What the changes say
- Archrock integrated the NGCS acquisition into its risk profile, highlighting potential integration challenges and distribution impacts.
- Regulatory updates noted the suspension and legal challenges surrounding SEC climate rules, plus Colorado Midstream Rule compliance dates.
- Technology and cybersecurity risk descriptions were updated to reflect cloud solutions and mobile tools.
What changed since the prior 10-K
New
- NewBusiness and Operational Risks
We may not be able to achieve the expected benefits of the NGCS Acquisition. We may also encounter significant difficulties in integrating NGCS
Integrating the NGCS acquisition may prove costly, time-consuming, and disruptive, potentially failing to deliver expected benefits or hurting our stock price.
Dropped
- DroppedLegal and Regulatory Risks
legislation, regulations, and initiatives, as well as uncertainty regarding the future success of such regulations and initiatives in reducing demand for oil and gas, could indirectly affect our business and our results of operations by reducing demand for our services
Reworded
- 73% rewrittenLegal and Regulatory Risks
Climate change legislation and regulatory initiatives may arise from a variety of sources, including international, national, regional and state levels of government and associated administrative bodies, seeking to restrict or regulate emissions of GHGs such as carbon dioxide and methane
Updated to reflect that the SEC stayed its climate disclosure rules in April 2024 and voted not to defend them against legal challenges in March 2025.
- 72% rewrittenFinancial Risks
We may not realize the intended benefits of our process and technology transformation project, which could have an adverse effect on our business, results of operations and financial condition
Broadened to emphasize cloud-based solutions, workflow automation, and digital mobile tools for field service technicians rather than just legacy ERP replacement.
Was: We may not realize the intended benefits of our process and technology transformation project, which could have an adverse effect on our business
- 33% rewrittenLegal and Regulatory Risks
New regulations, proposed regulations and proposed modifications to existing regulations under the CAA, if implemented, could result in increased compliance costs
Maintained existing CAA New Source Performance Standards risks without material text changes.
- 32% rewrittenBusiness and Operational Risks
We face significant competitive pressures that may cause us to lose market share and negatively affect our business, results of operations, financial condition and cash flows
Maintained existing competitive pressures and low barriers to entry risk without material text changes.
Was: We face significant competitive pressures that may cause us to lose market share and harm our financial performance
- 31% rewrittenLegal and Regulatory Risks
Both the EPA rules and the BoLM rules are subject to ongoing judicial challenges
Added that Colorado's Midstream Rule requires midstream facilities to meet certain greenhouse gas emission limits by the end of 2030 and faces ongoing judicial challenges.
- 22% rewrittenFinancial Risks
Cyber-attacks or terrorism could affect our business, results of operations and our reputation
Maintained existing cybersecurity and information technology risks without material text changes.
Was: Threats of cyber-attacks or terrorism could affect our business
- 20% rewrittenBusiness and Operational Risks
Any acquisitions we complete, including the NGCS Acquisition, are subject to substantial risks that could reduce our ability to make distributions to our common stockholders
Explicitly incorporated the NGCS acquisition into the general risks of acquisitions reducing cash available for stockholder distributions.
Was: Any acquisitions we complete are subject to substantial risks that could reduce our ability to make distributions to our common stockholders
- 20% rewrittenLegal and Regulatory Risks
A climate–related decrease in demand for oil and natural gas could negatively affect our business
Maintained existing climate-related decreases in oil and gas demand risks without material text changes.
All 32 risk factors
Headings as the filing states them, in filing order.
Industry and General Economic Risks
- 01Macroeconomic conditions, including an increase in inflation and trade tensions, could have adverse effects on our results of operations
- 02Pandemics and other public health crises may negatively affect demand for our services, and may have a material adverse impact on our financial condition, results of operations and cash flows
- 03The conflict in Ukraine, the Israel-Hamas war, other geopolitical conflicts, and related price volatility and geopolitical instability could negatively impact our business
Business and Operational Risks
- 04Our operations entail inherent risks that may result in substantial liability. We do not insure against all potential losses and could be seriously harmed by unexpected liabilities
- 05We face significant competitive pressures that may cause us to lose market share and negatively affect our business, results of operations, financial condition and cash flows32% rewritten
- 06Any acquisitions we complete, including the NGCS Acquisition, are subject to substantial risks that could reduce our ability to make distributions to our common stockholders20% rewritten
- 07If we do not make acquisitions on economically acceptable terms, our future growth could be limited
- 08We may not be able to achieve the expected benefits of the NGCS Acquisition. We may also encounter significant difficulties in integrating NGCSNew
- 09Our sustainability initiatives, including emissions reduction and our public statements and disclosures regarding the same, expose us to numerous risks
- 10We cannot provide assurance that we will, at any time in the future, again generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend or that our Board of Directors would determine to use any of our net profits to pay a dividend
Financial Risks
- 11We have a substantial amount of debt that could limit our ability to fund future growth and operations and increase our exposure to risk during adverse economic conditions
- 12Covenants in our Debt Agreements may impair our ability to operate our business
- 13(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
- 14We may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require
- 15Our inability to fund purchases of additional compression equipment could adversely impact our financial results
- 16We may be vulnerable to fluctuations in interest rates due to our variable rate debt obligations
- 17The erosion of the financial condition of our customers could adversely affect our business, results of operations, financial condition and cash flows
- 18The loss of any of our most significant customers would result in a decline in our revenue and cash available to pay dividends to our common stockholders
- 19Our ability to manage and grow our business effectively may be adversely affected if we lose management or operational personnel
- 20We may not realize the intended benefits of our process and technology transformation project, which could have an adverse effect on our business, results of operations and financial condition72% rewritten
- 21Cyber-attacks or terrorism could affect our business, results of operations and our reputation22% rewritten
Tax-related Risks
- 22Tax legislation and administrative initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition
- 23Our ability to use NOLs and interest expense limitation carryovers to offset future income may be limited
Legal and Regulatory Risks
- 24From time to time, we are subject to various claims, tax audits, litigation and other proceedings that could ultimately be resolved against us and require material future cash payments or charges, which could impair our financial condition, results of operations or cash flows
- 25New regulations, proposed regulations and proposed modifications to existing regulations under the CAA, if implemented, could result in increased compliance costs33% rewritten
- 26Both the EPA rules and the BoLM rules are subject to ongoing judicial challenges31% rewritten
- 27We do not believe that these rules will have a material adverse impact on our business, financial condition, results of operations or cash flows, but we cannot yet definitively predict the impact of any revision of the current rules or issuance of new rules, the impact of which could be material
- 28We are subject to a variety of governmental regulations; failure to comply with these regulations may result in administrative, civil and criminal enforcement measures and changes in these regulations could increase our costs or liabilities
- 29Climate change legislation and regulatory initiatives may arise from a variety of sources, including international, national, regional and state levels of government and associated administrative bodies, seeking to restrict or regulate emissions of GHGs such as carbon dioxide and methane73% rewritten
- 30A climate–related decrease in demand for oil and natural gas could negatively affect our business20% rewritten
- 31Climate change may increase the frequency and severity of weather events that could result in severe personal injury, property and environmental damage, which could curtail our or our customers’ operations and otherwise materially adversely affect our cash flows
- 32Environmental, social and governance scrutiny and changing expectations from stakeholders may impose additional costs or additional risks
Other Archrock 10-Ks
- FY2024 10-K risk factors32 risks
Archrock faces heavy debt loads, customer concentration risks, and intense regulatory pressures regarding emissions and climate change.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.