The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Financial Statements and the notes thereto included in this Quarterly Report on Form 10-Q and in conjunction with our 2019 Form 10-K.

Overview

We are an energy infrastructure company with a pure-play focus on midstream natural gas compression. We are the leading provider of natural gas compression services to customers in the oil and natural gas industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. We operate in two business segments: contract operations and aftermarket services. Our contract operations services primarily include designing, sourcing, owning, installing, operating, servicing, repairing and maintaining our owned fleet of natural gas compression equipment to provide natural gas compression services to our customers. In our aftermarket services business, we sell parts and components and provide operations, maintenance, overhaul and reconfiguration services to customers who own compression equipment.



Recent Business Developments

2022 Notes Redemption

On April 1, 2020, we repaid the 2022 Notes with borrowings from our Credit Facility. See Note 24 ("Subsequent Events") to our Financial Statements for further details of this transaction.

COVID-19 Pandemic

During the three months ended March 31, 2020 and continuing through the date of this filing, the COVID-19 pandemic has caused a deterioration in global macroeconomic conditions, including a collapse in the demand for oil coupled with an oversupply of oil, which has commenced substantial spending cuts by our customers and a decline in production. This global response to the pandemic has significantly impacted our market capitalization and estimates of future revenues and cash flows.

The key driver of our business is the production of U.S. crude oil and natural gas. Approximately 70% of our operating fleet is deployed for midstream natural gas gathering applications with the remaining fleet being used in wellhead and gas lift applications to enhance oil production. Changes in oil and natural gas production spending therefore typically result in changes in demand for our services. According to the EIA's April 2020 Short-Term Energy Outlook, both crude oil and dry natural gas production are now expected to decline in 2020 and 2021 as the result of the decrease in commodity prices and demand. U.S. crude oil production is estimated to decrease 4% in 2020 and decline an additional 6% in 2021. U.S. dry natural gas production is estimated to decrease 1% in 2020 and decline an additional 5% in 2021, though with a rise estimated to begin in the second half of 2021 in response to higher prices.

Substantial spending cuts for 2020 have been announced by our customers as a result of the significant and estimated declines in oil and natural gas prices and demand, however, the timing of the impact of the spending cuts on production remain difficult to predict, as does the magnitude and duration of the pandemic and resulting economic downturn. In anticipation of lower customer activity levels, we implemented a plan in the second quarter of 2020 to reduce our 2020 operating, corporate and capital costs by between $75 million and $85 million. Horsepower, utilization and revenue are also expected to decline in 2020 as compared to 2019 in both our contract operations and aftermarket services businesses.

The impact of the COVID-19 pandemic on our first quarter 2020 results is primarily visible in the $99.8 million non-cash impairment of our goodwill and the impairment's resulting impact on income taxes. See Note 8 ("Goodwill") and Note 16 ("Income Taxes") to our Financial Statements for further discussion.



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Operating Highlights

The following table summarizes our available and operating horsepower and horsepower utilization (in thousands, except percentages):




                                                  Three Months Ended
                                                      March 31,
                                                   2020         2019
Total available horsepower (at period end)(1)       4,386        4,035
Total operating horsepower (at period end)(2)       3,883        3,561
Average operating horsepower                        3,914        3,545
Horsepower utilization:
Spot (at period end)                                   89 %         88 %
Average                                                89 %         89 %

(1) Defined as idle and operating horsepower. New compressors completed by a

third party manufacturer that have been delivered to us are included in the

fleet.

(2) Defined as horsepower that is operating under contract and horsepower that is

idle but under contract and generating revenue such as standby revenue.

Non-GAAP Financial Measures

Management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measure of gross margin.

We define gross margin as total revenue less cost of sales (excluding depreciation and amortization). Gross margin is included as a supplemental disclosure because it is a primary measure used by our management to evaluate the results of revenue and cost of sales (excluding depreciation and amortization), which are key components of our operations. We believe gross margin is important because it focuses on the current operating 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, our financing methods and income taxes. In addition, depreciation and amortization may not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs of 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 other entities 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 SG&A, depreciation and amortization, impairments, restatement and other charges, restructuring charges, interest expense, transaction-related costs, gain (loss) on sale of assets, net, other income (loss), net, provision for (benefit from) income taxes and loss from discontinued operations, net of tax. 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 is necessary 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.



