
We purchased $9.8 million of new compression equipment from Exterran Holdings during the year ended
December 31, 2010.
Financing Activities. The decrease in cash used in financing activities was the result of net
borrowings under our debt facilities in 2010 of $16.5 million and net repayments in 2009 under out
debt facilities of $23.5 million. Lower cash provided by operating activities in 2010 and higher
2010 capital expenditures, both discussed above, were primarily responsible for the change in
borrowings. In addition, an increase of $16.9 million in capital contributions during the year
ended December 31, 2010 compared to the year ended December 31, 2009 was substantially offset by a
$13.4 million increase in distributions to unitholders in the year ended December 31, 2010 compared
to the prior year.
Capital Requirements. The natural gas compression business is capital intensive, requiring
significant investment to maintain and upgrade existing operations. Our capital spending is
dependent on the demand for our services and the availability of the type of compression equipment
required for us to render those services to our customers. Our capital requirements have consisted
primarily of, and we anticipate that our capital requirements will continue to consist of, the
following:
|
|
|
maintenance capital expenditures, which are capital expenditures made to maintain the
existing operating capacity of our assets and related cash flows further extending the
useful lives of the assets; and |
|
|
|
expansion capital expenditures, which are capital expenditures made to expand or to
replace partially or fully depreciated assets or to expand the operating capacity or revenue
generating capabilities of existing or new assets, whether through construction, acquisition
or modification. |
Without giving effect to any equipment we may acquire pursuant to any future acquisitions, we
currently plan to spend approximately $22.0 million to $26.0 million on equipment maintenance
capital during 2011. Exterran Holdings manages its and our respective U.S. fleets as one pool of
compression equipment from which we can each readily fulfill our respective customers service
needs. When we or Exterran Holdings are advised of a contract operations services opportunity,
Exterran Holdings reviews both our and its fleet for an available and appropriate compressor unit.
Given that the substantial majority of the idle compression equipment has been and is currently
held by Exterran Holdings, much of the idle compression equipment required for these contract
operations services opportunities has been held by Exterran Holdings. Under the Omnibus Agreement,
the owner of the equipment being transferred is required to pay the costs associated with making
the idle equipment suitable for the proposed customer and then has generally leased the equipment
to the recipient of the equipment or exchanged the equipment for other equipment of the recipient.
Since Exterran Holdings has owned the substantial majority of such equipment, Exterran Holdings has
generally had to bear a larger portion of the maintenance capital expenditures associated with
making transferred equipment ready for service. For equipment that is then leased,
47
the maintenance capital cost is a component of the lease rate that is paid under the lease. As we
acquire more compression equipment, we expect that more of our equipment will be available to
satisfy our or Exterran Holdings customer requirements. As a result, we expect that our
maintenance capital expenditures will increase (and that lease expense will be reduced).
In addition, our capital requirements include funding distributions to our unitholders. We
anticipate such distributions will be funded through cash provided by operating activities and
borrowings under our credit facility and that we have the ability to generate adequate amounts of
cash to meet our short-term and long-term needs. Given our objective of long-term growth through
acquisitions, expansion capital expenditure projects and other internal growth projects, we
anticipate that over time we will continue to invest capital to grow and acquire assets. We expect
to actively consider a variety of assets for potential acquisitions and expansion projects. We
expect to fund future capital expenditures with borrowings under our credit facilities, the
issuance of additional partnership units, and future debt offerings as appropriate, given market
conditions. The timing of future capital expenditures will be based on the economic environment,
including the availability of debt and equity capital.
Our Ability to Grow Depends on Our Ability to Access External Expansion Capital. We expect that we
will rely primarily upon external financing sources, including our Credit Agreement (as defined
below) and the issuance of debt and equity securities, rather than cash reserves established by our
general partner, to fund our acquisitions and expansion capital expenditures. Our ability to access
the capital markets may be restricted at a time when we would like, or need, to do so, which could
have an impact on our ability to grow.
We expect that we will distribute all of our available cash to our unitholders. Available cash is
reduced by cash reserves established by our general partner to provide for the proper conduct of
our business, including future capital expenditures. To the extent we are unable to finance growth
externally and we are unwilling to establish cash reserves to fund future acquisitions, our cash
distribution policy will significantly impair our ability to grow. Because we distribute all of our
available cash, we may not grow as quickly as businesses that reinvest their available cash to
expand ongoing operations. To the extent we issue additional units in connection with any
acquisitions or expansion capital expenditures, the payment of distributions on those additional
units may increase the risk that we will be unable to maintain or increase our per unit
distribution level, which in turn may impact the available cash that we have to distribute for each
unit. There are no limitations in our partnership agreement or in the terms of our credit
facilities on our ability to issue additional units, including units ranking senior to our common
units.
Long-term Debt. On November 3, 2010, we entered into an amendment and restatement of our senior
secured credit agreement (as so amended and restated, the Credit Agreement) to provide for a new
five-year, $550 million senior secured credit facility consisting of a $400 million revolving
credit facility and a $150 million term loan. Concurrent with the execution of the agreement, we
borrowed $304.0 million under the revolving credit facility and $150 million under the term loan
and used the proceeds to (i) repay the entire $406.1 million outstanding under our previous senior
secured credit facility, (ii) repay the entire $30.0 million outstanding under the 2009 ABS
Facility and terminate that facility, (iii) pay $14.8 million to terminate the interest rate swap
agreements to which we were a party and (iv) pay customary fees and other expenses relating to the
facility. We incurred transaction costs of approximately $4.0 million related to the Credit
Agreement. These costs were included in Intangible and other assets, net and are being amortized
over the respective facility terms. As a result of the amendment and restatement of our Credit
Agreement, we expensed $0.2 million of unamortized deferred financing costs associated with our
refinanced debt, which is reflected in Interest expense in our consolidated statement of
operations.
As of December 31, 2010, we had undrawn capacity of $101.0 million under our revolving credit
facility.
The revolving credit facility bears interest at a base rate or LIBOR, at our option, plus an
applicable margin. The applicable margin, depending on our leverage ratio, varies (i) in the case
of LIBOR loans, from 2.25% to 3.25% or (ii) in the case of base rate loans, from 1.25% to 2.25%.
The base rate is the higher of the prime rate announced by Wells Fargo Bank, National Association,
the Federal Funds Rate plus 0.5% or one-month LIBOR plus 1.0%. At December 31, 2010, all amounts
outstanding under the revolving credit facility were LIBOR loans and the applicable margin was
2.5%. The weighted average interest rate on the outstanding balance of our revolving credit
facility at December 31, 2010, excluding the effect of interest rate swaps, was 2.8%.
The term loan bears interest at a base rate or LIBOR, at our option, plus an applicable margin. The
applicable margin, depending on our leverage ratio, varies (i) in the case of LIBOR loans, from
2.5% to 3.5% or (ii) in the case of base rate loans, from 1.5% to 2.5%. At December 31, 2010, all
amounts outstanding under the term loan were LIBOR loans and the applicable margin was 2.75%. The
average interest rate on the outstanding balance of the term loan at December 31, 2010, excluding
the effect of interest rate swaps, was 3.1%.
48
Borrowings under the Credit Agreement are secured by substantially all of the U.S. personal
property assets of us and our significant subsidiaries, including all of the membership interests
of our U.S. significant subsidiaries. Subject to certain conditions, at our request, and with the
approval of the administrative agent (as defined in the Credit Agreement), the aggregate
commitments under the Credit Agreement may be increased by an additional $150 million.
The Credit Agreement contains various covenants with which we must comply, including restrictions
on the use of proceeds from borrowings and limitations on our ability to incur additional
indebtedness, enter into transactions with affiliates, merge or consolidate, sell assets, make
certain investments and acquisitions, make loans, grant liens, repurchase equity and pay dividends
and distributions.
We must maintain various consolidated financial ratios, including a
ratio of EBITDA (as defined in the Credit Agreement) to Total Interest Expense (as defined in the Credit
Agreement) of not less than 3.0 to 1.0 (which will decrease to 2.75 to 1.0 following the occurrence
of certain events specified in the Credit Agreement) and a ratio of Total Debt (as defined in the
Credit Agreement) to EBITDA of not greater than 4.75 to 1.0. The Credit Agreement allows for our
Total Debt to EBITDA ratio to be increased from 4.75 to 1.0 to 5.25 to 1.0 during a quarter when an
acquisition meeting certain thresholds is completed and for the following two quarters after the
acquisition closes. Therefore, because the August 2010 Contract Operations Acquisition closed in
the third quarter of 2010, the maximum allowed ratio of Total Debt to EBITDA is 5.25 to 1.0 through
March 31, 2011, reverting to 4.75 to 1.0 for the quarter ending June 30, 2011 and subsequent
quarters. As of December 31, 2010, we maintained a 5.8 to 1.0 EBITDA to Total Interest Expense
ratio and a 3.7 to 1.0 Total Debt to EBITDA ratio. The Credit Agreement also contains various
covenants regarding mandatory prepayments from net cash proceeds of certain future asset transfers
or debt issuances. If we experience a material adverse effect on our assets, liabilities, financial
condition, business or operations that, taken as a whole, impact our ability to perform our
obligations under our Credit Agreement, this could lead to a default under the Credit Agreement. As
of December 31, 2010, we were in compliance with all financial covenants under the Credit
Agreement.
In connection with the November 2009 Contract Operations Acquisition, we entered into the 2009 ABS
Facility, a portion of which was used to fund the transaction. In connection with our entering into
the Credit Agreement, we repaid the entire outstanding balance under the 2009 ABS Facility and
terminated that facility.
We have entered into interest rate swap agreements related to a portion of our variable rate debt.
In November 2010, we paid $14.8 million to terminate interest rate swap agreements with a total
notional value of $285.0 million and a weighted average rate of 4.4%. These swaps qualified for
hedge accounting and were previously included on our balance sheet as a liability and in
accumulated other comprehensive income (loss). The liability was paid in connection with the
termination and the associated amount in accumulated other comprehensive income (loss) will be amortized into
interest expense over the original term of the swaps.
We expect $11.0 million of the amount included in accumulated other
comprehensive income (loss) to be amortized into interest expense in 2011.
See Part II, Item 7A Quantitative and
Qualitative Disclosures About Market Risk of this report for further discussion of our interest
rate swap agreements.
Distributions to Unitholders. Our partnership agreement requires us to distribute all of our
available cash quarterly. Under the partnership agreement, available cash is defined generally to
mean, for each fiscal quarter, (i) our cash on hand at the end of the quarter in excess of the
amount of reserves our general partner determines is necessary or appropriate to provide for the
conduct of our business, to comply with applicable law, any of our debt instruments or other
agreements or to provide for future distributions to our unitholders for any one or more of the
upcoming four quarters, plus, (ii) if our general partner so determines, all or a portion of our
cash on hand on the date of determination of available cash for the quarter.
On January 28, 2011, Exterran GP LLCs board of directors approved a cash distribution of $0.4725
per limited partner unit, or approximately $16.0 million, including distributions to our general
partner on its incentive distribution rights. The distribution covers the time period from October
1, 2010 through December 31, 2010. The record date for this distribution was February 9, 2011 and
payment was made on February 14, 2011.
49
Contractual Obligations. The following table summarizes our cash contractual obligations as of
December 31, 2010 (in thousands):
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
Total |
|
|
2011 |
|
|
2012-2013 |
|
|
2014-2015 |
|
|
Thereafter |
|
Long-term debt(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility |
|
$ |
299,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
299,000 |
|
|
$ |
|
|
Term loan facility |
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
|
449,000 |
|
|
|
|
|
|
|
|
|
|
|
449,000 |
|
|
|
|
|
Estimated interest payments(2) |
|
|
74,071 |
|
|
|
15,233 |
|
|
|
30,467 |
|
|
|
28,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
$ |
523,071 |
|
|
$ |
15,233 |
|
|
$ |
30,467 |
|
|
$ |
477,371 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts represent the expected cash payments for principal on our
total debt and do not include any deferred issuance costs or fair
market valuation of our debt. For more information on our long-term
debt, see Note 5 to the Financial Statements. |
|
(2) |
|
Interest amounts calculated using the interest rates in effect as of
December 31, 2010, including the effect of our interest rate swap
agreements. |
Effects of Inflation. Our revenues and results of operations have not been materially impacted by
inflation in the past three fiscal years.
Off-Balance Sheet Arrangements. We have no material off-balance sheet arrangements.
Critical Accounting Estimates
This discussion and analysis of our financial condition and results of operations is based upon our
consolidated financial statements, which have been prepared in accordance with GAAP. The
preparation of these financial statements requires us to make estimates and judgments that affect
the reported amounts of assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the periods presented. We base our estimates on
historical experience, available information and various other assumptions we believe to be
reasonable under the circumstances. On an ongoing basis, we evaluate our estimates; however, actual
results may differ from these estimates under different assumptions or conditions. The accounting
policies that we believe require managements most difficult, subjective or complex judgments and
are the most critical to our reporting of results of operations and financial condition are as
follows:
Allowances and Reserves
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of
our customers to make required payments. The determination of the collectibility of amounts due
from our customers requires us to use estimates and make judgments regarding future events and
trends, including monitoring our customers payment history and current credit worthiness to
determine that collectibility is reasonably assured, as well as consideration of the overall
business climate in which our customers operate. Inherently, these uncertainties require us to make
judgments and estimates regarding our customers ability to pay amounts due us in order to
determine the appropriate amount of valuation allowances required for doubtful accounts. We review
the adequacy of our allowance for doubtful accounts quarterly. We determine the allowance needed
based on historical write-off experience and by evaluating significant balances aged greater than
90 days individually for collectibility. Account balances are charged off against the allowance
after all means of collection have been exhausted and the potential for recovery is considered
remote. For the years ended December 31, 2010, 2009 and 2008, we recorded bad debt expense of
approximately $1.3 million, $0.6 million and $0.2 million, respectively. A five percent change in
the allowance for doubtful accounts would have had an impact on income before income taxes of
approximately $0.1 million for the year ended December 31, 2010.
Depreciation
Property, plant and equipment are carried at cost. Depreciation for financial reporting purposes is
computed on the straight-line basis using estimated useful lives and salvage values. The
assumptions and judgments we use in determining the estimated useful lives and salvage values of
our property, plant and equipment reflect both historical experience and expectations regarding
future use of our assets. The use of different estimates, assumptions and judgments in the
establishment of property, plant and equipment accounting policies, especially those involving
their useful lives, would likely result in significantly different net book values of our assets
and results of operations.
50
Business Combinations and Goodwill
Goodwill and intangible assets acquired in connection with business combinations represent the
excess of consideration over the fair value of tangible net assets acquired. Certain assumptions
and estimates are employed in determining the fair value of assets acquired and liabilities
assumed.
We perform an impairment test for goodwill assets annually or earlier if indicators of potential
impairment exist. Our goodwill impairment test involves a comparison of the fair value of our
reporting unit with its carrying value. We determine the fair value of our reporting units using
both the expected present value of future cash flows and a market approach. Each approach is
weighted 50% in determining our calculated fair value. The present value of future cash flows is
estimated using our most recent forecast and the weighted average cost of capital. The market
approach uses a market multiple on the reporting units earnings before interest, tax, depreciation
and amortization. Significant estimates for each reporting unit included in our impairment analysis
are our cash flow forecasts, our estimate of the markets weighted average cost of capital and
market multiples. Changes in forecasts, cost of capital and market multiples could affect the
estimated fair value of our reporting units and result in a goodwill impairment charge in a future
period. The fair value of our reporting unit as of December 31, 2010 exceeded its book value by a
significant margin.
Long-Lived Assets
Long-lived assets, which includes property and equipment and identifiable intangibles, comprise a
significant amount of our total assets. In accordance with the Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC) 360, Property, Plant and Equipment, long-lived
assets to be held and used by us are reviewed to determine whether any events or changes in
circumstances indicate the carrying amount of the asset may not be recoverable. The determination
that the carrying amount of an asset may not be recoverable requires us to make judgments regarding
long-term forecasts of future revenues and costs related to the assets subject to review. These
forecasts are uncertain as they require significant assumptions about future market conditions.
Significant and unanticipated changes to these assumptions could require a provision for impairment
in a future period. Given the nature of these evaluations and their application to specific assets
and specific times, it is not possible to reasonably quantify the impact of changes in these
assumptions. An impairment loss exists when estimated undiscounted cash flows expected to result
from the use of the asset and its eventual disposition are less than its carrying amount. When
necessary, an impairment loss is recognized and represents the excess of the assets carrying value
as compared to its estimated fair value and is charged to the period in which the impairment
occurred.
Self-Insurance
Exterran Holdings insures our property and operations and allocates certain insurance costs to us.
Exterran Holdings is self-insured up to certain levels for general liability, vehicle liability,
group medical and for workers compensation claims. We regularly review estimates of reported and
unreported claims and provide for losses based on claims filed and an estimate for significant
claims incurred but not reported. Although we believe the insurance costs allocated to us are
adequate, it is reasonably possible our estimates of these liabilities will change over the near
term as circumstances develop. In addition, we currently have minimal insurance on our offshore
assets.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that we expect to have a material impact on our
consolidated financial statements.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Variable Rate Debt
We are exposed to market risk due to variable interest rates under our financing arrangements.
As of December 31, 2010, after taking into consideration interest rate swaps, we had approximately
$324.0 million of outstanding indebtedness that was effectively subject to floating interest rates.
An interest rate swap with a notional value of $125.0 million at 1.8% became effective on February
1, 2011 and was not included in the calculation of debt subject to floating interest rates at
December 31, 2010. A 1% increase in the effective interest rate on our outstanding debt subject to
floating interest rates at December 31, 2010 would result in an annual increase in our interest
expense of approximately $3.2 million.
51
For further information regarding our use of interest rate swap agreements to manage our exposure
to interest rate fluctuations on a portion of our debt obligations, see Note 8 to the Financial
Statements.
ITEM 8. Financial Statements and Supplementary Data
Our consolidated financial statements included in this report beginning on page F-1 are
incorporated herein by reference.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Managements Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our principal executive officer and principal
financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined
in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), which
are designed to provide reasonable assurance that we are able to record, process, summarize and
report the information required to be disclosed in our reports under the Exchange Act within the
time periods specified in the rules and forms of the Securities and Exchange Commission. Based on
the evaluation, as of December 31, 2010, our principal executive officer and principal financial
officer concluded that our disclosure controls and procedures were effective to provide reasonable
assurance that the information required to be disclosed in reports that we file or submit under the
Exchange Act is accumulated and communicated to management, and made known to our principal
executive officer and principal financial officer, on a timely basis to ensure that it is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms.
Managements Annual Report on Internal Control Over Financial Reporting
As required by Exchange Act Rules 13a-15(c) and 15d-15(c), the management of Exterran GP LLC, the
general partner of our general partner, including the Chief Executive Officer and Chief Financial
Officer, is responsible for establishing and maintaining adequate internal control over financial
reporting. Management conducted an evaluation of the effectiveness of internal control over
financial reporting based on the Internal Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness as to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Based on the results of managements evaluation
described above, management concluded that our internal control over financial reporting was
effective as of December 31, 2010.
The effectiveness of internal control over financial reporting as of December 31, 2010 was audited
by Deloitte & Touche, LLP, an independent registered public accounting firm, as stated in its
report found on the following page of this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information
None.
52
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Exterran Partners, L.P.
Houston, Texas
We have audited the internal control over financial reporting of Exterran Partners, L.P. and
subsidiaries (the Partnership) as of December 31, 2010, based on the criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. The Partnerships management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Managements Annual Report on
Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the
Partnerships internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed by, or under the
supervision of, the companys principal executive and principal financial officers, or persons
performing similar functions, and effected by the companys board of directors, management, and
other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Partnership maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2010, based on the criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedule as of
and for the year ended December 31, 2010 of the Partnership and our report dated February 24, 2011
expressed an unqualified opinion on those financial statements and financial statement schedule.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 24, 2011
53
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
Board of Directors
Because our general partner is a limited partnership, its general partner, Exterran GP LLC,
conducts our operations and activities. Our general partner is not elected by our unitholders and
is not subject to re-election on a regular basis in the future. The directors of Exterran GP LLC
oversee our operations. Unitholders are not entitled to elect the directors of Exterran GP LLC or
directly or indirectly participate in our management or operation. As a result, we do not hold
annual unitholder meetings. Our general partner owes a fiduciary duty to our unitholders. Our
general partner is liable, as general partner, for all of our debts (to the extent not paid from
our assets), except for indebtedness or other obligations that are made expressly non-recourse to
it. Our general partner therefore may cause us to incur indebtedness or other obligations that are
non-recourse to it.
Pursuant to Rule 5615(a)(4) of the NASDAQ Stock Market (NASDAQ) Marketplace Rules, NASDAQ does
not require a listed limited partnership like us to have a majority of independent directors on the
board of directors of Exterran GP LLC or to establish a compensation committee or a nominating
committee. Exterran GP LLC has nine directors. The board of directors has determined that three of
its nine directors James G. Crump, G. Stephen Finley and Edmund P. Segner, III are
independent directors within the meaning of applicable NASDAQ rules and Rule 10A-3 of the
Exchange Act. In determining the independence of each director, Exterran GP LLC has adopted
standards that incorporate the NASDAQ and Exchange Act standards.
Exterran GP LLCs board of directors has standing audit, compensation and conflicts committees. The
written charter for each of these committees is available on our website at www.exterran.com. We
will also provide a copy of any of our committee charters to any of our unitholders without charge
upon written request to Investor Relations, 16666 Northchase Drive, Houston, Texas 77060.
Exterran GP LLCs board of directors met eight times and took action by unanimous written consent
on three occasions during 2010. During 2010, each member of the board of directors attended at
least 75% of the aggregate number of meetings of the board of directors and any committee of the
board of directors on which such director served.
Exterran GP LLCs directors hold office until the earlier of their death, resignation, removal or
disqualification or until their successors have been elected and qualified. Officers serve at the
discretion of the board of directors. There are no family relationships among any of Exterran GP
LLCs directors or executive officers, and there are no arrangements or understandings between any
of the directors or executive officers and any other persons pursuant to which a director or
officer was selected as such.
Audit Committee. The audit committee, which met five times during 2010, consists of Messrs. Crump
(chair), Finley and Segner. The board of directors has determined that each of Messrs. Crump,
Finley and Segner is an audit committee financial expert as defined in Item 407(d)(5)(ii) of SEC
Regulation S-K, and that each is independent within the meaning of the applicable NASDAQ and
Exchange Act rules regulating audit committee independence. The audit committee assists the board
of directors of Exterran GP LLC in its oversight of the integrity of our financial statements and
our compliance with legal and regulatory requirements and corporate policies and controls. The
audit committee has the sole authority to retain and terminate our independent registered public
accounting firm, approve all auditing services and related fees and the terms thereof and
pre-approve any non-audit services to be rendered by our independent registered public accounting
firm. The audit committee is also responsible for confirming the independence and objectivity of
our independent registered public accounting firm. Our independent registered public accounting
firm is given unrestricted access to the audit committee.
Compensation Committee. The compensation committee, which met four times and took action by
unanimous written consent on one occasion during 2010, consists of Messrs. Crump, Finley (chair)
and Segner. The purpose of the compensation committee is to discharge the board of directors
responsibilities relating to compensation of Exterran GP LLCs executives, to produce an annual
report relating to the CD&A (as defined below) for inclusion in our Annual Report on Form 10-K, in
accordance with the rules and regulations of the SEC, and to oversee the development and
implementation of our compensation programs. The function of the compensation committee is
discussed in greater detail in Part III, Item 11 (Executive Compensation Compensation
Discussion & Analysis Partnership Compensation Committee Structure and Responsibilities) of
this report.
Conflicts Committee. The conflicts committee, which met seven times during 2010, consists of
Messrs. Crump (chair), Finley and Segner. The purpose of the conflicts committee is to carry out
the duties of the committee as set forth in our Partnership Agreement and the Omnibus Agreement,
and any other duties delegated by the board of directors of Exterran GP LLC that it believes may
54
involve a conflict of interest. Any matters approved by the conflicts committee will be
conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a
breach by our general partner of any duties it may owe us or our unitholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, directors, officers and beneficial owners of 10 percent or
more of our common units (Reporting Persons) are required to report to the SEC on a timely basis
the initiation of their status as a Reporting Person and any changes with respect to their
beneficial ownership of our common units. Based solely on a review of Forms 3, 4 and 5 (and any
amendments thereto) furnished to us, we have concluded that no Reporting Persons were delinquent
with respect to their reporting obligations, as set forth in Section 16(a) of the Exchange Act,
except that a Form 3 disclosing Mr. Kishkills status as a Section 16 officer was filed late due to
an administrative error.
Code of Ethics
Exterran GP LLC has adopted a Code of Business Conduct and Ethics (the Code) that applies to
Exterran GP LLC and its subsidiaries and affiliates, including us, and to all of its and their
employees, officers, including its principal executive officer, principal financial officer and
principal accounting officer, and directors. A copy of the Code is available on our website at
www.exterran.com. We also will provide a copy of the Code to any of our unitholders without charge
upon written request to Investor Relations, 16666 Northchase Drive, Houston, Texas 77060.
Directors and Executive Officers
All of the executive officers of Exterran GP LLC, who are listed below, allocate their time between
managing our business and affairs and the business and affairs of Exterran Holdings. The executive
officers of Exterran GP LLC may face a conflict regarding the allocation of their time between our
business and the other business interests of Exterran Holdings. Exterran Holdings seeks to cause
the executive officers to devote as much time to the management of our business and affairs as is
necessary for the proper conduct of our business and affairs. We also utilize a significant number
of other employees of Exterran Holdings and its affiliates to operate our business and provide us
with general and administrative services.
The following table shows information regarding the current directors and executive officers of
Exterran GP LLC:
|
|
|
|
|
|
|
Name |
|
Age |
|
Position with Exterran GP LLC |
Ernie L. Danner
|
|
|
56 |
|
|
President, Chief Executive Officer and Chairman of the Board |
Michael J. Aaronson
|
|
|
36 |
|
|
Vice President, Chief Financial Officer and Director |
J. Michael Anderson
|
|
|
48 |
|
|
Senior Vice President and Director |
D. Bradley Childers
|
|
|
46 |
|
|
Senior Vice President and Director |
Joseph G. Kishkill
|
|
|
46 |
|
|
Senior Vice President |
Daniel K. Schlanger
|
|
|
37 |
|
|
Senior Vice President and Director |
Donald C. Wayne
|
|
|
44 |
|
|
Senior Vice President and General Counsel |
Kenneth R. Bickett
|
|
|
49 |
|
|
Vice President, Finance and Accounting |
David S. Miller
|
|
|
47 |
|
|
Director |
James G. Crump
|
|
|
70 |
|
|
Director |
G. Stephen Finley
|
|
|
60 |
|
|
Director |
Edmund P. Segner, III
|
|
|
57 |
|
|
Director |
Ernie L. Danner. Mr. Danner was elected President and Chief Executive Officer and Chairman of
the Board of Exterran GP LLC in July 2009, having served as President since October 2008. Mr.
Danner served as a director of Exterran GP LLC from October 2006 through May 2008 and rejoined the
board in October 2008. Mr. Danner was also elected President and Chief Executive Officer of
Exterran Holdings in July 2009, having served as President and Chief Operating Officer since
October 2008. Prior to the merger of Hanover and Universal, Mr. Danner had been a member of
Universals board of directors since Universals acquisition of Tidewater Compression Services,
Inc. in 1998. Mr. Danner served in various positions of increasing responsibility at
Universal from 1998 until 2007, including as an Executive Vice President of Universal from February
1998 to 2007 and Chief Operating Officer from July 2006 to August 2007. Prior to joining Universal,
Mr. Danner served as Chief Financial Officer and Senior Vice President of MidCon Corp. (an
interstate pipeline company and a wholly-owned subsidiary of Occidental Petroleum Corporation). Mr.
Danner is also a director of
55
Exterran Holdings, Inc. and Copano Energy, LLC (a natural gas gathering and processing
company). He served as a director of Anchor Drilling Fluids, Inc. (a privately held company
providing services to exploration and production companies) from 2008 to 2010. He also serves as
an officer and director of certain other Exterran Holdings majority-owned subsidiaries. Mr. Danner
holds a B.A. and an MBA in Accounting from Rice University.
Mr. Danners day to day leadership as our Chief Executive Officer and his role in forming the
Partnership provide him with an intimate knowledge of our Partnership, including its strategies,
operations and markets, and his outside board service brings experience with related sectors of the
energy industry. Mr. Danners business judgment, management experience and leadership skills are
highly valuable in assessing our business strategies and accompanying risks. We believe these
skills and experiences make Mr. Danner well qualified to serve as Chairman of the Board of Exterran
GP LLC.
Michael J. Aaronson. Mr. Aaronson joined Exterran GP LLC in July 2010 and was elected Vice
President and Chief Financial Officer and as a director in August 2010. Prior to that, Mr. Aaronson
served as Managing Partner of Boulder OAK Investment Fund (a private investment company) from
February 2009 to June 2010. From July 1997 to January 2009, Mr. Aaronson served in positions of
increasing responsibility with the Global Energy & Power Investment Banking Group of Merrill Lynch
& Co. (a financial management and advisory firm), including as Vice President beginning in 2004 and
as Director beginning in 2007. Mr. Aaronson is also an officer of certain other Exterran Holdings
majority-owned subsidiaries. Mr. Aaronson holds a B.A. from Rice University.
Through his role as our Chief Financial Officer, Mr. Aaronson brings to the board of directors
extensive knowledge of our Partnership, including its capital structure and financing requirements.
Mr. Aaronson also brings valuable financial expertise, including extensive experience with capital
markets transactions, knowledge of the energy industry and familiarity with master limited
partnerships from his prior role as an investment banker. We believe this knowledge and experience
make Mr. Aaronson well qualified to serve as a director of Exterran GP LLC.
J. Michael Anderson. Mr. Anderson was elected Senior Vice President of Exterran GP LLC in June
2006, and was appointed as a director of Exterran GP LLC in October 2006. He also serves as Senior
Vice President, Chief Financial Officer and Chief of Staff of Exterran Holdings. Prior to the
merger of Hanover and Universal, Mr. Anderson was Senior Vice President and Chief Financial Officer
of Universal, a position he assumed in March 2003. Mr. Anderson held various positions with Azurix
Corp. (a water and wastewater utility and services company), primarily as the companys Chief
Financial Officer and later as Chairman and Chief Executive Officer. Prior to that time, he spent
ten years in the Global Investment Banking Group of J.P. Morgan Chase & Co. (a financial services
company), where he specialized in merger and acquisitions advisory services. Mr. Anderson also
serves as an officer and director of certain other Exterran Holdings majority-owned subsidiaries.
Mr. Anderson holds a BBA in finance from Texas Tech University and an MBA in finance from The
Wharton School of the University of Pennsylvania.
Through his role as Exterran Holdings Chief Financial Officer and his involvement in our
formation, Mr. Anderson brings extensive knowledge of our Partnership, including its capital
structure and financing requirements. Mr. Anderson also brings valuable financial expertise,
including extensive experience with capital markets transactions and knowledge of the energy
industry from his prior role as an investment banker. We believe this knowledge and experience make
Mr. Anderson well qualified to serve as a director of Exterran GP LLC.
D. Bradley Childers. Mr. Childers was elected Senior Vice President of Exterran GP LLC in June
2006 and as a director of Exterran GP LLC in May 2008. He also serves as Senior Vice President of
Exterran Holdings and as President, North America of Exterran Energy Solutions, L.P. Prior to the
merger of Hanover and Universal, Mr. Childers was Senior Vice President of Universal and President
of the International Division of Universal Compression, Inc., Universals wholly-owned subsidiary,
positions he held since July 2006. Previously, he served as Senior Vice President, Business
Development, General Counsel and Secretary of Universal beginning in April 2005 and as Senior Vice
President, General Counsel and Secretary of Universal beginning in September 2002. Prior to joining
Universal, he held various positions with Occidental Petroleum Corporation and its subsidiaries (an
international oil and gas exploration and production company), from 1994 to 2002, including as Vice
President, Business Development at Occidental Oil and Gas Corporation, and as a corporate counsel.
Mr. Childers also serves as an officer and director of certain other Exterran Holdings
majority-owned subsidiaries. Mr. Childers holds a B.A. from Claremont McKenna College and a J.D.
from the University of Southern California.
As President, North America of Exterran Energy Solutions, L.P., Mr. Childers has intimate knowledge
of our contract compression operations as well as a unique understanding of market factors and
operational challenges and opportunities. Also, through his prior role as General Counsel of
Exterran Holdings predecessor, Mr. Childers is familiar with a full range of company and board
functions. We believe this knowledge and experience make Mr. Childers well qualified to serve as a
director of Exterran GP LLC.
56
Joseph G. Kishkill. Mr. Kishkill was elected Senior Vice president of Exterran GP LLC in May 2010.
He also serves as Senior Vice President of Exterran Holdings, a position he has held since
February 2009, and as President, Eastern Hemisphere of Exterran Energy Solutions, L.P., having
served as President, Latin America from March 2008 to November 2009. Prior to the merger of Hanover
and Universal, Mr. Kishkill held the position of Vice President, Latin America with Universal. Mr.
