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 2020 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

February 2021 Disposition

On February 10, 2021, we completed the sale of certain contract operations customer service agreements and approximately 300 compressors, comprising approximately 40,000 horsepower, used to provide compression services under those agreements as well as other assets used to support the operations. We recorded a gain on the sale of $6.0 million during the three months ended March 31, 2021. See Note 3 ("Business Transactions") to our Financial Statements for further details of this transaction.

COVID-19 Pandemic

Beginning in the first quarter of 2020, the COVID-19 pandemic caused a deterioration in global macroeconomic conditions, including a collapse in the demand for natural gas and crude oil coupled with an oversupply of crude oil, which led to substantial spending cuts by our customers and a decline in natural gas and crude oil production. This global response to the pandemic has adversely impacted our revenue and cash flows. Though demand has shown modest improvement since the lows reached in the second quarter of 2020 as economies have reopened and vaccine rollout is underway globally, the potential for additional surges and variants of the disease remains and as such, uncertainty still exists around the timing and magnitude of a full economic recovery.

The key driver of our business is the production of U.S. natural gas and crude oil. Changes in natural gas and crude oil production spending therefore typically result in changes in demand for our services. According to the U.S. Energy Information Administration's April 2021 Short-Term Energy Outlook, U.S. dry natural gas and crude oil production is expected to be flat and decline 2%, respectively, in 2021 as producers limit drilling and completion activity to achieve maintenance levels of production and cash flows in the course of the COVID-19 pandemic. U.S. production of both commodities is expected to increase in 2022 at a rate of 2% for dry natural gas and 7% for crude oil.

Our customers substantially cut spending and activity beginning in the second quarter of 2020 as a result of the significant declines in natural gas and crude oil prices and demand. Our horsepower, utilization and revenue have experienced declines and are expected to remain at lower levels into 2021 as compared to the first quarter of 2020 and periods prior in both our contract operations and aftermarket services businesses. However, U.S. onshore activity is on the rise, which we expect will provide prospects for growth in our businesses in the second half of 2021. During this uncertain time, we continue to execute on the plan implemented in the second quarter of 2020 to reduce our annual operating, corporate and capital costs.



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The impact of the COVID-19 pandemic on our results is primarily visible in the $99.8 million non-cash impairment of goodwill and the impairment's resulting $22.7 million tax benefit in the first quarter of 2020. Revenue, cost of sales and SG&A were also significantly impacted in the first quarter of 2021 as compared to the first quarter of 2020. See "Financial Results of Operations" below and Note 7 ("Goodwill") to our Financial Statements for further discussion.



Operating Highlights


                                                  Three Months Ended
                                                      March 31,
(in thousands)                                     2021         2020
Total available horsepower (at period end)(1)       4,067        4,386
Total operating horsepower (at period end)(2)       3,329        3,883
Average operating horsepower                        3,360        3,914
Horsepower utilization:
Spot (at period end)                                   82 %         89 %
Average                                                82 %         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, restructuring charges, interest expense, (gain) loss on sale of assets, net, other (income) loss, net and provision for (benefit from) income taxes. 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:




                                                Three Months Ended
                                                    March 31,
(in thousands)                                  2021          2020
Net income (loss)                            $    4,169    $ (61,187)
Selling, general and administrative              25,084        30,626
Depreciation and amortization                    45,712        49,822
Long-lived and other asset impairment             7,073         6,195
Goodwill impairment                                   -        99,830
Restructuring charges                               897         1,728
Interest expense                                 31,245        29,665
Gain on sale of assets, net                    (11,032)       (4,116)
Other income, net                               (1,889)         (555)

Provision for (benefit from) income taxes 7,024 (15,953) Gross margin

$  108,283    $  136,055

Financial Results of Operations: Summary of Results

Revenue

Revenue was $195.4 million and $249.7 million during the three months ended March 31, 2021 and 2020, respectively. The decrease in revenue was due to decreases in revenue from our contract operations and aftermarket services businesses. See "Contract Operations" and "Aftermarket Services" below for further details.

Net income (loss)

We had net income of $4.2 million and a net loss of $61.2 million during the three months ended March 31, 2021 and 2020, respectively. The change from net loss to net income was primarily driven by decreases in goodwill impairment, SG&A and depreciation and amortization as well as an increase in gain on sale of assets, net. These changes were partially offset by decreases in gross margin from our contract operations and aftermarket services businesses and a change from a benefit from to a provision for income taxes.

Financial Results of Operations: Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020



Contract Operations




                                              Three Months Ended
                                                  March 31,               Increase
(dollars in thousands)                       2021            2020        (Decrease)
Revenue                                  $    166,034    $    206,974          (20) %
Cost of sales (excluding depreciation
and amortization)                              61,365          78,651          (22) %
Gross margin                             $    104,669    $    128,323          (18) %
Gross margin percentage (1)                        63 %            62 %           1 %

(1) Defined as gross margin divided by revenue.

