10-Q 1 usac-20180930x10q.htm 10-Q usac_Current folio_10Q

c

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

(MARK ONE)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED September 30, 2018

 

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. 001-35779

 

USA Compression Partners, LP

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

75-2771546

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

100 Congress Avenue, Suite 450

 

 

Austin, Texas

 

78701

(Address of principal executive offices)

 

(Zip Code)

 

(512) 473-2662

(Registrant’s telephone number, including area code)

 

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 ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer ☐

 

Accelerated filer ☒

 

 

 

Non-accelerated filer ☐

 

 

Smaller reporting company ☐

 

 

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

 

As of November 2, 2018, there were 89,966,676 common units and 6,397,965 Class B Units outstanding.

 

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

    

Page

PART I. FINANCIAL INFORMATION 

 

1

ITEM 1.         Financial Statements 

 

1

Unaudited Condensed Consolidated Balance Sheets 

 

1

Unaudited Condensed Consolidated Statements of Operations 

 

2

Unaudited Condensed Consolidated Statement of Changes in Partners’ Capital and Predecessor Parent Company Net Investment 

 

3

Unaudited Condensed Consolidated Statements of Cash Flows 

 

4

Notes to Unaudited Condensed Consolidated Financial Statements 

 

5

ITEM 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

27

ITEM 3.         Quantitative and Qualitative Disclosures About Market Risk 

 

43

ITEM 4.         Controls and Procedures 

 

44

PART II. OTHER INFORMATION 

 

45

ITEM 1.         Legal Proceedings 

 

45

ITEM 1A.      Risk Factors 

 

45

ITEM 5.         Other Information 

 

45

ITEM 6.         Exhibits 

 

46

SIGNATURES 

 

48

 

 

 

 

i


 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.Financial Statements

 

USA COMPRESSION PARTNERS, LP

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

  

September 30,

  

December 31,

 

 

2018

 

2017

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,830

 

$

4,013

Accounts receivable, net:

 

 

 

 

 

 

Trade, net

 

 

89,010

 

 

32,696

Other

 

 

3,753

 

 

 —

Related party receivables

 

 

46,712

 

 

45

Inventory, net

 

 

83,043

 

 

33,221

Prepaid expenses and other assets

 

 

4,195

 

 

4,209

Total current assets

 

 

229,543

 

 

74,184

Property and equipment, net

 

 

2,541,343

 

 

1,192,921

Installment receivable

 

 

7,544

 

 

 —

Identifiable intangible assets, net

 

 

398,788

 

 

198,215

Goodwill

 

 

619,411

 

 

253,428

Other assets

 

 

17,423

 

 

205

Total assets

 

$

3,814,052

 

$

1,718,953

Liabilities, Partners’ Capital and Predecessor Parent Company Net Investment

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

52,681

 

$

1,383

Related party payables

 

 

 —

 

 

1,977

Accrued liabilities

 

 

86,542

 

 

41,513

Deferred revenue

 

 

34,238

 

 

2,220

Total current liabilities

 

 

173,461

 

 

47,093

Long-term debt, net

 

 

1,730,763

 

 

 —

Other liabilities

 

 

5,759

 

 

6,990

Total liabilities

 

 

1,909,983

 

 

54,083

Preferred Units

 

 

477,309

 

 

 —

Partners’ capital:

 

 

 

 

 

 

Limited partner interest:

 

 

 

 

 

 

Common units, 89,967 units issued and outstanding as of September 30, 2018

 

 

1,334,365

 

 

 —

Class B Units, 6,398 units issued and outstanding as of September 30, 2018

 

 

78,416

 

 

 —

Warrants

 

 

13,979

 

 

 —

Predecessor parent company net investment

 

 

 —

 

 

1,664,870

Total partners’ capital and predecessor parent company net investment

 

 

1,426,760

 

 

1,664,870

Total liabilities, partners’ capital and predecessor parent company net investment

 

$

3,814,052

 

$

1,718,953

 

See accompanying notes to unaudited condensed consolidated financial statements.

1


 

USA COMPRESSION PARTNERS, LP

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per unit amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

  

2018

  

2017

  

2018

  

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract operations

 

$

158,664

 

$

62,645

 

$

383,732

 

$

182,737

 

Parts and service

 

 

6,012

 

 

4,061

 

 

15,836

 

 

8,070

 

Related party

 

 

4,271

 

 

4,383

 

 

12,807

 

 

12,925

 

Total revenues

 

 

168,947

 

 

71,089

 

 

412,375

 

 

203,732

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of operations, exclusive of depreciation and amortization

 

 

64,309

 

 

31,667

 

 

159,177

 

 

90,556

 

Selling, general and administrative

 

 

17,753

 

 

6,766

 

 

52,891

 

 

18,885

 

Depreciation and amortization

 

 

59,403

 

 

42,535

 

 

156,943

 

 

122,914

 

Loss (gain) on disposition of assets

 

 

1,250

 

 

521

 

 

12,328

 

 

(155)

 

Impairment of compression equipment

 

 

2,292

 

 

 —

 

 

2,292

 

 

 —

 

Total costs and expenses

 

 

145,007

 

 

81,489

 

 

383,631

 

 

232,200

 

Operating income (loss)

 

 

23,940

 

 

(10,400)

 

 

28,744

 

 

(28,468)

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(25,443)

 

 

 —

 

 

(51,125)

 

 

 —

 

Other

 

 

22

 

 

(51)

 

 

21

 

 

(96)

 

Total other expense

 

 

(25,421)

 

 

(51)

 

 

(51,104)

 

 

(96)

 

Net loss before income tax expense (benefit)

 

 

(1,481)

 

 

(10,451)

 

 

(22,360)

 

 

(28,564)

 

Income tax expense (benefit)

 

 

(918)

 

 

1,904

 

 

(1,624)

 

 

3,954

 

Net loss

 

 

(563)

 

 

(12,355)

 

 

(20,736)

 

 

(32,518)

 

Less: Preferred Unit distributions

 

 

(12,188)

 

 

 —

 

 

(24,242)

 

 

 —

 

Net loss attributable to common and Class B unitholders' interests

 

$

(12,751)

 

$

(12,355)

 

$

(44,978)

 

$

(32,518)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units

 

$

(8,768)

 

 

 

 

$

(33,185)

 

 

 

 

Class B Units

 

$

(3,983)

 

 

 

 

$

(11,793)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding - basic and diluted

 

 

89,973

 

 

 

 

 

69,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average Class B Units outstanding - basic and diluted

 

 

6,398

 

 

 

 

 

6,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common unit

 

$

(0.10)

 

 

 

 

$

(0.48)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per Class B Unit

 

$

(0.62)

 

 

 

 

$

(1.84)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per common unit for respective periods

 

$

0.525

 

 

 

 

$

1.05

 

 

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

2


 

 

 

USA COMPRESSION PARTNERS, LP

Unaudited Condensed Consolidated Statement of Changes in Partners’ Capital

And Predecessor Parent Company Net Investment

Nine Months Ended September 30, 2018

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Predecessor Parent

 

 

 

 

 

 

 

 

 

 

 

 

Company Net

 

 

 

  

Common Units

  

Class B Units

  