Kishkill joined Universal in 2002 as a General Manager in South America. Mr. Kishkill held
positions of increasing responsibility with Enron Corporation from 1990 to 2001, advancing to Chief
Executive Officer for South America. During his career, Mr. Kishkill has been based in Dubai,
Brazil and Argentina and has provided management services for energy projects and pipelines
throughout South America. Mr. Kishkill also serves as an officer of certain other Exterran Holdings
majority-owned subsidiaries. Mr. Kishkill earned a B.S. in electrical engineering from Brown
University and an MBA from Harvard University.
Daniel K. Schlanger. Mr. Schlanger has served as Senior Vice President of Exterran GP LLC
since June 2006, and has served as a director of Exterran GP LLC since October 2006. From June 2006
to March 2009, he also served as Chief Financial Officer of Exterran GP LLC. He also currently
serves as Senior Vice President, Operations Services of Exterran Holdings and Exterran Energy
Solutions, L.P. Prior to the merger of Hanover and Universal, Mr. Schlanger served as Vice
President Corporate Development of Universal. From August 1996 through May 2006, Mr. Schlanger
was employed as an investment banker with Merrill Lynch & Co. where he focused on the energy
sector. Mr. Schlanger also serves as an officer of certain other Exterran Holdings majority-owned
subsidiaries. Mr. Schlanger holds a B.S. in economics from the University of Pennsylvania.
In his position as Senior Vice President, Operations Services of Exterran Holdings, Mr. Schlanger
has unique insight into our operational challenges and opportunities. Also, through his prior role
as our Chief Financial Officer and previously as an investment banker who provided advice regarding
the structuring of our Partnership, Mr. Schlanger brings extensive knowledge of our Partnership,
including its capital structure and financing requirements. Mr. Schlanger also brings financial
expertise, including experience with capital markets transactions, knowledge of the energy industry
and familiarity with master limited partnerships from his prior role as an investment banker. We
believe this knowledge and experience make Mr. Schlanger well qualified to serve as a director of
Exterran GP LLC.
Donald C. Wayne. Mr. Wayne was elected Senior Vice President and General Counsel of Exterran GP
LLC in May 2008, having served as Vice President, General Counsel and Secretary since August 2006.
He also serves as Senior Vice President, General Counsel and Secretary of Exterran Holdings. Prior
to the merger of Hanover and Universal, Mr. Wayne served as Vice President, General Counsel and
Secretary of Universal, a position he assumed upon joining Universal in August 2006. Prior to
joining Universal, he served as Vice President, General Counsel and Corporate Secretary of U.S.
Concrete, Inc. (a producer of ready-mixed concrete and concrete-related products) from 1999 to
August 2006. Prior to joining U.S. Concrete in 1999, Mr. Wayne served as an attorney with the law
firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. Mr. Wayne also serves as an officer and director
of certain other Exterran Holdings majority-owned subsidiaries. Mr. Wayne holds a B.A. from Tufts
University and a J.D. and an MBA from Washington University (St. Louis).
Kenneth R. Bickett. Mr. Bickett was elected Vice President, Finance and Accounting of Exterran GP
LLC in April 2009, having served as Vice President and Corporate Controller of Exterran GP LLC
since June 2006. He also serves as Vice President, Finance and Accounting of Exterran Holdings.
Prior to the merger of Hanover and Universal, Mr. Bickett served as Vice President, Accounting and
Corporate Controller of Universal, a position he held since joining Universal in July 2005. Prior
to joining Universal, he served as Vice President and Assistant Controller for Reliant Energy, Inc.
(an electricity and energy services provider). Prior to joining Reliant Energy in 2002, Mr. Bickett
was employed by Azurix Corp. (a water and wastewater utility and services company) since 1998,
where he most recently served as Vice President and Controller. Mr. Bickett also serves as an
officer of certain other Exterran Holdings majority-owned subsidiaries. Mr. Bickett is a Certified
Public Accountant and holds a B.S. in accounting from the University of Kentucky.
David S. Miller. Mr. Miller was elected as a director of Exterran GP LLC in March 2009. He has
served as Vice President and Chief Financial Officer, Eastern Hemisphere of Exterran Energy
Solutions, L.P. since August 2010, and previously served as Vice President and Chief Financial
Officer of Exterran GP LLC from March 2009 to August 2010. Prior to that, Mr. Miller served as
Chief Operating Officer of JMI Realty, a private real estate investment and development company,
from October 2005 to January 2009. From April 2002 to September 2005, Mr. Miller was a partner with
SP Securities LLC, a private investment banking firm. Prior to joining SP Securities LLC, Mr.
Miller served in positions of increasing responsibility with the Energy Investment Banking
department of Merrill Lynch & Co, Inc. (a financial management and advisory firm) from May 1993 to
March 2002, including as Vice President beginning in 1996 and as Director beginning in 1999. Mr.
Miller holds a B.S. in finance from Southern Methodist University and an MBA from Northwestern
University J.L. Kellogg Graduate School of Management.
57
Through his former role as our Vice President and Chief Financial Officer, Mr. Miller brings
extensive knowledge of our Partnership, including its capital structure and financing requirements.
Mr. Miller also brings valuable financial expertise, including extensive experience with capital
markets transactions, knowledge of the energy industry and familiarity with the natural gas
compression industry from his prior role as an investment banker. We believe this knowledge and
experience make Mr. Miller well qualified to serve as a director of Exterran GP LLC.
James G. Crump. Mr. Crump was appointed as a director of Exterran GP LLC in October 2006. Mr.
Crump began his career at Price Waterhouse in 1962 and became a partner in 1974. From 1977
until the merger of Price Waterhouse and Coopers Lybrand in 1998, Mr. Crump held numerous
management and leadership roles. From 1998 until his retirement in 2001, Mr. Crump served as Global
Energy and Mining Cluster Leader, as a member of the U.S. Management Committee and the Global
Management Committee and as Houston Office Managing Partner. Mr. Crump also serves as chairman of
the audit committee and a member of the conflicts committee of the board of directors of Copano
Energy, L.L.C. (a natural gas gathering and processing company). Mr. Crump holds a B.A. in
accounting from Lamar University.
With a nearly 40-year career focused on providing independent public accounting services to the
energy industry, Mr. Crump contributes a broad-based understanding of the oil and gas industry and
of complex accounting and financial matters. Mr. Crump also serves on the audit and conflicts
committees of the board of directors of another energy services company. We believe this knowledge
and experience make Mr. Crump well qualified to serve as a director of Exterran GP LLC.
G. Stephen Finley. Mr. Finley was elected as a director of Exterran GP LLC in November 2006. Mr.
Finley served in various positions of increasing responsibility at Baker Hughes Incorporated (a
provider of drilling, formation evaluation, completion and production products and services to the
worldwide oil and gas industry) from 1982 until his retirement in 2006, including as Senior Vice
President Finance and Administration and Chief Financial Officer from April 1999 through April
2006. Mr. Finley currently serves as chairman of the audit committee and as a member of the
compensation committee and the nominating and corporate governance committee of the board of
directors of Newpark Resources, Inc. (a provider of integrated site, environmental and drilling
fluid services to the oil and gas exploration and production industry). He also serves on the board
of Total Safety U.S., Inc. (a privately held company and global provider of integrated safety
strategies and solutions for hazardous environments). From June 2006 to June 2008, Mr. Finley
served on the board of Ocean Rig ASA (a Norway-based drilling contractor). Mr. Finley is a
Certified Public Accountant and holds a B.S. from Indiana State University.
Mr. Finley contributes extensive financial acumen and an understanding of the oil and gas services
industry, including oilfield services companies, through his 24 years of service with Baker Hughes,
including seven years as Chief Financial Officer, and also serves on the audit and compensation
committees of the board of directors of another energy services company. We believe this knowledge
and experience make Mr. Finley well qualified to serve as a director of Exterran GP LLC.
Edmund P. Segner, III. Mr. Segner was elected as a director of Exterran GP LLC in May 2009. Mr.
Segner is a Professor in the Practice of Engineering Management in the Department of Civil and
Environmental Engineering at Rice University (Houston). In November 2008, Mr. Segner retired from
EOG Resources, Inc. (EOG), a publicly traded independent oil and gas exploration and production
company. Among the positions he held at EOG was President and Chief of Staff and Director from 1999
to 2007. From March 2003 through June 2007, he also served as EOGs principal financial officer.
Mr. Segner served on the board of directors of Universal from 2000 to 2002. He is currently
chairman of the audit committee and a member of the finance committee of the board of directors of
Seahawk Drilling, Inc. (an owner and operator of offshore oil and gas platforms and a provider of
shallow water contract drilling services to the oil and natural gas exploration industry) and
serves on the audit committee and the compensation committee of Bill Barrett Corporation (a company
engaged in exploration and development of natural gas and oil reserves in the Rocky Mountain region
of the U.S.) Mr. Segner is a member of the Society of Petroleum Engineers and currently serves as a
member of the board or as a trustee for several non-profit organizations. Mr. Segner is a Certified
Public Accountant and holds a B.S. in civil engineering from Rice University and an M.A. in
economics from the University of Houston.
Mr. Segner brings technical experience and financial acumen to the board of directors. Having
served in a senior management position for an oil and gas company, Mr. Segner also possesses a
thorough understanding of the energy industry and operational challenges unique to this industry.
In addition, as a former president of a public company and as a director of other public companies,
Mr. Segner has valuable experience with other functions pertinent to our board, including
compensation, financing matters and the evaluation of acquisition opportunities. We believe this
knowledge and experience make Mr. Segner well qualified to serve as a director of Exterran GP LLC.
58
ITEM 11. Executive Compensation
Compensation Discussion and Analysis
This compensation discussion and analysis (CD&A) is intended to provide information
about our compensation objectives and policies for our principal executive officer, principal
financial officer and certain other most highly compensated executive officers that places in
perspective the information contained in the tables that follow this discussion. This CD&A begins
with a description of our relationship with Exterran Holdings with respect to the allocation and
reimbursement of compensation expenses and is followed by a general description of Exterran
Holdings and our compensation programs and specific information regarding their various
components. Immediately following the CD&A are the Compensation Committee Report and the
compensation tables describing compensation paid in 2008, 2009 and 2010 and outstanding equity
awards held by executives. We have also provided information concerning pension benefits and change
of control agreements.
Overview
As is commonly the case for many publicly traded limited partnerships, we have no employees.
Under the terms of our Partnership Agreement, we are ultimately managed by Exterran GP LLC, the
general partner of Exterran General Partner, L.P., our general partner (which we may refer to as
our general partner or Exterran GP LLC). We sometimes refer herein to Exterran GP LLCs management
and executive officers as our management and our executive officers, respectively.
This CD&A provides information about the compensation objectives and policies for the chief
executive officer, chief financial officer and certain other most highly compensated executive officers of
Exterran GP LLC, including Mr. Miller, whose role as Chief Financial Officer of Exterran GP LLC
concluded in August 2010 (including Mr. Miller, our Named Executive Officers; excluding Mr.
Miller, our 2011 Named Executive Officers). This CD&A provides additional context for the
numbers presented in the compensation tables that follow this discussion. For calendar year 2010,
the following individuals comprised our Named Executive Officers (titles are as of December 31,
2010):
|
|
|
Ernie L. Danner, President and Chief Executive Officer of Exterran GP LLC and
Exterran Holdings; |
|
|
|
|
Michael J. Aaronson, Vice President and Chief Financial Officer of Exterran GP LLC; |
|
|
|
|
David S. Miller, Vice President and Chief Financial Officer, Eastern Hemisphere of
Exterran Energy Solutions, L.P. (EESLP) and former Vice President and Chief
Financial Officer of Exterran GP LLC; |
|
|
|
|
J. Michael Anderson, Senior Vice President of Exterran GP LLC and Senior Vice
President, Chief Financial Officer and Chief of Staff of Exterran Holdings; |
|
|
|
|
D. Bradley Childers, Senior Vice President of Exterran GP LLC and Exterran
Holdings and President, North America of Exterran Energy Solutions, L.P.
(EESLP); and |
|
|
|
|
Joseph G. Kishkill, Senior Vice President of Exterran GP LLC and Exterran Holdings
and President, Eastern Hemisphere of EESLP. |
Executive Management Changes in 2010
On August 4, 2010, the board of directors of Exterran GP LLC appointed Michael J. Aaronson as
our Vice President and Chief Financial Officer. David S. Miller, who assumed new responsibilities
with EESLP and remained on Exterran GP LLCs board of directors, ceased serving as our Chief
Financial Officer upon Mr. Aaronsons appointment to that position.
59
Compensation Expense Allocations
Allocation Methodology
Under the terms of the Omnibus Agreement, most costs associated with Exterran Holdings
(or for periods prior to the merger, Universals) provision of services to us, including
compensation of our Named Executive Officers, are allocated to us on a monthly basis in the manner
that our general partner deems reasonable. During 2010, those allocations were generally made using
a two step process:
|
|
|
First, Exterran Holdings allocates an appropriate portion
of its total selling, general and administrative expenses
among its business segments, including to the U.S. portion
of its North America contract operations segment, based on
revenue. |
|
|
|
|
Second, Exterran Holdings allocates to us a prorated
portion of the selling, general and administrative expenses
initially allocated to the U.S. portion of Exterran
Holdings North America contract operations segment based
upon the ratio of our total compression equipment
horsepower to the sum of Exterran Holdings total U.S.
compression equipment horsepower and our total compression
equipment horsepower. |
In accordance with the terms of the Omnibus Agreement, for 2010, the amount for which we
were obligated to reimburse Exterran Holdings for selling, general and administrative expenses
allocated to us, including compensation costs, could not exceed $7.6 million per quarter, after
taking into account any such costs we incur and pay directly (the SG&A Cap). The reimbursement
of compensation costs allocated by Exterran Holdings to us for the compensation of our Named
Executive Officers (which excludes the non-cash costs related to our phantom unit awards) is
subject to the SG&A Cap. See Part III, Item 13 (Certain Relationships and Related Transactions,
and Director Independence) of this report for additional discussion of relationships and
transactions we have with Exterran Holdings and the terms of the Omnibus Agreement.
2010 Executive Compensation Allocations
During the year ended December 31, 2010,
Exterran Holdings allocated to us the following percentages of Exterran Holdings
compensation expenses incurred to provide the Named Executive Officers total compensation,
including salary, Exterran Holdings stock and option awards, our phantom unit awards, non-equity
incentive plan compensation and other benefits:
|
|
|
|
|
|
|
Percent of Named |
|
|
|
Executive Officers |
|
|
|
Total Compensation |
|
|
|
in 2010 Allocated |
|
|
|
to the Partnership |
|
Officer |
|
(%) |
|
Ernie L. Danner |
|
|
8 |
|
Michael J. Aaronson |
|
|
8 |
|
David S. Miller |
|
|
5 |
|
J. Michael Anderson |
|
|
8 |
|
D. Bradley Childers |
|
|
19 |
|
Joseph G. Kishkill |
|
|
|
|
Partnership Compensation Committee Structure and Responsibilities
The purpose of the compensation committee of Exterran GP LLCs board of directors, which we
refer to as our compensation committee, is to discharge the board of directors responsibilities
relating to the compensation of Exterran GP LLCs executives, to produce an annual report relating
to this CD&A for inclusion in our Annual Report on Form 10-K in accordance with the rules and
regulations of the SEC, and to oversee the development and implementation of our compensation
programs. Our compensation committee is comprised entirely of directors who are not officers or
employees of us or Exterran GP LLC and whom the board of directors has determined to be
independent directors within the meaning of applicable NASDAQ rules. The current members of our
60
compensation committee are Messrs. Finley (chair), Crump and Segner.
As described above, because our Named Executive Officers are also officers of Exterran
Holdings (other than Messrs. Aaronson and Miller) and generally spend a majority of their time
working on matters for Exterran Holdings rather than us, their
compensation structure is
established by the compensation committee of the board of directors of Exterran Holdings (the
Exterran Holdings compensation committee). Accordingly, the primary responsibilities of our
compensation committee are to:
|
|
|
in consultation with Exterran GP LLCs senior management, establish our general compensation
philosophy and oversee the development and implementation of our compensation programs; |
|
|
|
|
review and approve the manner in which Exterran Holdings compensation expense applicable to our
Named Executive Officers is allocated to us; |
|
|
|
|
review and approve compensation programs applicable to Exterran GP LLCs independent directors; and |
|
|
|
|
make recommendations to the board of directors with respect to our incentive compensation plans
and equity-based plans, including the Exterran Partners, L.P. Long-Term Incentive Plan (the
Partnership Plan), oversee activities of the individuals and committees responsible for
administering these plans and discharge any responsibilities imposed on our compensation committee
by any of these plans. |
During 2010, our compensation committee approved the allocation of compensation expense
from Exterran Holdings to us and determined the number of, and manner in which, equity compensation
awards of our limited partner units were made to Exterran GP LLCs independent directors and
executives.
Compensation Philosophy and Objectives
The Exterran Holdings compensation committee and our compensation committee believe that
compensation programs play a vital role in attracting and retaining people with the level of
expertise and experience needed to help achieve the business objectives that ultimately drive both
short- and long-term success and equityholder value. To attract, retain and motivate an effective
management team, the Exterran Holdings compensation committee has guided management in developing a
compensation program linking pay and performance in a manner consistent with Exterran Holdings and
our corporate values and operating principles, including integrity, teamwork, accountability,
safety and customer service, with the goal of achieving consistent growth, profitability and return
for Exterran Holdings stockholders and our unitholders.
Exterran Holdings and our philosophy is to provide total compensation to our management
that is competitive with that of companies similar in size to Exterran Holdings across a variety of
industries and within the oilfield services sector by targeting cash compensation at the 50th
percentile of those groups and by targeting equity compensation at the 50th to 75th percentile of
those groups, as further described below in the section entitled How the Exterran Holdings
Compensation Committee Determines Executive Compensation. The combination of these target
percentiles is intended to position our executives compensation competitively relative to the
market.
Exterran Holdings emphasis on at-risk, variable compensation is an important component
of its overall compensation philosophy. More than half of our Named Executive Officers
compensation for 2010 was at risk. Cash bonuses based on yearly performance are intended to
focus executives and key employees on short-term goals of financial and operational performance.
Equity awards, the value of which is based on future performance, are intended to focus executives
and key employees on long-term strategic goals of sustained profitability and growth. The Exterran
Holdings compensation committee and our compensation committee believe that at-risk compensation
helps to align managements interest with that of our equityholders.
In its most recent review of executive compensation, in late February 2011, the Exterran
Holdings compensation committee considered Exterran Holdings and our performance during 2010 and,
taking into account the recommendations of the Chief Executive Officer with respect to each
executive officer of Exterran Holdings other than himself (as described below), it focused on each
executive officers performance within that officers
61
scope of responsibilities, Exterran Holdings strategic initiatives and that officers ability
to contribute to those initiatives, and his experience and future potential, with no specific
weighting assigned to any of these factors. In this context, the Exterran Holdings compensation
committee made the compensation decisions discussed below in the section entitled Elements of
Compensation.
How the Exterran Holdings Compensation Committee Determines Executive Compensation
Role of Executive Officers in Compensation Decisions
The most significant aspects of Exterran Holdings and our managements, including the
Chief Executive Officers, role in the compensation-setting process are:
|
|
|
recommending compensation programs, compensation
policies, compensation levels and incentive
opportunities that are consistent with Exterran
Holdings and our business strategies; |
|
|
|
|
compiling, preparing and distributing materials for
Exterran Holdings compensation committee review and
consideration, including market data; |
|
|
|
|
recommending Exterran Holdings performance goals on
which performance-based compensation will be based; and |
|
|
|
|
assisting in the evaluation of employee performance. |
Exterran Holdings and our Chief Executive Officer annually reviews the performance of
each of the executive officers other than himself. His recommendations with respect to salary
adjustments, annual cash incentives and equity awards are based on these performance reviews and
are then presented to the Exterran Holdings compensation committee for consideration. The Exterran
Holdings compensation committee determines the compensation of Exterran Holdings executive
officers in its discretion, taking into account the recommendations of the Chief Executive Officer
and other data and materials made available to the committee.
Because Messrs. Aaronson and Miller are not executive officers of Exterran Holdings, the
Exterran Holdings compensation committee does not review their performance or determine their
compensation. Messrs. Aaronsons and Millers performance is reviewed and their compensation is set
by Exterran Holdings Chief Executive Officer and Chief Financial Officer in a manner consistent
with the compensation philosophy and objectives described above. Our compensation committee also
reviews Mr. Aaronsons compensation and approves all grants of Exterran Partners equity awards to
him.
Role of the Compensation Consultant
Towers Watson, an independent third-party consultant, has been engaged by the Exterran
Holdings compensation committee to:
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|
|
provide a competitive review of executive compensation,
including base salary, annual incentives, long-term
incentives and total direct compensation, in the
marketplace, the oilfield services industry and publicly
traded companies across industries; and |
|
|
|
|
provide the Exterran Holdings compensation committee and
management with information on how trends, new rules,
regulations and laws impact executive and director
compensation practice and administration. |
The scope of Towers Watsons compensation review includes an analysis of competitive factors
in the marketplace and further takes into consideration Exterran Holdings industry, size,
organizational structure and compensation philosophy.
Establishing Competitive Pay Levels
In determining the appropriate levels of compensation, including total direct
compensation and its principal
62
components, for its executive officers, the Exterran Holdings compensation committee reviewed
general industry (as defined below) data and oilfield services-specific data and analyses provided
by Towers Watson, as well as data contained in the proxy statements of the oilfield services
companies selected for Exterran Holdings peer group. We refer to this data collectively as the
comparative compensation data.
The Exterran Holdings compensation committee believes the combination of this general industry
data and oilfield services data provides a broad-based view of executive compensation across
multiple industry segments based on similar company size and executive compensation practices.
This provides valuable information for structuring an executive compensation program that is
generally competitive, allows the Exterran Holdings compensation committee to identify a target
compensation range and appropriately position executive compensation within that target range, as
indicated below, and provides the data necessary to support individual compensation decisions for
comparable positions in the general and oilfield services industries.
Towers Watson provided the Exterran Holdings compensation committee with comparative
compensation data from companies across a variety of industries (which we refer to as the general
industry), totaling in excess of 400 companies, which was then regressed for companies with annual
revenue of approximately $3.1 billion. No information is provided as to any individual companys
responses to the survey questions, and no individual component company that contributes to the
general industry data is evaluated by or considered by the Exterran Holdings compensation committee
for purposes of determining executive compensation. In addition, the Exterran Holdings
compensation committee considered survey data from the oilfield services industry provided by
Towers Watson. This data included the following 15 companies with a median revenue of
approximately $2.7 billion:
|
|
|
Atwood Oceanics, Inc.
|
|
Helmerich & Payne, Inc. |
|
|
|
Baker Hughes Incorporated
|
|
McDermott International, Inc. |
|
|
|
Bristow Group Inc.
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|
Noble Corporation |
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|
Cameron International Corporation
|
|
Oil States International, Inc. |
|
|
|
ENSCO International Incorporated
|
|
Pride International, Inc. |
|
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|
Global Industries, Ltd.
|
|
Rowan Companies, Inc. |
|
|
|
Gulfmark Offshore, Inc.
|
|
Schlumberger Limited |
|
|
|
Halliburton Company |
|
|
For 2010, the Exterran Holdings compensation committee used the general industry data and the
oilfield services industry data both to consider overall trends in executive compensation and to
target executive cash compensation at the 50th percentile and long-term incentive compensation at
the 50th to 75th percentile, because it believes this to be an appropriate range both to maintain
Exterran Holdings competitiveness in the market for managerial talent and to align executive
compensation with stockholder interests. For 2010, Mr. Danners actual total cash and
long-term incentive compensation fell below the 25th percentile and within the
25th to 50th percentile (excluding the impact of the one-time equity grant
discussed under Elements of CompensationLong-Term Incentive Compensation2010, below),
respectively. Actual total cash and long-term incentive compensation
for 2010 for our other Named
Executive Officers fell within the 25th to 50th percentile and within the
50th to 75th percentile, respectively.
The Exterran Holdings compensation committee also reviews from time to time executive
compensation data published in the proxy statements of Exterran Holdings peer group (as described
below) as an additional source of information in assessing whether its executive compensation
program is appropriately positioned and competitive based on Exterran Holdings industry and size.
63
For 2010, the compensation committee set Exterran Holdings peer group as follows:
|
|
|
Cameron International Corporation
|
|
Noble Corporation |
|
|
|
Chicago Bridge & Iron Company N.V.
|
|
Oil States International, Inc. |
|
|
|
Complete Production Services, Inc.
|
|
Patterson-UTI Energy, Inc. |
|
|
|
Dresser-Rand Group Inc.
|
|
Pride International, Inc. |
|
|
|
FMC Technologies, Inc.
|
|
Rowan Companies, Inc. |
|
|
|
Gardner Denver, Inc.
|
|
Smith International, Inc. |
|
|
|
Key Energy Services, Inc.
|
|
Superior Energy Services, Inc. |
|
|
|
McDermott International, Inc.
|
|
Weatherford International Ltd. |
This peer group included companies with a large range of revenues and with both domestic
and international operations, many of whom compete with Exterran Holdings for managerial talent.
The Exterran Holdings compensation committee believes that a greater diversity of oilfield services
companies provides an enhanced overview of compensation and reflects more completely those
companies with which Exterran Holdings competes for technical and managerial talent. For 2010, the
Exterran Holdings compensation committee targeted Mr. Danners total cash compensation and
long-term incentive compensation at the 25th to 50th percentile of the peer
group. Actual total cash and long-term incentive compensation for Mr. Danner fell below the
25th percentile and within the 25th to 50th percentile (excluding
the impact of the one-time equity grant discussed under Elements of CompensationLong-Term
Incentive Compensation2010, below), respectively, for 2010. In targeting the compensation for
the Named Executive Officers other than Mr. Danner, the Exterran Holdings compensation committee
used only the general industry data and the oilfield services data discussed above, and did not use
the peer group information for this purpose.
In addition to its review of comparative compensation data, on a periodic basis, the Exterran
Holdings compensation committee reviews each executive officers current and past total
compensation, including a three-year look-back at base salary, short-term incentive pay, the value
of long-term incentives and potential payouts in the event of a termination following a change of
control.
Each of the compensation components provided to executive officers is further described
below.
Elements of Compensation
Exterran Holdings and our executive compensation programs are managed from a total
rewards perspective, with consideration given to each of the following components:
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|
|
base salary; |
|
|
|
|
annual performance-based incentives; |
|
|
|
|
long-term incentives; and |
|
|
|
|
other compensation and benefit programs. |
As shown below, the Exterran Holdings compensation committee set Mr. Danners total 2010
target compensation to consist of approximately 12.5% base salary, 17.5% annual cash bonus and
70.0% long-term incentives (based on the grant-date fair value of the awards), excluding other
benefit programs and perquisites and the impact of the one-time equity grant to Mr. Danner
discussed under Elements of CompensationLong-Term Incentive Compensation2010, below.
64
As shown below, the Exterran Holdings compensation committee set the total 2010 target
compensation for our other Named Executive Officers (excluding Messrs. Aaronson and Miller, whose
compensation is set by the Chief Executive Officer rather than the Exterran Holdings compensation
committee) to consist of approximately 26.4% base salary, 18.5% annual cash bonus and 55.1%
long-term incentives (based on the grant-date fair value of the awards), excluding other benefit
programs and perquisites and the impact of the one-time equity grant to Mr. Kishkill discussed
under Elements of CompensationLong-Term Incentive Compensation2010, below.
The composition of the total compensation package illustrates Exterran Holdings emphasis
on variable compensation. Exterran Holdings and we believe our emphasis on long-term incentives
encourages our executives to act strategically to ensure our sustainable long-term performance and
to support our goal of enhancing long-term equityholder value.
In addition, our Named Executive Officers are eligible to participate in Exterran Holdings
various retirement savings plans, standard employee benefit plans and standard employee health and
welfare benefits, as further described below. Certain executive officers and key employees,
including our Named Executive Officers, have been provided with change of control arrangements, as
further described below. Information on the compensation paid to our Named Executive Officers can
be found in tabular format in the Summary Compensation Table for 2010 below.
Base Salaries
The Exterran Holdings compensation committee has determined that, to attract and retain
sufficient talent, base pay generally should be set near the median of that for companies similar
in size to Exterran Holdings in the general industry and the oilfield services industry, as
described above. In addition to considering the comparative compensation data in making salary
decisions, the Exterran Holdings compensation committee exercises judgment and discretion based
upon each executives level of responsibility, individual skills, experience in the executives
current role, the executives expected future role, performance, internal pay equity and external
factors involving competitive positioning and general economic conditions. No specific formula is
applied to determine the weight of
65
each of these factors. Performance evaluations are conducted annually and the resulting
adjustments in base salaries generally are effective following the first quarter of each year.
2010. In February 2010, the Exterran Holdings compensation committee approved the
following adjustments, effective in April 2010, to the annual base salaries of our Named Executive
Officers. The Exterran Holdings compensation committee approved an 11% increase in Mr. Danners
base salary, based on a review of comparative compensation data and peer group data, Mr. Danners
willingness to forgo a salary increase when promoted to Chief Executive Officer in June 2009,
Exterran Holdings performance and Mr. Danners individual performance. The Exterran Holdings compensation
committee approved a 3% increase in the base salary of each of Messrs. Miller, Anderson and
Childers, based on a review of comparative compensation data, as well as Company and individual
performance. Because Mr. Kishkill received an increase in his base salary in November 2009 in
connection with his assumption of the role of President, Eastern Hemisphere of EESLP, he did not
receive an increase in his base salary for 2010.
|
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|
|
|
|
|
|
|
|
2009 |
|
|
2010 |
|
|
|
|
|
|
|
Base |
|
|
Base |
|
|
|
|
|
|
|
Salary |
|
|
Salary |
|
Officer |
|
|
Title |
|
($) |
|
|
($) |
|
Ernie L. Danner |
|
President and Chief Executive Officer |
|
|
450,000 |
|
|
|
500,000 |
|
Michael J. Aaronson |
|
Vice President and Chief Financial Officer |
|
|
|
|
|
|
245,000 |
(1) |
David S. Miller |
|
Former Vice President and Chief Financial Officer |
|
|
245,000 |
|
|
|
252,350 |
|
J. Michael Anderson |
|
Senior Vice President |
|
|
355,000 |
|
|
|
365,000 |
|
D. Bradley Childers |
|
Senior Vice President |
|
|
340,000 |
|
|
|
350,000 |
|
Joseph G. Kishkill |
|
Senior Vice President |
|
|
340,000 |
|
|
|
340,000 |
|
|
|
|
(1) |
|
Mr. Aaronsons salary was set upon the commencement of his
employment with Exterran Holdings in July 2010. |
2011. As discussed above under How the Exterran Holdings Compensation Committee Determines
Executive CompensationEstablishing Competitive Pay Levels, for 2010, the actual total cash
compensation for Mr. Danner and our Named Executive Officers other than Mr. Danner fell below the
25th percentile and within the 25th to 50th percentile,
respectively, of the survey data evaluated by the Exterran Holdings compensation committee. In
February 2011, the Exterran Holdings compensation committee reviewed the annual base salaries of
our 2011 Named Executive Officers other than Mr. Aaronson. As discussed above under How the
Exterran Holdings Compensation Committee Determines Executive CompensationRole of Executive
Officers in Compensation Decisions, the Chief Executive Officer annually reviews the performance
of each of the executive officers other than himself and presents his recommendations with respect
to compensation matters, including salary adjustments, to the Exterran Holdings compensation
committee for consideration. Mr. Danner, while generally satisfied with Exterran Holdings
performance in the areas of cash flow generation, customer service, employee development and
safety, felt his expectations were not met with respect to other Exterran Holdings financial
performance indicators listed below under Annual
Performance-Based Incentive Compensation2010,
and thus recommended to the Exterran Holdings compensation committee that no adjustment be made to
the annual base salaries of the 2011 Named Executive Officers other than Mr. Aaronson. The
Exterran Holdings compensation committee determined, based on a review of Exterran Holdings
performance, and taking into account Mr. Danners recommendations with respect to the 2011 Named
Executive Officers other than himself and Mr. Aaronson, to make no adjustment to the annual base
salaries of the 2011 Named Executive Officers other than Mr. Aaronson.
Because Mr. Aaronson is not an executive officer of Exterran Holdings, his compensation,
including any increase in his annual base salary, is determined by the Chief Executive Officer. In
recognition of Mr. Aaronsons rapid integration into the role of Chief Financial Officer of
Exterran GP LLC and leadership on a number of successful financing transactions for Exterran
Holdings and us during the second half of 2010, Mr. Danner approved a 3% increase to his annual
base salary, resulting in a 2011 annual base salary of $252,350 for Mr.
66
Aaronson.
Annual Performance-Based Incentive Compensation
2010. In February 2010, the Exterran Holdings compensation committee adopted a
short-term incentive program (the 2010 Incentive Program) to provide the short-term incentive
compensation element of Exterran Holdings total direct compensation program for 2010. Under the
2010 Incentive Program, each Named Executive Officer was eligible to receive an annual cash award
based on the Exterran Holdings compensation committees assessment of Exterran Holdings
performance for 2010 relative to certain key business activities and indicators, as well as each
executive officers individual contribution toward those criteria.