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The following table reconciles net income (loss) to gross margin (in thousands):




                                                   Three Months Ended
                                                       March 31,
                                                    2020         2019
Net income (loss)                                $ (61,187)    $  19,456
Selling, general and administrative                  30,626       28,989
Depreciation and amortization                        49,822       44,106
Long-lived asset impairment                           6,195        3,092
Goodwill impairment                                  99,830            -
Restatement and other charges                             -          421
Restructuring charges                                 1,728            -
Interest expense                                     29,665       23,617
Transaction-related costs                                 -          180
(Gain) loss on sale of assets, net                  (4,116)           16
Other income, net                                     (555)        (221)
Benefit from income taxes                          (15,953)      (2,407)
Loss from discontinued operations, net of tax             -          273
Gross margin                                     $  136,055    $ 117,522

Financial Results of Operations

Summary of Results

Revenue. Revenue was $249.7 million and $236.2 million during the three months ended March 31, 2020 and 2019, respectively. The increase in revenue was due to an increase in revenue from our contract operations business, partially offset by a decrease in revenue from our aftermarket services business. See "Contract Operations" and "Aftermarket Services" below for further details.

Net income (loss). We had a net loss of $61.2 million and net income of $19.5 million during the three months ended March 31, 2020 and 2019, respectively. The change from net income to net loss was primarily driven by goodwill impairment of $99.8 million and increases in interest expense, depreciation and amortization and long-lived asset impairment, partially offset by increases in gross margin from our contract operations business and benefit from income taxes and the change in (gain) loss on sale of assets, net.

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019



                              Contract Operations

                             (dollars in thousands)


                                                         Three Months Ended
                                                             March 31,            Increase
                                                         2020         2019       (Decrease)
Revenue                                                $ 206,974    $ 182,507            13 %
Cost of sales (excluding depreciation and
amortization expense)                                     78,651       74,735             5 %
Gross margin                                           $ 128,323    $ 107,772            19 %
Gross margin percentage (1)                                   62 %         59 %           3 %

(1) Defined as gross margin divided by revenue.




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The increase in revenue during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to an increase in contract operations rates driven by increased customer demand in 2019 and $20.1 million of revenue associated with the compression assets acquired in the Elite Acquisition, partially offset by a decrease in average operating horsepower (excluding the horsepower acquired in the Elite Acquisition) driven by sales of compression assets completed since the first quarter of 2019.

Gross margin increased during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily due to the increase in revenue mentioned above, partially offset by a smaller increase in cost of sales. The increase in cost of sales was primarily driven by increases in maintenance and lube oil expense associated with the horsepower acquired in the Elite Acquisition, as well as an increase in freight expense associated with mobilization and demobilization activity.

Gross margin percentage increased during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily due to the increase in contract operations rates mentioned above.



                              Aftermarket Services

                             (dollars in thousands)


                                                         Three Months Ended
                                                             March 31,            Increase
                                                          2020         2019      (Decrease)
Revenue                                                $   42,723    $ 53,652          (20) %
Cost of sales (excluding depreciation and
amortization expense)                                      34,991      43,902          (20) %
Gross margin                                           $    7,732    $  9,750          (21) %
Gross margin percentage                                        18 %        18 %           - %



The decrease in revenue during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to decreases in service activities and parts sales as customers continued the deferral of maintenance activities that began in the second quarter of 2019.

Gross margin decreased during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 due to the decrease in revenue mentioned above, partially offset by a slightly smaller decrease in cost of sales. The decrease in cost of sales was primarily driven by the decrease in service activities and parts sales.



                               Costs and Expenses

                             (dollars in thousands)


                                         Three Months Ended
                                             March 31,
                                          2020         2019

Selling, general and administrative $ 30,626 $ 28,989 Depreciation and amortization

              49,822      44,106
Long-lived asset impairment                 6,195       3,092
Goodwill impairment                        99,830           -
Restatement and other charges                   -         421
Restructuring charges                       1,728           -
Interest expense                           29,665      23,617
Transaction-related costs                       -         180
(Gain) loss on sale of assets, net        (4,116)          16
Other income, net                           (555)       (221)




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Selling, general and administrative. The increase in SG&A during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to a $0.5 million increase in costs related to our process and technology transformation project, a $0.5 million increase in costs associated with software and cloud subscriptions not yet commenced in the first quarter of 2019, including those related to our technology transformation project and contracts acquired in the Elite Acquisition, a $0.5 million increase in sales and use tax and a $0.3 million increase in bad debt expense.