Warrants

  

Investment

  

Total

Balance, December 31, 2017

 

$

 —

 

$

 —

 

$

 —

 

$

1,664,870

 

$

1,664,870

Predecessor net loss for the period January 1, 2018 to April 1, 2018

 

 

 —

 

 

 —

 

 

 —

 

 

(23,370)

 

 

(23,370)

Predecessor parent company net contribution for the period January 1, 2018 to April 1, 2018

 

 

 —

 

 

 —

 

 

 —

 

 

26,730

 

 

26,730

Allocation of Predecessor parent company net investment

 

 

1,668,230

 

 

 —

 

 

 —

 

 

(1,668,230)

 

 

 —

Deemed distribution for additional interest in USA Compression Predecessor

 

 

(37,178)

 

 

 —

 

 

 —

 

 

 —

 

 

(37,178)

Purchase Price Adjustment for USA Compression Partners, LP

 

 

(654,340)

 

 

 —

 

 

 —

 

 

 —

 

 

(654,340)

Issuance of common units for the Equity Restructuring

 

 

135,440

 

 

 —

 

 

 —

 

 

 —

 

 

135,440

Issuance of common units for the CDM Acquisition

 

 

324,910

 

 

 —

 

 

 —

 

 

 —

 

 

324,910

Issuance of Class B Units for the CDM Acquisition

 

 

 —

 

 

86,125

 

 

 —

 

 

 —

 

 

86,125

Issuance of Warrants

 

 

 —

 

 

 —

 

 

13,979

 

 

 —

 

 

13,979

Vesting of phantom units

 

 

5,230

 

 

 —

 

 

 —

 

 

 —

 

 

5,230

Distributions and distribution equivalent rights

 

 

(94,452)

 

 

 —

 

 

 —

 

 

 —

 

 

(94,452)

Issuance of common units under the DRIP

 

 

424

 

 

 —

 

 

 —

 

 

 —

 

 

424

Net loss for the period April 2, 2018 to September 30, 2018

 

 

(13,899)

 

 

(7,709)

 

 

 —

 

 

 —

 

 

(21,608)

Balance, September 30, 2018

 

$

1,334,365

 

$

78,416

 

$

13,979

 

$

 —

 

$

1,426,760

 

See accompanying notes to unaudited condensed consolidated financial statements.

3


 

USA COMPRESSION PARTNERS, LP

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

    

2018

    

2017

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(20,736)

 

$

(32,518)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

156,943

 

 

122,914

Bad debt expense (recovery)

 

 

633

 

 

(1,837)

Amortization of debt issue costs

 

 

3,555

 

 

 —

Unit-based compensation expense

 

 

10,891

 

 

3,195

Deferred income tax expense (benefit)

 

 

(1,863)

 

 

3,954

Loss (gain) on disposition of assets

 

 

12,328

 

 

(155)

Impairment of compression equipment

 

 

2,292

 

 

 —

Changes in assets and liabilities, net of effects of business combination:

 

 

 

 

 

 

Accounts receivable, net

 

 

(63,576)

 

 

(8,996)

Inventory, net

 

 

(764)

 

 

 —

Prepaid expenses and other current assets

 

 

6,520

 

 

5,213

Other noncurrent assets

 

 

(58)

 

 

 —

Accounts payable and related party payables

 

 

(4,751)

 

 

(15,053)

Other current liabilities

 

 

(4,879)

 

 

21,023

Accrued liabilities and deferred revenue

 

 

36,665

 

 

(455)

Net cash provided by operating activities

 

 

133,200

 

 

97,285

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures, net

 

 

(200,932)

 

 

(112,624)

Proceeds from disposition of property and equipment

 

 

6,870

 

 

14,326

Proceeds from insurance recovery

 

 

253

 

 

 —

Acquisition of USA Compression Predecessor

 

 

(1,232,546)

 

 

 —

Assumed cash acquired in business combination of USA Compression Partners, LP

 

 

710,506

 

 

 —

Net cash used in investing activities

 

 

(715,849)

 

 

(98,298)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from revolving credit facility

 

 

482,414

 

 

 —

Payments on revolving credit facility

 

 

(279,651)

 

 

 —

Proceeds from issuance of Preferred Units and Warrants, net

 

 

479,100

 

 

 —

Cash paid related to net settlement of unit-based awards

 

 

(4,447)

 

 

 —

Cash distributions on common units

 

 

(94,801)

 

 

 —

Cash distributions on Preferred Units

 

 

(12,054)

 

 

 —

Financing costs

 

 

(17,615)

 

 

 —

Contributions from (to) Parent, net

 

 

28,520

 

 

(7,154)

Net cash provided by (used in) financing activities

 

 

581,466

 

 

(7,154)

Decrease in cash and cash equivalents

 

 

(1,183)

 

 

(8,167)

Cash and cash equivalents, beginning of period

 

 

4,013

 

 

14,181

Cash and cash equivalents, end of period

 

$

2,830

 

$

6,014

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for interest, net of capitalized amounts

 

$

47,972

 

$

 —

Cash paid for taxes

 

$

183

 

$

 —

Supplemental non-cash transactions:

 

 

 

 

 

 

Non-cash distributions to certain common unitholders (DRIP)

 

$

424

 

$

 —

Predecessor's Non-cash contribution (to) from Predecessor's Parent

 

$

(1,790)

 

$

3,196

Transfers to inventory from property and equipment

 

$

(9,533)

 

$

 —

Transfer from long-term installment receivable to short-term

 

$

(2,190)

 

$

 —

Transfer from long-term liabilities to short-term

 

$

609

 

$

 —

Change in capital expenditures included in accounts payable and accrued liabilities

 

$

(5,885)

 

$

15,465

Issuance of common units for the CDM Acquisition

 

$

324,910

 

$

 —

Issuance of Class B Units for the CDM Acquisition

 

$

86,125

 

$

 —

Issuance of common units for the Equity Restructuring

 

$

135,440

 

$

 —

 

See accompanying notes to unaudited condensed consolidated financial statements.

4


 

 

USA COMPRESSION PARTNERS, LP AND USA COMPRESSION PREDECESSOR

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(1)  Organization and Description of Business

 

Unless the context otherwise requires or where otherwise indicated, the terms “our,” “we,” “us,” “the Partnership” and similar language when used in the present or future tense and for periods on and subsequent to April 2, 2018 (the “Transactions Date”) refer to USA Compression Partners, LP, collectively with its consolidated operating subsidiaries, including the USA Compression Predecessor. Unless the context otherwise requires or where otherwise indicated, the term “USA Compression Predecessor,” as well as the terms “our,” “we,” “us” and “its” when used in an historical context or in reference to periods prior to the Transactions Date, refers to CDM Resource Management LLC (“CDM Resource”) and CDM Environmental & Technical Services LLC (“CDM E&T”) collectively, which has been deemed to be the predecessor of the Partnership for financial reporting purposes.

 

We are a Delaware limited partnership. Through our operating subsidiaries, we provide compression services under fixed-term contracts with customers in the natural gas and crude oil industries, using natural gas compression packages that we design, engineer, own, operate and maintain. We primarily provide compression services in a number of shale plays throughout the United States, including the Utica, Marcellus, Permian Basin, Delaware Basin, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara and Fayetteville shales.