In determining the target 2010 bonus opportunity for each Named Executive Officer other than
Messrs. Aaronson and Miller, the Exterran Holdings compensation committee considered his relative
responsibility and his potential impact on the achievement of Exterran Holdings performance
criteria. Because Messrs. Aaronson and Miller are not executive officers of Exterran Holdings,
their compensation is determined by the Chief Executive Officer, who considered each of their
relative responsibility and potential impact on the achievement of the performance criteria in
setting their target bonus opportunities for 2010. The 2010 bonus targets, expressed as a
percentage of each Named Executive Officers base salary for 2010, were as follows:
|
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|
|
|
|
|
|
|
|
|
2010 Bonus |
|
|
2010 Bonus |
|
|
|
|
|
|
|
Target |
|
|
Target |
|
Executive Officer |
|
Title |
|
|
(% of base salary) |
|
|
($) |
|
Ernie L. Danner |
|
President and Chief Executive Officer |
|
|
140 |
|
|
|
700,000 |
|
Michael J. Aaronson |
|
Vice President and Chief Financial Officer |
|
|
42 |
|
|
|
51,450 |
(1) |
David S. Miller |
|
Former Vice President and Chief Financial Officer |
|
|
42 |
|
|
|
105,987 |
|
J. Michael Anderson |
|
Senior Vice President |
|
|
70 |
|
|
|
255,500 |
|
D. Bradley Childers |
|
Senior Vice President |
|
|
70 |
|
|
|
245,000 |
|
Joseph G. Kishkill |
|
Senior Vice President |
|
|
70 |
|
|
|
238,000 |
|
|
|
|
(1) |
|
This amount reflects a proration of Mr. Aaronsons bonus target
under the 2010 Incentive Program for the period from July 1,
2010, when he commenced employment with Exterran Holdings,
through December 31, 2010. |
Under the 2010 Incentive Program, each Named Executive Officer was eligible to receive an
annual cash award, at a level of 0% to 200% of his target bonus, based on Exterran Holdings
performance for 2010 relative to the key business activities and indicators listed below, as
adjusted based on individual performance, in each case based on the Exterran Holdings compensation
committees determination, in its discretion and with input from management, of the level of
attainment of applicable Exterran Holdings, business group and individual performance, as well as
one or more of the following items that the Exterran Holdings compensation committee could choose
to consider, in its discretion:
|
|
|
Exterran Holdings performance relative to its business plan; |
|
|
|
|
existing or anticipated financial, economic and industry conditions; and |
|
|
|
|
such other factors or criteria as the Exterran Holdings compensation
committee, in its discretion, deemed appropriate. |
The Exterran Holdings compensation committee determined the key business activities and
indicators for 2010 would relate to the following:
|
|
|
Generation of free cash flow, along with the achievement
of other financial targets within the 2010 business plan,
including EBITDA, earnings per share and bookings of new
business; |
|
|
|
|
Customer service, to be assessed by various regional and
group metrics for measuring and enhancing customer
service; |
67
|
|
|
Employee development, to be assessed by successful
implementation of various regional and group initiatives;
and |
|
|
|
|
Safety, to be assessed by specific Exterran Holdings
regional and group metrics for the incident rate for both
recordable injuries (TRIR) and the number of vehicle
incidents, with an Exterran Holdings TRIR target of 0.9
or less. |
In setting the key business activities and indicators for 2010, the Exterran Holdings
compensation committee reserved the right to modify the performance levels of one or more of these
criteria in its discretion based on internal and external developments during the course of 2010.
The following table shows the key business activities and indicators chosen as representative of
Exterran Holdings performance, and the results achieved under those indicators, for the year ended
December 31, 2010.
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
2010 Range ($ in millions except |
|
|
2010 Result ($ in |
|
|
|
for per share amounts) |
|
|
millions except for |
|
Performance Indicators |
|
Acceptable |
|
|
Good |
|
|
Outstanding |
|
|
per share amounts) |
|
Generation of free cash flow(1) |
|
$ |
140 |
|
|
$ |
190 |
|
|
$ |
240 |
|
|
$ |
380 |
|
Recurring EBITDA (2) |
|
$ |
500 |
|
|
$ |
531 |
|
|
$ |
575 |
|
|
$ |
454 |
|
Recurring earnings per share (3) |
|
$ |
(0.20 |
) |
|
$ |
0.11 |
|
|
$ |
0.60 |
|
|
$ |
(1.12 |
) |
International bookings (4) |
|
$ |
550 |
|
|
$ |
731 |
|
|
$ |
800 |
|
|
$ |
550 |
|
Total recordable incident rate (5) |
|
|
≤
1.0 |
|
|
|
≤
0.9 |
|
|
|
≤
0.8 |
|
|
|
0.63 |
|
|
|
|
(1) |
|
Refers to change in debt excluding the amortization of original issue discount. |
|
(2) |
|
Refers to income (loss) from continuing operations plus income taxes, interest
expense (including debt extinguishment costs and gain or loss on termination
of interest rate swaps), depreciation and amortization expense, impairment
charges, excluding non-recurring items, and extraordinary gains or losses. |
|
(3) |
|
Refers to earnings per share adjusted to remove the impact of discontinued
operations, impairment charges and other non-recurring items. |
|
(4) |
|
Refers to bookings, excluding Exterran Holdings Belleli Energy operations,
made outside the United States and Canada related to product sales, new
contract operations projects and certain aftermarket services projects. |
|
(5) |
|
Refers to the incident rate for both recordable injuries and lost time
accidents for all employees worldwide. |
To determine the payout under the 2010 Incentive Program for Messrs. Anderson, Childers and
Kishkill, the Exterran Holdings compensation committee considered overall Exterran Holdings
performance relative to the key business activities and indicators, as set forth above. The
Exterran Holdings compensation committee also reviewed the performance of the business group for
which each such Named Executive Officer is responsible in light of such groups performance with
respect to the key business activities and indicators discussed above. The Exterran Holdings
compensation committee noted in particular that Exterran Holdings North America Group, headed by
Mr. Childers, performed particularly well in the areas of operating cash flow and customer service,
including improvements in compressor run-times. No specific weight was assigned to any particular
Exterran Holdings performance indicator, or as between company performance and business group
performance. Taking into consideration Exterran Holdings performance, together with the
performance of the business group for which each Named Executive Officer is responsible and the
recommendations of the Chief Executive Officer with respect to each officer, the Exterran Holdings
compensation committee approved the payout amounts shown in the table below under the 2010
Incentive Program.
Because Messrs. Aaronson and Miller are not executive officers of Exterran Holdings, their
compensation, including their payout under the 2010 Incentive Program, was determined by the Chief
Executive Officer. In reviewing Mr. Aaronsons performance, the Chief Executive Officer conducted
an analysis similar to that described for Messrs. Anderson, Childers and Kishkill, above, with an
emphasis on Mr. Aaronsons rapid integration into the
68
role of Chief Financial Officer of Exterran GP LLC and leadership on a number of successful
financing transactions for Exterran Holdings and us during the second half of 2010. In reviewing
Mr. Millers performance, the Chief Executive Officer conducted an analysis similar to that
described for Messrs. Anderson, Childers and Kishkill, above, with an emphasis on Mr. Millers
successful transition of the role of Chief Financial Officer of Exterran GP LLC to Mr. Aaronson and
his simultaneous transition into the role of Vice President and Chief Financial Officer, Eastern
Hemisphere of EESLP during the second half of 2010.
Mr. Danner, while generally satisfied with Exterran Holdings performance in the areas of cash
flow generation, customer service, employee development and safety, felt his expectations were not
met with respect to other Exterran Holdings financial performance indicators listed above, and thus
requested that the Exterran Holdings compensation committee not award him any payout under the 2010
Incentive Program. Mr. Danners actual payout under the 2010 Incentive Program, therefore, is
zero, as reflected in the table below and in the Summary Compensation Table for 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Bonus |
|
|
|
|
Executive Officer |
|
Title |
|
|
Target ($) |
|
|
2010 Bonus Payout($) |
|
Ernie L. Danner |
|
President and Chief Executive Officer |
|
|
700,000 |
|
|
|
|
|
Michael J. Aaronson |
|
Vice President and Chief Financial Officer |
|
|
51,450 |
|
|
|
50,112 |
|
David S. Miller |
|
Former Vice President and Chief Financial Officer |
|
|
105,987 |
|
|
|
75,000 |
|
J. Michael Anderson |
|
Senior Vice President |
|
|
255,500 |
|
|
|
127,750 |
|
D. Bradley Childers |
|
Senior Vice President |
|
|
245,000 |
|
|
|
171,500 |
|
Joseph G. Kishkill |
|
Senior Vice President |
|
|
238,000 |
|
|
|
119,000 |
|
In August 2010, the Chief Executive Officer awarded Mr. Miller a discretionary cash bonus in
recognition of his assumption of the role of Vice President and Chief Financial Officer, Eastern
Hemisphere of EESLP. This cash bonus, in the amount of $100,000, was awarded outside the 2010
Incentive Program and is in addition to his award under the 2010 Incentive Program shown in the
table above.
2011. In February 2011, the Exterran Holdings compensation committee adopted a short-term
incentive program (the 2011 Incentive Program) to provide the short-term incentive compensation
element of Exterran Holdings total direct compensation program for this year. Under the 2011
Incentive Program, each 2011 Named Executive Officer will be eligible to receive an annual cash
award based on the Exterran Holdings compensation committees assessment of Exterran Holdings
performance for 2011 relative to key business activities and indicators listed below, as well as
such other factors or criteria that the Exterran Holdings compensation committee in its discretion
deems appropriate.
The Exterran Holdings compensation committee has determined that the key business activities
and indicators for 2011, as may be revised by the Exterran Holdings compensation committee in its
discretion, will relate to the following:
|
|
|
Exterran Holdings financial performance, including
EBITDA, generation of free cash flow, economic profit,
earnings per share, North America operating horsepower
levels and international bookings; and |
|
|
|
|
Exterran Holdings safety, to be assessed by specific
regional and group metrics for the incident rate for both
recordable injuries (TRIR) and the number of vehicle
incidents, with a corporate TRIR target of 0.75 or less. |
In addition to reviewing Exterran Holdings performance for 2011, the Exterran Holdings
compensation committee will also consider the performance of Exterran Holdings business groups
relative to the financial and safety performance indicators listed above, as well as the following
additional indicators:
|
|
|
Customer service, to be assessed by various regional and
group metrics for measuring and enhancing customer
service, including equipment service availability and
manufacturing quality; and |
69
|
|
|
People, to be assessed by successful implementation of
various regional and group initiatives intended to
optimize and improve Exterran Holdings overall human
capital. |
With respect to Mr. Danner, the Exterran Holdings compensation committee intends to award
performance-based short-term incentive compensation under the 2011 Incentive Program based on (1)
the Exterran Holdings compensation committees assessment of Exterran Holdings performance
relative to the financial and safety performance indicators listed above and (2) Mr. Danners
individual contribution toward those performance indicators, including his demonstrated leadership,
implementation of Exterran Holdings business strategy and success
at driving employee engagement.
No specific weight will be made as between
Exterran Holdings performance and individual contribution. The Exterran Holdings compensation
committee has reserved the right to modify the list of performance indicators as well as target
levels of one or more of these indicators in its discretion based on internal and external
developments during the course of 2011.
With respect to Messrs. Anderson, Childers and Kishkill, the Exterran Holdings compensation
committee intends to award performance-based short-term incentive compensation under the 2011
Incentive Program based on (1) the Exterran Holdings compensation committees assessment of
Exterran Holdings performance relative to the financial and safety performance factors listed
above, (2) the performance of each Named Executive Officers business group relative to the
financial, safety, customer service and people performance indicators listed above,
(3) each officers individual contributions, including demonstrated leadership, implementation
of Exterran Holdings business strategy and success at driving employee engagement, and (4) the
recommendations of Exterran Holdings Chief Executive Officer. No specific weight will be made as
between Exterran Holdings performance, business group performance and individual contribution.
The Exterran Holdings compensation committee has reserved the right to modify the list of
performance indicators as well as target levels of one or more of these indicators in its
discretion based on internal and external developments during the course of 2011.
With respect to Mr. Aaronson and certain of Exterran Holdings executive officers who are not
2011 Named Executive Officers, the Exterran Holdings compensation committee intends to award
performance-based short-term incentive compensation under the 2011 Incentive Program based on an
analysis similar to that described for Messrs. Anderson, Childers and Kishkill above, except that
the payout amounts for these officers may be adjusted upward by up to 20% based on Exterran
Holdings achievement of an economic profit performance measure, to be calculated as EBITDA less
the sum of maintenance capital, cash taxes and a charge for capital employed during the period.
Because Mr. Aaronson is not an executive officer of Exterran Holdings, the analysis of his
performance will be conducted, and his payout under the 2011 Incentive Program will be determined,
by the Chief Executive Officer.
We have not disclosed our target level with respect to the achievement of the financial
performance indicators listed above because they are derived from internal analyses and projections
of Exterran Holdings performance, reflecting Exterran Holdings business strategy for the current
year, and were developed for internal planning purposes. We believe their disclosure would provide
Exterran Holdings competitors, customers and other third parties with significant insights
regarding Exterran Holdings confidential planning process and strategies that could cause Exterran
Holdings and us substantial competitive harm. While future results cannot be predicted with
certainty, the Exterran Holdings compensation committee believes that these performance indicators
are set at a level such that achievement of the target levels will be challenging and require
significant effort on the part of Exterran Holdings and our executive officers.
Each executive officers target bonus payment under the 2011 Incentive Program will be a
specified percentage of that individuals base salary, and each executive officers actual bonus
payment may be paid out at a level of 0% to approximately 175% of target bonus based on the
Exterran Holdings compensation committees review (the Chief Executive Officers review, in the
case of Mr. Aaronson) of overall Exterran Holdings performance, business group performance (with
respect to the 2011 Named Executive Officers other than Mr. Danner) and individual performance, as
may be adjusted by the Exterran Holdings compensation committee in its discretion. The Exterran
Holdings compensation committee (the Chief Executive Officer, in the case of Mr. Aaronson)
considered the relative responsibility of each executive officer and his potential impact on the
achievement of Exterran Holdings performance criteria in determining the target 2011 bonus
opportunity for each
70
2011 Named Executive Officer (expressed as a percentage of each 2011 Named Executive
Officers base salary for 2011), which is as follows:
|
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|
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|
|
|
2011 Bonus |
|
|
|
|
|
|
|
Target |
|
Executive Officer |
|
Title |
|
|
(%) |
|
Ernie L. Danner |
|
President and Chief Executive Officer |
|
|
140 |
|
Michael J. Aaronson |
|
Vice President and Chief Financial Officer |
|
|
42 |
|
J. Michael Anderson |
|
Senior Vice President |
|
|
70 |
|
D. Bradley Childers |
|
Senior Vice President |
|
|
70 |
|
Joseph G. Kishkill |
|
Senior Vice President |
|
|
70 |
|
Mr. Danners base salary for 2011 is expected to fall below the 25th percentile of
chief executive officers of companies similar in size to Exterran Holdings in the general industry
and the oilfield services industry. The Exterran Holdings compensation committee has determined
that it is in Exterran Holdings and our equity holders interests that a greater percentage of Mr.
Danners compensation package, as compared with the compensation packages for the other 2011 Named
Executive Officers, consist of compensation contingent upon performance and, accordingly, has set
Mr. Danners 2011 short-term incentive target at 140% of his base salary for 2011. Mr. Danners
base salary for 2011 and bonus target under the 2011 Incentive Program, if achieved at target
level, together are expected to place him within the
25th to
50th
percentile
of chief executive officers of companies similar in size to Exterran Holdings in the
general industry and the oilfield services industry.
We anticipate that awards under the 2011 Incentive Program for the year ending December 31,
2011 will be determined and paid in the first quarter of 2012.
Long-Term Incentive Compensation
The Exterran Holdings compensation committee and our compensation committee and
management believe that Exterran Holdings and our executive officers and key employees of Exterran
Holdings should have an ongoing stake in Exterran Holdings and our success and that these
individuals should have a meaningful portion of their total compensation tied to the achievement of
Exterran Holdings strategic objectives and long-term financial and operational performance. The
Exterran Holdings compensation committee believes that:
|
|
|
grants of Exterran Holdings stock options provide an
incentive to its key employees and executive officers to
work toward its long-term performance goals, as the
benefit will be realized only if and to the extent that
the value of Exterran Holdings common stock increases; |
|
|
|
|
grants of Exterran Holdings restricted stock and
restricted stock units not only provide an incentive to
its key employees and executive officers to work toward
long-term performance goals, but also serve as a
retention tool; and |
|
|
|
|
grants of Exterran Holdings performance shares encourage
long-range planning and reward sustained stockholder
value creation and, coupled with a three-year vesting
period, also serve as a retention tool. |
|
|
The Exterran Holdings compensation committee and our compensation committee believe that: |
|
|
|
grants of our phantom units with tandem distribution equivalent
rights (DERs) serve to emphasize our growth objectives. Such
grants were made from the Exterran Partners, L.P. Long-Term
Incentive Plan (the Partnership Plan), which is solely
administered by our compensation committee. DERs are the right to
receive cash distributions that are provided to all common
unitholders, subject to the same vesting restrictions and risk of
forfeiture applicable to the underlying grant. |
Equity-based awards are effective, and a value is assigned based on the closing market price
of Exterran Holdings common stock or our common units, as applicable, on the date of approval by
the applicable
71
compensation committee or board of directors (or, if such approval date does not occur on a
business day, the last business day immediately preceding such date). Awards other than
performance shares generally vest at the rate of one-third per year over a three-year period of
employment and, in the case of full value awards, over a minimum period of three years.
Performance shares are payable based on achievement of certain specified Exterran Holdings
performance indicators, and may be paid out at 0% to 200% of the number of shares granted. Payout
amounts under the performance shares are determined following the conclusion of the performance
period, which is generally the previous fiscal year. Performance shares vest on the third
anniversary of the grant date and may be settled in shares of Exterran Holdings common stock or in
cash, in the Exterran Holdings compensation committees discretion.
The Exterran Holdings compensation committee has also delegated limited authority to a
committee of Exterran Holdings board of directors, which is currently comprised of the Chief
Executive Officer, to grant off-cycle Exterran Holdings equity awards, with the following
restrictions:
|
|
|
Equity grants are limited to an aggregate value of $1.0 million per quarter; |
|
|
|
|
The value of equity that can be awarded to any one individual is limited to $200,000, based on
the grant date fair market value; |
|
|
|
|
Full value awards will vest over a minimum of three years; |
|
|
|
|
No grants will be made to a Section 16 officer; |
|
|
|
|
No grants will be made retroactively; and |
|
|
|
|
All grants are required to be regularly reported to the Exterran Holdings compensation committee. |
During 2010, an aggregate of 35,808 Exterran Holdings stock options, 104,903 shares of
Exterran Holdings restricted stock and 25,825 Exterran Holdings restricted stock units, which did
not exceed the limits discussed above, was granted to Exterran Holdings employees pursuant to this
delegation of authority by the Exterran Holdings compensation committee.
In addition to targeting total long-term incentive compensation within the 50th to
75th percentile, as discussed above under How the Exterran Holdings Compensation
Committee Determines Executive CompensationEstablishing Competitive Pay Levels, for 2010, the
Exterran Holdings compensation committee also reviewed share utilization with respect to the
Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan (as amended, the Stock
Incentive Plan), potential overhang and burn rate under various award scenarios, as well as the
total compensation paid to executives over the past three years. Also for 2010, the Exterran
Holdings compensation committee determined to place a greater percentage of each Named Executive
Officers compensation at risk, and, on average, the long-term incentive compensation awarded to
our Named Executive Officers (other than Messrs. Aaronson and Miller, whose compensation is set by
the Chief Executive Officer rather than the Exterran Holdings compensation committee) comprised
approximately 59% of their total compensation in 2010. To emphasize our growth objectives and Mr.
Aaronsons role as our Chief Financial Officer, Mr. Aaronsons LTI Award for 2010 was set generally
to consist of approximately 50% Exterran Holdings restricted stock and 50% phantom units. Please
see the Summary Compensation Table for 2010 and the Grants of Plan-Based Awards Table for 2010
below for more information regarding the long-term incentive awards (LTI Awards) granted to our
Named Executive Officers in 2010.
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31,
2009, as a result of the continuing deterioration of energy and economic conditions during 2009,
the Exterran Holdings compensation committee determined during the second half of 2009 to
prioritize the generation of free cash flow and the repayment of a significant portion of Exterran
Holdings outstanding debt. While the Exterran Holdings compensation committee has traditionally focused, with respect to long-term incentive
compensation, on grants of stock options, restricted stock and partnership units, the committee
felt it was important to tie a significant portion of the Named Executive Officers variable
compensation to this specific performance indicator and, accordingly, determined to grant
performance shares tied to the generation of free cash flow for 2010 (the 2010 Performance
72
Shares). The following table shows the cash flow target range for payout under the 2010
Performance Shares, and the results achieved by Exterran Holdings for the year ended December 31,
2010 (dollars in millions):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
2010 Performance Share Target Range |
|
|
2010 |
|
|
Target |
|
Performance Indicator |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Results |
|
|
Achieved |
|
Generation of
free cash flow (1) |
|
$ |
80 |
|
|
$ |
130 |
|
|
$ |
230 |
|
|
$ |
200 |
(2) |
|
|
170 |
% |
|
|
|
(1) |
|
Free cash flow is defined for purposes of the 2010 Performance Shares as consolidated
Exterran Holdings debt reduction for the year ended December 31, 2010, as adjusted for certain
items in the Exterran Holdings compensation committees discretion. |
|
(2) |
|
Actual free cash flow generated during 2010, as defined for purposes of the 2010 Performance
Shares, was approximately $283 million, but was adjusted down to $200 million by the Exterran
Holdings compensation committee in its discretion. |
The 2010 Performance Shares are payable based on generation of free cash flow by Exterran
Holdings during the performance period from January 1, 2010 through December 31, 2010, and could be
paid out at 0% to 200% of the number of shares granted. Based on achievement of the cash flow
target at 170% for the year ended December 31, 2010, the Exterran Holdings compensation committee
approved the following awards of 2010 Performance Shares for our Named Executive Officers (other
than Messrs. Aaronson and Miller, who did not receive 2010 Performance Shares):
|
|
|
|
|
|
|
2010 Performance |
|
Executive Officer |
|
Shares Awarded (#) |
|
Ernie L. Danner |
|
|
37,363 |
|
J. Michael Anderson |
|
|
9,342 |
|
D. Bradley Childers |
|
|
9,342 |
|
Joseph G. Kishkill |
|
|
9,342 |
|
The 2010 Performance Shares vest on the third anniversary of the grant date.
In addition to the annual LTI Award for 2010, in recognition of Mr. Danners leadership and
Exterran Holdings and our performance during the second half of 2009, together with Mr. Danners
willingness to forgo any salary increase or adjustment to his LTI Award opportunity when promoted
to Chief Executive Officer in June 2009, in February 2010 the Exterran Holdings compensation
committee awarded Mr. Danner a one-time grant of 51,645 Exterran
Holdings stock options and 19,780
shares of Exterran Holdings restricted stock, and our compensation committee awarded him a
one-time grant of 4,371 phantom units.
In addition to the annual LTI Award for 2010, in February 2010 the Exterran Holdings
compensation committee awarded Mr. Kishkill a one-time grant of 8,608 Exterran Holdings stock
options and 3,297 Exterran Holdings restricted stock units in recognition of Mr. Kishkills
assumption of the role of President, Eastern Hemisphere of EESLP in late 2009.
In addition to the annual LTI Award for 2010, in August 2010 the Chief Executive Officer,
acting under the authority granted to him by the Exterran Holdings compensation committee, as
discussed above, awarded Mr. Miller a one-time grant of 11,568 Exterran Holdings stock options and
4,431 Exterran Holdings restricted stock units in recognition of Mr. Millers assumption of the
role of Vice President and Chief Financial Officer, Easter Hemisphere of EESLP.
73
Other Compensation Programs
401(k) Retirement and Savings Plan
The Exterran 401(k) Plan provides Exterran Holdings employees, including our Named
Executive Officers, the opportunity to defer up to 25% of their eligible salary, up to the Internal
Revenue Service (IRS) maximum deferral amount, on a pre-tax basis. This is accomplished through
contributions to an account maintained by an independent trustee. Exterran Holdings generally
matches 100% of an employees contribution to a maximum of 1% of the employees annual eligible
compensation, plus 50% of an employees contribution from 2% to a maximum of 6% of the employees
annual eligible compensation. Exterran Holdings made no discretionary matching contributions from
January 1, 2010 through June 30, 2010, but reinstated them effective July 1, 2010.
The employee directs how contributions to the 401(k) Plan are invested. Employees vest in
Exterran Holdings matching contributions after two years of service. The Exterran 401(k) Plan
includes a sunset provision which requires employees to divest their Plan account of Exterran
Holdings common stock by December 31, 2011.
Employees Supplemental Savings Plan
Prior to the merger, Universal sponsored an Employees Supplemental Savings Plan (the
ESSP), through which employees with an annual base salary of $100,000 or more, including certain
of the Named Executive Officers, could defer up to 25% of their eligible salary on a pre-tax basis.
The ESSP is a nonqualified, deferred compensation plan and participation was voluntary.
Participants could also defer up to 100% of their incentive bonus in 25% increments. Universals
policy was to provide matching salary contributions to the ESSP in the form of Universal common
stock. Deferrals from bonuses were not eligible for the match. The match limits of 3% and 4.5%
(based on company tenure) were aggregate amounts that included both the Universal 401(k) Plan and
the ESSP match amounts. The ESSP was designed in part to provide a mechanism to restore qualified
plan benefits that were reduced as a result of limitations imposed under the Internal Revenue Code
of 1986, as amended (the Code). It also enabled deferral of compensation that otherwise would
have been treated as excess employee remuneration by Universal within the meaning of Section 162(m)
of the Code.
Effective January 1, 2008, the ESSP was amended to (i) change the plan sponsor to
Exterran Holdings, (ii) freeze the ESSP with respect to new participation and contributions as of
December 31, 2007 and (iii) fully vest the accounts of active participants as of that date. The
ESSP is intended to be a grandfathered plan for purposes of Section 409A of the Code.
Deferred Compensation Plan
Under the Exterran Deferred Compensation Plan (the Deferred Compensation Plan), key
management and highly compensated employees of Exterran Holdings, including our Named Executive
Officers, may (i) defer receipt of their compensation, including up to 100% of their salaries and
up to 100% of their bonuses, and (ii) be credited with company contributions that are designed to
serve as a make-up for the portion of the employer-matching contribution that cannot be made under
the Exterran 401(k) Plan due to qualified plan limits under the Code. Exterran Holdings may, but
has no obligation to, make discretionary contributions on behalf of a participant, in such form and
amount as the Exterran Holdings compensation committee deems appropriate, in its sole discretion.
Exterran Holdings made no discretionary matching contributions from January 1, 2010 through June
30, 2010, but reinstated them effective July 1, 2010.
Participant elections with respect to deferrals of compensation and plan distributions
generally must be made in the year preceding that in which the compensation is earned, except that
the Exterran Holdings compensation committee may permit a newly eligible participant to make
deferral elections up to 30 days after he or she first becomes eligible to participate in the
Deferred Compensation Plan. The Deferred Compensation Plan is an unfunded plan for state and
federal tax purposes, and participants have the rights of Exterran Holdings unsecured creditors
with respect to their Deferred Compensation Plan accounts.
An employees contributions to the Deferred Compensation Plan are self-directed investments in
the various
74
funds that are made available under such plan. There are thus no interest calculations or
other earnings measures other than the performance of the investment funds selected by the
employee. Employees of Exterran Holdings, including our Named Executive Officers, determine how
their contributions are invested and may change these elections at any time.
Participants may elect to receive distributions of their accounts while still employed by
Exterran Holdings or upon the participants separation from service or disability, each as defined
in the Deferred Compensation Plan, either in a lump sum or in two to 10 annual installments.
Distributions will be made in cash, except that participants may elect to have any portion of his
or her account that is deemed invested in Exterran Holdings common stock distributed in shares of
common stock if the distribution is made prior to January 1, 2012.
Employee Stock Purchase Plan
The Exterran Holdings, Inc. Employee Stock Purchase Plan (the ESPP) provides eligible
employees of Exterran Holdings, including our Named Executive Officers, an option to purchase
Exterran Holdings common stock through payroll deductions and is designed to comply with Section
423 of the Code. The Exterran Holdings compensation committee, which administers the ESPP, has the
discretion to set the purchase price at 85% to 100% of the fair market value of a share of Exterran
Holdings common stock on one of the following dates: (i) the offering date, (ii) the purchase date
or (iii) the offering date or the purchase date, whichever is lower. For 2010, employees who
elected to participate in the ESPP could purchase a share of Exterran Holdings common stock at the
lesser of (i) 95% of the fair market value of a share of common stock on the offering date or (ii)
95% of the fair market value of a share of common stock on the purchase date. Offering periods
consist of three-month periods, or such other periods as may be determined from time to time by the
Exterran Holdings compensation committee. A total of 650,000 shares of Exterran Holdings common
stock has been authorized and reserved for issuance under the ESPP. At December 31, 2010,
approximately 241,000 shares remained available for purchase under the ESPP.
Amended and Restated 2007 Stock Incentive Plan
The Stock Incentive Plan is administered by the Exterran Holdings compensation committee
and authorizes the issuance of awards, at the discretion of the Exterran Holdings compensation
committee, of Exterran Holdings stock options, restricted stock, restricted stock units, stock
appreciation rights and performance awards to Exterran Holdings directors and employees and
employees of Exterran Holdings subsidiaries. A maximum of 9,750,000 shares of Exterran Holdings
common stock is available for issuance under the Stock Incentive Plan. The Stock Incentive Plan was
approved by Universals and Hanovers stockholders in connection with their approval of the merger
of the two companies that took place on August 20, 2007. At December 31, 2010, approximately
3,835,000 shares remained available for issuance under the Stock Incentive Plan.
Exterran Partners Long-Term Incentive Plan
The Partnership Plan, which is administered by our compensation committee, provides
incentive compensation awards based on the value of our common units to management, directors,
employees and consultants of Exterran Holdings, the Partnership and our respective affiliates who
perform services for us and our subsidiaries. The Partnership Plan also enhances our ability to
attract and retain the services of individuals essential for our growth and profitability and
encourages them to devote their best efforts to advancing our business.
The Partnership Plan provides for the grant of up to an aggregate of 1,035,378 common
units, restricted units, phantom units, unit options, unit awards or substitute awards and, with
respect to unit options and phantom units, the grant of DERs. DERs are credited with an amount
equal to any cash distributions we make on our common units during the period phantom units are
outstanding and are payable upon vesting of the tandem phantom units without interest. Since the
inception of the Partnership Plan, we have awarded only unit options and phantom units. At
December 31, 2010, approximately 885,000 units remained available for issuance under the
Partnership Plan.
Medical Expense Reimbursement Plan
The Medical Expense Reimbursement Plan (MERP) is a plan made available to certain of
Exterran Holdings
75
executive officers that supplements the standard medical and dental benefit plans available to
Exterran Holdings employees. During 2010, the MERP provided for reimbursement, in an amount up to
$10,000, of certain out-of-pocket medical costs incurred by the executive or his dependents that
were not covered by Exterran Holdings standard medical and dental plans.
Perquisites
Exterran Holdings made what it believes were limited use of perquisites during 2010. A
taxable benefit of tax preparation and planning services was made available to certain executive
officers. The health care and insurance coverage provided to executives was the same as that
provided to all active employees with the exception of the MERP, which provided for additional
medical, dental, and vision benefits to certain of Exterran Holdings executive officers during
2010. The Exterran Holdings compensation committee established a policy in early 2009 that tax
gross-ups would no longer be provided on income attributable to change of control agreements
entered into in the future or on executive or director perquisites.
Change of Control Arrangements
Change of Control Provisions in Equity Plans
The Stock Incentive Plan and the Partnership Plan provide for accelerated vesting of
outstanding equity awards in the event of a change of control.
Change of Control Provisions in 401(k) Plans
The Exterran 401(k) Plan provides for accelerated vesting of all Exterran Holdings matching
contributions in the event of a change of control.
Exterran Holdings Change of Control Agreements
Exterran Holdings has entered into change of control agreements with each of Messrs. Danner,
Aaronson, Miller, Anderson, Childers and Kishkill. The Exterran Holdings compensation committee
considers the provision of change of control agreements for executive officers to be a customary
part of executive compensation and, therefore, necessary to attracting and retaining executive
talent. The change of control agreements are designed to promote continuity of management in the
event of a change of control.
The change of control agreements generally provide that if the executive is terminated
within 18 months after a change of control occurs, or if during that period the executive
terminates his employment for good reason, as defined in the agreements, he will be entitled to a
payment equal to a multiple of two times the executives annual base salary and target bonus (three
times base salary and target bonus, in the case of Mr. Danner), will be provided health and welfare
benefits for a number of years equaling the payment multiple, and will receive certain other forms
of remuneration. A more specific description of the terms of the change of control agreements,
together with an estimate of the payouts in connection with such agreements, assuming a change of
control and qualifying termination, is provided in the section entitled Named Executive Officer
Compensation Payments and Potential Payments upon Change of Control, below.