Depreciation and amortization. The increase in depreciation and amortization expense during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to an increase in depreciation expense associated with fixed assets acquired in the Elite Acquisition as well as other fixed asset additions during 2019, partially offset by a decrease in depreciation expense resulting from certain assets reaching the end of their depreciable lives as well as the impact of asset impairments and compression asset sales during 2019.

Long-lived asset impairment. During the three months ended March 31, 2020 and 2019, we reviewed the future deployment of our idle compressors for units that were not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. In addition, we evaluated for impairment idle units that had been culled from our fleet in prior years and were available for sale. See Note 14 ("Long-Lived Asset Impairment") to our Financial Statements for further details.

The following table presents the results of our impairment review, as recorded to our contract operations segment (dollars in thousands):




                                                                 Three Months Ended
                                                                     March 31,
                                                                  2020         2019
Idle compressors retired from the active fleet                         85           20

Horsepower of idle compressors retired from the active fleet

                                                              23,000       15,000
Impairment recorded on idle compressors retired from the
active fleet                                                   $    6,195    $   3,092

Goodwill impairment. During the three months ended March 31, 2020, we recorded $99.8 million of goodwill impairment due to the decline in the fair value of our contract operations reporting unit. See Note 8 ("Goodwill") to our Financial Statements for further details.

Restructuring charges. During the three months ended March 31, 2020, we recorded $1.7 million of severance costs related to restructuring activities completed in the first quarter of 2020. See Note 15 ("Restructuring Charges") to our Financial Statements for further details.

Interest expense. The increase in interest expense during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was due to increases in the average outstanding balance of long-term debt and the weighted average effective interest rate.

(Gain) loss on sale of assets, net. The change in (gain) loss on sale of assets, net was primarily due to a $3.2 million gain on the March 2020 Disposition in the first quarter of 2020, which included a $4.8 million gain on the compression assets sold, as well as a $0.6 million increase in gains recognized on the sale of transportation and shop equipment in the three months ended March 31, 2020 as compared to the three months ended March 31, 2019.



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                           Benefit from Income Taxes

                             (dollars in thousands)


                               Three Months Ended
                                   March 31,             Increase
                                2020         2019       (Decrease)
Benefit from income taxes    $ (15,953)    $ (2,407)           563 %
Effective tax rate                   21 %       (14) %          35 %



The increase in benefit from income taxes was primarily due to the tax effect of the decrease in book income during the three months ended March 31, 2020 compared to the three months ended March 31, 2019, partially offset by a reduction in a valuation allowance and the release of an unrecognized tax benefit due to the settlement of a tax audit recorded during the three months ended March 31, 2019. See Note 16 ("Income Taxes") to our Financial Statements for further details of the tax impact on the decrease in book income.

Liquidity and Capital Resources

Overview

Our ability to fund operations, finance capital expenditures and pay dividends depends on the levels of our operating cash flows and access to the capital and credit markets. Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under the Credit Facility. Our cash flow is affected by numerous factors including prices and demand for our services, oil and natural gas exploration and production spending, conditions in the financial markets and other factors. In the first quarter of 2020 and continuing through the date of this filing, the COVID-19 pandemic has caused a deterioration in global macroeconomic conditions, which has significantly impacted our estimates of future revenues and cash flows. However, we have no near-term maturities and do not expect borrowing availability under the Credit Facility to be significantly restricted by any of our covenants. We believe that our operating cash flows and borrowings under the Credit Facility will be sufficient to meet our future liquidity needs.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Capital Requirements

Our contract operations business is capital intensive, requiring significant investment to maintain and upgrade existing operations. Our capital spending is primarily dependent on the demand for our contract operations services and the availability of the type of compression equipment required for us to provide those contract operations services to our customers. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of, the following:

growth capital expenditures, which are 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; and

maintenance capital expenditures, which are made to maintain the existing

? operating capacity of our assets and related cash flows, further extending the

useful lives of the assets.