 

USA Compression GP, LLC, a Delaware limited liability company, serves as our general partner and is referred to herein as the “General Partner.” Our General Partner was wholly owned by Energy Transfer Equity, L.P. (“ETE”), through its wholly owned subsidiary, Energy Transfer Partners, L.L.C. (“ETP LLC”).  In October 2018, ETE and Energy Transfer Partners, L.P. (“ETP”) completed the merger of ETP with a wholly owned subsidiary of ETE in a unit-for-unit exchange (the “ETE Merger”).  Following the closing of the ETE Merger, ETE changed its name to “Energy Transfer LP” and ETP changed its name to “Energy Transfer Operating, L.P.” Upon the closing of the ETE Merger, ETE contributed to ETP 100% of the limited liability company interests in our General Partner. References herein to “ETP” refer to Energy Transfer Partners, L.P. for periods prior to the ETE Merger and Energy Transfer Operating, L.P. following the ETE Merger, and references to “ETE” refer to Energy Transfer Equity, L.P. for periods prior to the ETE Merger and Energy Transfer LP following the ETE Merger.   

 

The USA Compression Predecessor owned and operated a fleet of compressors used to provide natural gas compression services for customer specific systems. The USA Compression Predecessor also owned and operated a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling, and dehydration. The USA Compression Predecessor had operations located in Texas, Oklahoma, Louisiana, Arkansas, Pennsylvania, New Mexico, Colorado, Ohio, and West Virginia.

 

CDM Acquisition

 

On the Transactions Date, we consummated the transactions contemplated by the Contribution Agreement dated January 15, 2018, pursuant to which, among other things, we acquired all of the issued and outstanding membership interests of the USA Compression Predecessor from ETP (the “CDM Acquisition”) in exchange for aggregate consideration of approximately $1.7 billion, consisting of (i) 19,191,351 common units representing limited partner

5


 

interests in us (the “common units”), (ii) 6,397,965 Class B units representing limited partner interests in us (“Class B Units”) and (iii) $1.232 billion in cash (including estimated customary closing adjustments).

 

General Partner Purchase Agreement

 

On the Transactions Date, and in connection with the closing of the CDM Acquisition, we consummated the transactions contemplated by the Purchase Agreement dated January 15, 2018, by and among ETE, ETP LLC, USA Compression Holdings, LLC (“USA Compression Holdings”) and, solely for certain purposes therein, R/C IV USACP Holdings, L.P. and ETP, pursuant to which, among other things, ETE acquired from USA Compression Holdings (i) all of the outstanding limited liability company interests in the General Partner and (ii) 12,466,912 common units for cash consideration paid by ETE to USA Compression Holdings equal to $250.0 million (the “GP Purchase”). Upon the closing of the ETE Merger, ETE contributed all of the interests in the General Partner and the 12,466,912 common units to ETP.

 

Equity Restructuring Agreement

 

On the Transactions Date, and in connection with the closing of the CDM Acquisition, we consummated the transactions contemplated by the Equity Restructuring Agreement dated January 15, 2018, pursuant to which, among other things, the Partnership, the General Partner and ETE agreed to cancel the Partnership’s Incentive Distribution Rights (“IDRs”) and convert the General Partner Interest (as defined in the Equity Restructuring Agreement) into a non-economic general partner interest, in exchange for the Partnership’s issuance of 8,000,000 common units to the General Partner (the “Equity Restructuring”).

 

The CDM Acquisition, GP Purchase and Equity Restructuring are collectively referred to as the “Transactions.”

 

(2)    Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Partnership

 

The unaudited condensed consolidated financial statements give effect to the business combination and the Transactions discussed above under the acquisition method of accounting, and the business combination has been accounted for in accordance with the applicable reverse merger accounting guidance. ETE acquired a controlling financial interest in us through the acquisition of our General Partner. As a result, the USA Compression Predecessor is deemed to be the accounting acquirer of the Partnership because its ultimate parent company obtained control of the Partnership through its control of the General Partner. Consequently, the USA Compression Predecessor is deemed to be the predecessor of the Partnership for financial reporting purposes, and the historical financial statements of the Partnership now reflect the USA Compression Predecessor for all periods prior to the closing of the Transactions. The closing of the Transactions occurred on the Transactions Date.

 

The USA Compression Predecessor’s assets and liabilities retained their historical carrying values.  Additionally, the Partnership’s assets acquired and liabilities assumed by the USA Compression Predecessor in the business combination have been recorded at their fair values measured as of the Transactions Date. The excess of the assumed purchase price of the Partnership over the estimated fair values of the Partnership’s net assets acquired has been recorded as goodwill. The assumed purchase price and fair value of the Partnership has been determined using acceptable fair value methods. Additionally, because the USA Compression Predecessor is reflected at ETE’s historical cost, the difference between the $1.7 billion in consideration paid by the Partnership and ETE’s historical carrying values (net book value) at the Transactions Date has been recorded as a decrease to partners’ capital in the amount of $37.2 million.

 

Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As noted above, the historical condensed consolidated financial statements of the Partnership now reflect the historical condensed consolidated financial statements of the USA Compression Predecessor in accordance with the applicable accounting and financial reporting guidance. Therefore, the historical condensed consolidated financial statements are comprised of the balance sheet and statement of operations of the USA Compression Predecessor as of and for periods prior to the Transactions Date. The historical condensed consolidated financial statements are also comprised of the condensed consolidated balance sheet and statement of operations of the Partnership, which includes the USA Compression Predecessor, as of and for all periods subsequent to the Transactions Date. 

6


 

 

In the opinion of our management, such financial information reflects all normal recurring adjustments necessary for a fair presentation of these interim unaudited condensed consolidated financial statements in accordance with GAAP.  Operating results for the three months and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.  Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2017 filed on February 13, 2018 (our “2017 Annual Report”) and the audited consolidated financial statements of the USA Compression Predecessor filed as Exhibit 99.1 to our Current Report on Form 8-K filed on November 2, 2018.

 

USA Compression Predecessor

 

ETP allocated various corporate overhead expenses to the USA Compression Predecessor based on a percentage of assets, net income (loss), or adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). These allocations are not necessarily indicative of the cost that the USA Compression Predecessor would have incurred had it operated as an independent standalone entity. The USA Compression Predecessor also historically relied upon ETP for funding operating and capital expenditures as necessary. As a result, the historical financial statements of the USA Compression Predecessor may not fully reflect or be necessarily indicative of what the USA Compression Predecessor’s balance sheet, results of operations and cash flows would have been or will be in the future. 

 

Certain expenses incurred by ETP are only indirectly attributable to the USA Compression Predecessor. As a result, certain assumptions and estimates are made in order to allocate a reasonable share of such expenses to the USA Compression Predecessor, so that the accompanying financial statements reflect substantially all costs of doing business. The allocations and related estimates and assumptions are described more fully in Note 14.

 

Certain amounts of the USA Compression Predecessor’s revenues are derived from related party transactions, as described more fully in Note 14. 

