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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of long-term debt of the Partnership (in thousands)



	December 31,
	2019			2018
Senior Notes 2026, aggregate principal	$	725,000		$	725,000
Senior Notes 2027, aggregate principal	750,000			—
Less: deferred financing costs, net of amortization	(25,362		)	(15,489		)
Total Senior Notes, net	1,449,638			709,511
Revolving Credit Facility	402,722			1,049,547
Total long-term debt, net	$	1,852,360		$	1,759,058

Schedule of redemption prices (expressed as percentages of the principal amount)

On or after September 1, 2022, we may redeem all or a part of the Senior Notes 2027 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below:



Year	Percentages
2022	105.156	%
2023	103.438	%
2024	101.719	%
2025 and thereafter	100.000	%



Year	Percentages
2021	105.156	%
2022	103.438	%
2023	101.719	%
2024 and thereafter	100.000	%

Schedule of maturities of long term debt (in thousands)

Maturities of long-term debt for each of the five succeeding years are as follows (in thousands):



Years Ending December 31,
2020	$	—
2021	—
2022	—
2023	402,722
2024	—

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 10	$ 99
Accounts receivable:
Trade, net	80,276	75,572
Other	11,057	3,809
Related party receivables	45,461	47,661
Inventories	91,923	89,007
Prepaid expenses and other assets	2,196	1,592
Total current assets	230,923	217,740
Lease right-of-use assets	18,317	0
Property and equipment, net	2,482,943	2,521,488
Identifiable intangible assets, net	363,171	392,550
Goodwill	619,411	619,411
Other assets	15,642	23,460
Total assets	3,730,407	3,774,649
Current liabilities:
Accounts payable	21,703	24,199
Accrued liabilities	119,383	94,028
Deferred revenue	48,289	31,372
Total current liabilities	189,375	149,599
Long-term debt, net	1,852,360	1,759,058
Operating lease liabilities	17,343	0
Other liabilities	13,422	9,827
Total liabilities	2,072,500	1,918,484
Commitments and contingencies
Preferred Units	477,309	477,309
Partners’ capital:
Total partners’ capital	1,180,598	1,378,856
Total liabilities, Preferred Units and partners’ capital	$ 3,730,407	$ 3,774,649
Warrants
Partners’ capital:
Warrants	13,979	13,979
Total partners’ capital	$ 13,979	$ 13,979
Limited partner \| Common units
Partners’ capital:
Limited Partners' Capital Account	1,166,619	1,289,731
Total partners’ capital	1,166,619	1,289,731
Limited partner \| Class B Units
Partners’ capital:
Limited Partners' Capital Account	0	75,146
Total partners’ capital	$ 0	$ 75,146

Consolidated Statements of Changes in Partners' Capital And Predecessor Parent Company Net Investment - USD ($) shares in Thousands, $ in Thousands	Total	Predecessor Parent Company Net Investment	Common units Limited partner	Class B Units Limited partner	Warrants
Partners' capital at Dec. 31, 2016	$ 1,929,223	$ 1,929,223	$ 0	$ 0	$ 0
Increase (Decrease) in Partners' Capital
Predecessor net loss	(264,734)	(264,734)
Predecessor parent company net contributions	381	381
Partners' capital at Dec. 31, 2017	1,664,870	1,664,870	0	0	0
Increase (Decrease) in Partners' Capital
Predecessor net loss	(10,551)
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	(36,111)		(36,111)
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	5,242		5,242
Distributions and distribution equivalent rights	(141,694)		(141,694)
Issuance of common units under the DRIP	$ 645		$ 645
Unit-based compensation for equity classified awards	41		41
Net loss attributable to common and Class B unitholders’ interests	$ (23,611)		$ (12,632)	(10,979)
Partners' capital at Dec. 31, 2018	1,378,856	0	1,289,731	75,146	13,979
Increase (Decrease) in Partners' Capital
Predecessor net loss	39,132
Vesting of phantom units	2,926		2,926
Distributions and distribution equivalent rights	(192,723)		(192,723)
Issuance of common units under the DRIP	$ 997		$ 997
Unit-based compensation for equity classified awards	160		160
Net loss attributable to common and Class B unitholders’ interests	$ (9,618)		$ (1,774)	(7,844)
Conversion of Class B Units to common units			67,302	(67,302)
Partners' capital at Dec. 31, 2019	$ 1,180,598	$ 0	$ 1,166,619	$ 0	$ 13,979