Unit Ownership Requirements
Exterran GP LLC does not have any policy or guidelines that require specified ownership
of our common units by its directors or executive officers or any unit retention guidelines
applicable to equity-based awards granted to directors or executive officers. As of February 18,
2011, the 2011 Named Executive Officers collectively held 131,259 common units and 49,942 phantom units with DERs.
76
Compensation Deduction Limitations
As we are a partnership and not a corporation taxable as such for U.S. federal income tax
purposes, we are not subject to the executive compensation tax deductible limitations of Section
162(m) of the Code. However, as Exterran Holdings owns a majority of our outstanding equity
securities, our compensation committee is mindful of the impact that Section 162(m) may have on
compensatory deductions passed through to Exterran Holdings.
Compensation Committee Report
The compensation committee of the Exterran GP LLC board of directors has reviewed and
discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with
management and, based on such review and discussions, the compensation committee recommended to the
board of directors that the Compensation Discussion and Analysis be included in this Annual Report
on Form 10-K.
|
|
|
|
|
|
The Compensation Committee
G. Stephen Finley, Chair
James G. Crump
Edmund P. Segner, III
|
|
77
INFORMATION REGARDING EXECUTIVE COMPENSATION
Summary Compensation Table for 2010
The following table sets forth certain information with respect to compensation paid
during 2008, 2009 and 2010 to each of our Named Executive Officers. The numbers presented are the
full amounts received by each Named Executive Officer and have not been adjusted to reflect the
amount that was allocated to us.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
Plan |
|
|
All Other |
|
|
|
|
|
|
|
|
|
|
Salary |
|
|
Bonus |
|
|
Awards |
|
|
Awards |
|
|
Compensation |
|
|
Compensation |
|
|
Total |
|
Name and Position |
|
Year |
|
|
($)(1) |
|
|
($)(2) |
|
|
($)(3) |
|
|
($)(4) |
|
|
($)(5) |
|
|
($)(6) |
|
|
($) |
|
Ernie L. Danner, |
|
|
2010 |
|
|
|
506,015 |
|
|
|
|
|
|
|
2,665,004 |
(7) |
|
|
1,484,445 |
(7) |
|
|
|
|
|
|
17,697 |
|
|
|
4,673,161 |
|
President and Chief
Executive Officer |
|
|
2009 |
|
|
|
450,000 |
|
|
|
|
|
|
|
550,003 |
|
|
|
434,615 |
|
|
|
303,750 |
|
|
|
19,511 |
|
|
|
1,757,879 |
|
|
|
|
2008 |
(8) |
|
|
91,778 |
|
|
|
|
|
|
|
|
|
|
|
729,744 |
|
|
|
52,900 |
|
|
|
1,865,832 |
|
|
|
2,740,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Aaronson, |
|
|
2010 |
(9) |
|
|
125,450 |
|
|
|
|
|
|
|
249,992 |
|
|
|
|
|
|
|
50,112 |
|
|
|
47,321 |
|
|
|
472,875 |
|
Vice President and
Chief Financial
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David S. Miller, |
|
|
2010 |
|
|
|
260,323 |
|
|
|
100,000 |
(10) |
|
|
215,515 |
(11) |
|
|
193,954 |
(11) |
|
|
75,000 |
|
|
|
273,342 |
|
|
|
1,118,134 |
|
Former Vice
President and Chief Financial Officer |
|
|
2009 |
|
|
|
226,163 |
|
|
|
|
|
|
|
125,005 |
|
|
|
94,910 |
|
|
|
70,000 |
|
|
|
59,687 |
|
|
|
575,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Michael Anderson,
|
|
|
2010 |
|
|
|
376,592 |
|
|
|
|
|
|
|
583,773 |
|
|
|
303,639 |
|
|
|
127,750 |
|
|
|
21,172 |
|
|
|
1,412,926 |
|
Senior Vice President |
|
|
2009 |
|
|
|
355,000 |
|
|
|
|
|
|
|
440,003 |
|
|
|
347,695 |
|
|
|
175,000 |
|
|
|
17,161 |
|
|
|
1,334,859 |
|
|
|
|
2008 |
|
|
|
346,367 |
|
|
|
160,000 |
|
|
|
990,402 |
|
|
|
614,166 |
|
|
|
146,100 |
|
|
|
36,275 |
|
|
|
2,293,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Bradley Childers, |
|
|
2010 |
|
|
|
361,015 |
|
|
|
|
|
|
|
528,775 |
|
|
|
258,652 |
|
|
|
171,500 |
|
|
|
24,137 |
|
|
|
1,344,079 |
|
Senior Vice President |
|
|
2009 |
|
|
|
340,000 |
|
|
|
|
|
|
|
385,009 |
|
|
|
304,233 |
|
|
|
165,000 |
|
|
|
21,211 |
|
|
|
1,215,453 |
|
|
|
|
2008 |
|
|
|
320,701 |
|
|
|
160,000 |
|
|
|
935,323 |
|
|
|
579,994 |
|
|
|
139,900 |
|
|
|
48,390 |
|
|
|
2,184,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph G. Kishkill, |
|
|
2010 |
|
|
|
340,000 |
|
|
|
|
|
|
|
603,781 |
(12) |
|
|
333,628 |
(12) |
|
|
119,000 |
|
|
|
233,071 |
|
|
|
1,629,480 |
|
Senior Vice President |
|
|
2009 |
|
|
|
284,407 |
|
|
|
|
|
|
|
385,009 |
|
|
|
304,233 |
|
|
|
160,000 |
|
|
|
5,416 |
|
|
|
1,139,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts shown in this column represent amounts
earned for the fiscal year. There were 27 bi-weekly
pay periods in 2010 and 26 bi-weekly pay periods in
2009 and 2008. |
|
(2) |
|
After the proposed merger of Hanover and Universal
was announced, during the first quarter of 2007, the
boards of directors of Hanover and Universal approved
the adoption of retention plans that were intended to
provide select employees, including certain of our
Named Executive Officers, with an incentive to continue
employment in light of the pending merger between the
two companies. The amounts included in this column for
2008 represent the cash payment of retention bonuses on
April 30, 2008 under the Universal Retention Bonus Plan
for Messrs. Anderson and Childers.
|
78
|
|
|
(3) |
|
The amounts included in this column represent the
grant date fair value of (a) restricted shares of
Exterran Holdings common stock, awarded and recognized
by Exterran Holdings, (b) performance shares, awarded
and recognized by Exterran Holdings, as finally
determined by the Exterran Holdings compensation
committee following the conclusion of the performance
period, and (c) Partnership phantom units with DERs,
awarded and recognized by us, in each case calculated
in accordance with the Financial Accounting Standards
Board Accounting Standards Codification 718, Stock
Compensation (ASC 718). For a discussion of
valuation assumptions, see Note 7 to the Financial
Statements and see Note 18 to the consolidated
financial statements within Exterran Holdings Form
10-K for the year ended December 31, 2010. Please see
the Grants of Plan-Based Awards for 2010 table below
for more information regarding equity-based awards
granted in 2010. |
|
(4) |
|
The amounts included in this column represent the
grant date fair value of (a) options to purchase
Exterran Holdings common stock, awarded and recognized
by Exterran Holdings, (b) options to purchase our
common units, awarded and recognized by us, which
expired unexercised on December 31, 2009, and (c) unit
appreciation rights with respect to our common units,
awarded and recognized by Exterran Holdings, which
expired unexercised on December 31, 2009, in each case
calculated in accordance with ASC 718. For a discussion
of valuation assumptions, see Note 7 to the Financial
Statements and see Note 18 to the consolidated
financial statements within Exterran Holdings Form
10-K for the year ended December 31, 2010. Please see
the Grants of Plan-Based Awards for 2010 table below
for more information regarding equity-based awards
granted in 2010. |
|
(5) |
|
The amounts included in this column for 2010 represent
cash payments made under the 2010 Incentive Program,
which covered the compensation measurement and
performance year ended December 31, 2010, and
are expected to be paid during the first quarter of 2011. |
|
|
|
The amounts included in this column for 2009 represent
cash payments made under the 2009 Incentive Program,
which covered the compensation measurement and
performance year ended December 31, 2009, and which
were paid during the first quarter of 2010. |
|
|
|
The amounts included in this column for 2008
represent cash payments made under the Exterran Annual
Performance Pay Plan, which covered the compensation
measurement and performance year ended December 31,
2008, and which were paid during the first quarter of
2009. |
|
(6) |
|
The amounts shown in this column for the year
ended December 31, 2010 are attributable to the
following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
|
|
|
|
|
|
401(k) Plan |
|
|
Executive |
|
|
Preparation |
|
|
|
|
|
|
|
|
|
|
|
|
Matching |
|
|
Medical |
|
|
and Planning |
|
|
|
|
|
|
|
|
|
|
|
|
Contribution |
|
|
Coverage |
|
|
Services |
|
|
DERs |
|
|
Other |
|
|
Total |
|
Name |
|
($)(a) |
|
|
($)(b) |
|
|
($) |
|
|
($)(c) |
|
|
($) |
|
|
($) |
|
Ernie L. Danner |
|
|
|
|
|
|
6,402 |
|
|
|
6,000 |
|
|
|
5,295 |
|
|
|
|
|
|
|
17,697 |
|
Michael J. Aaronson |
|
|
1,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,625 |
(d) |
|
|
47,321 |
|
David S. Miller |
|
|
4,240 |
|
|
|
|
|
|
|
500 |
|
|
|
6,617 |
|
|
|
261,985 |
(e) |
|
|
273,342 |
|
J. Michael Anderson |
|
|
2,282 |
|
|
|
6,402 |
|
|
|
1,500 |
|
|
|
10,988 |
|
|
|
|
|
|
|
21,172 |
|
D. Bradley Childers |
|
|
|
|
|
|
6,402 |
|
|
|
6,000 |
|
|
|
10,086 |
|
|
|
1,649 |
(f) |
|
|
24,137 |
|
Joseph G. Kishkill |
|
|
|
|
|
|
|
|
|
|
1,837 |
|
|
|
3,706 |
|
|
|
227,528 |
(g) |
|
|
233,071 |
|
|
|
|
(a) |
|
Executives could contribute up to 25% (subject to limits established by the IRS) of
their salary to the Exterran 401(k) Plan. |
|
(b) |
|
Represents premiums paid by Exterran Holdings for medical coverage under the MERP. |
|
(c) |
|
Represents a cash payment pursuant to DERs payable upon vesting of Partnership phantom units. |
|
(d) |
|
Represents reimbursement for relocation and temporary housing expenses in connection with
Mr. Aaronsons acceptance of employment with Exterran Holdings. |
79
|
|
|
(e) |
|
Represents (a) $78,636 for Mr. Millers annual expatriate benefits, including $3,231 for an
expatriate hardship payment, $35,628 for a residential allowance, $5,292 for reimbursement
of school tuition for Mr. Millers children and $33,664 for relocation and immigration
expenses associated with Mr. Millers relocation from the U.S. to Dubai in connection with
his assumption of the role of Vice President and Chief Financial Officer, Eastern Hemisphere
of EESLP, (b) $14,374 paid to Mr. Miller as compensation for his then currently earned but
unused vacation hours in connection with his assumption of the role of Vice President and
Chief Financial Officer, Eastern Hemisphere of EESLP, and (c) a $168,975 relocation
payment made to Mr. Miller in connection with his 2009 acceptance of employment with
Exterran Holdings. |
|
(f) |
|
Represents reimbursement for an annual physical exam. |
|
(g) |
|
Represents Mr. Kishkills annual expatriate benefits, including $8,400 for an expatriate
hardship payment, $67,840 for a residential allowance, $5,145 for reimbursement of
residential utilities, $28,699 for reimbursement of school tuition for Mr. Kishkills
children, $49,814 for relocation and immigration expenses associated with Mr. Kishkills
relocation from Argentina to Dubai in connection with his assumption of the role of
President, Eastern Hemisphere of EESLP, $27,630 for a vacation travel allowance and a
$40,000 annual expatriate payment for miscellaneous expenses related to living abroad. |
|
(7) |
|
Includes a one-time grant awarded to Mr. Danner as further described in Elements of
Compensation Long-Term Incentive Compensation2010. |
|
(8) |
|
Mr. Danner became employed by Exterran Holdings in October 2008; thus, the 2008 amounts
shown for him represent his compensation for the period from October 8, 2008 through
December 31, 2008. |
|
(9) |
|
Mr. Aaronsons employment with Exterran Holdings began on July 1, 2010; thus, the amounts
shown for him for 2010 represent his compensation from that date through December 31, 2010. |
|
(10) |
|
The amount shown represents Mr. Millers discretionary bonus discussed above under
Compensation Discussion and Analysis Elements of Compensation Annual
Performance-Based Incentive Compensation2010. |
|
(11) |
|
Includes a one-time grant awarded to Mr. Miller as further described in Elements of
CompensationLong-Term Incentive Compensation2010. |
|
(12) |
|
Includes a one-time grant awarded to Mr. Kishkill as further described in Elements of
Compensation Long-Term Incentive Compensation2010. |
80
Grants of Plan-Based Awards for 2010
The following table provides additional information about stock and option awards and
non-equity incentive plan awards granted to the Named Executive Officers by Exterran Holdings and
us during the year ended December 31, 2010. The numbers presented are the full amounts received by
each Named Executive Officer and have not been adjusted to reflect the amount that was allocated to
us.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
|
Awards: |
|
|
Exercise |
|
|
Fair |
|
|
|
|
|
|
|
Estimated Possible Payouts |
|
|
Estimated Possible Payouts |
|
|
Number of |
|
|
Number of |
|
|
or Base |
|
|
Value of |
|
|
|
|
|
|
|
Under Non-Equity |
|
|
|
|
|
|
Under Equity |
|
|
|
|
|
|
Shares of |
|
|
Securities |
|
|
Price of |
|
|
Stock and |
|
|
|
|
|
|
|
Incentive Plan Awards(1) |
|
|
Incentive Plan Awards(2) |
|
|
Stock or |
|
|
Underlying |
|
|
Option |
|
|
Option |
|
|
|
Grant |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Units |
|
|
Options |
|
|
Awards |
|
|
Awards |
|
Name |
|
Date |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
(#) |
|
|
(#) |
|
|
(#) |
|
|
(#) |
|
|
(#) |
|
|
($/SH) |
|
|
($)(3) |
|
Ernie L. |
|
|
|
|
|
|
0 |
|
|
|
700,000 |
|
|
|
1,400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Danner |
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
21,978 |
|
|
|
43,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,495 |
(4) |
|
|
|
|
|
|
|
|
|
|
1,035,011 |
|
|
|
|
2/28/2010 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,780 |
(4) |
|
|
|
|
|
|
|
|
|
|
449,995 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118,785 |
(6) |
|
|
22.75 |
|
|
|
1,034,617 |
|
|
|
|
2/28/2010 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,645 |
(6) |
|
|
22.75 |
|
|
|
449,827 |
|
|
|
|
3/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,052 |
(7) |
|
|
|
|
|
|
|
|
|
|
229,990 |
|
|
|
|
3/01/2010 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,371 |
(7) |
|
|
|
|
|
|
|
|
|
|
100,008 |
|
Michael J. |
|
|
|
|
|
|
0 |
|
|
|
51,450 |
|
|
|
102,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aaronson (8) |
|
|
7/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,824 |
(9) |
|
|
|
|
|
|
|
|
|
|
124,990 |
|
|
|
|
7/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,608 |
(10) |
|
|
|
|
|
|
|
|
|
|
125,002 |
|
David S. |
|
|
|
|
|
|
0 |
|
|
|
105,987 |
|
|
|
211,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miller |
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,154 |
(4) |
|
|
|
|
|
|
|
|
|
|
94,504 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,846 |
(6) |
|
|
22.75 |
|
|
|
94,469 |
|
|
|
|
3/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
918 |
(7) |
|
|
|
|
|
|
|
|
|
|
21,004 |
|
|
|
|
8/12/2010 |
(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,431 |
(12) |
|
|
|
|
|
|
|
|
|
|
100,008 |
|
|
|
|
8/12/2010 |
(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,568 |
(13) |
|
|
22.57 |
|
|
|
99,485 |
|
J. Michael |
|
|
|
|
|
|
0 |
|
|
|
255,500 |
|
|
|
511,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anderson |
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
5,495 |
|
|
|
10,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,011 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,352 |
(4) |
|
|
|
|
|
|
|
|
|
|
303,758 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,861 |
(6) |
|
|
22.75 |
|
|
|
303,639 |
|
|
|
|
3/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,950 |
(7) |
|
|
|
|
|
|
|
|
|
|
67,496 |
|
D. Bradley |
|
|
|
|
|
|
0 |
|
|
|
245,000 |
|
|
|
490,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Childers |
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
5,495 |
|
|
|
10,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,011 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,374 |
(4) |
|
|
|
|
|
|
|
|
|
|
258,759 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,696 |
(6) |
|
|
22.75 |
|
|
|
258,652 |
|
|
|
|
3/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,513 |
(7) |
|
|
|
|
|
|
|
|
|
|
57,497 |
|
Joseph G. |
|
|
|
|
|
|
0 |
|
|
|
238,000 |
|
|
|
476,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kishkill |
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
5,495 |
|
|
|
10,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,011 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,374 |
(4) |
|
|
|
|
|
|
|
|
|
|
258,759 |
|
|
|
|
2/28/2010 |
(14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,297 |
(4) |
|
|
|
|
|
|
|
|
|
|
75,007 |
|
|
|
|
2/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,696 |
(6) |
|
|
22.75 |
|
|
|
258,652 |
|
|
|
|
2/28/2010 |
(14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,608 |
(6) |
|
|
22.75 |
|
|
|
74,976 |
|
|
|
|
3/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,513 |
(7) |
|
|
|
|
|
|
|
|
|
|
57,497 |
|
|
|
|
(1) |
|
The amounts in these columns reflect the range of
potential payouts under the 2010 Incentive Program. The
actual payouts under the plan were determined in
February 2011 and are expected to be paid in the first
quarter of 2011, as reflected in the Summary
Compensation Table for 2010, above. |
81
|
|
|
(2) |
|
The amounts in these columns reflect the range of
potential payouts of performance shares awarded as part
of the LTI Award for 2010. Target is the number of
performance shares awarded in 2010. Threshold
represents the lowest possible payout (0% of the
grant), and Maximum reflects the highest possible
payout (200% of the grant). See Elements of
CompensationLong-Term Incentive Compensation2010
for a detailed description of the performance shares.
The actual payouts under the performance shares were
determined in February 2011, but will not vest until
March 2013. |
|
(3) |
|
The value of Exterran Holdings performance
shares, restricted stock and stock option awards and
our phantom unit awards on the grant date is calculated
in accordance with ASC 718. Performance shares are
shown at target value; for a discussion of actual
number of performance shares awarded, as finally
determined by the Exterran Holdings compensation
committee following the conclusion of the performance
period, see Elements of CompensationLong-Term
Incentive Compensation2010. |
|
(4) |
|
Exterran Holdings restricted stock awards were
granted under the Stock Incentive Plan and vest over a
three-year period at the rate of one-third per year
beginning on March 4, 2011 and on each successive
anniversary of the initial date of vesting. |
|
(5) |
|
Consists of a one-time grant awarded to Mr. Danner in
recognition of his leadership and Exterran Holdings
performance during the second half of 2009, together
with his willingness to forgo any salary increase or
adjustment to his LTI Award opportunity when promoted
to Chief Executive Officer in June 2009. |
|
(6) |
|
Options to purchase Exterran Holdings common
stock were granted under the Stock Incentive Plan and
vest over a three-year period at the rate of one-third
per year beginning on March 4, 2011 and on each
successive anniversary of the initial date of vesting. |
|
(7) |
|
Partnership phantom units with tandem DERs were
granted under the Partnership Plan and vest over a
three-year period at the rate of one-third per year
beginning on March 4, 2011 and on each successive
anniversary of the initial date of vesting. |
|
(8) |
|
The amounts shown for Mr. Aaronson under Estimated
Possible Payouts Under Non-equity Incentive Plan
Awards reflect the range of his potential payout under
the 2010 Incentive Program, prorated for the period
from July 1, 2010, when he began his employment with
Exterran Holdings, through December 31, 2010. |
|
(9) |
|
Exterran Holdings restricted stock awards were granted
under the Stock Incentive Plan and vest over a
three-year period at the rate of one-third per year
beginning on July 1, 2011 and on each successive
anniversary of the initial date of vesting. |
|
(10) |
|
Partnership phantom units with tandem DERs were granted
under the Partnership Plan and vest over a three-year
period at the rate of one-third per year beginning on
July 1, 2011 and on each successive anniversary of the
initial date of vesting. |
|
(11) |
|
Consists of a one-time grant awarded to Mr. Miller in
connection with his assumption of the role of Vice
President and Chief Financial Officer, Easter
Hemisphere of EESLP. |
|
(12) |
|
Exterran Holdings restricted stock awards were granted
under the Stock Incentive Plan and vest over a
three-year period at the rate of one-third per year
beginning on August 12, 2011 and on each successive
anniversary of the initial date of vesting. |
|
(13) |
|
Options to purchase Exterran Holdings common stock
were granted under the Stock Incentive Plan and vest
over a three-year period at the rate of one-third per
year beginning on August 12, 2011 and on each
successive anniversary of the initial date of vesting. |
|
(14) |
|
Consists of a one-time grant awarded to Mr. Kishkill in
recognition of his assumption of the role of President,
Eastern Hemisphere of EESLP in late 2009. |
82
Outstanding Equity Awards at Fiscal Year-End for 2010
The following table provides information regarding equity awards and equity-based awards
granted by Universal, Exterran Holdings and us that were outstanding at December 31, 2010. The
numbers presented are the full amounts received by each Named Executive Officer and have not been
adjusted to reflect the amount that was allocated to us.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
Incentive Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
|
Incentive Plan |
|
|
Awards: |
|
|
|
Option Awards |
|
|
|
|
|
|
Value of |
|
|
Awards: |
|
|
Market or |
|
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Shares or |
|
|
Number of |
|
|
Payout Value |
|
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
Shares or |
|
|
Units of |
|
|
Unearned |
|
|
of Unearned |
|
|
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
|
|
Units of |
|
|
Stock |
|
|
Shares, Units or |
|
|
Shares, Units |
|
|
|
Unexercised |
|
|
Unexercised |
|
|
Option |
|
|
|
|
|
|
Stock That |
|
|
That |
|
|
Other Rights |
|
|
or Other Rights |
|
|
|
Options |
|
|
Options |
|
|
Exercise |
|
|
Option |
|
|
Have Not |
|
|
Have Not |
|
|
That Have Not |
|
|
That Have Not |
|
|
|
(#) |
|
|
(#) |
|
|
Price |
|
|
Expiration |
|
|
Vested |
|
|
Vested |
|
|
Yet Vested |
|
|
Yet Vested |
|
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
($) |
|
|
Date |
|
|
(#) |
|
|
($) |
|
|
(#) |
|
|
($) |
|
Ernie L. |
|
|
21,675 |
|
|
|
|
|
|
|
30.07 |
|
|
|
4/30/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Danner |
|
|
22,000 |
|
|
|
|
|
|
|
38.15 |
|
|
|
3/09/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,812 |
|
|
|
34,405 |
(1) |
|
|
23.63 |
|
|
|
10/08/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
43.39 |
|
|
|
3/03/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,850 |
|
|
|
49,698 |
(1) |
|
|
16.14 |
|
|
|
3/04/2016 |
|
|
|
83,862 |
(2) |
|
|
2,008,495 |
(3) |
|
|
37,363 |
(4) |
|
|
894,844 |
(3) |
|
|
|
|
|
|
|
170,430 |
(1) |
|
|
22.75 |
|
|
|
2/28/2017 |
|
|
|
20,145 |
(5) |
|
|
541,095 |
(6) |
|
|
|
|
|
|
|
|
Michael J. Aaronson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,824 |
(2) |
|
|
115,535 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,608 |
(5) |
|
|
150,631 |
(6) |
|
|
|
|
|
|
|
|
David S. Miller |
|
|
5,030 |
|
|
|
10,059 |
|
|
|
22.15 |
|
|
|
2/02/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,846 |
|
|
|
22.75 |
|
|
|
2/28/2017 |
|
|
|
8,585 |
(2) |
|
|
205,611 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,568 |
|
|
|
22.57 |
|
|
|
8/12/2017 |
|
|
|
8,071 |
(5) |
|
|
216,787 |
(6) |
|
|
|
|
|
|
|
|
J. Michael |
|
|
85,000 |
|
|
|
|
|
|
|
17.30 |
|
|
|
3/31/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anderson |
|
|
20,000 |
|
|
|
|
|
|
|
30.07 |
|
|
|
4/30/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,687 |
|
|
|
10,843 |
(1) |
|
|
67.30 |
|
|
|
3/04/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,000 |
|
|
|
|
|
|
|
38.15 |
|
|
|
3/09/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
43.39 |
|
|
|
3/03/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,880 |
|
|
|
39,759 |
(1) |
|
|
16.14 |
|
|
|
3/04/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,861 |
(1) |
|
|
22.75 |
|
|
|
2/28/2017 |
|
|
|
32,325 |
(2) |
|
|
772,028 |
(3) |
|
|
9,342 |
(4) |
|
|
223,741 |
(3) |
|
|
|
10,871 |
|
|
|
|
|
|
|
75.27 |
|
|
|
6/12/2017 |
|
|
|
9,391 |
(5) |
|
|
252,242 |
(6) |
|
|
|
|
|
|
|
|
D. Bradley |
|
|
38,420 |
|
|
|
|
|
|
|
19.03 |
|
|
|
9/03/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Childers |
|
|
25,000 |
|
|
|
|
|
|
|
16.71 |
|
|
|
3/10/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
30.07 |
|
|
|
4/30/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,480 |
|
|
|
10,240 |
(1) |
|
|
67.30 |
|
|
|
3/04/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,000 |
|
|
|
|
|
|
|
38.15 |
|
|
|
3/09/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
43.39 |
|
|
|
3/03/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,395 |
|
|
|
34,789 |
(1) |
|
|
16.14 |
|
|
|
3/04/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,696 |
(1) |
|
|
22.75 |
|
|
|
2/28/2017 |
|
|
|
28,175 |
(2) |
|
|
674,791 |
(3) |
|
|
9,342 |
(4) |
|
|
223,741 |
(3) |
|
|
|
10,871 |
|
|
|
|
|
|
|
75.27 |
|
|
|
6/12/2017 |
|
|
|
8,279 |
(5) |
|
|
222,374 |
(6) |
|
|
|
|
|
|
|
|
Joseph G. |
|
|
4,667 |
|
|
|
|
|
|
|
18.07 |
|
|
|
11/27/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kishkill |
|
|
6,667 |
|
|
|
|
|
|
|
16.71 |
|
|
|
3/10/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
|
|
|
|
|
|
30.07 |
|
|
|
4/30/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,715 |
|
|
|
|
|
|
|
78.25 |
|
|
|
8/20/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,613 |
|
|
|
1,307 |
(1) |
|
|
67.30 |
|
|
|
3/04/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
38.15 |
|
|
|
3/09/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,200 |
|
|
|
|
|
|
|
43.39 |
|
|
|
3/03/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,395 |
|
|
|
34,789 |
(1) |
|
|
16.14 |
|
|
|
3/04/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,304 |
(1) |
|
|
22.75 |
|
|
|
2/28/2017 |
|
|
|
28,755 |
(2) |
|
|
688,682 |
(3) |
|
|
9,342 |
(4) |
|
|
223,741 |
(3) |
|
|
|
1,208 |
|
|
|
|
|
|
|
75.27 |
|
|
|
6/12/2017 |
|
|
|
6,519 |
(5) |
|
|
175,100 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents options to purchase Exterran Holdings
common stock awarded under the Stock Incentive Plan
that vest at the rate of one-third per year over a
three-year period, with a term of seven years following
the date of grant. |
83
|
|
|
(2) |
|
Represents Exterran Holdings restricted stock awarded
under the Stock Incentive Plan that vest at the rate of
one-third per year over a three-year period. |
|
(3) |
|
Based on the market closing price of Exterran Holdings
common stock on December 31, 2010 of $23.95 per share. |
|
(4) |
|
Represents Exterran Holdings performance shares
awarded under the Stock Incentive Plan that vest on
March 4, 2013. Amounts shown are the actual number of
shares awarded, as finally determined by the Exterran
Holdings compensation committee following the
conclusion of the performance period. |
|
(5) |
|
Represents our phantom units with tandem DERs
under the Partnership Plan that vest at the rate of
one-third per year over a three-year period. |
|
(6) |
|
Based on the market closing price of our common
units on December 31, 2010 of $26.86 per common unit. |
84
Option Exercises and Stock Vested for 2010
The following table provides additional information about the value realized by the Named
Executive Officers on stock award vesting during the year ended December
31, 2010. No stock options were exercised by the Named Executive Officers during the year ended
December 31, 2010. The value realized upon vesting represents the total value to each Named
Executive Officer and does not represent the amount allocated to us.
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
|
Number of |
|
|
|
|
|
|
Shares and Units |
|
|
Value |
|
|
|
Acquired |
|
|
Realized on |
|
|
|
on Vesting |
|
|
Vesting |
|
Name |
|
(#) |
|
|
($) |
|
Ernie L. Danner |
|
|
12,156 |
|
|
|
290,647 |
(1) |
Michael J. Aaronson |
|
|
|
|
|
|
|
|
David S. Miller |
|
|
3,577 |
|
|
|
80,876 |
(2) |
J. Michael Anderson |
|
|
17,600 |
|
|
|
424,218 |
(3) |
D. Bradley Childers |
|
|
16,059 |
|
|
|
387,417 |
(4) |
Joseph G. Kishkill |
|
|
10,559 |
|
|
|
252,465 |
(5) |
|
|
|
(1) |
|
The value of vested shares reported for Mr. Danner is attributable to vesting of the following awards: |
|
|
|
9,294 restricted shares of Exterran Holdings common stock at $24.31$225,937 |
|
|
|
|
2,862 Partnership phantom units with tandem DERs at $22.61$64,710 |
|
|
|
(2) |
|
The value of vested shares reported for Mr. Miller is attributable to vesting of the following awards: |
|
|
|
3,577 Partnership phantom units with tandem DERs at $22.61$80,876 |
|
|
|
(3) |
|
The value of vested shares reported for Mr. Anderson is attributable to vesting of the following
awards: |
|
|
|
2,000 restricted shares of Exterran Holdings common stock at $26.02$52,040 |
|
|
|
|
11,448 restricted shares of Exterran Holdings common stock at $24.31$278,301 |
|
|
|
|
4,152 Partnership phantom units with tandem DERs at $22.61$93,877 |
|
|
|
(4) |
|
The value of vested shares reported for Mr. Childers is attributable to vesting of the following awards: |
|
|
|
2,000 restricted shares of Exterran Holdings common stock at $26.02$52,040 |
|
|
|
|
10,296 restricted shares of Exterran Holdings common stock at $24.31$250,296 |
|
|
|
|
3,763 Partnership phantom units with tandem DERs at $22.61$85,081 |
|
|
|
(5) |
|
The value of vested shares reported for Mr. Kishkill is attributable to vesting of the following awards: |
|
|
|
445 restricted shares of Exterran Holdings common stock at $26.02$11,579 |
|
|
|
|
532 Exterran Holdings restricted stock units at $21.34$11,353 |
|
|
|
|
7,579 Exterran Holdings restricted stock units at $24.31$184,245 |
|
|
|
|
2,003 Partnership phantom units with tandem DERs at $22.61$45,288 |
85
Nonqualified Deferred Compensation for 2010
The following table summarizes the Named Executive Officers compensation under Exterran
Holdings nonqualified deferred compensation plans for the year ended December 31, 2010. The
numbers presented are the full amounts received by each Named Executive Officer and have not been
adjusted to reflect the amount that was allocated to us.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
Aggregate |
|
|
|
Executive |
|
|
Earnings |
|
|
Aggregate |
|
|
Balance at |
|
|
|
Contributions in |
|
|
in Last |
|
|
Withdrawals/ |
|
|
Last Fiscal |
|
|
|
Last Fiscal Year |
|
|
Fiscal Year |
|
|
Distributions |
|
|
Year-End |
|
Name |
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
Ernie L. Danner |
|
|
298,069 |
|
|
|
41,176 |
|
|
|
|
|
|
|
475,283 |
|
Michael J. Aaronson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David S. Miller |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Michael Anderson |
|
|
|
|
|
|
22,286 |
|
|
|
|
|
|
|
158,236 |
|
D. Bradley Childers |
|
|
|
|
|
|
21,099 |
|
|
|
|
|
|
|
146,957 |
|
Joseph G. Kishkill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86
Payments and Potential Payments upon Change of Control
We and Exterran Holdings have decided, as a policy matter, not to offer employment
agreements to our executive officers. Certain of our executive officers, including our Named
Executive Officers, have entered into change of control agreements with Exterran Holdings. Exterran
Holdings designed the change of control agreements to aid in the retention of its executives and
promote continuity of management in the event of any actual or potential change of control. Each
such agreement provides that if, during the 18-month period following a change of control (as that
term is defined in the change of control agreements), the executives employment is terminated
other than for cause, death or disability, or the executive terminates his employment for good
reason (in each case, a Qualifying Termination), then the executive will receive a lump sum in
cash within 60 days after the date of termination (provided, however, that to the extent the
executive is a specified employee for purposes of Section 409A of the Code, payment of amounts
subject to Section 409A will be delayed for six months from the date of termination) the following:
|
|
|
an amount equal to the total of the executives earned
but unpaid base salary through the date of termination,
plus the executives target annual incentive bonus that
would be payable to the executive for that year prorated
to the date of termination, plus any earned but unpaid
annual bonus for the prior year, plus any portion of the
executives earned but unused vacation pay for that
year; |
|
|
|
|
an amount equal to two times (three times in the case of
Mr. Danner) the sum of the executives current annual
base salary and the target annual incentive bonus award
that would be payable to the executive for that year; |
|
|
|
|
an amount equal to two times (three times in the case of
Mr. Danner) the total of the matching contributions that
would have been credited to the executive under the
Exterran 401(k) Plan and any other deferred compensation
plan had the executive made the required amount of
elective deferrals or contributions during the 12-month
period immediately preceding the month of the
executives date of termination, such amount being
grossed up for Messrs. Anderson and Childers so that the
amount the executive actually receives after payment of
any federal or state taxes equals the amount described
above; under the terms of their change of control
agreements, no other Named Executive Officer is entitled
to any such gross-up amount; |
|
|
|
|
any amount previously deferred, or earned but not paid,
by the executive under the incentive and nonqualified
deferred compensation plans or programs as of the date
of termination; |
|
|
|
|
for a period of two years (three years in the case of
Mr. Danner) following the executives date of
termination, we will provide company medical and welfare
benefits to the executive and/or the executives family
equal to those benefits that would have been provided to
such executive if the executives employment had not
been terminated; |
|
|
|
|
all stock options, restricted stock, restricted stock
units or other stock-based awards, and all common units,
unit appreciation rights, unit awards or other
unit-based awards and all cash-based incentive awards
held by the executive that are not vested, will
vest; and |
|
|
|
|
in the event that any payment or distribution we make to
or for the benefit of the executive would be subject to
a federal excise tax, Messrs. Anderson and Childers are
entitled to receive an additional gross-up payment;
under the terms of their change of control agreements,
no other Named Executive Officer is entitled to receive
any additional gross-up payment. |
All payments to a Named Executive Officer under the change of control agreements are to
be made in exchange for a commitment from the executive to not (1) disclose Exterran Holdings
confidential information during the two-year period (a three-year period in the case of Mr. Danner)
following the termination of the executives employment, (2) employ or seek to employ any of
Exterran Holdings key employees or solicit or encourage any such key employee to terminate his or
her employment with Exterran Holdings during the two-year period (a three-year period in the case
of Mr. Danner) following the termination of the executives employment or (3) engage in a
competitive business for a period of two years (three years in the case of Mr. Danner) following
the executives termination.