 

Significant Accounting Policies

 

Use of Estimates

 

Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that existed at the date of the unaudited condensed consolidated financial statements. Although these estimates were based on management’s available knowledge of current and expected future events, actual results could differ from these estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of all cash balances. We consider investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents.

 

Inventory

 

Inventory consists of serialized and non-serialized parts used primarily in the repair of compression units.  All inventory is stated at the lower of cost or net realizable value. The cost of serialized parts inventory is determined using the specific identification cost method, while the cost of non-serialized parts inventory is determined using the weighted average cost method. Purchases of these assets are considered operating activities on the Unaudited Condensed Consolidated Statements of Cash Flows.

 

Identifiable Intangible Assets

 

Identifiable intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to our future cash flows. The estimated useful lives of our intangible assets range from 9 to 20 years.

7


 

 

We assess identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Neither we nor the USA Compression Predecessor recorded any impairment of identifiable intangible assets during the three and nine months ended September 30, 2018 and 2017, respectively.

 

Property and Equipment

 

Property and equipment are carried at cost except for (i) certain acquired assets which are recorded at fair value on their respective acquisition dates and (ii) impaired assets which are recorded at fair value on the last impairment evaluation date for which an adjustment was required. Overhauls and major improvements that increase the value or extend the life of compression equipment are capitalized and depreciated over 3 to 5 years. Ordinary maintenance and repairs are charged to cost of operations, exclusive of depreciation and amortization. 

 

When property and equipment is retired or sold, its carrying value and the related accumulated depreciation are removed from our accounts and any associated gains or losses are recorded on our statements of operations in the period of sale or disposition.

 

Capitalized interest is calculated by multiplying the Partnership’s monthly effective interest rate on outstanding debt by the amount of qualifying costs, which include upfront payments to acquire certain compression units. Capitalized interest was $0.2 million and $0.3 million for the three and nine months ended September 30, 2018, respectively.  The USA Compression Predecessor had no capitalized interest for the three and nine months ended September 30, 2017, as it did not hold any debt during either period.

 

Impairment of Long-Lived Assets

 

Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written-down to estimated fair value. We test long-lived assets for impairment when events or circumstances indicate that the assets’ carrying value may not be recoverable or will no longer be utilized in the operating fleet. The most common circumstance requiring compression units to be evaluated for impairment is when idle units do not meet the desired performance characteristics of our active revenue generating horsepower.

 

During the three and nine months ended September 30, 2018, we evaluated the future deployment of our idle fleet under then-current market conditions and determined to retire, sell or re-utilize key components of 18 compressor units, or approximately 5,800 horsepower, that were previously used to provide services in our business.  As a result, we recorded $2.3 million in impairment of compression equipment for the three and nine months ended September 30, 2018. The primary causes for this impairment were: (i) units were not considered marketable in the foreseeable future, (ii) units were subject to excessive maintenance costs or (iii) units were unlikely to be accepted by customers due to certain performance characteristics of the unit, such as the inability to meet then-current quoting criteria without excessive retrofitting costs. These compression units were written down to their respective estimated salvage values, if any.

 

The USA Compression Predecessor did not record any impairment of long-lived assets during the three and nine months ended September 30, 2017.

 

8


 

Goodwill

 

Goodwill represents consideration paid in excess of the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized, but is reviewed for impairment annually based on the carrying values as of October 1, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may not be recovered. 

 

Neither we nor the USA Compression Predecessor recorded any impairment of goodwill during the three and nine months ended September 30, 2018 and 2017, respectively. 

 

Pass Through Taxes

 

Sales taxes incurred on behalf of, and passed through to, customers are accounted for on a net basis.

 

Fair Value Measurements

 

Accounting standards on fair value measurements establish a framework for measuring fair value and stipulate disclosures about fair value measurements. The standards apply to recurring and non-recurring financial and non-financial assets and liabilities that require or permit fair value measurements. Among the required disclosures is the fair value hierarchy of inputs we use to value an asset or a liability. The three levels of the fair value hierarchy are described as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

 

Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability.

 

As of September 30, 2018, our financial instruments consisted primarily of cash and cash equivalents, trade accounts receivable, trade accounts payable and long-term debt. The book values of cash and cash equivalents, trade accounts receivable and trade accounts payable are representative of fair value due to their short-term maturities. The carrying amount of our revolving credit facility approximates fair value due to the floating interest rates associated with the debt.

 

The fair value of our 6.875% Senior Notes due 2026 (the “Senior Notes”) was estimated using quoted prices in inactive markets and is considered a Level 2 measurement. The following table summarizes the carrying amount and fair value of these assets and liabilities (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

December 31, 2017

Assets (Liabilities)

 

Level 2

 

Level 2

Carrying amount of Senior Notes (1)

 

$

708,939

 

$

 —

Fair value of Senior Notes

 

 

748,563

 

 

 —


(1)

Carrying amount is shown net of unamortized deferred financing costs.  As of September 30, 2018, the outstanding aggregate principal amount of our Senior Notes was $725.0 million. See Note 10 for further details.

9


 

 

As of December 31, 2017, the USA Compression Predecessor did not have financial instruments with fair values determined using available market information and valuation methodologies. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term maturities.

 

Operating Segment

 

We operate in a single business segment, the compression services business. 

 

Parent Company Net Investment

 

The USA Compression Predecessor participated in a centralized cash management function managed by ETP. Balances payable to or due from ETP generated under this arrangement are reflected as equity on the books and records of the USA Compression Predecessor.

 

ETP’s net investment in the operations of the USA Compression Predecessor is presented as Predecessor parent company net investment within the unaudited condensed consolidated balance sheets. Parent company net investment represents the accumulated net earnings of the operations of the USA Compression Predecessor and accumulated net contributions from ETP. Net contributions for the period January 1, 2018 to April 1, 2018 were primarily comprised of intercompany operations and expense, cash clearing and other financing activities, and general and administrative cost allocations to the USA Compression Predecessor.    

 

(3)  Acquisitions

 

The USA Compression Predecessor is deemed to be the accounting acquirer of the Partnership in the business combination because its ultimate parent company obtained control of the Partnership through its control of the General Partner. Consequently, the USA Compression Predecessor’s assets and liabilities retained their historical carrying values.  The Partnership’s assets acquired and liabilities assumed by the USA Compression Predecessor have been recorded at their fair values measured as of the Transactions Date. The excess of the assumed purchase price of the Partnership over the estimated fair values of the Partnership’s net assets acquired has been recorded as goodwill. The assumed purchase price and fair value of the Partnership was determined using a combination of an income and cost valuation methodology, the fair value of the Partnership’s common units as of the Transactions Date and the consideration paid by ETE for the General Partner and IDRs. The valuation and purchase price allocation is considered final.

 

The property and equipment of the USA Compression Predecessor is reflected at historical carrying value, which is less than the consideration paid for the business. The excess of the consideration paid over the historical carrying value was $37.2 million and is reflected as a decrease to partners’ capital.

 

The Partnership incurred $21.7 million in transaction-related expenses prior to the Transactions Date, which were recognized by the Partnership when incurred in the periods prior to the Transactions Date, and therefore are not included

10


 

within the results of operations presented within the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2018.

 

For the period from April 2, 2018 to September 30, 2018, we recognized $177.0 million in revenues and $10.8 million in net income attributable to the Partnership’s historical assets.