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Serialized parts	$ 43,890	$ 45,568
Non-serialized parts	48,033	43,439
Total inventories	$ 91,923	$ 89,007

Preferred Units and Warrants - Declared quarterly distributions per unit (Details) - $ / shares	Nov. 08, 2019	Aug. 09, 2019	May 10, 2019	Feb. 08, 2019	Nov. 09, 2018	Aug. 10, 2018
Preferred Units and Warrants
Preferred stock, dividends per share, declared (in dollars per share)	$ 24.375	$ 24.375	$ 24.375	$ 24.375	$ 24.375	$ 24.107

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	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 a historical context or in reference to periods prior to the Transactions Date, refer 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.” The General Partner has been wholly owned by Energy Transfer Operating, L.P. (“ETO”) since October 2018, when Energy Transfer Equity, L.P. (“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” (“ET LP”) and ETP changed its name to “Energy Transfer Operating, L.P.” Upon the closing of the ETE Merger, ETE contributed to ETO 100% of the limited liability company interests in the General Partner. References herein to “ETO” refer to ETP for periods prior to the ETE Merger and ETO following the ETE Merger, and references to “ET LP” refer to ETE for periods prior to the ETE Merger and ET 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 natural gas treating services, such as carbon dioxide and hydrogen sulfide removal, cooling, and dehydration. The USA Compression Predecessor had operations located in Texas, Oklahoma, Louisiana, Arkansas, Pennsylvania, New Mexico, Colorado, Ohio, and West Virginia. Certain of our operating subsidiaries are borrowers under a revolving credit facility and the Partnership is a guarantor of that revolving credit facility (see Note 10). The accompanying consolidated financial statements include the accounts of the Partnership and its operating subsidiaries, all of which are wholly owned by us. Net loss attributable to partners is allocated to our common units and Class B Units using the two-class income allocation method. All intercompany balances and transactions have been eliminated in consolidation. Our common units trade on the New York Stock Exchange under the ticker symbol “USAC”. USA Compression Management Services, LLC (“USAC Management”), a wholly owned subsidiary of the General Partner, performs certain management and other administrative services for us, such as accounting, corporate development, finance and legal. All of our employees, including our executive officers, are employees of USAC Management. As of December 31, 2019, USAC Management had 879 full time employees. None of our employees are subject to collective bargaining agreements. 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 ETO (the “CDM Acquisition”) in exchange for aggregate consideration of approximately $1.7 billion, consisting of (i) 19,191,351 common units representing limited partner interests in us (the “common units”), (ii) 6,397,965 Class B units representing limited partner interests in us (“Class B Units”) and (iii) $1.2 billion in cash (including customary closing adjustments). On July 30, 2019, 6,397,965 Class B Units automatically converted into common units on a one-for-one basis, resulting in the issuance of 6,397,965 common units to ETO. Following the conversion, there are no longer Class B Units outstanding. 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 ET LP, Energy Transfer Partners, L.L.C., USA Compression Holdings, LLC (“USA Compression Holdings”) and, solely for certain purposes therein, R/C IV USACP Holdings, L.P. and ETO, pursuant to which, among other things, ET LP 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 ET LP to USA Compression Holdings equal to $250.0 million (the “GP Purchase”). Upon the closing of the ETE Merger, ET LP contributed all of the interests in the General Partner and the 12,466,912 common units to ETO. 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 (the “Equity Restructuring Agreement”), pursuant to which, among other things, the Partnership, the General Partner and ET LP agreed to cancel the Partnership’s Incentive Distribution Rights (“IDRs”) and convert the General Partner’s interest 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”). In addition, at any time after one year following the Transactions Date, ET LP has the right to contribute (or cause any of its subsidiaries to contribute) to us all of the outstanding equity interests in any of its subsidiaries that owns the general partner interest in us in exchange for $10.0 million (the “GP Contribution”); provided that the GP Contribution will occur automatically if at any time following the Transactions Date (i) ET LP or one of its subsidiaries (including ETO) owns, directly or indirectly, the general partner interest in us and (ii) ET LP and its subsidiaries (including ETO) collectively own less than 12,500,000 of our common units. The CDM Acquisition, GP Purchase and Equity Restructuring are collectively referred to as the “Transactions.”