87
Additionally, the Partnership Plan provides that, upon a change of control (as defined in the
Partnership Plan), all awards of phantom units (including the related DERs) and unit options
automatically vest and become payable or exercisable, as the case may be. The Partnership Plan does
not require that the recipient of awards under the Partnership Plan have his or her employment with
Exterran Holdings or Exterran GP LLC terminate following such change of control in order for
automatic vesting to occur. This feature was incorporated into the Partnership Plan and the awards
under the Partnership Plan because it was consistent with the long-term incentive plans of other
publicly-traded partnerships, reflecting their relatively unique situations as controlled
publicly-traded entities with few of their own officers or employees.
Pursuant to the terms of the applicable award agreements, all Exterran Holdings stock
options, restricted stock and restricted stock units awarded prior to 2010 become fully vested upon
a change of control that is not followed by a Qualifying Termination. Pursuant to the terms of the
applicable award agreements for all Exterran Holdings stock options, restricted stock and
restricted stock units awarded beginning in 2010, upon a change of control that is not followed by
a Qualifying Termination, only the portion of the award that would have vested on the next vesting
date will fully vest, and the remaining portion of the award will continue to be subject to the
original vesting schedule.
Assuming the occurrence of a change of control and a Qualifying Termination under the
change of control agreements and the Partnership Plan on December 31, 2010, and assuming an
Exterran Holdings common stock value of $23.95 per share and a Partnership common unit value of
$26.86 per unit (the December 31, 2010 closing prices, respectively), we estimate that the
following Named Executive Officers would receive the following benefits (excluding any tax
gross-ups as provided in the change of control agreements with Messrs. Anderson and Childers; the
change of control agreements with Messrs. Danner, Aaronson, Miller and Kishkill do not provide for
any such gross-ups):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
Base Salary |
|
|
|
|
|
|
Stock and |
|
|
|
|
|
|
Benefits |
|
|
|
|
|
|
Target |
|
|
and Target |
|
|
Stock |
|
|
Phantom |
|
|
Performance |
|
|
and |
|
|
|
|
|
|
Bonus |
|
|
Bonus |
|
|
Options |
|
|
Units |
|
|
Shares |
|
|
Perquisites |
|
|
Total |
|
Name |
|
($) |
|
|
($)(1) |
|
|
($)(2) |
|
|
($)(3) |
|
|
($)(4) |
|
|
($)(5) |
|
|
($) |
|
Ernie L. Danner |
|
|
700,000 |
|
|
|
3,600,000 |
|
|
|
603,667 |
|
|
|
2,588,228 |
|
|
|
894,844 |
|
|
|
56,337 |
|
|
|
8,443,076 |
|
Michael J. Aaronson |
|
|
51,450 |
|
|
|
695,800 |
|
|
|
|
|
|
|
271,381 |
|
|
|
|
|
|
|
25,378 |
|
|
|
1,044,009 |
|
David S. Miller |
|
|
105,987 |
|
|
|
716,674 |
|
|
|
47,085 |
|
|
|
459,764 |
|
|
|
|
|
|
|
25,378 |
|
|
|
1,354,888 |
|
J. Michael Anderson |
|
|
255,500 |
|
|
|
1,241,000 |
|
|
|
352,351 |
|
|
|
1,052,570 |
|
|
|
223,741 |
|
|
|
37,750 |
|
|
|
3,162,912 |
|
D. Bradley Childers |
|
|
245,000 |
|
|
|
1,190,000 |
|
|
|
307,337 |
|
|
|
922,485 |
|
|
|
223,741 |
|
|
|
37,558 |
|
|
|
2,926,121 |
|
Joseph G. Kishkill |
|
|
238,000 |
|
|
|
1,156,000 |
|
|
|
317,667 |
|
|
|
880,271 |
|
|
|
223,741 |
|
|
|
23,190 |
|
|
|
2,838,869 |
|
|
|
|
(1) |
|
The amounts included in this column are
calculated by adding each Named Executive Officers
base salary on December 31, 2010 and 2010 target bonus
and multiplying that sum by two (three in the case of
Mr. Danner), as specified in each Named Executive
Officers change of control agreement. |
|
(2) |
|
The amounts included in this column represent the
value of options to purchase Exterran Holdings common
stock. All stock options become fully vested upon a
change of control and Qualifying Termination. Assuming
a change of control not followed by a Qualifying
Termination, the amounts shown in this column would be
$467,323, $, $27,767, $324,463, $283,581 and $287,025,
respectively. The number of options currently unvested
and outstanding at year end for each Named Executive
Officer is provided in the Outstanding Equity Awards
at Fiscal Year-End for 2010 table above, and the value
of such awards has been calculated using the market
closing price of Exterran Holdings common stock on
December 31, 2010 ($23.95). |
88
|
|
|
(3) |
|
The amounts included in this column represent the
value of Exterran Holdings restricted stock and
Partnership phantom units (including the related
DERs). Upon a change of control and Qualifying
Termination, all restricted shares and phantom units
will fully vest and the restrictions will lapse.
Assuming a change of control not followed by a
Qualifying Termination, the amounts shown in this
column would be $1,274,372, $90,478, $313,250, $783,845, $693,573 and
598,717, respectively. The number of restricted shares
and phantom units that are unvested and outstanding at
year end for each Named Executive Officer is provided
in the Outstanding Equity Awards at Fiscal Year-End
for 2010 table above, and the value of such awards has
been calculated using the market closing prices of
Exterran Holdings common stock ($23.95) and our
common units ($26.86), respectively, on December 31,
2010, with the DERs accumulated through December 31,
2010 added to the phantom unit values. |
|
(4) |
|
The amounts included in this column represent the
value of Exterran Holdings performance shares that
have not vested as of December 31, 2010. All
performance shares become fully vested upon a change
of control and Qualifying Termination. The number of
performance shares currently unvested and outstanding
at year end for each Named Executive Officer is
provided in the Outstanding Equity Awards at Fiscal
Year-End for 2010 table above, and the value of such
awards has been calculated using the market closing
price of our common stock on December 31, 2010
($23.95). |
|
(5) |
|
The amounts included in this column represent
each Named Executive Officers right to the payment of
medical benefit premiums and the 401(k) Plan matching
contributions for a two-year period (a three-year
period in the case of Mr. Danner). |
89
Compensation of Directors
Retainers and Fees
Only the independent members of Exterran GP LLCs board of directors receive compensation
for their service as directors. Messrs. Danner, Aaronson, Miller, Anderson, Childers and Schlanger,
who are executive officers of Exterran GP LLC, serve on the board of directors but receive no
compensation for such service. Exterran GP LLCs board of directors has implemented a program of
cash and equity compensation for its independent directors, consisting of:
|
|
|
an annual retainer of $35,000; |
|
|
|
|
annual phantom unit compensation of $40,000 pursuant to the Partnership Plan; |
|
|
|
|
an annual retainer fee for the chairs of the audit committee, conflicts
committee and compensation committee of $10,000, $5,000 and $5,000,
respectively; |
|
|
|
|
a fee per board of directors meeting of $1,500 if attended in person or $500
if attended telephonically; and |
|
|
|
|
a fee per committee meeting of (a) $1,500, whether attended in person or
telephonically, for each committee member who is a chairperson, and
(b) $1,500 if attended in person or $500 if attended telephonically, for
each committee member who is a non-chairperson. |
In addition, each director is reimbursed for his reasonable out-of-pocket expenses in
connection with attending meetings of the board of directors or committees. Each director will be
fully indemnified by us for actions associated with serving as a director to the fullest extent
permitted under Delaware law.
Equity-Based Compensation
Independent directors are annually awarded phantom units under the Partnership Plan. A
phantom unit is a notional unit that entitles the grantee to receive a common unit upon the vesting
of the phantom unit or, in the discretion of our compensation committee, the cash equivalent to the
value of a common unit. Phantom units awarded to independent directors are granted with DERs, which
are credited with an amount equal to any cash distributions we make on common units during the
period such phantom units are outstanding and are payable upon vesting of the tandem phantom units
without interest. The DERs are subject to the same vesting restrictions and risk of forfeiture
applicable to the underlying grant.
During the year ended December 31, 2010, the non-employee directors of Exterran GP LLC earned
compensation as set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned in Cash |
|
|
Unit Awards |
|
|
DERs |
|
|
Total |
|
Name |
|
($) |
|
|
($)(1) |
|
|
($) |
|
|
($) |
|
James G. Crump |
|
|
83,000 |
|
|
|
40,009 |
|
|
|
8,588 |
|
|
|
131,597 |
|
G. Stephen Finley |
|
|
70,000 |
|
|
|
40,009 |
|
|
|
8,588 |
|
|
|
118,597 |
|
Edmund P. Segner, III |
|
|
62,000 |
|
|
|
40,009 |
|
|
|
417 |
|
|
|
102,426 |
|
|
|
|
(1) |
|
The amounts included in this column represent the grant date
fair value related to awards of phantom units, calculated in
accordance with ASC 718. |
Risk Assessment Related to Exterran Holdings Compensation Structure
As disclosed above under Overview, as is commonly the case for many publicly traded
limited partnerships, we have no employees. Under the terms of our Partnership Agreement, we are
ultimately managed by Exterran GP LLC, the general partner of Exterran General Partner, L.P., our
general partner. In addition, as disclosed above
90
under Partnership Compensation Committee Structure and Responsibilities, the compensation structure for our executive officers is generally
established by the Exterran Holdings compensation committee, which performed a risk assessment and
believes that its compensation programs do not create risks that are reasonably likely to have a
material adverse effect on Exterran Holdings. For example, the Exterran Holdings compensation
committee and management set performance goals in light of past performance, future expectations
and market conditions, which they believe do not encourage the taking of unreasonable risks. The
Exterran Holdings compensation committee believes its practice of considering non-financial and
other qualitative factors in determining compensation awards discourages excessive risk-taking and
encourages good judgment. In addition, Exterran Holdings believes employee compensation is
allocated between cash and equity-based awards, between fixed and variable awards, and between
short-term and long-term focused compensation in a manner that encourages decision-making that
balances short-term goals with long-term goals and thereby reduces the likelihood of excessive risk
taking. Finally, the Exterran Holdings compensation committee has established multiple performance
indicators in its short-term incentive program that balance various Exterran Holdings objectives,
short-term incentive awards with maximum payout levels, and long-term incentive awards with
three-year vesting periods, which Exterran Holdings believes further balances short- and long-term
objectives and encourages employee behavior designed to achieve sustained profitability and growth.
Exterran GP LLC conducted a similar assessment, with input from Exterran GP LLCs executive
management, and determined, based on the same considerations discussed above in relation to
Exterran Holdings risk assessment, that Exterran Holdings and our compensation policies do not
create risks that are reasonably likely to have a material adverse effect on us.
Compensation Committee Interlocks and Insider Participation
Messrs. Finley, Crump and Segner served on our compensation committee during 2010. There are
no matters relating to interlocks or insider participation that we are required to report.
91
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2010, with respect to the
compensation plans under which our common units are authorized for issuance, aggregated as follows:
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|
|
|
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(c) |
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|
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|
|
|
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Number of Securities |
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|
|
|
|
|
|
|
|
|
Remaining Available for |
|
|
|
(a) |
|
|
(b) |
|
|
Future Issuance Under |
|
|
|
Number of Securities to be |
|
|
Weighted-Average |
|
|
Equity Compensation |
|
|
|
Issued Upon Exercise of |
|
|
Exercise Price of |
|
|
Plans (Excluding |
|
|
|
Outstanding Options, |
|
|
Outstanding Options, |
|
|
Securities Reflected in |
|
|
|
Warrants and Rights |
|
|
Warrants and Rights |
|
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Column (a)) |
|
Plan Category |
|
(#) |
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|
($) |
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|
(#) |
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Equity
compensation plans
approved by
security holders |
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|
Equity compensation
plans not approved
by security
holders(1) |
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(2) |
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884,648 |
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Total |
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884,648 |
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(1) |
|
For more information about our Long-Term Incentive Plan,
which did not require approval by our unitholders, please
read Item 11 (Executive Compensation Compensation
Discussion and Analysis Other Compensation Programs
Exterran Partners Long-Term Incentive Plan) of this report. |
|
(2) |
|
Does not include 98,537 phantom units outstanding as of
December 31, 2010. Upon vesting, phantom units are payable
in common units or in cash, in the discretion of our
compensation committee. |
Security Ownership of Certain Beneficial Owners
The following table sets forth information as of February 17, 2011, with respect to persons known
to us to be the beneficial owners of more than five percent of our outstanding limited partner
units. Beneficial ownership is determined in accordance with the rules of the SEC.
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Common |
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Subordinated |
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Percent of |
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|
|
Units |
|
|
Percent of |
|
|
Units |
|
|
Percent of |
|
|
Total Units |
|
Name and Address of |
|
Beneficially |
|
|
Common |
|
|
Beneficially |
|
|
Subordinated |
|
|
Beneficially |
|
Beneficial Owner |
|
Owned |
|
|
Units(1) |
|
|
Owned |
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|
Units(2) |
|
|
Owned(3) |
|
Kayne Anderson Capital Advisors, L.P.
and Richard A. Kayne(4)
1800 Avenue of the Stars,
Second Floor
Los Angeles, CA 90067 |
|
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2,925,768 |
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10.7 |
% |
|
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|
|
|
|
|
|
|
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9.1 |
% |
Exterran Holdings, Inc.
16666 Northchase Drive
Houston, TX 77060 |
|
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13,666,107 |
|
|
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50.0 |
% |
|
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4,743,750 |
|
|
|
100 |
% |
|
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57.4 |
% |
|
|
|
(1) |
|
Reflects the common units beneficially owned as a percentage of 27,354,344 common units outstanding. |
|
(2) |
|
Reflects the subordinated units beneficially owned as a percentage of 4,743,750 subordinated units outstanding. |
92
|
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(3) |
|
As a percentage of the total limited partner interest. When
taking into consideration the 2% general partner interest, the
percentages reflected in this column are 8.9% and 58.2%
(including the general partner interest), respectively. |
|
(4) |
|
Based solely on a review of the Schedule 13G/A jointly filed by
Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne on
February 9, 2011. |
Security Ownership of Management
The following table sets forth information as of February 17, 2011, with respect to our common
units beneficially owned by Exterran GP LLCs directors, Named Executive Officers and all of our
current directors and executive officers as a group. Each beneficial owner has sole voting and
investment power with respect to all the units attributed to him. The address for each executive
officer and director listed below is c/o Exterran GP LLC, 16666 Northchase Drive, Houston, Texas
77060.
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Units |
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|
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Owned |
|
|
Phantom |
|
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Total |
|
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Percent of |
|
Name of Beneficial Owner |
|
Directly |
|
|
Units(1) |
|
|
Ownership |
|
|
Class |
|
Named Executive Officers |
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|
|
|
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|
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|
|
|
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Ernie L. Danner |
|
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115,073 |
|
|
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7,669 |
|
|
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122,742 |
|
|
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* |
|
Michael J. Aaronson |
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|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
J. Michael Anderson |
|
|
10,623 |
|
|
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5,136 |
|
|
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15,759 |
|
|
|
* |
|
D. Bradley Childers |
|
|
4,061 |
|
|
|
4,601 |
|
|
|
8,662 |
|
|
|
* |
|
Joseph G. Kishkill |
|
|
1,502 |
|
|
|
2,841 |
|
|
|
4,343 |
|
|
|
* |
|
Directors |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
James G. Crump |
|
|
7,361 |
|
|
|
|
|
|
|
7,361 |
|
|
|
* |
|
G. Stephen Finley |
|
|
6,968 |
|
|
|
|
|
|
|
6,968 |
|
|
|
* |
|
David S. Miller |
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|
7,630 |
|
|
|
3,883 |
|
|
|
11,513 |
|
|
|
* |
|
Edmund P. Segner, III |
|
|
1,958 |
|
|
|
|
|
|
|
1,958 |
|
|
|
* |
|
Daniel K. Schlanger |
|
|
12,799 |
|
|
|
3,436 |
|
|
|
16,235 |
|
|
|
* |
|
All current directors and executive officers as a group (12 persons) |
|
|
173,317 |
|
|
|
29,997 |
|
|
|
203,314 |
|
|
|
1 |
% |
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Only includes phantom units that vest within 60 days of February 17, 2011. |
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons
Distributions and Payments to Our General Partner and its Affiliates
As of December 31, 2010, Exterran and its subsidiaries owned 4,743,750 subordinated units and
13,666,107 common units, which together constitute 57% of the limited partner interest in us, and
653,318 general partner units, which constitute the entire 2% general partner interest in us.
Exterran Holdings is, therefore, a related person relative to us under SEC regulations, and we
believe that Exterran Holdings has and will have a direct and indirect material interest in its
various transactions with us.
93
The following summarizes the distributions and payments made or to be made by us to our general
partner and its affiliates in connection with the ongoing operation of Exterran Partners, L.P.
|
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Distributions of available cash to
our general partner and its
affiliates
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We will generally make cash
distributions 98% to our unitholders
on a pro rata basis, including our
general partner and its affiliates,
as the holders of 4,743,750
subordinated units and 13,666,107
common units, and 2% to our general
partner. In addition, if
distributions exceed the minimum
quarterly distribution and other
higher target distribution levels,
then our general partner is entitled
to increasing percentages of the
distributions, up to 50% of the
distributions above the highest
target distribution level. |
|
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|
During the year ended December 31,
2010, our general partner and its
affiliates received aggregate
distributions of approximately $2.4
million on their general partner
units, including distributions on
our general partners incentive
distribution rights, $19.1 million
on their common units and $11.0
million on their subordinated units.
On February 14, 2011, our general
partner and its affiliates received
a quarterly distribution with
respect to the period from October
1, 2010 to December 31, 2010, of
approximately $0.8 million on their
general partner units, including
distributions on our general
partners incentive distribution
rights, $6.5 million on their common
units and $2.2 million on their
subordinated units. |
|
|
|
Payments to our general partner and
its affiliates
|
|
Subject to certain caps, we
reimburse Exterran Holdings and its
affiliates for the payment of all
direct and indirect expenses
incurred on our behalf. For further
information regarding the
reimbursement of these expenses,
please read Omnibus Agreement
below. |
Pursuant to the terms of our Omnibus Agreement (as described below), we reimburse Exterran Holdings
for (1) allocated expenses of operational personnel who perform services for our benefit, (2)
direct costs incurred in operating and maintaining our business and (3) allocated SG&A expenses.
Our general partner does not receive any management fee or other compensation for its management of
us. Our general partner and its affiliates are reimbursed for all expenses incurred on our behalf,
including the compensation of employees of Exterran Holdings that perform services on our behalf.
These expenses include all expenses necessary or appropriate to the conduct of our business and
that are allocable to us. Our partnership agreement provides that our general partner will
determine in good faith the expenses that are allocable to us. Except as provided in the Omnibus
Agreement, there is no cap on the amount that may be paid or reimbursed to our general partner or
its affiliates for compensation or expenses incurred on our behalf.
August 2010 Contract Operations Acquisition
In connection with the August 2010 Contract Operations Acquisition, we acquired from Exterran
Holdings contract operations customer service agreements with 43 customers and a fleet of
approximately 580 compressor units used to provide compression services under those agreements,
comprising approximately 255,000 horsepower, or 6% (by then available horsepower) of the combined
U.S. contract operations business of Exterran Holdings and us. In exchange, we issued to Exterran
Holdings wholly-owned subsidiaries approximately 8.2 million common units and approximately
167,000 general partner units. Total consideration for the transaction was approximately $214.0
million, excluding transaction costs.
Omnibus Agreement
We are party to an Omnibus Agreement with Exterran Holdings, our general partner, and others, the
terms of which are described below. The Omnibus Agreement (other than the indemnification
obligations described below under Indemnification for Environmental and Related Liabilities)
will terminate upon a change of control of our general partner or the removal or withdrawal of our
general partner, and certain provisions will terminate upon a change of control of Exterran
Holdings.
Non-competition
Under the Omnibus Agreement, subject to the provisions described below, Exterran Holdings agreed
not to offer or provide compression services in the U.S. to our contract operations services
customers that are not also contract operations service customers of Exterran Holdings. Compression
services are defined to include the provision of natural gas contract compression services, but
94
exclude fabrication of compression equipment, sales of compression equipment or material, parts or
equipment that are components of compression equipment, leasing of compression equipment without
also providing related compression equipment service and operating, maintenance, service, repairs
or overhauls of compression equipment owned by third parties. In addition, under the Omnibus
Agreement, we agreed not to offer or provide compression services to Exterran Holdings U.S.
contract operations services customers that are not also contract operations service customers of
ours.
As a result of the merger between Hanover and Universal, at the time of execution of the Omnibus
Agreement with Exterran Holdings, some of our customers were also contract operations services
customers of Exterran Holdings, which we refer to as overlapping customers. We and Exterran
Holdings have agreed, subject to the exceptions described below, not to provide contract operations
services to an overlapping customer at any site at which the other was providing such services to
an overlapping customer on the date of execution of the Omnibus Agreement, each being referred to
as a Partnership site or Exterran site. After the date of the agreement, if an overlapping
customer requests contract operations services at a Partnership site or an Exterran site, whether
in addition to or in the replacement of the equipment existing at such site on the date of the
agreement, we will be entitled to provide contract operations services if such overlapping customer
is a previously specified customer of ours (a Partnership overlapping customer), and Exterran
Holdings will be entitled to provide such contract operations services if such overlapping customer
is a previously specified customer of Exterran Holdings (an Exterran overlapping customer).
Additionally, any additional contract operations services provided to a Partnership overlapping
customer will be provided by us and any additional services provided to an Exterran overlapping
customer will be provided by Exterran Holdings.
Exterran Holdings also agreed that new customers for contract compression services (neither our
customers nor customers of Exterran Holdings for U.S. contract compression services) are for our
account unless the new customer is unwilling to contract with us or unwilling to do so under our
form of compression services agreement. If a new customer is unwilling to enter into such an
arrangement with us, then Exterran Holdings may provide compression services to the new customer.
In the event that either we or Exterran Holdings enter into a contract to provide compression
services to a new customer, either we or Exterran Holdings, as applicable, will receive the
protection of the applicable non-competition arrangements described above in the same manner as if
such new customer had been a compression services customer of either us or Exterran Holdings at the
time of entry into the Omnibus Agreement.
The non-competition arrangements described above do not apply to:
|
|
|
our provision of contract compression services to a particular
Exterran Holdings customer or customers, with the approval of Exterran
Holdings; |
|
|
|
|
Exterran Holdings provision of contract compression services to a
particular customer or customers of ours, with the approval of the
conflicts committee of the board of directors of the general partner; |
|
|
|
|
our purchase and ownership of not more than five percent of any class
of securities of any entity which provides contract compression
services to the contract compression services customers of Exterran
Holdings; |
|
|
|
|
Exterran Holdings purchase and ownership of not more than five
percent of any class of securities of any entity which provides
contract compression services to our contract compression services
customers; |
|
|
|
|
Exterran Holdings ownership of us; |
|
|
|
|
our acquisition, ownership and operation of any business that provides
contract compression services to Exterran Holdings contract
compression services customers if Exterran Holdings has been offered
the opportunity to purchase the business for its fair market value
from us and Exterran Holdings declines to do so. However, if neither
the Omnibus Agreement nor the non-competition arrangements described
above have already terminated, we will agree not to provide contract
compression services to Exterran Holdings customers that are also
customers of the acquired business at the sites at which Exterran
Holdings is providing contract operations services to them at the time
of the acquisition; |
95
|
|
Exterran Holdings acquisition, ownership and operation of any
business that provides contract compression services to our contract
operations services customers if we have been offered the opportunity
to purchase the business for its fair market value from Exterran
Holdings and we decline to do so with the concurrence of the conflicts
committee of the board of directors of the general partner. However,
if neither the Omnibus Agreement nor the non-competition arrangements
described above have already terminated, Exterran Holdings will agree
not to provide contract operations services to our customers that are
also customers of the acquired business at the sites at which we are
providing contract operations services to them at the time of the
acquisition; or |
|
|
|
a situation in which one of our customers (or its applicable business)
and a customer of Exterran Holdings (or its applicable business) merge
or are otherwise combined, in which case, each of we and Exterran
Holdings may continue to provide contract operations services to the
applicable combined entity or business without being in violation of
the non-competition provisions, but Exterran Holdings and the
conflicts committee of the board of directors of the general partner
must negotiate in good faith to implement procedures or such other
arrangements, as necessary, to protect the value to each of Exterran
Holdings and us of the business of providing contract operations
services to each such customer or its applicable business, as
applicable. |
Unless the Omnibus Agreement is terminated earlier due to a change of control of our general
partner or the removal or withdrawal of our general partner, or from a change of control of
Exterran Holdings, the non-competition provisions of the Omnibus Agreement will terminate on
November 10, 2012 or on the date on which a change of control of Exterran Holdings occurs,
whichever event occurs first. If a change of control of Exterran Holdings occurs, and neither the
Omnibus Agreement nor the non-competition arrangements have already terminated, Exterran Holdings
will agree for the remaining term of the non-competition arrangements not to provide contract
operations services to our customers at the sites at which we are providing contract operations
services to them at the time of the change of control.
Indemnification for Environmental and Related Liabilities
Under the Omnibus Agreement, Exterran Holdings has agreed to indemnify us, for a three-year period
following each applicable asset acquisition from Exterran Holdings, against certain potential
environmental claims, losses and expenses associated with the ownership and operation of the
acquired assets that occur before the acquisition date. Exterran Holdings maximum liability for
this and its other indemnification obligations under the Omnibus Agreement cannot exceed $5
million, and Exterran Holdings will not have any obligation under this indemnification until our
aggregate losses exceed $250,000. Exterran Holdings will have no indemnification obligations with
respect to environmental claims made as a result of additions to or modifications of environmental
laws promulgated after such acquisition date. We have agreed to indemnify Exterran Holdings against
environmental liabilities occurring on or after the applicable acquisition date related to our
assets to the extent Exterran Holdings is not required to indemnify us.
Additionally, Exterran Holdings will indemnify us for losses attributable to title defects,
retained assets and income taxes attributable to pre-acquisition operations. We will indemnify
Exterran Holdings for all losses attributable to the post-closing operations of the assets
contributed to us, to the extent not subject to Exterran Holdings indemnification obligations. For
the year ended December 31, 2010, there were no requests for indemnification by either party.
Purchase of New Compression Equipment from Exterran Holdings
Pursuant to the Omnibus Agreement, we are permitted to purchase newly fabricated compression
equipment from Exterran Holdings or its affiliates at Exterran Holdings cost to fabricate such
equipment plus a fixed margin of 10%, which may be modified with the approval of Exterran Holdings
and the conflicts committee of the board of directors of the general partner. During the year ended
December 31, 2010, we purchased $9.8 million of new compression equipment from Exterran Holdings.
Transfer of Compression Equipment with Exterran Holdings
Pursuant to the Omnibus Agreement, in the event that Exterran Holdings determines in good faith
that there exists a need on the part of Exterran Holdings contract operations services business or
on our part to transfer compression equipment between Exterran Holdings and us so as to fulfill the
compression services obligations of either of Exterran Holdings or us, such equipment may be so
transferred if it will not cause us to breach any existing contracts or to suffer a loss of revenue
under an existing compression services contract or incur any unreimbursed costs.
In consideration for such transfer of compression equipment, the transferee will either (1)
transfer to the transferor compression equipment equal in value to the appraised value of the
compression equipment transferred to it; (2) agree to lease such compression
96
equipment from the transferor; or (3) pay the transferor an amount in cash equal to the appraised
value of the compression equipment transferred to it. Unless the Omnibus Agreement is terminated
earlier as discussed above, the transfer of compression equipment provisions described above will
terminate on November 10, 2012.
During the year ended December 31, 2010, pursuant to the terms of the Omnibus Agreement, we
transferred ownership of 125 compressor units, totaling approximately 55,200 horsepower with a net
book value of approximately $25.3 million, to Exterran Holdings. In exchange, Exterran Holdings
transferred ownership to us of 200 compressor units, totaling approximately 53,000 horsepower with
a net book value of approximately $30.2 million. During the year ended December 31, 2010, we
recorded a capital contribution of approximately $4.9 million related to the differences in net
book value on the compression equipment that was exchanged with us. No customer contracts were
included in the transfers. Under the terms of the Omnibus Agreement, such transfers must be of
equal appraised value, as defined in the Omnibus Agreement, with any difference being settled in
cash. As a result, we paid a nominal amount to Exterran Holdings for the difference in fair value
of the equipment in connection with the transfer. The units we transferred to Exterran Holdings
were being utilized to provide services to customers of Exterran Holdings on the date of the
transfer, and prior to the transfer had been leased by Exterran Holdings from us.
For the year ended December 31, 2010, we had revenues of $0.9 million from Exterran Holdings
related to the lease of our compression equipment and cost of sales of $14.5 million with Exterran
Holdings related to the lease of its compression equipment.
Reimbursement of Operating and SG&A Expense
Exterran Holdings provides all operational staff, corporate staff and support services reasonably
necessary to run our business. The services provided by Exterran Holdings may include, without
limitation, operations, marketing, maintenance and repair, periodic overhauls of compression
equipment, inventory management, legal, accounting, treasury, insurance administration and claims
processing, risk management, health, safety and environmental, information technology, human
resources, credit, payroll, internal audit, taxes, facilities management, investor relations,
enterprise resource planning (ERP) system, training, executive, sales, business development and
engineering.
Costs incurred by Exterran Holdings directly attributable to us are charged to us in full. Costs
incurred by Exterran Holdings that are indirectly attributable to us and Exterran Holdings other
operations are allocated among us and Exterran Holdings other operations. The allocation
methodologies vary based on the nature of the charge and include, among other things, revenue and
horsepower. We believe that the allocation methodologies used to allocate indirect costs to us are
reasonable. Included in our SG&A expense for the year ended December 31, 2010 is $27.2 million of
indirect costs incurred by Exterran Holdings.
Exterran Holdings has agreed that, for a period that will terminate on December 31, 2011, our
obligation to reimburse Exterran Holdings for (1) any cost of sales that it incurs in the operation
of our business will be capped at an amount equal to $21.75 per operating horsepower per quarter
(after taking into account any such costs that we incur and pay directly); and (2) any SG&A costs
allocated to us will be capped at $7.6 million per quarter (after taking into account any such
costs that we incur and pay directly). These caps may be subject to increases in connection with
expansions of our operations through the acquisition or construction of new assets or businesses.
For the year ended December 31, 2010, our cost of sales exceeded the cap by $21.4 million, and our
SG&A expenses exceeded the cap by $3.3 million. The excess amount over the cap is being accounted
for as a capital contribution.