 

The following table summarizes the assumed purchase price and fair value and the allocation to the assets acquired and liabilities assumed (in thousands):

 

 

 

 

 

Assumed purchase price allocation to USA Compression Partners, LP

 

 

 

Current assets

 

$

786,258

Fixed assets

 

 

1,331,850

Other long-term assets

 

 

15,018

Customer relationships

 

 

221,500

Total identifiable assets acquired

 

 

2,354,626

Current liabilities

 

 

(110,465)

Long-term debt

 

 

(1,526,865)

Other long-term liabilities

 

 

(1,538)

Total liabilities assumed

 

 

(1,638,868)

Net identifiable assets acquired

 

 

715,758

Goodwill (1)

 

 

365,983

Net assets acquired

 

$

1,081,741

 

 

 

 

April 2, 2018 Transactions:

 

 

 

Cash used in the CDM Acquisition

 

 

(710,506)

Issuance of Preferred Units

 

 

(465,121)

Issuance of Class B Units for the CDM Acquisition

 

 

(86,125)

Issuance of Warrants

 

 

(13,979)

Issuance of common units for the Equity Restructuring

 

 

(135,440)

Issuance of common units for the CDM Acquisition

 

 

(324,910)

Purchase Price Adjustment for USA Compression Partners, LP

 

$

(654,340)


(1)

Goodwill recognized from the business combination primarily relates to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s areas of operation. The valuation of goodwill recognized from the business combination is final.

 

Transition Services Agreement

 

In connection with the closing of the Transactions, we entered into an agreement with the USA Compression Predecessor and ETP pursuant to which ETP and its affiliates provided certain services to us with respect to the business and operations of the USA Compression Predecessor’s existing assets, including information technology, accounting and emissions testing services, for a period of three months following the closing of the Transactions. Expenses associated with the transition services agreement were $0.7 million for the nine months ended September 30, 2018.

 

Unaudited Pro Forma Financial Information

 

The following unaudited pro forma condensed financial information for the three and nine months ended September 30, 2018 and 2017 gives effect to the Transactions as if they had occurred on January 1, 2017. The unaudited pro forma condensed financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the Transactions taken place on the dates indicated and is not intended to be a projection of future events.  The pro forma adjustments for the periods presented consist of (i) adjustments to combine the USA Compression Predecessor’s and the Partnership’s historical results of operations for the periods, (ii) adjustments to interest expense to include interest expense for additional revolving credit facility borrowings and include the interest expense associated with our Senior Notes (see Note 10), (iii) adjustments to depreciation and amortization expense attributable to adjustments recorded as a result of the purchase price allocation to the Partnership’s assets and liabilities

11


 

and (iv) adjustments to net loss attributable to common units and Class B Units attributable to distributions on the Partnership’s Series A Preferred Units (the “Preferred Units”).

 

The following table presents the unaudited pro forma revenues, net loss and basic and diluted net loss per unit information for each period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

    

2018

  

2017

  

2018

  

2017

Total revenues

 

$

168,947

 

$

139,223

 

$

490,114

 

$

417,670

Net loss

 

$

(563)

 

$

(86,249)

 

$

(53,839)

 

$

(258,746)

Net loss attributable to common and Class B unitholders' interests

 

$

(12,751)

 

$

(98,436)

 

$

(90,269)

 

$

(295,309)

Basic and diluted net loss per common unit and Class B Unit

 

$

(0.72)

 

$

(1.03)

 

$

(0.95)

 

$

(3.10)

 

The pro forma net loss for the three and nine months ended September 30, 2018 includes expenses that were a direct result of the Transactions, including $1.0 million in employee severance charges attributable to employees not retained by the Partnership subsequent to the Transactions and $21.7 million in transaction expenses, including advisory, audit and legal fees. These expenses were recognized by the Partnership as they were incurred during the period from January 1, 2018 to April 1, 2018, but because the USA Compression Predecessor’s historical condensed consolidated financial statements are now reflected for that period, the condensed consolidated financial statements presented in accordance with GAAP for the nine months ended September 30, 2018 do not reflect such expenses incurred as a direct result of the Transactions.

 

(4)  Trade Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts, which was $1.7 million and $0.8 million at September 30, 2018 and December 31, 2017, respectively, is our best estimate of the amount of probable credit losses included in our existing accounts receivable. We determine the allowance based upon historical write-off experience and specific customer circumstances. The determination of the allowance for doubtful accounts requires us to make estimates and judgments regarding our customers’ ability to pay amounts due. We continuously evaluate the financial strength of our customers based on payment history, the overall business climate in which our customers operate and specific identification of customer bad debt and make adjustments to the allowance as necessary. Our evaluation of our customers’ financial strength is based on the aging of their respective receivables balance, customer correspondence, financial information and third-party credit ratings. Our evaluation of the business climate in which our customers operate is based on a review of various publicly available materials regarding our customers’ industries, including the solvency of various companies in the industry.  During the three and nine months ended September 30, 2018, we increased our allowance for doubtful accounts by $0.5 million and $0.9 million, respectively, due primarily to estimated uncollectible amounts from customers of the USA Compression Predecessor.

 

The USA Compression Predecessor determined its allowance for doubtful accounts based upon historical write-off experience and specific identification of unrecoverable amounts. The USA Compression Predecessor reduced its allowance for doubtful accounts by $0.2 million and $3.7 million during the three and nine months ended September 30, 2017, respectively, due to write-offs of receivables and collections on accounts previously reserved.

 

(5)  Inventory

 

Components of inventory are as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30, 2018

    

December 31, 2017

Serialized parts

 

$

40,997

 

$

 —

Non-serialized parts

 

 

42,327

 

 

34,335

Total Inventory, gross

 

 

83,324

 

 

34,335

Less: obsolete and slow moving reserve

 

 

(281)

 

 

(1,114)

Total Inventory, net

 

$

83,043

 

$

33,221

 

 

12


 

(6)  Property and Equipment, Identifiable Intangible Assets and Goodwill

 

Property and Equipment

 

Property and equipment consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

  

September 30, 2018

    

December 31, 2017

Compression and treating equipment

 

$

3,224,882

 

$

1,799,151

Furniture and fixtures

 

 

1,114

 

 

780

Automobiles and vehicles

 

 

48,319

 

 

41,796

Computer equipment

 

 

51,896

 

 

25,049

Buildings

 

 

9,335

 

 

13,891

Land

 

 

77

 

 

77

Leasehold improvements

 

 

5,264

 

 

2,051

Total Property and equipment, gross

 

 

3,340,887

 

 

1,882,795

Less: accumulated depreciation and amortization

 

 

(799,544)

 

 

(689,874)

Total Property and equipment, net

 

$

2,541,343

 

$

1,192,921

 

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows:

 

 

 

 

 

Compression equipment, acquired new

 

25 years

 

Compression equipment, acquired used

 

5 - 25 years

 

Furniture and fixtures

 

3 - 10 years

 

Vehicles and computer equipment

 

1 - 10 years

 

Buildings

 

5 years

 

Leasehold improvements

 

5 years

 

 

Depreciation expense on property and equipment was $51.5 million and $136.0 million for the three and nine months ended September 30, 2018, respectively. The USA Compression Predecessor recognized $37.4 million and $107.5 million of depreciation expense on property and equipment for the three and nine months ended September 30, 2017, respectively. 