Revenue decreased primarily due to returns of horsepower and a decrease in contract operations rates amidst the market downturn, as well as the strategic disposition of horsepower in 2020.



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Gross margin also decreased due to this decrease in revenue, however, the decline was partially mitigated through aggressive cost control actions and the corresponding, and larger, decrease in cost of sales. Cost of sales benefited from the lower operating horsepower discussed above, which resulted in decreased maintenance, lube oil and mobilization expense. In addition, execution of the cost savings plan implemented in response to the COVID-19 pandemic drove a further reduction in operating costs.



Aftermarket Services




                                              Three Months Ended
                                                  March 31,                Increase
(dollars in thousands)                       2021             2020        (Decrease)
Revenue                                  $      29,397    $     42,723          (31) %
Cost of sales (excluding depreciation
and amortization)                               25,783          34,991          (26) %
Gross margin                             $       3,614    $      7,732          (53) %
Gross margin percentage                             12 %            18 %         (6) %



Revenue decreased due to decreases in service activities and parts sales, which were primarily driven by reduced customer demand and customer deferral of maintenance activities amidst the market downturn, reduced customer activity levels as a result of severe winter weather in the first quarter of 2021 and the impact of the sale of our turbocharger business in July 2020.

Gross margin also decreased due to this decrease in revenue, but benefited from a decrease in cost of sales, which was driven by the same decreases in service activities and parts sales discussed above. The decrease in gross margin percentage was largely due to pricing pressure as a result of the market decline.



Costs and Expenses


                                           Three Months Ended
                                               March 31,
(in thousands)                              2021         2020

Selling, general and administrative $ 25,084 $ 30,626 Depreciation and amortization

                45,712       49,822
Long-lived and other asset impairment         7,073        6,195
Goodwill impairment                               -       99,830
Restructuring charges                           897        1,728
Interest expense                             31,245       29,665
Gain on sale of assets, net                (11,032)      (4,116)
Other income, net                           (1,889)        (555)



Selling, general and administrative. The decrease in SG&A was primarily due to a $1.9 million decrease in sales and use tax, a $1.2 million decrease in compensation and benefits, a $0.8 million decrease in employee travel and meeting expenses, a $0.5 million decrease in bad debt expense and a $0.5 million decrease in costs related to our process and technology transformation project.

Depreciation and amortization. The decrease in depreciation and amortization expense was primarily due to a decrease in depreciation expense resulting from assets reaching the end of their depreciable lives as well as the impact of compression asset impairments and sales during 2020, partially offset by an increase in depreciation expense associated with fixed asset additions during 2020.



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Long-lived and other asset impairment. We periodically review the future deployment of our idle compressors for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. In addition, we evaluate for impairment idle units that have been culled from our compression fleet in prior years and are available for sale. See Note 13 ("Long-Lived and Other Asset Impairment") to our Financial Statements for further details. The following table presents the results of our compression fleet impairment review, as recorded in our contract operations segment:




                                                           Three Months Ended
                                                               March 31,
(dollars in thousands)                                   2021               2020
Idle compressors retired from the active fleet                   70                85
Horsepower of idle compressors retired from the
active fleet                                                 24,000            23,000
Impairment recorded on idle compressors retired
from the active fleet                               $         7,012    $        6,195

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 7 ("Goodwill") to our Financial Statements for further details.

Restructuring charges. We recorded $0.9 million and $1.7 million of restructuring charges related to restructuring activities during the three months ended March 31, 2021 and 2020, respectively. See Note 14 ("Restructuring Charges") to our Financial Statements for further details.

Interest expense. The increase in interest expense was primarily due to the $4.9 million write-off of unamortized deferred financing costs related to Amendment No. 3, partially offset by a decrease in expense that was driven by decreases in the average outstanding balance of long-term debt and the weighted average effective interest rate.

Gain on sale of assets, net. The increase in gain on sale of assets, net was primarily due to a $6.0 million gain on the February 2021 Disposition and a $4.3 million gain recognized on other compression asset sales during the three months ended March 31, 2021, compared to a $3.2 million gain on the March 2020 Disposition during the three months ended March 31, 2020. See Note 3 ("Business Transactions") to our Financial Statements for further details of these sales.

Other income, net. The increase in other income, net was primarily due to a $0.7 million decrease in indemnification expense remitted pursuant to our tax matters agreement with Exterran Corporation, income of $0.3 million related to compressor parts recycling during 2021 and income of $0.3 million related to equipment damaged at a customer site.