Indemnification of Directors and Officers
Under our partnership agreement, in most circumstances, we will indemnify the following persons, to
the fullest extent permitted by law, from and against all losses, claims, damages or similar
events:
|
|
|
our general partner; |
|
|
|
|
any departing general partner; |
|
|
|
|
any person who is or was an affiliate of a general partner or any departing general partner; |
|
|
|
|
any person who is or was a director, officer, member, partner, fiduciary or trustee of any
entity set forth in the preceding three bullet points; |
97
|
|
|
any person who is or was serving as director, officer, member, partner, fiduciary or
trustee of another person at the request of our general partner or any departing general
partner; and |
|
|
|
|
any person designated by our general partner. |
Any indemnification under these provisions will only be made out of our assets. Unless it otherwise
agrees, our general partner will not be personally liable for, or have any obligation to contribute
or lend funds or assets to us to enable us to effectuate, indemnification. We may purchase
insurance against liabilities asserted against and expenses incurred by persons for our activities,
regardless of whether we would have the power to indemnify the person against liabilities under our
partnership agreement.
Review, Approval or Ratification of Transactions with Related Persons
The related person transactions in which we engaged in 2010 were typically of a recurring, ordinary
course nature and were previously made known to the board of directors of the general partner and
generally were of the sort contemplated by the Omnibus Agreement. While we do not have formal,
specified policies or procedures for the review, approval or ratification of transactions required
to be reported under paragraph (a) of Regulation S-K Item 404, as related person transactions may
result in potential conflicts of interest among management and board-level decision makers, our
partnership agreement does set forth procedures that the board of directors of the general partner
may utilize in connection with resolutions of potential conflicts of interest, including the
referral of such matters to an independent conflicts committee for its review and approval or
disapproval of such matters.
The board of directors of the general partner has established a conflicts committee to carry out
certain duties set forth in our partnership agreement and the Omnibus Agreement, and to carry out
any other duties delegated by the general partners board of directors that involve or relate to
conflicts of interests between us and Exterran Holdings, including its operating subsidiaries.
The conflicts committee is charged with acting on an informed basis, in good faith and with an
honest belief that any action taken by the conflicts committee is in our best interests. In taking
any such action, including the resolution of any conflict of interest, the conflicts committee is
authorized to consider any factors the conflicts committee determines in its sole discretion to be
relevant, reasonable or appropriate under the circumstances.
Director Independence
Please see Part III, Item 10 (Directors, Executive Officers and Corporate Governance Board of
Directors) of this report for a discussion of director independence matters.
ITEM 14. Principal Accountant Fees and Services
During the years ended December 31, 2010 and 2009, fees for professional services rendered by our
independent registered public accounting firm, Deloitte & Touche LLP, were billed to Exterran
Holdings and then charged to us. The services rendered during both the years ended December 31,
2010 and 2009 were for the audit of our annual financial statements and work related to
registration statements and were approximately $0.4 million and $0.3 million, respectively. All of
the fees during each of the years ended December 31, 2010 and 2009 were Audit Fees, and none of
those fees constituted Audit-Related Fees, Tax Fees or All Other Fees, in each case, as such
terms are defined by the SEC.
In considering the nature of the services provided by Deloitte & Touche LLP, the audit committee of
the board of directors of Exterran GP LLC determined that such services are compatible with the
provision of independent audit services. The audit committee discussed these services with the
independent auditor and Exterran GP LLC management to determine that they are permitted under the
rules and regulations concerning auditor independence promulgated by the SEC to implement the
Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.
All services performed by the independent registered public accounting firm during 2010 and 2009
were approved in advance by the audit committee of Exterran GP LLCs board of directors. Any
requests for audit, audit-related, tax and other services to be performed by Deloitte & Touche LLP
must be submitted to Exterran GP LLCs audit committee for pre-approval. Normally, pre-approval is
provided at regularly scheduled meetings. However, the authority to grant pre-approval between
meetings, as necessary, has been
delegated to the audit committee chair, or, in the absence or unavailability of the chair, one of
the other members. Any such pre-approval must be reviewed at the next regularly scheduled audit
committee meeting.
98
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Report:
1. Financial Statements The financial statements of Exterran Partners, L.P. listed in
the accompanying Index to Consolidated Financial Statements on page F-1 are filed as part of
this annual report and such Index to Consolidated Financial Statements is incorporated herein by
reference.
(b) Exhibits
|
|
|
Exhibit |
|
|
No. |
|
Description |
2.1
|
|
Contribution, Conveyance and Assumption Agreement, dated October 2, 2009, by and among
Exterran Holdings, Inc., Exterran Energy Corp., Exterran General Holdings LLC, Exterran
Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC,
Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran
Partners, L.P., incorporated by reference to Exhibit 2.1 to the Registrants Current
Report on Form 8-K filed on October 5, 2009 |
|
|
|
2.2
|
|
Contribution, Conveyance and Assumption Agreement, dated July 26, 2010, by and among
Exterran Holdings, Inc., Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC,
Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP
Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 to the
Registrants Current Report on Form 8-K filed on July 28, 2010 |
|
|
|
3.1
|
|
Certificate of Limited Partnership of Universal Compression Partners, L.P., incorporated
by reference to Exhibit 3.1 to the Registrants Registration Statement on Form S-1 filed
on June 27, 2006 |
|
|
|
3.2
|
|
Certificate of Amendment to Certificate of Limited Partnership of Universal Compression
Partners, L.P. (now Exterran Partners, L.P.), dated as of August 20, 2007, incorporated by
reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on August
24, 2007 |
|
|
|
3.3
|
|
First Amended and Restated Agreement of Limited Partnership of Exterran Partners, L.P., as
amended, incorporated by reference to Exhibit 3.3 to the Registrants Quarterly Report on
form 10-Q for the quarter ended March 31, 2008 |
|
|
|
3.4
|
|
Certificate of Partnership of UCO General Partner, LP, incorporated by reference to
Exhibit 3.3 to the Registrants Registration Statement on Form S-1 filed on June 27, 2006 |
|
|
|
3.5
|
|
Amended and Restated Limited Partnership Agreement of UCO General Partner, LP,
incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K
filed on October 26, 2006 |
|
|
|
3.6
|
|
Certificate of Formation of UCO GP, LLC, incorporated by reference to Exhibit 3.5 to the
Registrants Registration Statement on Form S-1 filed June 27, 2006 |
|
|
|
3.7
|
|
Amended and Restated Limited Liability Company Agreement of UCO GP, LLC, incorporated by
reference to Exhibit 3.3 to the Registrants Current Report on Form 8-K filed on October
26, 2006 |
|
|
|
4.1
|
|
Indenture, dated as of October 13, 2009, by and between EXLP ABS 2009 LLC, as Issuer, EXLP
ABS Leasing 2009 LLC and Wells Fargo Bank, National Association, as Indenture Trustee,
with respect to the $150,000,000 ABS facility consisting of $150,000,000 of Series 2009-1
Notes, incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form
8-K filed on October 19, 2009 |
|
|
|
4.2
|
|
Series 2009-1 Supplement, dated as of October 13, 2009, to Indenture dated as of October
13, 2009, by and between EXLP ABS 2009 LLC, as Issuer, EXLP ABS Leasing 2009 LLC and Wells
Fargo Bank, National Association, as Indenture Trustee, with respect to the $150,000,000
of Series 2009-1 Notes, incorporated by reference to Exhibit 4.2 to the Registrants
Current Report on Form 8-K filed on October 19, 2009 |
99
|
|
|
Exhibit |
|
|
No. |
|
Description |
10.1
|
|
Second Amended and Restated Omnibus Agreement, dated November 5, 2009, by and among
Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran
General Partner, L.P. and EXLP Operating LLC, incorporated by reference to Exhibit 10.5 to
the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2010
(portions of this exhibit have been omitted by redacting a portion of the text (indicated
by asterisks in the text) and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment) |
|
|
|
10.2
|
|
First Amendment to Second Amended and Restated Omnibus Agreement, dated August 11, 2010,
by and among Exterran Partners, L.P., Exterran Holdings, Inc., Exterran Energy Solutions,
L.P., Exterran GP LLC, Exterran General Partner, L.P. and EXLP Operating LLC, incorporated
by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the
quarter ended September 30, 2010 (portions of this exhibit have been omitted by redacting
a portion of the text (indicated by asterisks in the text) and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential treatment) |
|
|
|
10.3
|
|
Amended and Restated Senior Secured Credit Agreement, dated as of November 3, 2010, by and
among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo
Bank, National Association, as Administrative Agent, Bank of America, N.A. and JPMorgan
Chase Bank, N.A., as Co-Syndication Agents, Barclays Bank plc and The Royal Bank of
Scotland plc, as Co-Documentation Agents, and the lenders signatory thereto, incorporated
by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
November 9, 2010 |
|
|
|
10.4
|
|
Amended and Restated Guaranty Agreement, dated as of November 3, 2010, made by Exterran
Partners, L.P. and EXLP Leasing LLC in favor of Wells Fargo Bank, National Association, as
Administrative Agent, incorporated by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K filed on November 9, 2010 |
|
|
|
10.5
|
|
Amended and Restated Collateral Agreement, dated as of November 3, 2010, made by EXLP
Operating LLC, Exterran Partners, L.P. and EXLP Leasing LLC in favor of Wells Fargo Bank,
National Association, as Administrative Agent, incorporated by reference to Exhibit 10.3
to the Registrants Current Report on Form 8-K filed on November 9, 2010 |
|
|
|
10.6
|
|
Intercreditor and Collateral Agency Agreement, dated as of October 13, 2009, by and among
Exterran Partners, L.P., EXLP ABS 2009 LLC, EXLP Operating LLC, Wells Fargo Bank, National
Association, as Indenture Trustee, Wachovia Bank, National Association, as Bank Agent, and
Wells Fargo Bank, National Association, in its individual capacity as the Intercreditor
Collateral Agent, incorporated by reference to Exhibit 10.1 to the Registrants Current
Report on Form 8-K filed on October 19, 2009 |
|
|
|
10.7
|
|
Management Agreement, dated as of October 13, 2009, by and between Exterran Partners,
L.P., as Manager, EXLP ABS 2009 LLC, as Issuer, and EXLP ABS Leasing 2009 LLC,
incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form
10-Q for the quarter ended September 30, 2010 (portions of this exhibit have been omitted
by redacting a portion of the text (indicated by asterisks in the text) and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment) |
|
|
|
10.8
|
|
Universal Compression Partners, L.P. Long-Term Incentive Plan, incorporated by reference
to Exhibit 10.2 to Amendment No. 3 to the Registrants Registration Statement on Form S-1
filed October 4, 2006 |
|
|
|
10.9
|
|
First Amendment to Exterran Partners, L.P. Long-Term Incentive Plan, incorporated by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed February
29, 2008 |
|
|
|
10.10
|
|
Second Amendment to Exterran Partners, L.P. Long-Term Incentive Plan, incorporated by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed October 30,
2008 |
|
|
|
10.11
|
|
Third Amendment to Exterran Partners, L.P. Long-Term Incentive Plan, incorporated by
reference to the Registrants Annual Report on Form 10-K for the year ended December 31,
2008 |
|
|
|
10.12
|
|
Form of Grant of Phantom Units, incorporated by reference to Exhibit 10.5 to Amendment No.
3 to the Registrants Registration Statement on Form S-1 filed October 4, 2006 |
|
|
|
10.13
|
|
Form of Grant of Options, incorporated by reference to Exhibit 10.4 to Amendment No. 3 to
the Registrants Registration Statement on Form S-1 filed October 4, 2006 |
100
|
|
|
Exhibit |
|
|
No. |
|
Description |
10.14
|
|
Form of Amendment to Grant of Options, incorporated by reference to Exhibit 10.18 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2008 |
|
|
|
10.15
|
|
Form of Amendment No. 2 to Grant of Options, incorporated by reference to Exhibit 10.2 to
the Registrants Current Report on Form 8-K filed October 30, 2008 |
|
|
|
10.16
|
|
Form of Amendment No. 3 to Grant of Options, incorporated by reference to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2008 |
|
|
|
10.17
|
|
Form of Exterran Partners, L.P. Award Notice for Phantom Units with DERs, incorporated by
reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the
quarter ended March 31, 2009 |
|
|
|
10.18
|
|
Form of Exterran Partners, L.P. Award Notice for Phantom Units with DERs for Directors,
incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form
10-Q for the quarter ended March 31, 2009 |
|
|
|
10.19
|
|
Form of Change of Control Agreement, incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on August 9, 2010 |
|
|
|
21.1*
|
|
List of Subsidiaries of Exterran Partners, L.P. |
|
|
|
23.1*
|
|
Consent of Deloitte & Touche LLP |
|
|
|
31.1*
|
|
Certification of the Chief Executive Officer of Exterran GP LLC (as general partner of the
general partner of Exterran Partners, L.P.) pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934 |
|
|
|
31.2*
|
|
Certification of the Chief Financial Officer of Exterran GP LLC (as general partner of the
general partner of Exterran Partners, L.P.) pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934 |
|
|
|
32.1**
|
|
Certification of the Chief Executive Officer of Exterran GP LLC (as general partner of the
general partner of Exterran Partners, L.P.) 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 the Chief Financial Officer of Exterran GP LLC (as general partner of the
general partner of Exterran Partners, L.P.) pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
99.1*
|
|
Pro forma financial information |
|
|
|
|
|
Management contract or compensatory plan or arrangement. |
|
* |
|
Filed herewith. |
|
** |
|
Furnished, not filed. |
101
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page |
EXTERRAN PARTNERS, L.P. FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
F-1 |
|
|
|
|
F-2 |
|
|
|
|
F-3 |
|
|
|
|
F-4 |
|
|
|
|
F-5 |
|
|
|
|
F-6 |
|
|
|
|
F-7 |
|
|
|
|
S-1 |
|
102
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Exterran Partners, L.P.
Houston, Texas
We have audited the accompanying consolidated balance sheets of Exterran Partners, L.P. and
subsidiaries (the Partnership) as of December 31, 2010 and 2009, and the related consolidated
statements of operations, comprehensive income, partners capital, and cash flows for each of the
three years in the period ended December 31, 2010. Our audits also included the financial
statement schedule for each of the three years in the period ended December 31, 2010 listed in the
Index at Item 15. These financial statements and financial statement schedule are the
responsibility of the Partnerships management. Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects,
the financial position of the Partnership at December 31, 2010 and 2009, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2010,
in conformity with accounting principles generally accepted in the United States of America. Also,
in our opinion, such financial statement schedule when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Partnerships internal control over financial reporting as of December
31, 2010, based on the criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24,
2011 expressed an unqualified opinion on the Partnerships internal control over financial
reporting.
|
|
|
|
|
|
|
|
|
/s/
DELOITTE & TOUCHE LLP
|
|
|
Houston, Texas |
|
|
February 24, 2011 |
|
|
F-1
EXTERRAN PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit amounts)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
50 |
|
|
$ |
203 |
|
Restricted cash |
|
|
|
|
|
|
431 |
|
Accounts receivable, trade, net of allowance of $1,232 and $714, respectively |
|
|
24,550 |
|
|
|
23,210 |
|
Due from affiliates, net |
|
|
3,759 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
28,359 |
|
|
|
23,844 |
|
Compression equipment |
|
|
953,759 |
|
|
|
770,703 |
|
Accumulated depreciation |
|
|
(316,806 |
) |
|
|
(212,776 |
) |
|
|
|
|
|
|
|
Net compression equipment |
|
|
636,953 |
|
|
|
557,927 |
|
Goodwill |
|
|
124,019 |
|
|
|
124,019 |
|
Interest rate swaps |
|
|
5,769 |
|
|
|
262 |
|
Intangibles and other assets, net |
|
|
18,245 |
|
|
|
11,174 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
813,345 |
|
|
$ |
717,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS CAPITAL
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable, trade |
|
$ |
166 |
|
|
$ |
|
|
Due to affiliates, net |
|
|
|
|
|
|
1,293 |
|
Accrued liabilities |
|
|
9,347 |
|
|
|
7,198 |
|
Accrued interest |
|
|
983 |
|
|
|
2,030 |
|
Current portion of interest rate swaps |
|
|
3,112 |
|
|
|
9,229 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
13,608 |
|
|
|
19,750 |
|
Long-term debt |
|
|
449,000 |
|
|
|
432,500 |
|
Interest rate swaps |
|
|
|
|
|
|
6,668 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
462,608 |
|
|
|
458,918 |
|
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
|
|
Partners capital: |
|
|
|
|
|
|
|
|
Limited partner units: |
|
|
|
|
|
|
|
|
Common units, 27,363,451 and 17,541,965 units issued and outstanding, respectively |
|
|
379,748 |
|
|
|
298,010 |
|
Subordinated units, 4,743,750 and 6,325,000 units issued and outstanding, respectively |
|
|
(30,702 |
) |
|
|
(33,194 |
) |
General partner units, 2% interest with 653,318 and 486,243 equivalent units issued
and outstanding, respectively |
|
|
10,638 |
|
|
|
8,457 |
|
Accumulated other comprehensive loss |
|
|
(8,673 |
) |
|
|
(14,857 |
) |
Treasury units, 15,756 and 8,426 common units, respectively |
|
|
(274 |
) |
|
|
(108 |
) |
|
|
|
|
|
|
|
Total partners capital |
|
|
350,737 |
|
|
|
258,308 |
|
|
|
|
|
|
|
|
Total liabilities and partners capital |
|
$ |
813,345 |
|
|
$ |
717,226 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-2
EXTERRAN PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Revenue |
|
$ |
237,636 |
|
|
$ |
181,729 |
|
|
$ |
163,712 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (excluding depreciation and amortization expense) |
|
|
124,242 |
|
|
|
83,480 |
|
|
|
73,563 |
|
Depreciation and amortization |
|
|
52,518 |
|
|
|
36,452 |
|
|
|
27,053 |
|
Long-lived asset impairment |
|
|
24,976 |
|
|
|
3,151 |
|
|
|
|
|
Selling, general and administrative |
|
|
34,830 |
|
|
|
24,226 |
|
|
|
16,085 |
|
Interest expense |
|
|
24,037 |
|
|
|
20,303 |
|
|
|
18,039 |
|
Other (income) expense, net |
|
|
(314 |
) |
|
|
(1,208 |
) |
|
|
(1,430 |
) |
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
260,289 |
|
|
|
166,404 |
|
|
|
133,310 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
(22,653 |
) |
|
|
15,325 |
|
|
|
30,402 |
|
Income tax expense |
|
|
680 |
|
|
|
541 |
|
|
|
555 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(23,333 |
) |
|
$ |
14,784 |
|
|
$ |
29,847 |
|
|
|
|
|
|
|
|
|
|
|
General partner interest in net income (loss) |
|
$ |
1,091 |
|
|
$ |
1,354 |
|
|
$ |
1,206 |
|
|
|
|
|
|
|
|
|
|
|
Common units interest in net income (loss) |
|
$ |
(19,257 |
) |
|
$ |
9,137 |
|
|
$ |
18,403 |
|
|
|
|
|
|
|
|
|
|
|
Subordinated units interest in net income (loss) |
|
$ |
(5,167 |
) |
|
$ |
4,293 |
|
|
$ |
10,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
21,360 |
|
|
|
13,461 |
|
|
|
11,369 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
21,360 |
|
|
|
13,477 |
|
|
|
11,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average subordinated units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
5,731 |
|
|
|
6,325 |
|
|
|
6,325 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
5,731 |
|
|
|
6,325 |
|
|
|
6,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common unit: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.90 |
) |
|
$ |
0.68 |
|
|
$ |
1.62 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
(0.90 |
) |
|
$ |
0.68 |
|
|
$ |
1.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per subordinated unit: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.90 |
) |
|
$ |
0.68 |
|
|
$ |
1.62 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
(0.90 |
) |
|
$ |
0.68 |
|
|
$ |
1.61 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-3
EXTERRAN PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Net income (loss) |
|
$ |
(23,333 |
) |
|
$ |
14,784 |
|
|
$ |
29,847 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps gain (loss) |
|
|
7,843 |
|
|
|
2,052 |
|
|
|
(7,749 |
) |
Amortization of termination payments on interest rate swaps |
|
|
(1,659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
(17,149 |
) |
|
$ |
16,836 |
|
|
$ |
22,098 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
EXTERRAN PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
(In thousands, except for unit amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Partner |
|
|
Treasury |
|
|
Other |
|
|
|
|
|
|
Common Units |
|
|
Subordinated Units |
|
|
Units |
|
|
Units |
|
|
Comprehensive |
|
|
|
|
|
|
$ |
|
|
Units |
|
|
$ |
|
|
Units |
|
|
$ |
|
|
Units |
|
|
$ |
|
|
Units |
|
|
Loss |
|
|
Total |
|
Balance, December 31, 2007 |
|
$ |
197,903 |
|
|
|
10,353,790 |
|
|
$ |
(49,411 |
) |
|
|
6,325,000 |
|
|
$ |
5,827 |
|
|
|
340,383 |
|
|
$ |
|
|
|
|
|
|
|
$ |
(9,160 |
) |
|
$ |
145,159 |
|
Issuance of units to Exterran Holdings, Inc. for a
portion of its U.S. contract operations business |
|
|
19,207 |
|
|
|
2,413,672 |
|
|
|
115 |
|
|
|
|
|
|
|
397 |
|
|
|
49,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,719 |
|
Contribution of capital |
|
|
8,276 |
|
|
|
|
|
|
|
15,200 |
|
|
|
|
|
|
|
485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,961 |
|
Excess of purchase price of equipment over Exterran
Holdings cost of equipment |
|
|
(278 |
) |
|
|
|
|
|
|
(671 |
) |
|
|
|
|
|
|
(38 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(987 |
) |
Cash distributions |
|
|
(20,131 |
) |
|
|
|
|
|
|
(10,989 |
) |
|
|
|
|
|
|
(1,072 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,192 |
) |
Unit based compensation income |
|
|
(2,290 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,290 |
) |
Interest rate swap loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,749 |
) |
|
|
(7,749 |
) |
Net income |
|
|
18,403 |
|
|
|
|
|
|
|
10,238 |
|
|
|
|
|
|
|
1,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 |
|
$ |
221,090 |
|
|
|
12,767,462 |
|
|
$ |
(35,518 |
) |
|
|
6,325,000 |
|
|
$ |
6,805 |
|
|
|
389,642 |
|
|
$ |
|
|
|
|
|
|
|
$ |
(16,909 |
) |
|
$ |
175,468 |
|
Issuance of units to Exterran Holdings, Inc. for a
portion of its U.S. contract operations business |
|
|
82,722 |
|
|
|
4,739,927 |
|
|
|
|
|
|
|
|
|
|
|
1,685 |
|
|
|
96,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,407 |
|
Issuance of units for vesting of phantom units |
|
|
|
|
|
|
34,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury units purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(108 |
) |
|
|
(8,426 |
) |
|
|
|
|
|
|
(108 |
) |
Transaction costs for registration of units |
|
|
(24 |
) |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35 |
) |
Contribution of capital |
|
|
7,749 |
|
|
|
|
|
|
|
9,901 |
|
|
|
|
|
|
|
361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,011 |
|
Excess of purchase price of equipment over Exterran
Holdings cost of equipment |
|
|
(143 |
) |
|
|
|
|
|
|
(159 |
) |
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(312 |
) |
Cash distributions |
|
|
(23,651 |
) |
|
|
|
|
|
|
(11,700 |
) |
|
|
|
|
|
|
(1,738 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37,089 |
) |
Unit based compensation expense |
|
|
955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
955 |
|
Other |
|
|
175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175 |
|
Interest rate swap gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,052 |
|
|
|
2,052 |
|
Net income |
|
|
9,137 |
|
|
|
|
|
|
|
4,293 |
|
|
|
|
|
|
|
1,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 |
|
$ |
298,010 |
|
|
|
17,541,965 |
|
|
$ |
(33,194 |
) |
|
|
6,325,000 |
|
|
$ |
8,457 |
|
|
|
486,243 |
|
|
$ |
(108 |
) |
|
|
(8,426 |
) |
|
$ |
(14,857 |
) |
|
$ |
258,308 |
|
Issuance of common units for vesting of phantom units |
|
|
|
|
|
|
33,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury units purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(166 |
) |
|
|
(7,330 |
) |
|
|
|
|
|
|
(166 |
) |
Transaction costs for the public offering of common
units by Exterran Holdings |
|
|
(192 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(192 |
) |
Transaction costs for conversion of subordinated units |
|
|
(25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25 |
) |
Conversion of subordinated units to common units |
|
|
(8,721 |
) |
|
|
1,581,250 |
|
|
|
8,721 |
|
|
|
(1,581,250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of units to Exterran Holdings for a portion
of its U.S. contract operations business |
|
|
125,043 |
|
|
|
8,206,863 |
|
|
|
|
|
|
|
|
|
|
|
2,548 |
|
|
|
167,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,591 |
|
Contribution of capital |
|
|
21,401 |
|
|
|
|
|
|
|
10,316 |
|
|
|
|
|
|
|
928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,645 |
|
Excess of purchase price of equipment over Exterran
Holdings cost of equipment |
|
|
(558 |
) |
|
|
|
|
|
|
(385 |
) |
|
|
|
|
|
|
(29 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(972 |
) |
Cash distributions |
|
|
(37,140 |
) |
|
|
|
|
|
|
(10,993 |
) |
|
|
|
|
|
|
(2,357 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(50,490 |
) |
Unit based compensation expense |
|
|
1,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,187 |
|
Interest rate swap gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,843 |
|
|
|
7,843 |
|
Amortization of interest rate swap terminations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,659 |
) |
|
|
(1,659 |
) |
Net income (loss) |
|
|
(19,257 |
) |
|
|
|
|
|
|
(5,167 |
) |
|
|
|
|
|
|
1,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,333 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010 |
|
$ |
379,748 |
|
|
|
27,363,451 |
|
|
$ |
(30,702 |
) |
|
|
4,743,750 |
|
|
$ |
10,638 |
|
|
|
653,318 |
|
|
$ |
(274 |
) |
|
|
(15,756 |
) |
|
$ |
(8,673 |
) |
|
$ |
350,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
EXTERRAN PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(23,333 |
) |
|
$ |
14,784 |
|
|
$ |
29,847 |
|
Adjustments to reconcile net income to cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
52,518 |
|
|
|
36,452 |
|
|
|
27,053 |
|
Long-lived asset impairment |
|
|
24,976 |
|
|
|
3,151 |
|
|
|
|
|
Amortization of debt issuance cost |
|
|
1,180 |
|
|
|
457 |
|
|
|
285 |
|
Amortization of fair value of acquired interest rate swaps |
|
|
111 |
|
|
|
149 |
|
|
|
187 |
|
Amortization of termination payment on interest rate swaps |
|
|
1,659 |
|
|
|
|
|
|
|
|
|
Unit based compensation expense (income) |
|
|
1,209 |
|
|
|
811 |
|
|
|
(2,090 |
) |
Provision for doubtful accounts |
|
|
1,292 |
|
|
|
627 |
|
|
|
159 |
|
Gain on sale of compression equipment |
|
|
(667 |
) |
|
|
(2,011 |
) |
|
|
(1,435 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, trade |
|
|
(2,632 |
) |
|
|
2,121 |
|
|
|
(12,683 |
) |
Other assets |
|
|
|
|
|
|
94 |
|
|
|
25 |
|
Accounts payable, trade |
|
|
166 |
|
|
|
(163 |
) |
|
|
(419 |
) |
Interest rate swaps |
|
|
(13,561 |
) |
|
|
|
|
|
|
|
|
Other liabilities |
|
|
764 |
|
|
|
(536 |
) |
|
|
2,339 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
43,682 |
|
|
|
55,936 |
|
|
|
43,268 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(28,113 |
) |
|
|
(17,893 |
) |
|
|
(23,434 |
) |
Proceeds from the sale of compression equipment |
|
|
1,370 |
|
|
|
4,457 |
|
|
|
8,559 |
|
(Increase) decrease in restricted cash |
|
|
431 |
|
|
|
(431 |
) |
|
|
|
|
(Increase) decrease in amounts due from affiliates, net |
|
|
(2,730 |
) |
|
|
6,445 |
|
|
|
(6,445 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(29,042 |
) |
|
|
(7,422 |
) |
|
|
(21,320 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under long-term debt |
|
|
471,000 |
|
|
|
76,750 |
|
|
|
191,750 |
|
Repayments under long-term debt |
|
|
(454,500 |
) |
|
|
(100,200 |
) |
|
|
(185,325 |
) |
Distributions to unitholders |
|
|
(50,490 |
) |
|
|
(37,089 |
) |
|
|
(32,192 |
) |
Debt issuance costs |
|
|
(4,064 |
) |
|
|
|
|
|
|
(309 |
) |
Purchase of treasury units |
|
|
(166 |
) |
|
|
(108 |
) |
|
|
|
|
Capital contribution from limited partners and general partner |
|
|
24,720 |
|
|
|
7,799 |
|
|
|
12,600 |
|
Increase (decrease) in amounts due to affiliates, net |
|
|
(1,293 |
) |
|
|
1,293 |
|
|
|
(8,063 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(14,793 |
) |
|
|
(51,555 |
) |
|
|
(21,539 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(153 |
) |
|
|
(3,041 |
) |
|
|
409 |
|
Cash and cash equivalents at beginning of period |
|
|
203 |
|
|
|
3,244 |
|
|
|
2,835 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
50 |
|
|
$ |
203 |
|
|
$ |
3,244 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
22,134 |
|
|
$ |
19,696 |
|
|
$ |
19,301 |
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes |
|
$ |
620 |
|
|
$ |
104 |
|
|
$ |
275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash capital contribution from limited and general partner |
|
$ |
2,838 |
|
|
$ |
5,967 |
|
|
$ |
11,008 |
|
|
|
|
|
|
|
|
|
|
|
Contract operations equipment acquired/exchanged, net |
|
$ |
126,911 |
|
|
$ |
141,745 |
|
|
$ |
134,181 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill allocated in acquisitions |
|
$ |
|
|
|
$ |
|
|
|
$ |
56,867 |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets allocated in acquisitions |
|
$ |
5,864 |
|
|
$ |
5,746 |
|
|
$ |
4,592 |
|
|
|
|
|
|
|
|
|
|
|
Debt assumed in acquisitions |
|
$ |
|
|
|
$ |
57,200 |
|
|
$ |
175,325 |
|
|
|
|
|
|
|
|
|
|
|
Common units issued to limited partner |
|
$ |
125,043 |
|
|
$ |
82,722 |
|
|
$ |
19,322 |
|
|
|
|
|
|
|
|
|
|
|
General partner units issued to general partner |
|
$ |
2,548 |
|
|
$ |
1,685 |
|
|
$ |
397 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
EXTERRAN PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Summary of Significant Accounting Policies
Organization
Exterran Partners, L.P., together with its subsidiaries (we or the Partnership), is a publicly
held Delaware limited partnership formed on June 22, 2006 to acquire certain contract operations
customer service agreements and a compressor fleet used to provide compression services under those
agreements.
In August 2007, we changed our name from Universal Compression Partners, L.P. to Exterran Partners,
L.P. concurrent with the merger of Hanover Compressor Company (Hanover) and Universal Compression
Holdings, Inc. (Universal). In connection with the merger, Universal and Hanover became
wholly-owned subsidiaries of Exterran Holdings, Inc. (individually, and together with its
wholly-owned subsidiaries Exterran Holdings), a new company formed in anticipation of the merger,
and Universal was merged with and into Exterran Holdings. As of December 31, 2010, public
unitholders held a 42% ownership interest in us and Exterran Holdings owned our remaining equity
interests, including the general partner interests and all of our incentive distribution rights.
Exterran General Partner, L.P. is our general partner and an indirect wholly-owned subsidiary of
Exterran Holdings. As Exterran General Partner, L.P. is a limited partnership, its general partner,
Exterran GP LLC, conducts our business and operations, and the board of directors and officers of
Exterran GP LLC make decisions on our behalf.
Nature of Operations
Natural gas compression is a mechanical process whereby the pressure of a volume of natural gas is
increased to a desired higher pressure for transportation from one point to another, and is
essential to the production and transportation of natural gas. Compression is typically required
several times during the natural gas production and transportation cycle, including: (i) at the
wellhead; (ii) throughout gathering and distribution systems; (iii) into and out of processing and
storage facilities; and (iv) along intrastate and interstate pipelines.
Principles of Consolidation
The accompanying consolidated financial statements include us and our subsidiaries. All
intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates in the Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles
(GAAP) requires management to make estimates and assumptions that affect the reported amount of
assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and
liabilities. Because of the inherent uncertainties in this process, actual future results could
differ from those expected at the reporting date. Management believes that the estimates and
assumptions used are reasonable.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Restricted Cash
Restricted cash consisted of cash restricted for use to pay for expenses incurred under our
asset-backed securitization facility, which terminated in November 2010 (see Note 5). Restricted
cash is presented separately from cash and cash equivalents in the balance sheet and statement of
cash flows.
F-7
Revenue Recognition
Revenue from contract operations is recorded when earned, which generally occurs monthly at the
time the monthly service is provided to customers in accordance with the contracts.
Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist of cash
and cash equivalents and trade accounts receivable. We believe that the credit risk in cash
investments that we have with financial institutions is minimal. Trade accounts receivable are due
from companies of varying size engaged principally in oil and natural gas activities throughout the
world. We review the financial condition of customers prior to extending credit and generally do
not obtain collateral for trade receivables. Payment terms are on a short-term basis and in
accordance with industry practice. We consider this credit risk to be limited due to these
companies financial resources, the nature of the services we provide them and the terms of our
contract operations service contracts.
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of
our customers to make required payments. The determination of the collectibility of amounts due
from our customers requires us to use estimates and make judgments regarding future events and
trends, including monitoring our customers payment history and current credit worthiness to
determine that collectibility is reasonably assured, as well as consideration of the overall
business climate in which our customers operate. Inherently, these uncertainties require us to make
judgments and estimates regarding our customers ability to pay amounts due us in order to
determine the appropriate amount of valuation allowances required for doubtful accounts. We review
the adequacy of our allowance for doubtful accounts quarterly. We determine the allowance needed
based on historical write-off experience and by evaluating significant balances aged greater than
90 days individually for collectibility. Account balances are charged off against the allowance
after all means of collection have been exhausted and the potential for recovery is considered
remote. During the years ended December 31, 2010, 2009 and 2008, our bad debt expense was $1.3
million, $0.6 million and $0.2 million, respectively. During the years ended December 31, 2009 and
2008, one customer accounted for 11% and 13%, respectively, of our total revenue. No other customer
individually accounted for 10% or more of our total revenue for the years ended December 31, 2010,
2009 and 2008.
Property and Equipment
Property and equipment is carried at cost. Depreciation for financial reporting purposes is
computed on the straight-line basis using estimated useful lives. For compression equipment,
depreciation begins with the first compression service. The estimated useful lives for compression
equipment as of December 31, 2010 were 15 to 30 years. Maintenance and repairs are charged to
expense as incurred. Overhauls and major improvements that increase the value or extend the life of
compressor units are capitalized and depreciated over the estimated useful life of up to seven
years. Depreciation expense for the years ended December 31, 2010, 2009 and 2008 was $51.1 million,
$35.8 million and $26.9 million, respectively.
Long-Lived Assets
We review for the impairment of long-lived assets, including property, plant and equipment and
identifiable intangibles that are being amortized whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists
when estimated undiscounted cash flows expected to result from the use of the asset and its
eventual disposition are less than its carrying amount. The impairment loss recognized represents
the excess of the assets carrying value as compared to its estimated fair value. Identifiable
intangibles are amortized over the assets estimated useful lives.
Goodwill and Intangible Assets
Goodwill is reviewed for impairment annually or whenever events indicate impairment may have
occurred.
Amortization expense for finite life intangible assets totaled $1.4 million, $0.7 million and $0.2
million for the years ended December 31, 2010, 2009 and 2008, respectively.
F-8
Estimated future intangible amortization expense is as follows (in thousands):
|
|
|
|
|
2011 |
|
$ |
1,593 |
|
2012 |
|
|
1,455 |
|
2013 |
|
|
1,312 |
|
2014 |
|
|
1,182 |
|
2015 |
|
|
1,064 |
|
Thereafter |
|
|
6,013 |
|
|
|
|
|
Total |
|
$ |
12,619 |
|
|
|
|
|
Due To/From Affiliates, Net
We have receivables and payables with Exterran Holdings. A valid right of offset exists related to
the receivables and payables with these affiliates and as a result, we present such amounts on a
net basis on our consolidated balance sheets.
The transactions reflected in due to/from affiliates, net primarily consist of centralized cash
management activities between us and Exterran Holdings. Because these balances are treated as
short-term borrowings between us and Exterran Holdings, serve as a financing and cash management
tool to meet our short-term operating needs, are large, turn over quickly and are payable on
demand, we present borrowings and repayments with our affiliates on a net basis within the
consolidated statements of cash flows. Net receivables from our affiliate are considered advances
and changes are presented as investing activities in the consolidated statements of cash flows. Net
payables due to our affiliate are considered borrowings and changes are presented as financing
activities in the consolidated statements of cash flows.
Income Taxes
As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by us
generally flow through to our unitholders. However, some states impose an entity-level income tax
on partnerships, including us. For the years ended December 31, 2010, 2009 and 2008, we recorded
income tax expense of approximately $0.7 million, $0.5 million and $0.6 million, respectively,
related to state income taxes.
Segment Reporting
ASC 280, Segment Reporting, establishes standards for entities to report information about the
operating segments and geographic areas in which they operate. We only operate in one segment and
all of our operations are located in the United States (U.S.).
Fair Value of Financial Instruments
Our financial instruments consist of cash, restricted cash, trade receivables and payables,
interest rate swaps and long-term debt. At December 31, 2010 and 2009, the estimated fair values of
such financial instruments, except for debt as of December 31, 2009, approximated their carrying
values as reflected in our consolidated balance sheets. Based on market conditions, we believe that
the fair value of our debt does not approximate its carrying value as of December 31, 2009 because
the applicable margin on our debt was below market rates as of this date. The fair value of our
debt as of December 31, 2009 has been estimated at $418.0 million based on similar debt
transactions that occurred near December 31, 2009. The carrying amount of our debt as of December
31, 2009 was $432.5 million.
Hedging and Uses of Derivative Instruments
We use derivative financial instruments to minimize the risks and/or costs associated with
financial activities by managing our exposure to interest rate fluctuations on a portion of our
debt obligations. We do not use derivative financial instruments for trading or other speculative
purposes. We record interest rate swaps on the balance sheet as either derivative assets or
derivative liabilities measured at their fair value. The fair value of our derivatives was
estimated using a combination of the market and income approach. Changes in the fair value of the
swaps designated as cash flow hedges are deferred in accumulated other comprehensive loss to the
extent the contracts are effective as hedges until settlement of the underlying hedged transaction.
To qualify for hedge accounting treatment, we must formally document, designate and assess the
effectiveness of the transactions. If the necessary correlation ceases to exist or if physical
delivery of the hedged item becomes improbable, we would discontinue hedge accounting and apply
mark-to-market accounting. Amounts paid or received from interest rate swap agreements are charged
or credited to interest expense and matched with the cash flows and interest expense of the debt
being hedged, resulting in an adjustment to the effective interest rate.
F-9
Earnings Per Common and Subordinated Unit
The computations of earnings per common and subordinated unit are based on the weighted average
number of common and subordinated units, respectively, outstanding during the applicable period.
Our subordinated units meet the definition of a participating security and therefore we are
required to use the two-class method in the computation of earnings per unit. Basic earnings per
common and subordinated unit are determined by dividing net income (loss) allocated to the common
units and subordinated units, respectively, after deducting the amount allocated to our general
partner (including distributions to our general partner on its incentive distribution rights), by
the weighted average number of outstanding common and subordinated units, respectively, during the
period.
When computing earnings per common and subordinated unit under the two-class method in periods when
earnings are greater than distributions, earnings are allocated to the general partner, common and
subordinated units based on how our partnership agreement would allocate earnings if the full
amount of earnings for the period had been distributed. This allocation of net income (loss) does
not impact our total net income (loss), consolidated results of operations or total cash
distributions; however, it may result in our general partner being allocated additional incentive
distributions for purposes of our earnings per unit calculation, which could reduce net income
(loss) per common and subordinated unit. However, as defined in our partnership agreement, we
determine cash distributions based on available cash and determine the actual incentive
distributions allocable to our general partner based on actual distributions. When computing
earnings per common and subordinated unit, the amount of the assumed incentive distribution rights
is deducted from net income (loss) and allocated to our general partner for the period to which the
calculation relates. The remaining amount of net income (loss), after deducting the assumed
incentive distribution rights, is allocated between the general partner, common and subordinated
units based on how our partnership agreement allocates net income (loss).
When computing earnings per common and subordinated unit under the two-class method in periods when
distributions are greater than earnings, the excess of distributions over earnings is allocated to
the general partner, common and subordinated units based on how our partnership agreement allocates
net losses. The amount of the incentive distribution rights is deducted from net income (loss) and
allocated to our general partner for the period to which the calculation relates. The remaining
amount of net income (loss), after deducting the incentive distribution rights, is allocated
between the general partner, common and subordinated units based on how our partnership agreement
allocates net losses.
The potentially dilutive securities issued by us include unit options and phantom units, neither of
which requires an adjustment to the amount of net income (loss) used for dilutive earnings per
common unit purposes. The table below indicates the potential common units that were included in
computing the dilutive potential common units used in diluted earnings (loss) per common unit (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Weighted average common units outstanding used in basic income (loss) per common unit |
|
|
21,360 |
|
|
|
13,461 |
|
|
|
11,369 |
|
Net dilutive potential common units issuable: |
|
|
|
|
|
|
|
|
|
|
|
|
Unit options |
|
|
|
|
|
|
|
|
|
|
40 |
|
Phantom units |
|
|
|
|
|
|
16 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common units and dilutive potential common units used in diluted income
(loss) per common unit |
|
|
21,360 |
|
|
|
13,477 |
|
|
|
11,414 |
|
|
|
|
|
|
|
|
|
|
|
The table below indicates the potential number of common units that were excluded from net dilutive
potential units of common units as their effect would have been anti-dilutive (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Net dilutive potential common units issuable: |
|
|
|
|
|
|
|
|
|
|
|
|
Unit options |
|
|
|
|
|
|
|
|
|
|
591 |
|
Phantom units |
|
|
99 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
Net dilutive potential common units issuable |
|
|
99 |
|
|
|
|
|
|
|
595 |
|
|
|
|
|
|
|
|
|
|
|
F-10
2. August 2010, November 2009 and July 2008 Contract Operations Acquisitions
In August 2010, we acquired from Exterran Holdings contract operations customer service agreements
with 43 customers and a fleet of approximately 580 compressor units used to provide compression
services under those agreements having a net book value of $121.8 million, net of accumulated
depreciation of $53.6 million, and comprising approximately 255,000 horsepower, or 6% (by then
available horsepower) of the combined U.S. contract operations business of Exterran Holdings and us
(the August 2010 Contract Operations Acquisition) for approximately $214.0 million, excluding
transaction costs. In connection with this acquisition, we issued approximately 8.2 million common
units to Exterran Holdings and approximately 167,000 general partner units to Exterran Holdings
wholly-owned subsidiary.
In connection with this acquisition, we were allocated $5.9 million finite life intangible assets
associated with customer relationships of Exterran Holdings North America contract operations
segment. The amounts allocated were based on the ratio of fair value of the net assets transferred
to us to the total fair value of Exterran Holdings North America contract operations segment.
These intangible assets are being amortized through 2024, based on the present value of expected
income to be realized from these intangible assets.
In November 2009, we acquired from Exterran Holdings certain contract operations customer service
agreements with 18 customers and a fleet of approximately 900 compressor units used to provide
compression services under those agreements having a net book value of $137.2 million, net of
accumulated depreciation of $47.2 million, and comprising approximately 270,000 horsepower, or 6%
(by then available horsepower) of the combined U.S. contract operations business of Exterran
Holdings and us (the November 2009 Contract Operations Acquisition). In connection with this
acquisition, we assumed $57.2 million of long-term debt from Exterran Holdings and issued to
Exterran Holdings approximately 4.7 million common units and approximately 97,000 general partner
units. Concurrent with the closing of the November 2009 Contract Operations Acquisition, we
borrowed $28.0 million and $30.0 million under our revolving credit facility and asset-backed
securitization facility, respectively, which together were used to repay the debt assumed from
Exterran Holdings in the acquisition.
In connection with this acquisition, we were allocated $4.5 million finite life intangible assets
of Exterran Holdings North America contract operations segment. The amounts allocated were based
on the ratio of fair value of the net assets transferred to us to the total fair value of Exterran
Holdings North America contract operations segment. The amount of finite life intangible assets
included in the November 2009 Contract Operations Acquisition is comprised of $4.3 million
associated with customer relationships and $0.2 million associated with customer contracts. These
intangible assets are being amortized through 2024 and 2016, respectively, based on the present
value of expected income to be realized from these assets.
In July 2008, we acquired from Exterran Holdings contract operations customer service agreements
with 34 customers and a fleet of approximately 620 compressor units used to provide compression
services under those agreements having a net book value of $133.9 million, net of accumulated
depreciation of $16.5 million, and comprising approximately 254,000 horsepower, or 6% (by then
available horsepower) of the combined U.S. contract operations business of Exterran Holdings and us
(the July 2008 Contract Operations Acquisition). In connection with this acquisition, we assumed
$175.3 million of debt from Exterran Holdings and issued to Exterran Holdings approximately 2.4
million common units and approximately 49,000 general partner units. Concurrent with the closing of
the July 2008 Contract Operations Acquisition, we borrowed $117.5 million under our term loan and
$58.3 million under our revolving credit facility, which together were used to repay the debt
assumed from Exterran Holdings in the acquisition and to pay other costs incurred in the
acquisition.
In connection with this acquisition, we were allocated $56.9 million historical cost goodwill and
$4.6 million finite life intangible assets of Exterran Holdings North America contract operations
segment. The amounts allocated were based on the ratio of fair value of the net assets transferred
to us to the total fair value of Exterran Holdings North America contract operations segment. The
amount of finite life intangible assets included in the July 2008 Contract Operations Acquisition
is comprised of $3.5 million associated with customer relationships and $1.1 million associated
with customer contracts. These intangible assets are being amortized through 2024 and 2016,
respectively, based on the present value of expected income to be realized from these assets.
An acquisition of a business from an entity under common control is generally accounted for under
GAAP by the acquirer with retroactive application as if the acquisition date was the beginning of
the earliest period included in the financial statements. Retroactive effect to the August 2010,
the November 2009 and the July 2008 Contract Operations Acquisitions was impracticable because such
retroactive application would have required significant assumptions in a prior period that cannot
be substantiated. Accordingly, our financial statements include the assets acquired, liabilities
assumed, revenues and direct operating expenses associated with the acquisition beginning on the
date of such acquisition. However, the preparation of pro forma financial information allows for
certain assumptions that do not meet the standards of financial statements prepared in accordance
with GAAP.
F-11
Unaudited Pro Forma Financial Information
Pro forma financial information for the years ended December 31, 2010, 2009 and 2008 has been
included to give effect to the significant expansion of our compressor fleet and service contracts
as a result of the August 2010 Contract Operations Acquisition, the November 2009 Contract
Operations Acquisition and the July 2008 Contract Operations Acquisition. The August 2010 Contract
Operations Acquisition is presented in the pro forma financial information as though the
transaction occurred as of January 1, 2009. The November 2009 Contract Operations Acquisition and
the July 2008 Contract Operations Acquisition are presented in the pro forma financial information
as though the transactions had occurred as of January 1, 2008.
The unaudited pro forma financial information for the years ended December 31, 2010, 2009 and 2008
reflects the following transactions:
As related to the August 2010 Contract Operations Acquisition:
|
|
|
our acquisition in August 2010 of certain contract operations customer service agreements
and compression equipment from Exterran Holdings; and |
|
|
|
|
our issuance of approximately 8.2 million common units to Exterran Holdings and
approximately 167,000 general partner units to Exterran Holdings wholly-owned subsidiary. |
As related to the November 2009 Contract Operations Acquisition:
|
|
|
our acquisition in November 2009 of certain contract operations customer service
agreements and compression equipment from Exterran Holdings; |
|
|
|
|
our assumption of $57.2 million of Exterran Holdings long-term debt; |
|
|
|
|
our borrowing of $30.0 million under our asset-backed securitization facility and $28.0
million under our revolving credit facility and use of those proceeds to retire the debt
assumed from Exterran Holdings; and |
|
|
|
|
our issuance of approximately 4.7 million common units to Exterran Holdings and
approximately 97,000 general partner units to Exterran Holdings wholly-owned subsidiary. |
As related to the July 2008 Contract Operations Acquisition:
|
|
|
our acquisition in July 2008 of certain contract operations customer service agreements
and compression equipment from Exterran Holdings; |
|
|
|
|
our assumption of $175.3 million of Exterran Holdings long-term debt; |
|
|
|
|
our borrowing of $58.3 million under our revolving credit facility and $117.5 million
under our term loan and use of those proceeds to retire the debt assumed from Exterran
Holdings; and |
|
|
|
|
our issuance of approximately 2.4 million common units to Exterran Holdings and
approximately 49,000 general partner units to Exterran Holdings wholly-owned subsidiary. |
The unaudited pro forma financial information below is presented for informational purposes only
and is not necessarily indicative of the results of operations that would have occurred had the
transaction been consummated at the beginning of each applicable period discussed above, nor is it
necessarily indicative of future results. The unaudited pro forma consolidated financial
information below was derived by adjusting our historical financial statements.
F-12
The following table presents unaudited pro forma financial information for the years ended December
31, 2010, 2009 and 2008 (in thousands, except per unit amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Revenue |
|
$ |
269,285 |
|
|
$ |
286,393 |
|
|
$ |
263,118 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(15,421 |
) |
|
$ |
43,181 |
|
|
$ |
53,128 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common and subordinated limited partner unit |
|
$ |
(0.53 |
) |
|
$ |
1.27 |
|
|
$ |
2.07 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common and subordinated limited partner unit |
|
$ |
(0.53 |
) |
|
$ |
1.27 |
|
|
$ |
2.07 |
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income per limited partner unit is determined by dividing the pro forma net income
that would have been allocated to the common and subordinated unitholders by the weighted average
number of common and subordinated units expected to be outstanding after the completion of the
transactions included in the pro forma consolidated financial statements. All units issued in each
acquisition were assumed to have been outstanding during the period in which the associated results
of operations from each acquisition have been included. Pursuant to our partnership agreement, to
the extent that the quarterly distributions exceed certain targets, our general partner is entitled
to receive certain incentive distributions that will result in more net income proportionately
being allocated to our general partner than to the holders of our common and subordinated units.
The pro forma net earnings per limited partner unit calculations reflect pro forma incentive
distributions to our general partner, including an additional reduction of net income allocable to
our limited partners of approximately $0.2 million, $0.6 million and $0.2 million for the years
ended December 31, 2010, 2009 and 2008, respectively, which include the amount of additional
incentive distributions that would have occurred during the period.
3. Related Party Transactions
We are a party to an omnibus agreement with Exterran Holdings and others (as amended and restated,
the Omnibus Agreement), the terms of which include, among other things:
|
|
|
certain agreements not to compete between Exterran Holdings and its affiliates, on the
one hand, and us and our affiliates, on the other hand; |
|
|
|
|
Exterran Holdings obligation to provide all operational staff, corporate staff and
support services reasonably necessary to operate our business and our obligation to
reimburse Exterran Holdings for the provision of such services, subject to certain
limitations and the cost caps discussed below; |
|
|
|
|
the terms under which we, Exterran Holdings, and our respective affiliates may transfer
compression equipment among one another to meet our respective contract operations services
obligations; |
|
|
|
|
the terms under which we may purchase newly-fabricated contract operations equipment from
Exterran Holdings affiliates; |
|
|
|
|
Exterran Holdings grant of a license of certain intellectual property to us, including
our logo; and |
|
|
|
|
Exterran Holdings obligation to indemnify us for certain liabilities and our obligation
to indemnify Exterran Holdings for certain liabilities. |
Non-competition
Under the Omnibus Agreement, subject to the provisions described below, Exterran Holdings agreed
not to offer or provide compression services in the U.S. to our contract operations services
customers that are not also contract operations services customers of Exterran Holdings.
Compression services are defined to include the provision of natural gas contract compression
services, but exclude fabrication of compression equipment, sales of compression equipment or
material, parts or equipment that are components of compression equipment, leasing of compression
equipment without also providing related compression equipment service and operating, maintenance,
service, repairs or overhauls of compression equipment owned by third parties. In addition, under
the Omnibus Agreement, we agreed not to offer or provide compression services to Exterran Holdings
U.S. contract operations services customers that are not also contract operations services
customers of ours.
F-13
As a result of the merger between Hanover and Universal, at the time of execution of the Omnibus
Agreement with Exterran Holdings, some of our customers were also contract operations services
customers of Exterran Holdings, which we refer to as overlapping customers. We and Exterran
Holdings have agreed, subject to the exceptions described below, not to provide contract operations
services to an overlapping customer at any site at which the other was providing such services to
an overlapping customer on the date of the Omnibus Agreement, each being referred to as a
Partnership site or an Exterran site. After the date of the Omnibus Agreement, if an
overlapping customer requests contract operations services at a Partnership site or an Exterran
site, whether in addition to or in the replacement of the equipment existing at such site on the
date of the Omnibus Agreement, we will be entitled to provide contract operations services if such
overlapping customer is a Partnership overlapping customer, and Exterran Holdings will be entitled
to provide such contract operations services at other locations if such overlapping customer is an
Exterran overlapping customer. Additionally, any additional contract operations services provided
to a Partnership overlapping customer will be provided by us and any additional services provided
to an Exterran overlapping customer will be provided by Exterran Holdings.
Exterran Holdings also agreed that new customers for contract compression services (neither our
customers nor customers of Exterran Holdings for U.S. contract compression services) are for our
account unless the new customer is unwilling to contract with us or unwilling to do so under our
form of compression services agreement. If a new customer is unwilling to enter into such an
arrangement with us, then Exterran Holdings may provide compression services to the new customer.
In the event that either we or Exterran Holdings enter into a contract to provide compression
services to a new customer, either we or Exterran Holdings, as applicable, will receive the
protection of the applicable non-competition arrangements described above in the same manner as if
such new customer had been a compression services customer of either us or Exterran Holdings on the
date of the Omnibus Agreement.
Unless the Omnibus Agreement is terminated earlier due to a change of control of our general
partner or the removal or withdrawal of our general partner, or from a change of control of
Exterran Holdings, the non-competition provisions of the Omnibus Agreement will terminate on
November 10, 2012 or on the date on which a change of control of Exterran Holdings occurs,
whichever event occurs first. If a change of control of Exterran Holdings occurs, and neither the
Omnibus Agreement nor the non-competition arrangements have already terminated, Exterran Holdings
will agree for the remaining term of the non-competition arrangements not to provide contract
operations services to our customers at the sites at which we are providing contract operations
services to them at the time of the change of control.
Indemnification for Environmental and Related Liabilities
Under the Omnibus Agreement, Exterran Holdings has agreed to indemnify us, for a three-year period
following each applicable asset acquisition from Exterran Holdings, against certain potential
environmental claims, losses and expenses associated with the ownership and operation of the
acquired assets that occur before the acquisition date. Exterran Holdings maximum liability for
this and its other indemnification obligations under the Omnibus Agreement cannot exceed $5
million, and Exterran Holdings will not have any obligation under this indemnification until our
aggregate losses exceed $250,000. Exterran Holdings will have no indemnification obligations with
respect to environmental claims made as a result of additions to or modifications of environmental
laws promulgated after such acquisition date. We have agreed to indemnify Exterran Holdings against
environmental liabilities occurring on or after the applicable acquisition date related to our
assets to the extent Exterran Holdings is not required to indemnify us.
Additionally, Exterran Holdings will indemnify us for losses attributable to title defects,
retained assets and income taxes attributable to pre-closing operations. We will indemnify Exterran
Holdings for all losses attributable to the post-closing operations of the assets contributed to
us, to the extent not subject to Exterran Holdings indemnification obligations. For the years
ended December 31, 2010 and 2009, there were no requests for indemnification by either party.
Purchase of New Compression Equipment from Exterran Holdings
Pursuant to the Omnibus Agreement, we are permitted to purchase newly fabricated compression
equipment from Exterran Holdings or its affiliates at Exterran Holdings cost to fabricate such
equipment plus a fixed margin of 10%, which may be modified with the approval of Exterran Holdings
and the conflicts committee of Exterran GP LLCs board of directors. During the years ended
December 31, 2010 and 2009, we purchased $9.8 million and $3.1 million, respectively, of new
compression equipment from Exterran Holdings. Under GAAP, transfers of assets and liabilities
between entities under common control are to be initially recorded on the books of the receiving
entity at the carrying value of the transferor. Any difference between consideration given and the
carrying value of the assets or liabilities is treated as a capital distribution or contribution.
Transactions between us and Exterran Holdings and its affiliates are transactions between entities
under common control. As a result, the equipment purchased during the years ended December 31, 2010
and 2009 was recorded in our consolidated balance sheet as property, plant and equipment of $8.8
million and $2.8 million, respectively, which represents the carrying value of the Exterran
Holdings affiliates that sold it to us, and as a
F-14
distribution of capital of $1.0 million and $0.3 million, respectively, which represents the fixed
margin we paid above the carrying value in accordance with the Omnibus Agreement. During the years
ended December 31, 2010 and 2009, Exterran Holdings contributed
to us $2.8 million and $7.5
million, respectively, primarily related to the completion of overhauls on compression equipment
that was exchanged with us or contributed to us and where overhauls were in progress on the date of
exchange or contribution.
Transfer of Compression Equipment with Exterran Holdings
Pursuant to the Omnibus Agreement, in the event that Exterran Holdings determines in good faith
that there exists a need on the part of Exterran Holdings contract operations services business or
on our part to transfer compression equipment between Exterran Holdings and us so as to fulfill
either of our compression services obligations, such equipment may be so transferred if it will not
cause us to breach any existing contracts or to suffer a loss of revenue under an existing
compression services contract or incur any unreimbursed costs.
During the year ended December 31, 2010, pursuant to the terms of the Omnibus Agreement, we
transferred ownership of 125 compressor units, totaling approximately 55,200 horsepower with a net
book value of approximately $25.3 million, to Exterran Holdings. In exchange, Exterran Holdings
transferred ownership to us of 200 compressor units, totaling approximately 53,000 horsepower with
a net book value of approximately $30.2 million. During the year ended December 31, 2009, pursuant
to the terms of the Omnibus Agreement, we transferred ownership of 140 compressor units, totaling
approximately 49,400 horsepower with a net book value of approximately $25.7 million, to Exterran
Holdings. In exchange, Exterran Holdings transferred ownership to us of 242 compressor units,
totaling approximately 50,400 horsepower with a net book value of approximately $30.2 million.
During the years ended December 31, 2010 and 2009, we recorded capital contributions of
approximately $4.9 million and $4.5 million, respectively, related to the differences in net book
value on the compression equipment that was exchanged with us. No customer contracts were included
in the transfers. Under the terms of the Omnibus Agreement, such transfers must be of equal
appraised value, as defined in the Omnibus Agreement, with any difference being settled in cash. As
a result, we paid a nominal amount to Exterran Holdings for the difference in fair value of the
equipment in connection with the transfers. We recorded the compressor units received at the
historical book basis of Exterran Holdings. The units we received from Exterran Holdings were being
utilized to provide services to our customers on the date of the transfers and, prior to the
transfers, had been leased by us from Exterran Holdings. The units we transferred to Exterran
Holdings were being utilized to provide services to customers of Exterran Holdings on the date of
the transfers, and prior to the transfers had been leased by Exterran Holdings from us.
Lease of Equipment Between Exterran Holdings and Us
Pursuant to the Omnibus Agreement, in the event that Exterran Holdings determines in good faith
that there exists a need on the part of Exterran Holdings contract operations services business or
on our part to lease compression equipment between Exterran Holdings and us to fulfill the
compression services obligations of either Exterran Holdings or us, such equipment may be leased if
it will not cause us to breach any existing compression services contracts or to suffer a loss of
revenue under an existing compression services contract or to incur any unreimbursed costs. At
December 31, 2010, we had equipment on lease to Exterran Holdings with an aggregate cost and
accumulated depreciation of $9.6 million and $2.3 million, respectively.
For the years ended December 31, 2010, 2009 and 2008, we had revenues of $0.9 million, $1.0 million
and $1.4 million, respectively, from Exterran Holdings related to the lease of our compression
equipment. For the years ended December 31, 2010, 2009 and 2008, we had cost of sales of $14.5
million, $11.1 million and $8.1 million, respectively, with Exterran Holdings related to the lease
of Exterran Holdings compression equipment.
Reimbursement of Operating and General and Administrative Expense
Exterran Holdings provides all operational staff, corporate staff and support services reasonably
necessary to run our business. The services provided by Exterran Holdings may include, without
limitation, operations, marketing, maintenance and repair, periodic overhauls of compression
equipment, inventory management, legal, accounting, treasury, insurance administration and claims
processing, risk management, health, safety and environmental, information technology, human
resources, credit, payroll, internal audit, taxes, facilities management, investor relations,
enterprise resource planning system, training, executive, sales, business development and
engineering.
We are charged costs incurred by Exterran Holdings directly attributable to us. Costs incurred by
Exterran Holdings that are indirectly attributable to us and Exterran Holdings other operations
are allocated among Exterran Holdings other operations and us. The
F-15
allocation methodologies vary based on the nature of the charge and include, among other things,
revenue and horsepower. We believe that the allocation methodologies used to allocate indirect
costs to us are reasonable. Included in our selling, general and administrative (SG&A) expense
for the years ended December 31, 2010, 2009 and 2008 are $27.2 million, $20.1 million, and $16.3
million, respectively, of indirect costs incurred by Exterran Holdings.
Under the Omnibus Agreement, Exterran Holdings has agreed that, for a period that will terminate on
December 31, 2011, our obligation to reimburse Exterran Holdings for (i) any cost of sales that it
incurs in the operation of our business will be capped (after taking into account any such costs we
incur and pay directly); and (ii) any cash selling, general and administrative (SG&A) costs
allocated to us will be capped (after taking into account any such costs we incur and pay
directly). Cost of sales were capped at $21.75 per operating horsepower per quarter from July 30,
2008 through December 31, 2010. SG&A costs were capped at $6.0 million per quarter from July 30,
2008 through November 9, 2009, and at $7.6 million per quarter from November 10, 2009 through
December 31, 2010. These caps may be subject to future adjustment or termination in connection with
expansions of our operations through the acquisition or construction of new assets or businesses.
For the years ended December 31, 2010 and 2009, our cost of sales exceeded the cap provided in the
Omnibus Agreement by $21.4 million and $7.2 million, respectively. For the years ended December 31,
2010 and 2009, our SG&A expenses exceeded the cap provided in the Omnibus Agreement by $3.3 million
and $0.6 million, respectively. The excess amounts over the caps are included in the consolidated
statements of operations as cost of sales or SG&A expense. The cash received for the amounts over
the caps has been accounted for as a capital contribution in our consolidated balance sheets and
consolidated statements of cash flows.
4. Goodwill
In connection with the July 2008 Contract Operations Acquisition, we were allocated historical cost
goodwill of Exterran Holdings North America contract operations segment. The amount allocated,
which was $56.9 million, was based on the ratio of fair value of the net assets transferred to us
to the total fair value of Exterran Holdings North America contract operations segment.
We perform our goodwill impairment test in the fourth quarter of every year, or whenever events
indicate impairment may have occurred, to determine if the estimated recoverable value of our
reporting unit exceeds the net carrying value of the reporting unit, including the applicable
goodwill.
The first step in performing a goodwill impairment test is to compare the estimated fair value of
our reporting unit with its recorded net book value (including the goodwill) of the respective
reporting unit. If the estimated fair value of the reporting unit is higher than the recorded net
book value, no impairment is deemed to exist and no further testing is required. If, however, the
estimated fair value of the reporting unit is below the recorded net book value, then a second step
must be performed to determine the goodwill impairment required, if any. In this second step, the
estimated fair value from the first step is used as the purchase price in a hypothetical
acquisition of the reporting unit. Purchase business combination accounting rules are followed to
determine a hypothetical purchase price allocation to the reporting units assets and liabilities.
The residual amount of goodwill that results from this hypothetical purchase price allocation is
compared to the recorded amount of goodwill for the reporting unit, and the recorded amount is
written down to the hypothetical amount, if lower.
Because a quoted market price for our reporting unit is not available, management must apply
judgment in determining the estimated fair value of the reporting unit for purposes of performing
the annual goodwill impairment test. Management uses all available information to make this fair
value determination, including the present values of expected future cash flows using discount
rates commensurate with the risks involved in the assets.
We determine the fair value of our reporting unit using both the expected present value of future
cash flows and a market approach. Each approach is weighted 50% in determining our calculated fair
value. The present value of future cash flows is estimated using our most recent forecast and the
weighted average cost of capital. The market approach uses a market multiple on the reporting
units earnings before interest, tax, depreciation and amortization.
For the years ended December 31, 2010, 2009 and 2008, we determined that there was no impairment of
goodwill. The fair value of our reporting unit exceeded its book value by a significant margin as
of December 31, 2010.