 

The Partnership implemented a change in the estimated useful lives of the USA Compression Predecessor’s property and equipment to conform with the Partnership’s historical asset lives, which is accounted for as a change in accounting estimate beginning on the Transactions Date on a prospective basis. This change resulted in an $11.3 million and $22.5 million increase to both operating income and net income for the three and nine months ended September 30, 2018, respectively, and a $0.12 and $0.30 increase to both basic and diluted earnings per common unit and Class B Unit for the three and nine months ended September 30, 2018, respectively.

 

As of September 30, 2018 and December 31, 2017, there was $34.2 million and $14.6 million, respectively, of property and equipment purchases in accounts payable and accrued liabilities.

 

During the three and nine months ended September 30, 2018, there were net losses on the disposition of assets of $1.3 million and $12.3 million, respectively. The net loss for the nine months ended September 30, 2018 was primarily attributable to disposals of various property and equipment by the USA Compression Predecessor. During the three and nine months ended September 30, 2017, the USA Compression Predecessor recognized a $0.5 million net loss and $0.2 million net gain on disposition of assets, respectively.

 

13


 

Identifiable Intangible Assets

 

Identifiable intangible assets, net consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

    

Customer

    

 

 

    

 

 

 

 

Relationships

 

Trade Names

 

Total

Net Balance at December 31, 2017

 

$

157,551

 

$

40,664

 

$

198,215

Additions (1)

 

 

221,500

 

 

 —

 

 

221,500

Amortization expense

 

 

(18,471)

 

 

(2,456)

 

 

(20,927)

Net Balance at September 30, 2018

 

$

360,580

 

$

38,207

 

$

398,788


(1)

Identifiable intangible assets were determined as part of the purchase price allocation to the Partnership’s assets acquired by the USA Compression Predecessor.

 

Accumulated amortization of intangible assets was $151.8 million and $130.9 million as of September 30, 2018 and December 31, 2017, respectively. The expected amortization of the intangible assets for each of the five succeeding years is $31.6 million.

 

Goodwill

 

As of September 30, 2018, the Partnership recognized $619.4 million of goodwill, of which $366.0 million was determined as part of the purchase price allocation to the Partnership’s assets acquired by the USA Compression Predecessor. 

 

(7)  Installment Receivable

 

On June 30, 2014, we entered into a FMV Bargain Purchase Option Grant Agreement (the “BPO Capital Lease Transaction”) with a customer, pursuant to which we granted a bargain purchase option to the customer with respect to certain compressor packages leased to the customer. The bargain purchase option provides the customer with an option to acquire the equipment at a value significantly less than the fair market value at the end of the lease term, which is seven years.

 

The BPO Capital Lease Transaction was accounted for as a  sales type lease resulting in a current installment receivable included in other accounts receivable of $3.5 million and a long-term installment receivable of $7.5 million as of September 30, 2018. The USA Compression Predecessor had no capital lease installment receivables as of December 31, 2017.

 

Revenue and interest income related to the capital lease is recognized over the lease term.  We recognize maintenance revenue within Contract operations revenue and interest income within Interest expense, net. Maintenance revenue was $0.3  million and $0.6 million for the three and nine  months ended September 30, 2018, respectively. Interest income was $0.2  million and $0.5 million for the three and nine months ended September 30, 2018, respectively.  The USA Compression Predecessor had no capital lease revenue or maintenance revenue related to capital leases for the three and nine months ended September 30, 2017, respectively.

 

(8)  Accrued Liabilities

 

As of September 30, 2018, accrued liabilities included $44.9 million of accrued sales tax contingency (Note 16),  $13.2 million of accrued property taxes and $11.3 million of accrued payroll and benefits.

 

As of December 31, 2017, the USA Compression Predecessor recognized $27.8 million of accrued equipment and other asset purchases, $8.3 million of accrued payroll and benefits and $0.7 million of accrued property taxes.

 

(9)  Income Taxes

 

We, including the USA Compression Predecessor, are subject to the Revised Texas Franchise Tax (“Texas Margin Tax”). We do not conduct business in any other state where a similar tax is applied. The Texas Margin Tax requires certain forms of legal entities, including limited partnerships, to pay a tax of 0.75% on its “margin,” as defined in the law, based on annual results. The tax base to which the margin tax is applied is the least of (1) 70% of total revenues for

14


 

federal income tax purposes, (2) total revenue less cost of goods sold or (3) total revenue less compensation for federal income tax purposes.

 

Components of our income tax expense (benefit) related to the Texas Margin Tax are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

  

2018

  

2017

  

2018

  

2017

Current tax expense

 

$

120

 

$

(42)

 

$

239

 

$

 —

Deferred tax expense (benefit)

 

$

(1,038)

 

$

1,946

 

$

(1,863)

 

$

3,954

Total income tax expense (benefit)

 

$

(918)

 

$

1,904

 

$

(1,624)

 

$

3,954

 

Deferred income tax balances are the direct effect of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the taxes are actually paid or recovered. The tax effects of temporary differences that give rise to deferred tax liabilities are as follows (in thousands):

 

 

 

 

 

 

 

 

 

  

September 30, 2018

    

December 31, 2017

Deferred tax liability - Property and equipment

 

$

3,340

 

$

3,791

 

The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 740 Income Taxes (“ASC Topic 740”) provides guidance on measurement and recognition in accounting for income tax uncertainties and provides related guidance on derecognition, classification, disclosure, interest and penalties. As of September 30, 2018 and December 31, 2017, neither we nor the USA Compression Predecessor had any material unrecognized tax benefits (as defined in ASC Topic 740). We do not expect to incur interest charges or penalties related to our tax positions, but if such charges or penalties are incurred, our policy is to account for interest charges as Interest expense, net and penalties as Income tax expense.

 

The Bipartisan Budget Act of 2015 provides that any tax adjustments (including any applicable penalties and interest) resulting from partnership audits will generally be determined at the partnership level for tax years beginning after December 31, 2017. To the extent possible under the new rules, our General Partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the Internal Revenue Service or, if we are eligible, issue a revised information statement to each unitholder and former unitholder with respect to an audited and adjusted return. The Bipartisan Budget Act of 2015 allows a partnership to elect to apply these provisions to any return of the partnership filed for partnership taxable years beginning after the date of enactment, November 2, 2015. We do not intend to elect to apply these provisions for any tax return filed for partnership taxable years beginning before January 1, 2018.