Provision for (Benefit from) Income Taxes




                                               Three Months Ended
                                                   March 31,            Increase
(dollars in thousands)                         2021         2020       (Decrease)

Provision for (benefit from) income taxes $ 7,024 $ (15,953) (144) % Effective tax rate

                                 63 %          21 %          42 %




The change from a benefit from to a provision for income taxes was primarily due to the tax effect of the increase in book income during the three months ended March 31, 2021 compared to the three months ended March 31, 2020.



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Liquidity and Capital Resources

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 primarily consisted 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.

The majority of our growth capital expenditures are related to the acquisition cost of new compressors when our idle equipment cannot be reconfigured to economically fulfill a project's requirements and the new compressor is expected to generate economic returns over its expected useful life that exceed our cost of capital. In addition to newly-acquired compressors, growth capital expenditures 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 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 or 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 application for which the compression package was designed.

Projected Capital Spend

We currently plan to spend approximately $80 million to $106 million in capital expenditures during 2021, primarily consisting of approximately $30 million to $50 million for growth capital expenditures and approximately $40 million to $45 million for maintenance capital expenditures. We anticipate decreased 2021 capital expenditures, particularly growth capital expenditures, as compared to 2020 due to the impact that we expect the COVID-19 pandemic will continue to have on customer demand.



Financial 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 our 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. Beginning in the first quarter of 2020, the COVID-19 pandemic caused a deterioration in global macroeconomic conditions, which has adversely impacted our estimates of future revenues and cash flows. However, we have no near-term maturities and 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.



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Credit Facility

During the three months ended March 31, 2021 and 2020, the Credit Facility had an average daily balance of $354.8 million and $508.4 million, respectively. The weighted average annual interest rate on the outstanding balance under the Credit Facility, excluding the effect of interest rate swaps, was 2.6% and 2.7% at March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, there were $12.4 million letters of credit outstanding under the Credit Facility.

We must maintain certain consolidated financial ratios as defined in our Credit Facility agreement (see below). As of March 31, 2021, the ratio requirements did not constrain our undrawn capacity and as such, $414.1 million was available for additional borrowings. As of March 31, 2021, we were in compliance with all covenants under the Credit Facility agreement.

Amendment No. 3. On February 22, 2021, we amended our Credit Facility to, among other things:

? reduce the aggregate revolving commitment from $1.25 billion to $750.0 million,

and

? adjust the maximum Senior Secured Debt to EBITDA and Total Debt to EBITDA

ratios, as defined in the Credit Facility agreement, to the following:





Senior Secured Debt to EBITDA                3.00 to 1.0
Total Debt to EBITDA
Through fiscal year 2022                     5.75 to 1.0

January 1, 2023 through September 30, 2023 5.50 to 1.0 Thereafter (1)

                               5.25 to 1.0


(1) Subject to a temporary increase to 5.50 to 1.0 for any quarter during which

an acquisition satisfying certain thresholds is completed and for the two

quarters immediately following such quarter.

See Note 9 ("Long-Term Debt") to our Financial Statements for further details on Amendment No. 3.

At-the-Market Continuous Equity Offering Program

On February 23, 2021, we entered into the ATM Agreement whereby we may sell from time to time shares of our common stock having an aggregate offering price of up to $50.0 million. We intend to use the net proceeds of these offerings for general corporate purposes. During the three months ended March 31, 2021, we sold 357,148 shares of common stock for net proceeds of $3.4 million pursuant to the ATM Agreement. See Note 11 ("Equity") to our Financial Statements for further details on the ATM Agreement.

Cash Flows

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




                                                           Three Months Ended
                                                               March 31,
(in thousands)                                             2021          2020
Net cash provided by (used in):
Operating activities                                    $   77,555    $   99,129
Investing activities                                        16,518      (44,141)
Financing activities                                      (93,237)      (55,452)

Net increase (decrease) in cash and cash equivalents $ 836 $ (464)






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Operating Activities

The decrease in net cash provided by operating activities was primarily due to reduced cash inflows from revenue, deferred revenue and accounts receivable as well as increased cash outflow for inventory, partially offset by decreased cash outflows for cost of sales, SG&A expenses, contract costs and interest paid on long-term debt.

Investing Activities

The change in net cash provided by (used in) investing activities was primarily due to a $60.4 million decrease in capital expenditures and a $6.6 million increase in proceeds from sales of property, plant and equipment, partially offset by a $6.0 million decrease in proceeds from business dispositions.

Financing Activities

The increase in net cash used in financing activities was primarily due to a $37.5 million increase in net repayments of long-term debt, partially offset by $3.4 million of net proceeds from the issuance of common stock under the ATM Agreement during the three months ended March 31, 2021.

Dividends

On April 28, 2021, our Board of Directors declared a quarterly dividend of $0.145 per share of common stock to be paid on May 17, 2021 to stockholders of record at the close of business on May 10, 2021. 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 9 ("Long-Term Debt") and Note 20 ("Commitments and Contingencies"), respectively, to our Financial Statements.

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