Income Tax Expense (Benefit) - Tax effects of temporary differences related to property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Property and equipment	$ 3,881	$ 2,540
Identifiable intangible assets	35	0
Total deferred tax liabilities	$ 3,916	$ 2,540

Partners' Capital - Change in common units and Class B Units outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Increase (Decrease) in Partners' Capital
Number of common units issued under DRIP	60,584	39,280
Limited partner \| Common units
Increase (Decrease) in Partners' Capital
Partners' capital account, beginning balance	89,983,790
Vesting of phantom units	189,637
Number of common units issued under DRIP	60,584
Conversion of Class B Units to common units	6,397,965
Partners' capital account, ending balance	96,631,976	89,983,790
Limited partner \| Class B Units
Increase (Decrease) in Partners' Capital
Partners' capital account, beginning balance	6,397,965
Conversion of Class B Units to common units	(6,397,965)
Partners' capital account, ending balance	0	6,397,965

Acquisitions Schedule of purchase price allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Apr. 02, 2018
Business Acquisition [Line Items]
Goodwill	$ 619,411	$ 619,411
USA Compression Partners, LP
Business Acquisition [Line Items]
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			365,983
Net assets acquired			1,081,741
Cash assumed in the CDM Acquisition			(710,506)
Issuance of common units for the Equity Restructuring			(135,440)
Purchase price adjustment for USA Compression Partners, LP			(654,340)
Preferred Units \| USA Compression Partners, LP
Business Acquisition [Line Items]
Issuance of units			(465,121)
Class B Units \| USA Compression Partners, LP
Business Acquisition [Line Items]
Issuance of units			(86,125)
Warrants \| USA Compression Partners, LP
Business Acquisition [Line Items]
Issuance of units			(13,979)
Common units \| USA Compression Partners, LP
Business Acquisition [Line Items]
Issuance of units			$ (324,910)

Lease Accounting (Notes)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Lease Accounting

Lessee Accounting

We maintain both finance leases and operating leases, primarily related to office space, warehouse facilities and certain corporate equipment. Our leases have remaining lease terms of up to 10 years, some of which include options that permit renewals for additional periods.

We determine if an arrangement is a lease at inception. Operating leases are included in lease right-of-use assets, accrued liabilities and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, accrued liabilities and other liabilities in our consolidated balance sheets.

ROU lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. ROU lease assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable costs such as our proportionate share of actual costs for utilities, common area maintenance, property taxes and insurance are not included in the lease liability and are recognized in the period in which they are incurred.

For short-term leases (leases that have terms of twelve months or less upon commencement), lease payments are recognized on a straight line basis and no ROU assets are recorded. For certain equipment leases, such as office equipment, we account for the lease and non-lease components as a single lease component.

Supplemental balance sheet information related to leases consisted of the following (in thousands):



	December 31,
	2019			2018
Operating leases:
Lease right-of-use assets	$	18,317		$	—
Accrued liabilities	(2,451		)	—
Operating lease liabilities	(17,343		)	—
Finance leases:
Property and equipment, gross	$	7,268		$	7,683
Accumulated depreciation	(5,845		)	(4,882		)
Property and equipment, net	1,423			2,801
Accrued liabilities	(774		)	(1,085		)
Other liabilities	(1,550		)	(2,114		)

Components of lease expense consisted of the following (in thousands):