 

(10)  Long-Term Debt

 

Our long-term debt, of which there is no current portion, consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

December 31, 2017

Revolving credit facility

 

$

1,021,824

 

$

 —

Senior Notes, aggregate principal

 

 

725,000

 

 

 —

Less: deferred financing costs, net of amortization

 

 

(16,061)

 

 

 —

Senior Notes, net

 

 

708,939

 

 

 —

Total long-term debt, net

 

$

1,730,763

 

$

 —

 

Revolving Credit Facility

 

On April 2, 2018, we entered into the Sixth Amended and Restated Credit Agreement (the “Sixth A&R Credit Agreement”) by and among the Partnership, as borrower, USAC OpCo 2, LLC, USAC Leasing 2, LLC, USA Compression Partners, LLC, USAC Leasing, LLC, CDM Resource, CDM E&T and USA Compression Finance Corp. (“Finance Corp”), the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as agent and an LC issuer, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Regions Capital Markets, a division of Regions Bank, RBC Capital Markets and Wells Fargo Bank, N.A., as joint lead arrangers and joint book runners, Barclays Bank PLC, Regions Bank,

15


 

RBC Capital Markets and Wells Fargo Bank, N.A., as syndication agents, and MUFG Union Bank, N.A., SunTrust Bank and The Bank of Nova Scotia, as senior managing agents.

 

The Sixth A&R Credit Agreement has an aggregate commitment of $1.6 billion (subject to availability under our borrowing base), with a further potential increase of $400 million, and has a maturity date of April 2, 2023.

 

The Sixth A&R Credit Agreement permits us to make distributions of available cash to unitholders so long as (a) no default under the facility has occurred, is continuing or would result from the distribution, (b) immediately prior to and after giving effect to such distribution, we are in compliance with the facility’s financial covenants and (c) immediately after giving effect to such distribution, we have availability under the revolving credit facility of at least $100 million. In addition, the revolving credit facility contains various covenants that may limit, among other things, our ability to (subject to exceptions):

 

·

grant liens;

 

·

make certain loans or investments;

 

·

incur additional indebtedness or guarantee other indebtedness;

 

·

enter into transactions with affiliates;

 

·

merge or consolidate;

 

·

sell our assets; or

 

·

make certain acquisitions.

 

The revolving credit facility also contains various financial covenants, including covenants requiring us to maintain:

 

·

a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; and

 

·

a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, for the annualized trailing three months of (a) 5.75 to 1.0 through the end of the fiscal quarter ending March 31, 2019, (b) 5.5 to 1.0 through the end of the fiscal quarter ending December 31, 2019 and (c) 5.00 to 1.0 thereafter, in each case subject to a provision for increases to such thresholds by 0.5 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs.

 

If a default exists under the Sixth A&R Credit Agreement, the lenders will be able to accelerate the maturity on the amount then outstanding and exercise other rights and remedies.

  

In connection with entering into the Sixth A&R Credit Agreement, we paid certain upfront fees and arrangement fees to the arrangers, syndication agents and senior managing agents of the Sixth A&R Credit Agreement in the amount of $14.3 million during the nine months ended September 30, 2018. These fees were capitalized to loan costs and will be amortized through April 2023. Amounts borrowed and repaid under the Sixth A&R Credit Agreement may be re-borrowed. 

 

As of September 30, 2018, we were in compliance with all of our covenants under the Sixth A&R Credit Agreement.

 

As of September 30, 2018, we had outstanding borrowings under the Sixth A&R Credit Agreement of $1.0  billion, $578.2 million of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $309.7 million. Our interest rate in effect for all borrowings under the Sixth A&R Credit Agreement as of September 30, 2018 was 4.68% with a weighted average interest rate of 4.65% for the three months ended September 30, 2018 and 4.60% for the period from the Transactions Date to September 30, 2018. There were no letters of credit issued as of September 30, 2018.

 

The Sixth A&R Credit Agreement matures in April 2023 and we expect to maintain it for the term. The facility is a “revolving credit facility” that includes a lock box arrangement, whereby remittances from customers are forwarded to a bank account controlled by the administrative agent and are applied to reduce borrowings under the facility.

16


 

 

Senior Notes

 

On March 23, 2018, the Partnership and its wholly owned finance subsidiary, Finance Corp, co-issued $725.0 million aggregate principal amount of the Senior Notes that mature on April 1, 2026. The Senior Notes accrue interest from March 23, 2018 at the rate of 6.875% per year. Interest on the Senior Notes is payable semi-annually in arrears on each of April 1 and October 1, commencing on October 1, 2018.

 

Prior to April 1, 2021, we may redeem up to 35% of the aggregate principal amount of the Senior Notes at a redemption price equal to 106.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net proceeds from one or more equity offerings, provided that at least 65% of the aggregate principal amount of the Senior Notes remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes held by us and our subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering. Prior to April 1, 2021, we may redeem all or a part of the Senior Notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. On or after April 1, 2021, we may redeem all or a part of the Senior Notes at redemption prices (expressed as percentages of the principal amount) equal to 105.156% for the twelve-month period beginning on April 1, 2021, 103.438% for the twelve-month period beginning on April 1, 2022, 101.719% for the twelve-month period beginning on April 1, 2023 and 100.00% beginning on April 1, 2024 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date. If we experience a change of control followed by a ratings decline, unless we have previously exercised or concurrently exercise the right to redeem the Senior Notes (as described above), we may be required to offer to repurchase the Senior Notes at a purchase price equal to 101% of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

 

There are no financial maintenance covenants associated with the Senior Notes.

 

In connection with issuing the Senior Notes, we incurred certain issuance costs in the amount of $17.3 million which is amortized over the term of the Senior Notes using the effective interest method.

 

The Senior Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by all of our existing subsidiaries (other than Finance Corp), and will be fully and unconditionally guaranteed, jointly and severally, by each of our future restricted subsidiaries that either borrows under, or guarantees, our revolving credit facility or guarantees certain of our other indebtedness (collectively, the “Guarantors”). The Senior Notes and the Guarantees are general unsecured obligations and rank equally in right of payment with all of the Guarantors’ and our existing and future senior indebtedness and senior to the Guarantors’ and our future subordinated indebtedness, if any. The Senior Notes and the Guarantees are effectively subordinated in right of payment to all of the Guarantors and our existing and future secured debt, including debt under our revolving credit facility and guarantees thereof, to the extent of the value of the assets securing such debt, and are structurally subordinated to all indebtedness of any of our subsidiaries that do not guarantee the Senior Notes.

 

We have no assets or operations independent of our subsidiaries, and there are no significant restrictions upon our ability to obtain funds from our subsidiaries by dividend or loan. Each of the Guarantors is 100% owned by us. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

 

The Senior Notes were issued in a private placement on March 23, 2018, and the Partnership has agreed to register the Senior Notes with the SEC by March 23, 2019 or be subject to certain penalties.

 

Subsidiary Guarantors

 

On April 20, 2017, the Partnership filed a Registration Statement on Form S-3 (the “Registration Statement”) with the SEC to register the issuance and sale of, among other securities, debt securities, which may be co-issued by Finance Corp (together with the Partnership, the “Issuers”) and fully and unconditionally guaranteed on a joint and several basis by the Partnership’s operating subsidiaries for the benefit of each Holder and the Trustee. Such guarantees will be subject to release, subject to certain limitations, as follows (i) upon the sale, exchange or transfer, by way of a merger or otherwise, to any Person that is not our Affiliate, of all of our direct or indirect limited partnership or other equity interest in such Subsidiary Guarantor; or (ii) upon delivery by an Issuer of a written notice to the Trustee of the release or discharge of all

17


 

guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under the indenture governing such debt and any debt securities issued under such indenture, except a discharge or release by or as a result of payment under such guarantees. Capitalized terms used but not defined in this paragraph are defined in the Form of Indenture filed as Exhibit 4.1 to the Registration Statement.