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The majority of our growth capital expenditures are related to the acquisition cost of new compressors that we add to our fleet. In addition to the cost of newly-acquired compressors, growth capital expenditures can also include the upgrading of major components on an existing compression package where the current configuration of the compression package is no longer in demand and the compressor is not likely to return to an operating status without the capital expenditures. These latter expenditures substantially modify the operating parameters of the compression package such that it can be used in applications for which it previously was not suited. Maintenance capital expenditures are related to major overhauls of significant components of a compression package, such as the engine, compressor and cooler, which return the components to a like-new condition, but do not modify the applications for which the compression package was designed.

We generally invest funds necessary to purchase fleet additions when our idle equipment cannot be reconfigured to economically fulfill a project's requirements and the new equipment expenditure is expected to generate economic returns over its expected useful life that exceed our cost of capital. In response to the impact that we anticipate the COVID-19 pandemic will have on our customer demand, we have decreased our planned capital expenditures for 2020, and currently plan to spend a total of approximately $140 million to $170 million, primarily consisting of approximately $70 million to $90 million for growth capital expenditures and approximately $47 million to $53 million for maintenance capital expenditures.

Financial Resources

Revolving Credit Facility

During the three months ended March 31, 2020 and 2019, the Credit Facility had an average daily balance of $508.4 million and $808.8 million, respectively. The weighted average annual interest rate on the outstanding balance under the Credit Facility, excluding the effect of interest rate swaps, was 3.4% and 4.3% at March 31, 2020 and December 31, 2019, respectively. As of March 31, 2020, there were $13.7 million letters of credit outstanding under the Credit Facility. We must maintain certain consolidated financial ratios as defined in our Credit Facility agreement. As a result of these ratio requirements, $651.4 million of the $755.3 million of undrawn capacity was available for additional borrowings as of March 31, 2020. As of March 31, 2020, we were in compliance with all covenants under the Credit Facility.

2022 Notes Redemption

On April 1, 2020, the 2022 Notes were redeemed at 100% of their $350.0 million aggregate principal amount plus accrued and unpaid interest of $10.5 million with borrowings from the Credit Facility. A debt extinguishment loss of approximately $4.0 million related to the redemption will be recognized in the second quarter of 2020. See Note 24 ("Subsequent Events") to our Financial Statements for further details.

Cash Flows



Our cash flows from operating, investing and financing activities, as reflected
in our condensed consolidated statements of cash flows, are summarized below (in
thousands):


                                                Three Months Ended
                                                    March 31,
                                                2020          2019
Net cash provided by (used in):
Operating activities                         $   99,129    $    81,400
Investing activities                           (44,141)      (121,304)
Financing activities                           (55,452)         36,002

Net decrease in cash and cash equivalents $ (464) $ (3,902)






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Operating Activities

The increase in net cash provided by operating activities during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to the increase in revenue from our contract operations business, the decrease in costs of sales of our aftermarket services business, an increase in accounts payable and other liabilities and a decrease in accounts receivable. These cash inflows were partially offset by the receipt of cash proceeds in the first quarter of 2019 pursuant to a settlement of certain sales and use tax audits and an increase in interest paid on our debt instruments in the first quarter of 2020 as compared to the first quarter of 2019.

Investing Activities

The decrease in net cash used in investing activities during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to a $60.8 million decrease in capital expenditures and the receipt of proceeds of $24.2 million from the March 2020 Disposition in the first quarter of 2020, partially offset by an $8.6 million decrease in proceeds from other sales of property, plant and equipment.

Financing Activities

The change in net cash provided by (used in) financing activities during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to $32.0 million of net repayments of long-term debt in 2020 compared to $61.0 million of net borrowings in 2019 and a $4.9 million increase in dividends paid to stockholders, partially offset by a $6.9 million decrease in payments for debt issuance costs.

Dividends

On April 24, 2020, our Board of Directors declared a quarterly dividend of $0.145 per share of common stock to be paid on May 18, 2020 to stockholders of record at the close of business on May 11, 2020. Any future determinations to pay cash dividends to our stockholders will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations and credit and loan agreements in effect at that time and other factors deemed relevant by our Board of Directors.

Off-Balance Sheet Arrangements

For information on our obligations with respect to letters of credit and performance bonds see Note 10 ("Long-Term Debt") and Note 21 ("Commitments and Contingencies"), respectively, to our Financial Statements.

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