	Income Statement Line Item	Year Ended December 31, 2019
Operating lease costs:
Operating lease cost	Cost of operations, exclusive of depreciation and amortization	$	1,796
Operating lease cost	Selling, general and administrative	1,165
Total operating lease costs		2,961
Finance lease costs:
Amortization of lease assets	Depreciation and amortization	1,638
Short-term lease costs:
Short-term lease cost	Cost of operations, exclusive of depreciation and amortization	309
Short-term lease cost	Selling, general and administrative	34
Total short-term lease costs		343
Variable lease costs:
Variable lease cost	Cost of operations, exclusive of depreciation and amortization	226
Variable lease cost	Selling, general and administrative	1,130
Total variable lease costs		1,356
Total lease costs		$	6,298

The weighted average remaining lease terms and weighted average discount rates were as follows:



	December 31, 2019
Weighted average remaining lease term:
Operating leases	8 years
Finance leases	4 years
Weighted average discount rate:
Operating leases	4.9	%
Finance leases	2.6	%

Supplemental cash flow information related to leases consisted of the following (in thousands):



	Year Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(3,001	)
Operating cash flows from finance leases	(788		)
Financing cash flows from finance leases	(1,035		)
ROU assets obtained in exchange for lease obligations:
Operating leases	$	17,367
Finance leases	259

Maturities of lease liabilities as of December 31, 2019 consisted of the following (in thousands):



	Operating Leases			Finance Leases			Total
2020	$	3,358		$	814		$	4,172
2021	3,046			567			3,613
2022	2,849			398			3,247
2023	2,738			369			3,107
2024	2,627			284			2,911
Thereafter	9,625			—			9,625
Total lease payments	24,243			2,432			26,675
Less: present value discount	(4,449		)	(108		)	(4,557		)
Present value of lease liabilities	$	19,794		$	2,324		$	22,118

As of December 31, 2019, we have entered into two operating leases that have not yet commenced with an estimated present value of $7.1 million. These operating leases will both commence in the first quarter of 2020 and have terms of two years and ten years.

Lessor Accounting

We granted a bargain purchase option to a 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 in 2021.

We accounted for this option as a sales type lease resulting in a current installment receivable included in other accounts receivable of $4.0 million and $3.7 million, and a long-term installment receivable included in other assets of $2.9 million and $6.9 million as of December 31, 2019 and December 31, 2018, respectively.

Revenue and interest income related to the lease is recognized over the lease term. We recognize maintenance revenue within contract operations revenue and interest income within interest expense, net. Maintenance revenue recognized for the years ended December 31, 2019 and 2018 was $1.3 million and $1.0 million, respectively. Interest income recognized for the years ended December 31, 2019 and 2018 was $0.7 million and $0.7 million, respectively. The USA Compression Predecessor had no lease revenue, maintenance revenue or interest income related to leases for the year ended December 31, 2017.

Lease payments expected to be received subsequent to December 31, 2019 are as follows (in thousands):



	Receivables
2020	$	5,673
2021	3,356
Total installment receivables	9,029
Less: present value discount	(2,105		)
Present value of installment receivables	$	6,924

ASC Topic 842 provides lessors with a practical expedient to not separate non-lease components from the associated lease components and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC Topic 606 Revenue from Contracts with Customers (“ASC Topic 606”) and certain conditions are met. Our contract operations services agreements meet these conditions and we consider the predominant component to be the non-lease components, resulting in the ongoing recognition of revenue following ASC Topic 606 guidance.