F-16
5. Debt
Long-term debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Revolving credit facility due November 2015 |
|
$ |
299,000 |
|
|
$ |
|
|
Term loan facility due November 2015 |
|
|
150,000 |
|
|
|
|
|
Revolving credit facility due October 2011 |
|
|
|
|
|
|
285,000 |
|
Term loan facility due October 2011 |
|
|
|
|
|
|
117,500 |
|
Asset-backed securitization facility due July 2013 |
|
|
|
|
|
|
30,000 |
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
449,000 |
|
|
$ |
432,500 |
|
|
|
|
|
|
|
|
Revolving Credit Facility and Term Loan
On November 3, 2010, we entered into an amendment and restatement of our senior secured credit
agreement (as so amended and restated, the Credit Agreement) to provide for a new five-year, $550
million senior secured credit facility consisting of a $400 million revolving credit facility and a
$150 million term loan. Concurrent with the execution of the agreement, we borrowed $304.0 million
under the revolving credit facility and $150.0 million under the term loan and used the proceeds to
(i) repay the entire $406.1 million outstanding under our previous senior secured credit facility,
(ii) repay the entire $30.0 million outstanding under our asset-backed securitization facility and
terminate that facility, (iii) pay $14.8 million to terminate the interest rate swap agreements to
which we were a party and (iv) pay customary fees and other expenses relating to the facility. We
incurred transaction costs of approximately $4.0 million related to the Credit Agreement. These
costs were included in Intangible and other assets, net and are being amortized over the respective
facility terms. As a result of the amendment and restatement of our Credit Agreement, we expensed
$0.2 million of unamortized deferred financing costs associated with our refinanced debt, which is
reflected in Interest expense in our consolidated statement of operations.
As of December 31, 2010, we had undrawn capacity of $101.0 million under our revolving credit
facility.
The revolving credit facility bears interest at a base rate or LIBOR, at our option, plus an
applicable margin. The applicable margin, depending on our leverage ratio, varies (i) in the case
of LIBOR loans, from 2.25% to 3.25% or (ii) in the case of base rate loans, from 1.25% to 2.25%.
The base rate is the higher of the prime rate announced by Wells Fargo Bank, National Association,
the Federal Funds Rate plus 0.5% or one-month LIBOR plus 1.0%. At December 31, 2010, all amounts
outstanding under the revolving credit facility were LIBOR loans and the applicable margin was
2.5%. The weighted average interest rate on the outstanding balance of our revolving credit
facility at December 31, 2010, excluding the effect of interest rate swaps, was 2.8%.
The term loan bears interest at a base rate or LIBOR, at our option, plus an applicable margin. The
applicable margin, depending on our leverage ratio, varies (i) in the case of LIBOR loans, from
2.5% to 3.5% or (ii) in the case of base rate loans, from 1.5% to 2.5%. At December 31, 2010, all
amounts outstanding under the term loan were LIBOR loans and the applicable margin was 2.75%. The
average interest rate on the outstanding balance of the term loan at December 31, 2010, excluding
the effect of interest rate swaps, was 3.1%.
Borrowings under the Credit Agreement are secured by substantially all of the U.S. personal
property assets of us and our significant subsidiaries, including all of the membership interests
of our U.S. significant subsidiaries. Subject to certain conditions, at our request, and with the
approval of the administrative agent (as defined in the Credit Agreement), the aggregate
commitments under the Credit Agreement may be increased by an additional $150 million.
The Credit Agreement contains various covenants with which we must comply, including restrictions
on the use of proceeds from borrowings and limitations on our ability to incur additional
indebtedness, enter into transactions with affiliates, merge or consolidate, sell assets, make
certain investments and acquisitions, make loans, grant liens, repurchase equity and pay dividends
and distributions. We must maintain various consolidated financial
ratios, including a ratio of EBITDA (as defined in the Credit Agreement) to Total Interest Expense (as defined in the Credit
Agreement) of not less than 3.0 to 1.0 (which will decrease to 2.75 to 1.0 following the occurrence
of certain events specified in the 2010 Credit Agreement) and a ratio of Total Debt (as defined in
the Credit Agreement) to EBITDA of not greater than 4.75 to 1.0. The Credit Agreement allows for
our Total Debt to EBITDA ratio to be increased from 4.75 to 1.0 to 5.25 to 1.0 during a quarter
when an acquisition meeting certain thresholds is completed and for the following two quarters
after the acquisition closes. Therefore, because the August 2010 Contract Operations Acquisition
closed in the
F-17
third quarter of 2010, the maximum allowed ratio of Total Debt to EBITDA is 5.25 to 1.0 through
March 31, 2011, reverting to 4.75 to 1.0 for the quarter ending June 30, 2011 and subsequent
quarters. As of December 31, 2010, we maintained a 5.8 to 1.0 EBITDA to Total Interest Expense
ratio and a 3.7 to 1.0 Total Debt to EBITDA ratio. The Credit Agreement also contains various
covenants regarding mandatory prepayments from net cash proceeds of certain future asset transfers
or debt issuances. If we experience a material adverse effect on our assets, liabilities, financial
condition, business or operations that, taken as a whole, impact our ability to perform our
obligations under our senior secured credit facility, this could lead to a default under that
facility. As of December 31, 2010, we were in compliance with all financial covenants under the
Credit Agreement.
Asset-Backed Securitization Facility
In connection with the November 2009 Contract Operations Acquisition, we entered into an
asset-backed securitization facility, a portion of which was used to fund the transaction. In
connection with our entering into the 2010 Credit Agreement, we repaid the entire outstanding
balance under our asset-backed securitization facility and terminated that facility.
Long-term Debt Maturity Schedule
Contractual maturities of long-term debt (excluding interest to be accrued thereon) are as follows
(in thousands):
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
2011 |
|
$ |
|
|
2012 |
|
|
|
|
2013 |
|
|
|
|
2014 |
|
|
|
|
2015 |
|
|
449,000 |
|
Thereafter |
|
|
|
|
|
|
|
|
Total debt |
|
$ |
449,000 |
|
|
|
|
|
6. Partners Equity, Allocations and Cash Distributions
Units Outstanding
On September 13, 2010, Exterran Holdings closed a public underwritten offering of 5,290,000 common
units representing limited partner interests in us, including 690,000 common units sold pursuant to
an over-allotment option, at a price to the public of $21.60 per common unit. We did not sell any
common units in this offering and did not receive any proceeds from the sale of the common units by
Exterran Holdings. At the time we issued these units to Exterran Holdings, we agreed to pay certain
costs of a future public sale. These costs have been recorded as a reduction to partners capital.
Partners capital at December 31, 2010 consists of 27,363,451 common units outstanding, 4,743,750
subordinated units held by Exterran Holdings, collectively representing a 98% effective ownership
interest in us, and 653,318 general partner units representing a 2% general partner interest in us.
As of June 30, 2010, we met the requirements under our Partnership Agreement for early conversion
of 25% of these subordinated units into common units. Accordingly, in August 2010, 1,581,250
subordinated units owned by Exterran Holdings converted into common units.
As of December 31, 2010, Exterran Holdings owned 13,666,107 common units, 4,743,750 subordinated
units and 653,318 general partner units, collectively representing a 58% interest in us.
Common Units
During the subordination period, the common units will have the right to receive distributions of
available cash (as defined in the partnership agreement) from operating surplus in an amount equal
to the minimum quarterly distribution of $0.35 per quarter, plus any arrearages in the payment of
the minimum quarterly distribution on the common units from prior quarters, before any
distributions of available cash from operating surplus may be made on the subordinated units. The
purpose of the subordinated units is to increase the likelihood that during the subordination
period there will be available cash to be distributed on the common units. At our current stated
rate of distributions, the common units are not due any arrearages and all subordinated units have
received full distributions.
F-18
The common units have limited voting rights as set forth in our partnership agreement.
Subordinated Units
During the subordination period, the subordinated units have no right to receive distributions of
available cash from operating surplus until the common units receive distributions of available
cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.35 per
quarter, plus any arrearages in the payment of the minimum quarterly distribution on the common
units from prior quarters. No arrearages will be paid to subordinated units.
The subordinated units may convert to common units on a one-for-one basis when certain conditions
are met, which conditions are set forth in our partnership agreement.
The subordinated units have limited voting rights as set forth in our partnership agreement.
General Partner Units
The general partner units have the same rights to receive distributions of available cash from
operating surplus as the common units for each quarter. The general partner units also have the
right to receive incentive distributions of cash in excess of the minimum quarterly distributions.
The general partner units have the management rights set forth in our partnership agreement.
Cash Distributions
We will make distributions of available cash (as defined in our partnership agreement) from
operating surplus for any quarter during any subordination period in the following manner:
|
|
|
first, 98% to the common unitholders, pro rata, and 2% to our general partner, until we
distribute for each outstanding common unit an amount equal to the minimum quarterly
distribution for that quarter; |
|
|
|
|
second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we
distribute for each outstanding common unit an amount equal to any arrearages in payment of
the minimum quarterly distribution on the common units for any prior quarters during the
subordination period; |
|
|
|
|
third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner,
until we distribute for each subordinated unit an amount equal to the minimum quarterly
distribution for that quarter; |
|
|
|
|
fourth, 98% to all common and subordinated unitholders, pro rata, and 2% to our general
partner, until each unit has received a distribution of $0.4025; |
|
|
|
|
fifth, 85% to all common and subordinated unitholders, pro rata, and 15% to our general
partner, until each unit has received a distribution of $0.4375; |
|
|
|
|
sixth, 75% to all common and subordinated unitholders, pro rata, and 25% to our general
partner, until each unit has received a total of $0.525; and |
|
|
|
|
thereafter, 50% to all common and subordinated unitholders, pro rata, and 50% to our
general partner. |
F-19
The following table summarizes our distributions per unit for 2008, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution per |
|
|
|
|
|
|
|
|
Limited Partner |
|
|
Period Covering |
|
Payment Date |
|
Unit |
|
Total Distribution (1) |
1/1/2008 3/31/2008 |
|
May 14, 2008 |
|
$ |
0.4250 |
|
|
$ |
7.3 million |
4/1/2008 6/30/2008 |
|
August 14, 2008 |
|
|
0.4250 |
|
|
8.3 million |
7/1/2008 9/30/2008 |
|
November 14, 2008 |
|
|
0.4625 |
|
|
9.3 million |
10/1/2008 12/31/2008 |
|
February 13, 2009 |
|
|
0.4625 |
|
|
9.3 million |
1/1/2009 3/31/2009 |
|
May 15, 2009 |
|
|
0.4625 |
|
|
9.3 million |
4/1/2009 6/30/2009 |
|
August 14, 2009 |
|
|
0.4625 |
|
|
9.3 million |
7/1/2009 9/30/2009 |
|
November 13, 2009 |
|
|
0.4625 |
|
|
9.3 million |
10/1/2009 12/31/2009 |
|
February 12, 2010 |
|
|
0.4625 |
|
|
11.6 million |
1/1/2010 3/31/2010 |
|
May 11, 2010 |
|
|
0.4625 |
|
|
11.6 million |
4/1/2010 6/30/2010 |
|
August 10, 2010 |
|
|
0.4625 |
|
|
11.6 million |
7/1/2010 9/30/2010 |
|
November 9, 2010 |
|
|
0.4675 |
|
|
15.7 million |
10/1/2010 12/31/2010 |
|
February 14, 2011 |
|
|
0.4725 |
|
|
16.0 million |
|
|
|
(1) |
|
Including distributions to our general partner on its incentive
distribution rights. |
7. Unit-Based Compensation
Long-Term Incentive Plan
We have a long-term incentive plan that was adopted by Exterran GP LLC, the general partner of our
general partner, in October 2006 for employees, directors and consultants of us, Exterran Holdings
or our respective affiliates. The long-term incentive plan currently permits the grant of awards
covering an aggregate of 1,035,378 common units, common unit options, restricted units and phantom
units. The long-term incentive plan is administered by the board of directors of Exterran GP LLC or
a committee thereof (the Plan Administrator).
Unit options have an exercise price that is not less than the fair market value of the units on the
date of grant and become exercisable over a period determined by the Plan Administrator. Phantom
units are notional units that entitle the grantee to receive a common unit upon the vesting of the
phantom unit or, at the discretion of the Plan Administrator, cash equal to the fair value of a
common unit.
In October 2008, our long-term incentive plan was amended to allow us the option to settle any
exercised unit options in a cash payment equal to the fair market value of the number of common
units that we would otherwise issue upon exercise of such unit option less the exercise price and
any amounts required to meet withholding requirements.
The following table presents the unit-based compensation expense (income) included in our results
of operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Unit options |
|
$ |
|
|
|
$ |
(1 |
) |
|
$ |
(2,362 |
) |
Phantom units |
|
|
1,209 |
|
|
|
812 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
Total unit-based compensation expense (income)(1) |
|
$ |
1,209 |
|
|
$ |
811 |
|
|
$ |
(2,090 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes the chargeback of unit-based compensation expense (income) to
Exterran Holdings of $0.7 million, $0.7 million and $(0.6) million for
the years ended December 31, 2010, 2009 and 2008, respectively. |
We have granted unit options to individuals who are not our employees, but who are employees of
Exterran Holdings and its subsidiaries who provide services to us. We have also granted phantom
units to directors of Exterran GP LLC and to employees of Exterran Holdings and its subsidiaries.
Because we grant unit options and phantom units to non-employees, we are required to re-measure the
fair value of these unit options and phantom units each period and record a cumulative adjustment
of the expense previously recognized. We recorded $0.3 million and $0.2 million in SG&A expense
related to the re-measurement of fair value of the phantom units for the years ended December 31,
2010 and 2009, respectively. We recorded a reduction to expense of $3.9 million for the year ended
December 31, 2008 related to the re-measurement of fair value of the unit options and phantom
units.
F-20
Unit Options
All unit options vested and became exercisable on January 1, 2009, and expired on December 31,
2009.
As of December 31, 2010 and 2009, we had no unit options outstanding.
Phantom Units
During the year ended December 31, 2010, we granted 42,851 phantom units to officers and directors
of Exterran GP LLC and certain employees of Exterran Holdings and its subsidiaries, which vest 33
1/3% on each of the first three anniversaries of the grant date.
Exterran GP LLCs practice is to grant equity-based awards (i) to its officers once a year, in late
February or early March around the time the compensation committee of the board of directors of
Exterran Holdings grants equity-based awards to Exterran Holdings officers, and (ii) to its
directors once a year in October or November, around the anniversary of our initial public
offering. The schedule for making equity-based awards is typically established several months in
advance and is not set based on knowledge of material nonpublic information or in response to our
unit price. This practice results in awards being granted on a regular, predictable annual cycle.
Equity-based awards are occasionally granted at other times during the year, such as upon the
hiring of a new employee or following the promotion of an employee. In some instances, Exterran GP
LLCs board of directors may be aware, at the time grants are made, of matters or potential
developments that are not ripe for public disclosure at that time but that may result in public
announcement of material information at a later date.
The following table presents phantom unit activity for 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant-Date |
|
|
|
Phantom |
|
|
Fair Value |
|
|
|
Units |
|
|
per Unit |
|
Phantom units outstanding, December 31, 2009 |
|
|
91,124 |
|
|
$ |
17.06 |
|
Granted |
|
|
42,851 |
|
|
|
22.94 |
|
Vested |
|
|
(33,373 |
) |
|
|
18.18 |
|
Cancelled |
|
|
(2,065 |
) |
|
|
17.26 |
|
|
|
|
|
|
|
|
|
Phantom units outstanding, December 31, 2010 |
|
|
98,537 |
|
|
$ |
19.23 |
|
|
|
|
|
|
|
|
As of December 31, 2010, $1.3 million of unrecognized compensation cost related to unvested phantom
units is expected to be recognized over the weighted-average period of 1.5 years.
8. Accounting for Interest Rate Swap Agreements
We are exposed to market risks primarily associated with changes in interest rates. We use
derivative financial instruments to minimize the risks and costs associated with financial
activities by managing our exposure to interest rate fluctuations on a portion of our debt
obligations. We do not use derivative financial instruments for trading or other speculative
purposes.
Interest Rate Risk
At December 31, 2010, we were party to interest rate swaps pursuant to which we pay fixed
payments and receive floating payments on a notional value of $250.0 million. The total notional
value at December 31, 2010 includes an interest rate swap with a notional value of $125.0 million
at 1.8% that is effective beginning on February 1, 2011. We entered into these swaps to offset
changes in expected cash flows due to fluctuations in the associated variable interest rates. Our
interest rate swaps expire in November 2015. As of December 31, 2010, the weighted average
effective fixed interest rate on our interest rate swaps, including the notional value of $125.0
million that is effective beginning on February 1, 2011, was 1.8%. We have designated these
interest rate swaps as cash flow hedging instruments so that any change in their fair values is
recognized as a component of comprehensive income and is included in accumulated other
comprehensive loss to the extent the hedge is effective. The swap terms substantially coincide with
the hedged item and are expected to offset changes in expected cash flows due to fluctuations in
the variable rate, and, therefore, we currently do not expect a significant amount of ineffectiveness on these hedges. We perform quarterly calculations
to determine whether the swap agreements are still effective and to calculate any ineffectiveness.
For the years ended December 31, 2010 and 2009, there was no ineffectiveness related to interest
rate swaps. We estimate that $14.1 million of deferred pre-tax losses from the interest rate swaps
will be realized as an expense during the next twelve months. Cash flows from derivatives
designated as hedges are classified in our
F-21
consolidated statements of cash flows under the same category as the cash flows from the
underlying assets, liabilities or anticipated transactions.
In November 2010, we paid $14.8 million to terminate interest rate swap agreements with a total
notional value of $285.0 million and a weighted average rate of 4.4%. These swaps qualified for
hedge accounting and were previously included on our balance sheet as a liability and in
accumulated other comprehensive income (loss). The liability was paid in connection with the
termination and the associated amount in accumulated other comprehensive income (loss) will be amortized into
interest expense over the original term of the swaps.
The following tables present the effect of derivative instruments on our consolidated financial
position and results of operations (in thousands):
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
|
|
|
Fair Value |
|
|
|
Balance Sheet Location |
|
Asset (Liability) |
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
Interest rate hedges |
|
Interest rate swaps |
|
$ |
5,769 |
|
Interest rate hedges |
|
Current portion of interest rate swaps |
|
|
(3,112 |
) |
|
|
|
|
|
|
Total derivatives |
|
|
|
$ |
2,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
Fair Value |
|
|
|
Balance Sheet Location |
|
Asset (Liability) |
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
Interest rate hedges |
|
Interest rate swaps |
|
$ |
262 |
|
Interest rate hedges |
|
Current portion of interest rate swaps |
|
|
(9,229 |
) |
Interest rate hedges |
|
Interest rate swaps |
|
|
(6,668 |
) |
|
|
|
|
|
|
Total derivatives |
|
|
|
$ |
(15,635 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010 |
|
|
|
|
|
|
Location of Gain |
|
Gain (Loss) |
|
|
Gain (Loss) |
|
(Loss) Reclassified |
|
Reclassified from |
|
|
Recognized in Other |
|
from Accumulated |
|
Accumulated Other |
|
|
Comprehensive |
|
Other Comprehensive |
|
Comprehensive |
|
|
Income (Loss) on |
|
Income (Loss) into |
|
Income (Loss) into |
|
|
Derivatives |
|
|
Income (Loss) |
|
|
Income (Loss) |
|
Derivatives designated as cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate hedges |
|
$ |
(5,474 |
) |
|
Interest expense |
|
$ |
(11,658 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009 |
|
|
|
|
|
|
Location of Gain |
|
Gain (Loss) |
|
|
Gain (Loss) |
|
(Loss) Reclassified |
|
Reclassified from |
|
|
Recognized in Other |
|
from Accumulated |
|
Accumulated Other |
|
|
Comprehensive |
|
Other Comprehensive |
|
Comprehensive |
|
|
Income (Loss) on |
|
Income (Loss) into |
|
Income (Loss) into |
|
|
Derivatives |
|
Income (Loss) |
|
Income (Loss) |
Derivatives designated as cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate hedges |
|
$ |
(7,460 |
) |
|
Interest expense |
|
$ |
(9,512 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The counterparties to our derivative agreements are major international financial institutions. We
monitor the credit quality of these financial institutions and do not expect non-performance by any
counterparty, although such non-performance could have a material adverse effect on us. We have no
specific collateral posted for our derivative instruments. The counterparties to our interest rate
swaps are also lenders under our credit facility and, in that capacity, share proportionally in the
collateral pledged under the credit facility.
F-22
9. Fair Value of Interest Rate Swaps
The Financial Accounting Standards Board (FASB) accounting standard for fair value measurements
and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into the following three broad categories.
|
|
|
Level 1 Quoted unadjusted prices for identical instruments in active markets to which
we have access at the date of measurement. |
|
|
|
|
Level 2 Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable in
active markets. Level 2 inputs are those in markets for which there are few transactions,
the prices are not current, little public information exists or prices vary substantially
over time or among brokered market makers. |
|
|
|
|
Level 3 Model derived valuations in which one or more significant inputs or
significant value drivers are unobservable. Unobservable inputs are those inputs that
reflect our own assumptions regarding how market participants would price the asset or
liability based on the best available information. |
The following table summarizes the valuation of our interest rate swaps and impaired long-lived
assets as of and for the year ended December 31, 2010 with pricing levels as of the date of
valuation (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Market |
|
|
|
|
|
Significant |
|
|
|
|
|
|
Prices in Active |
|
Significant Other |
|
Unobservable |
|
|
|
|
|
|
Markets |
|
Observable Inputs |
|
Inputs |
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
Interest rate swaps asset |
|
$ |
2,657 |
|
|
$ |
|
|
|
$ |
2,657 |
|
|
$ |
|
|
Impaired long-lived assets |
|
|
12,819 |
|
|
|
|
|
|
|
|
|
|
|
12,819 |
|
The following table summarizes the valuation of our interest rate swaps and impaired long-lived
assets as of and for the year ended December 31, 2009 with pricing levels as of the date of
valuation (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Market |
|
|
|
|
|
Significant |
|
|
|
|
|
|
Prices in Active |
|
Significant Other |
|
Unobservable |
|
|
|
|
|
|
Markets |
|
Observable Inputs |
|
Inputs |
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
Interest rate swaps liability |
|
$ |
(15,635 |
) |
|
$ |
|
|
|
$ |
(15,635 |
) |
|
$ |
|
|
Impaired long-lived assets |
|
|
215 |
|
|
|
|
|
|
|
|
|
|
|
215 |
|
Our interest rate swaps are recorded at fair value utilizing a combination of the market and income
approach to fair value. We use discounted cash flows and market based methods to compare similar
interest rate swaps. Our estimate of the fair value of the impaired long-lived assets was based on
the expected net sale proceeds as compared to other fleet units we have recently sold, as well as
our review of other units that were recently for sale by third parties or the estimated component
value of the equipment that we plan to use.
10. Long-lived Asset Impairment
During December 2010, we completed an evaluation of our longer-term strategies and, as a result,
determined to retire and sell approximately 370 idle compressor units, or approximately 117,000
horsepower, that were previously used to provide services in our business. As a result of our
decision to sell these compressor units, we performed an impairment review and based on that
review, have recorded a $24.6 million asset impairment to reduce the book value of each unit to its
estimated fair value. The fair value of each unit was estimated based on the expected net sale
proceeds as compared to other fleet units we have recently sold, as well as our review of other
units that were recently for sale by third parties.
This decision is part of our longer-term strategy to upgrade our fleet. As part of this strategy,
we also currently plan to invest more than we have in the recent past to add newly built compressor
units to our fleet. We expect to focus this investment on key growth areas, including providing
compression and processing services to producers of natural gas from shale plays and natural gas
liquids.
F-23
As a result of a decline in market conditions during 2010 and 2009, we reviewed our idle
compression fleet for units that were not of the type, configuration, make or model that are cost
effective to maintain and operate. We performed a cash flow analysis of the expected proceeds from
the salvage value of these units to determine the fair value of the assets. The net book value of
these assets exceeded the fair value by $0.4 million and $3.2 million, respectively, for the years
ended December 31, 2010 and 2009, and was recorded as a long-lived asset impairment.
11. 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. The net tax basis in our assets and
liabilities is less than the reported amounts on the financial statements by approximately $219.0
million as of December 31, 2010. Certain states impose an entity-level income tax on partnerships.
We are subject to income taxes in Texas and Michigan.
The following table reconciles net income, as reported, to our U.S. federal partnership taxable
income (loss) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Net income (loss), as reported |
|
$ |
(23,333 |
) |
|
$ |
14,784 |
|
|
$ |
29,847 |
|
Book/tax depreciation and amortization adjustment |
|
|
7,524 |
|
|
|
(37,742 |
) |
|
|
(612 |
) |
Book/tax adjustment for unit based compensation expense (income) |
|
|
1,209 |
|
|
|
811 |
|
|
|
(2,090 |
) |
Book/tax adjustment for interest rate swap terminations |
|
|
(12,386 |
) |
|
|
|
|
|
|
|
|
Other temporary differences |
|
|
2,212 |
|
|
|
2,728 |
|
|
|
2,357 |
|
Other permanent differences |
|
|
4 |
|
|
|
16 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
U.S. federal partnership taxable income (loss) |
|
$ |
(24,770 |
) |
|
$ |
(19,403 |
) |
|
$ |
29,514 |
|
|
|
|
|
|
|
|
|
|
|
Exterran Holdings had an internal restructuring on May 31, 2008 which represented a sale or
exchange of 50% or more of our capital and profits interests and therefore resulted in a technical
termination of the Partnership for U.S. federal income tax purposes on such date. The technical
termination did not affect our consolidated financial statements nor did it affect our
classification as a partnership or otherwise affect the nature or extent of our qualifying income
for U.S. federal income tax purposes. Our taxable year for all unitholders ended on May 31, 2008
and resulted in a deferral of depreciation deductions that were otherwise allowable in computing
the taxable income of our unitholders. We believe that the deferral of depreciation deductions
resulted in increased taxable income (or reduced taxable loss) to certain of our unitholders in
2008.
The following additional allocations and adjustments (which are not reflected in the reconciliation
because they do not affect our total taxable income) may also affect the amount of taxable income
or loss allocated to a unitholder:
|
|
|
Internal Revenue Code (IRC) Section 704(c) Allocations: We make special allocations
under IRC Section 704(c) to eliminate the disparity between a unitholders U.S. GAAP capital
account (credited with the fair market value of contributed property or the investment) and
tax capital account (credited with the investors tax basis). The effect of such allocations
will be to either increase or decrease a unitholders share of depreciation, amortization
and/or gain or loss on the sale of assets. |
|
|
|
IRC Section 743(b) Basis Adjustments: Because we have made the election provided for by
IRC Section 754, we adjust each unitholders basis in our assets (inside basis) pursuant to
IRC Section 743(b) to reflect their purchase price (outside basis). The Section 743(b)
adjustment belongs to a particular unitholder and not to other unitholders. Basis
adjustments such as this give rise to income and deductions by reference to the portion of
each transferee unitholders purchase price attributable to each of our assets. The effect
of such adjustments will be to either increase or decrease a unitholders share of
depreciation, amortization and/or gain or loss on sale of assets. |
|
|
|
Gross Income and Loss Allocations: To maintain the uniformity of the economic and tax
characteristics of our units, we will sometimes make a special allocation of income or loss
to a unitholder. Any such allocations of income or loss will decrease or increase,
respectively, our distributive taxable income. |
F-24
12. Commitments and Contingencies
In the ordinary course of business, we are involved in various pending or threatened legal
actions. In the opinion of management, the amount of ultimate liability, if any, with respect to
these actions will not have a material adverse effect on our consolidated financial position,
results of operations or cash flows; however, because of the inherent uncertainty of litigation, we
cannot provide assurance that the resolution of any particular claim or proceeding to which we are
a party will not have a material adverse effect on our consolidated financial position, results of
operations or cash flows for the period in which that resolution occurs.
13. Selected Quarterly Financial Data (Unaudited)
In the opinion of management, the summarized quarterly financial data below (in thousands, except
per unit amounts) contains all appropriate adjustments, all of which are normally recurring
adjustments, considered necessary to present fairly our financial position and the results of
operations for the respective periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
June 30, |
|
|
September 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2010 |
|
|
2010 |
|
|
2010(1) |
|
Revenue |
|
$ |
52,710 |
|
|
$ |
53,790 |
|
|
$ |
62,721 |
|
|
$ |
68,415 |
|
Gross profit(3) |
|
|
15,025 |
|
|
|
13,174 |
|
|
|
15,468 |
|
|
|
(6,409 |
) |
Net income (loss) |
|
|
1,426 |
|
|
|
(1,345 |
) |
|
|
83 |
|
|
|
(23,497 |
) |
Earnings (loss) per common and subordinated unit basic |
|
$ |
0.05 |
|
|
$ |
(0.07 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.73 |
) |
Earnings (loss) per common and subordinated unit diluted |
|
|
0.05 |
|
|
|
(0.07 |
) |
|
|
(0.01 |
) |
|
|
(0.73 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
June 30, |
|
|
September 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2009(2) |
|
|
2009 |
|
|
2009 |
|
Revenue |
|
$ |
48,233 |
|
|
$ |
45,077 |
|
|
$ |
41,317 |
|
|
$ |
47,102 |
|
Gross profit(3) |
|
|
17,873 |
|
|
|
13,410 |
|
|
|
12,669 |
|
|
|
15,493 |
|
Net income |
|
|
6,721 |
|
|
|
2,738 |
|
|
|
2,008 |
|
|
|
3,317 |
|
Earnings per common and subordinated unit basic |
|
$ |
0.33 |
|
|
$ |
0.13 |
|
|
$ |
0.09 |
|
|
$ |
0.13 |
|
Earnings per common and subordinated unit diluted |
|
|
0.33 |
|
|
|
0.13 |
|
|
|
0.09 |
|
|
|
0.13 |
|
|
|
|
(1) |
|
During the fourth quarter of 2010, we recorded a long-lived asset impairment charge of $24.6 million. |
|
(2) |
|
During the second quarter of 2009, we recorded a long-lived asset impairment charge of $3.0 million. |
|
(3) |
|
Gross profit is defined as revenue less cost of sales and direct depreciation and amortization
expense and long-lived asset impairment charges. |
F-25
EXTERRAN PARTNERS, L.P.
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Charged to |
|
|
|
|
|
|
Balance at |
|
|
|
Beginning |
|
|
Costs and |
|
|
|
|
|
|
End of |
|
Item |
|
of Period |
|
|
Expenses(1) |
|
|
Deductions(2) |
|
|
Period |
|
Allowance for doubtful accounts deducted from accounts receivable in the balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
$ |
714 |
|
|
$ |
1,292 |
|
|
$ |
(774 |
) |
|
$ |
1,232 |
|
December 31, 2009 |
|
|
230 |
|
|
|
627 |
|
|
|
(143 |
) |
|
|
714 |
|
December 31, 2008 |
|
|
86 |
|
|
|
159 |
|
|
|
(15 |
) |
|
|
230 |
|
|
|
|
(1) |
|
Amounts accrued for uncollectibility |
|
(2) |
|
Uncollectible accounts written off, net of recoveries |
S-1
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.
|
|
|
|
|
|
Exterran Partners, L.P.
|
|
|
By: |
Exterran General Partner, L.P. its General Partner
|
|
|
|
|
|
By: |
Exterran GP LLC its General Partner
|
|
|
|
|
|
By: |
/s/ Ernie L. Danner
|
|
|
|
Ernie L. Danner |
|
|
|
Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Date: February 24, 2011 |
|
II-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Ernie L. Danner, Michael J. Aaronson, J. Michael Anderson and Donald C. Wayne, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and
all amendments to this Report, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully to all said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities indicated on
February 22, 2011.
|
|
|
Name |
|
Title |
|
|
|
|
|
Chief Executive Officer and Chairman
of the Board, Exterran GP LLC, as |
Ernie L. Danner
|
|
General Partner of Exterran General
Partner, L.P., as General Partner of
Exterran Partners, L.P. (Principal
Executive Officer) |
|
|
|
|
|
Vice President, Chief Financial
Officer and Director, Exterran GP LLC, |
Michael J. Aaronson
|
|
as General Partner of Exterran General
Partner, L.P., as General Partner of
Exterran Partners, L.P. (Principal
Financial Officer) |
|
|
|
|
|
Vice President, Finance and
Accounting, Exterran GP LLC, as |
Kenneth R. Bickett
|
|
General Partner of Exterran General
Partner, L.P., as General Partner of
Exterran Partners, L.P. (Principal
Accounting Officer) |
|
|
|
|
|
Senior Vice President and Director,
Exterran GP LLC, as General Partner of |
J. Michael Anderson
|
|
Exterran General Partner, L.P., as
General Partner of Exterran Partners,
L.P. |
|
|
|
|
|
Senior Vice President and Director,
Exterran GP LLC, as General Partner of |
D. Bradley Childers
|
|
Exterran General Partner, L.P., as
General Partner of Exterran Partners,
L.P. |
|
|
|
|
|
Senior Vice President and Director,
Exterran GP LLC, as General Partner of |
Daniel K. Schlanger
|
|
Exterran General Partner, L.P., as
General Partner of Exterran Partners,
L.P. |
|
|
|
|
|
Director, Exterran GP LLC, as General
Partner of Exterran General Partner, |
David S. Miller
|
|
L.P., as General Partner of Exterran
Partners, L.P. |
|
|
|
|
|
Director, Exterran GP LLC, as General
Partner of Exterran General Partner, |
James G. Crump
|
|
L.P., as General Partner of Exterran
Partners, L.P. |
|
|
|
|
|
Director, Exterran GP LLC, as General
Partner of Exterran General Partner, |
G. Stephen Finley
|
|
L.P., as General Partner of Exterran
Partners, L.P. |
|
|
|
/s/ EDMUND P. SEGNER, III
|
|
Director, Exterran GP LLC, as General
Partner of Exterran General Partner, |
Edmund P. Segner, III
|
|
L.P., as General Partner of Exterran
Partners, L.P. |
II-2