 

The USA Compression Predecessor did not hold any debt as of December 31, 2017.

 

(11)  Partners’ Capital

 

Class B Units

 

As of September 30, 2018, we had 6,397,965 Class B Units outstanding which represent limited partner interests in the Partnership, all of which were held by ETP. Each Class B Unit will automatically be converted into one common unit following the record date attributable to the quarter ending June 30, 2019. Each Class B Unit has all of the rights and obligations of a common unit except the right to participate in distributions made prior to conversion into common units.

 

Common Units

 

As of September 30, 2018, we had 89,966,676 common units outstanding. As of September 30, 2018, ETE held 20,466,912 common units, including 8,000,000 common units held by the General Partner and controlled by ETE, and ETP held 19,191,351 common units.  Subsequent to the ETE Merger, ETP holds 39,658,263 common units, including 8,000,000 common units held by the General Partner and controlled by ETP.

 

USA Compression Holdings, which controlled our General Partner and its IDRs until April 2, 2018, sold all of its remaining common units during the three months ended September 30, 2018. 

 

Cash Distributions

 

We have declared quarterly distributions per unit to limited partner unitholders of record, including holders of common and phantom units, and distributions paid to the General Partner, including distributions on the General Partner Interest and IDRs, as follows (in millions, except distributions per unit): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution per

 

Amount Paid to

 

Amount Paid to

 

Amount Paid to

 

 

 

 

 

Limited Partner

 

Common

 

General

 

Phantom

 

Total

 

Payment Date

  

Unit

  

Unitholders

  

Partner

  

Unitholders

  

Distribution

 

August 11, 2017

 

$

0.525

 

$

32.3

 

$

0.8

 

$

0.6

 

$

33.7

 

November 10, 2017

 

$

0.525

 

$

32.6

 

$

0.8

 

$

0.5

 

$

33.9

 

February 14, 2018

 

$

0.525

 

$

32.7

 

$

0.8

 

$

0.8

 

$

34.3

 

May 11, 2018

 

$

0.525

 

$

47.2

 

$

 —

 

$

0.4

 

$

47.6

 

August 10, 2018

 

$

0.525

 

$

47.2

 

$

 —

 

$

0.4

 

$

47.6

 

 

With the closing of the Transactions on April 2, 2018 and effective beginning with the May 11, 2018 distribution, the General Partner no longer receives distributions on the General Partner Interest or IDRs.

 

Announced Quarterly Distribution

 

On October  18, 2018, we announced a cash distribution of $0.525 per unit on our common units. The distribution will be paid on November 9, 2018 to common unitholders of record as of the close of business on October 29, 2018.

 

Distribution Reinvestment Plan

 

During the nine months ended September 30, 2018, distributions of $0.4 million were reinvested under the Distribution Reinvestment Plan (“DRIP”) resulting in the issuance of 24,261 common units.

 

Earnings Per Unit

 

The computation of earnings per unit is based on the weighted average number of participating securities outstanding during the applicable period. Basic earnings per unit is determined by dividing net income (loss) allocated to participating

18


 

securities after deducting the amount distributed on Preferred Units, by the weighted average number of participating securities outstanding during the period. Net income (loss) is allocated to participating securities based on their respective shares of the distributed and undistributed earnings for the period. To the extent cash distributions exceed net income (loss) for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages. Diluted earnings per unit are computed using the treasury stock method, which considers the potential issuance of limited partner units associated with our long-term incentive plan and warrants.  The classes of participating securities include common units, Class B Units, and certain equity-based compensation awards. Unvested phantom units and unexercised warrants are not included in basic earnings per unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per unit to the extent that they are dilutive.  For the three and nine months ended September 30, 2018, approximately 156,000 and 52,000 incremental unvested phantom units, respectively, and 0 and 31,000 incremental warrants were excluded from the calculation of diluted earnings per unit because the impact was anti-dilutive. Earnings per unit is not applicable to the USA Compression Predecessor as the USA Compression Predecessor had no outstanding common units prior to the Transactions.

 

 

 

 

 

(12)   Preferred Units and Warrants

 

Series A Preferred Unit and Warrant Private Placement

 

On April 2, 2018, we completed a private placement of $500 million in the aggregate of (i) newly established Preferred Units and (ii) warrants to purchase common units (the “Warrants”) pursuant to a Series A Preferred Unit and Warrant Purchase Agreement dated January 15, 2018, with certain investment funds managed or advised by EIG Global Energy Partners (collectively, the “Preferred Unitholders”).  We issued 500,000 Preferred Units with a face value of $1,000 per Preferred Unit and issued two tranches of Warrants to the Preferred Unitholders, which included Warrants to purchase 5,000,000 common units with a strike price of $17.03 per unit and 10,000,000 common units with a strike price of $19.59 per unit. The Warrants may be exercised by the holders thereof at any time beginning April 2, 2019 and before April 2, 2028.  

 

The Preferred Units rank senior to the common units with respect to distributions and rights upon liquidation. The Preferred Unitholders are entitled to receive cumulative quarterly distributions equal to $24.375 per Preferred Unit and which may be paid in cash or, subject to certain limits, a combination of cash and additional Preferred Units as determined by the General Partner with respect to any quarter ending on or prior to June 30, 2019.  For the three months ended June 30, 2018, the distribution was pro-rated for the period the Preferred Units were outstanding, which resulted in an initial distribution of $24.107 per Preferred Unit which was paid on August 10, 2018. The distribution attributable to the quarter ended September 30, 2018 will be paid on November 9, 2018 to Preferred Unitholders of record as of the close of business on October 29, 2018.

 

The Preferred Units are convertible, at the option of the Preferred Unitholders, into common units as follows: one third on or after April 2, 2021, two thirds on or after April 2, 2022, and the remainder on or after April 2, 2023. On or after April 2, 2023, we have the option to redeem all or any portion of the Preferred Units then outstanding. On or after April 2, 2028, the Preferred Unitholders have the right to require us to redeem all or a portion of the Preferred Units then outstanding, the purchase price for which we may elect to pay up to 50% in common units, subject to certain additional limits.

 

We determined that pursuant to ASC Topic 480 and ASC Topic 815, the Preferred Units meet the requirement to be classified between liabilities and equity as “mezzanine equity” and the Warrants meet the requirement to be classified as equity. The Warrants were valued using the Black-Scholes-Merton model. The Preferred Units have been recorded at their issuance date fair value, net of issuance cost.  Net income allocations increase the carrying value and declared distributions decrease the carrying value of the Preferred Units. As the Preferred Units are not currently redeemable and it is not probable that they will become redeemable, adjustment to the initial carrying amount is not necessary and would only be required if it becomes probable that the Preferred Units would become redeemable.

 

19


 

The changes in the Preferred Units balance from December 31, 2017 through September 30, 2018 are summarized below (in thousands):

 

 

 

 

 

 

 

Preferred Units

Balance at December 31, 2017

 

$

 —

Issuance of Preferred Units on April 2, 2018, net