Lease Accounting

Lessee Accounting

Supplemental balance sheet information related to leases consisted of the following (in thousands):



	December 31,
	2019			2018
Operating leases:
Lease right-of-use assets	$	18,317		$	—
Accrued liabilities	(2,451		)	—
Operating lease liabilities	(17,343		)	—
Finance leases:
Property and equipment, gross	$	7,268		$	7,683
Accumulated depreciation	(5,845		)	(4,882		)
Property and equipment, net	1,423			2,801
Accrued liabilities	(774		)	(1,085		)
Other liabilities	(1,550		)	(2,114		)

Components of lease expense consisted of the following (in thousands):



	Income Statement Line Item	Year Ended December 31, 2019
Operating lease costs:
Operating lease cost	Cost of operations, exclusive of depreciation and amortization	$	1,796
Operating lease cost	Selling, general and administrative	1,165
Total operating lease costs		2,961
Finance lease costs:
Amortization of lease assets	Depreciation and amortization	1,638
Short-term lease costs:
Short-term lease cost	Cost of operations, exclusive of depreciation and amortization	309
Short-term lease cost	Selling, general and administrative	34
Total short-term lease costs		343
Variable lease costs:
Variable lease cost	Cost of operations, exclusive of depreciation and amortization	226
Variable lease cost	Selling, general and administrative	1,130
Total variable lease costs		1,356
Total lease costs		$	6,298

The weighted average remaining lease terms and weighted average discount rates were as follows:



	December 31, 2019
Weighted average remaining lease term:
Operating leases	8 years
Finance leases	4 years
Weighted average discount rate:
Operating leases	4.9	%
Finance leases	2.6	%

Supplemental cash flow information related to leases consisted of the following (in thousands):



	Year Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(3,001	)
Operating cash flows from finance leases	(788		)
Financing cash flows from finance leases	(1,035		)
ROU assets obtained in exchange for lease obligations:
Operating leases	$	17,367
Finance leases	259

Maturities of lease liabilities as of December 31, 2019 consisted of the following (in thousands):



	Operating Leases			Finance Leases			Total
2020	$	3,358		$	814		$	4,172
2021	3,046			567			3,613
2022	2,849			398			3,247
2023	2,738			369			3,107
2024	2,627			284			2,911
Thereafter	9,625			—			9,625
Total lease payments	24,243			2,432			26,675
Less: present value discount	(4,449		)	(108		)	(4,557		)
Present value of lease liabilities	$	19,794		$	2,324		$	22,118

Lessor Accounting

Lease payments expected to be received subsequent to December 31, 2019 are as follows (in thousands):



	Receivables
2020	$	5,673
2021	3,356
Total installment receivables	9,029
Less: present value discount	(2,105		)
Present value of installment receivables	$	6,924

Income Tax Expense (Benefit) (Details)	12 Months Ended
Income Tax Expense (Benefit) (Details)	Dec. 31, 2019 USD ($)
Income Tax Examination [Line Items]
Unrecognized tax benefits	$ 0
Texas Comptroller
Income Tax Examination [Line Items]
Texas margin tax (as a percent)	0.75%
Minimum tax base (as a percent)	70.00%

Transactions with Related Parties - Revenues from related party (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Transactions with Related Parties
Revenue from related parties	$ 19,967	$ 17,054	$ 17,240
Entities affiliated with ETP
Transactions with Related Parties
Revenue from related parties	$ 19,967	$ 17,054	$ 17,200

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	Feb. 28, 2020	Dec. 31, 2019	Dec. 31, 2018
Other commitments
Future purchase commitments		$ 49.3
Subsequent Event
Other commitments
Amount awarded to other party	$ 4.0
Insurance Claims
Other commitments
Loss contingency accrual		0.6
Settled Litigation
Other commitments
Loss contingency, receivable		4.0
Loss contingency accrual		4.0
ETO
Other commitments
Related party receivables		44.9	$ 44.9
ETO
Other commitments
Accrued liabilities		$ 44.9

Revenue Recognition - Components of deferred revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Deferred revenue, current	$ 48,289	$ 31,372
Deferred revenue, noncurrent	7,957	5,173
Deferred revenue	$ 56,246	$ 36,545

Property And Equipment, Identifiable Intangible Assets and Goodwill - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property and Equipment
Property and Equipment, gross	$ 3,491,123	$ 3,343,024
Less accumulated depreciation and amortization	(1,008,180)	(821,536)
Property and Equipment, net	2,482,943	2,521,488
Compression and treating equipment
Property and Equipment
Property and Equipment, gross	3,384,985	3,239,831
Computer equipment
Property and Equipment
Property and Equipment, gross	54,940	54,806
Automobiles and vehicles
Property and Equipment
Property and Equipment, gross	33,544	32,490
Buildings
Property and Equipment
Property and Equipment, gross	8,639	9,314
Leasehold improvements
Property and Equipment
Property and Equipment, gross	7,395	5,377
Furniture and fixtures
Property and Equipment
Property and Equipment, gross	1,543	1,129
Land
Property and Equipment
Property and Equipment, gross	$ 77	$ 77

Long-Term Debt (Details) $ in Thousands	12 Months Ended
Long-Term Debt (Details) $ in Thousands	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Mar. 07, 2019 USD ($)	Mar. 23, 2018 USD ($)
Long-term debt
Long-term debt, current portion	$ 0
Loan fees and incurred costs paid during period	13,679	$ 17,683	$ 0
Letters of credit	$ 0
USA Compression Partners, LP
Long-term debt
Ownership interest in guarantors (as a percent)	100.00%
6th Amended And Restated Credit Agreement
Long-term debt
Maximum borrowing capacity	$ 1,600,000
Amount of further potential increase in maximum capacity	400,000
Minimum borrowing availability after amendment	$ 100,000
Minimum EBITDA to interest coverage ratio	2.5
Increase in maximum funded debt to EBITDA ratio in connection with certain future acquisitions	0.5
Consecutive period following the period in which any acquisition occurs for maintaining increased maximum funded debt to EBITDA ratio	6 months
Loan fees and incurred costs paid during period		14,300
Line of credit facility, fair value of amount Outstanding	$ 402,700
Borrowing base availability	1,200,000
Borrowing capacity, subject to covenants	$ 484,400
Borrowing base percentage representing eligible compression units	95.00%
Effective interest rate (as a percent)	4.31%
Weighted average interest rate (as a percent)	4.84%
6th Amended And Restated Credit Agreement \| Revolving Credit Facility
Long-term debt
Commitment fee on the unused portion of the revolving credit facility (as a percent)	0.375%
6th Amended And Restated Credit Agreement \| Covenant Period Four
Long-term debt
Debt Instrument Covenant Maximum Funded Debt to EBITDA Ratio	5.5
6th Amended And Restated Credit Agreement \| Covenant Period Five
Long-term debt
Debt Instrument Covenant Maximum Funded Debt to EBITDA Ratio	5.0
Senior Notes 2027, aggregate principal
Long-term debt
Loan fees and incurred costs paid during period	$ 13,300
Effective interest rate (as a percent)	6.875%
Aggregate principal amount of senior notes	$ 750,000	0		$ 750,000
Debt instrument, redemption price, percentage of principal amount redeemed	35.00%
Redemption price (as a percent)	106.875%
Debt instrument, redemption price, percentage of principal stipulated amount outstanding after redemption	65.00%
Senior Notes 2027, aggregate principal \| Debt Instrument, Redemption, Period One
Long-term debt
Redemption price (as a percent)	101.00%
Senior Notes 2026, aggregate principal
Long-term debt
Loan fees and incurred costs paid during period		17,300
Effective interest rate (as a percent)					6.875%
Aggregate principal amount of senior notes	$ 725,000	$ 725,000			$ 725,000
Debt instrument, redemption price, percentage of principal amount redeemed	35.00%
Redemption price (as a percent)	106.875%
Debt instrument, redemption price, percentage of principal stipulated amount outstanding after redemption	65.00%
Senior Notes 2026, aggregate principal \| Debt Instrument, Redemption, Period One
Long-term debt
Redemption price (as a percent)	101.00%

Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies


(a)	Major Customers

Neither we nor the USA Compression Predecessor had revenue from any single customer representing 10% or more of total revenue for the years ended December 31, 2019, 2018 or 2017.


(b)	Litigation

From time to time, we and our subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.


(c)	Equipment Purchase Commitments

Our future capital commitments are comprised of binding commitments under purchase orders for new compression units ordered but not received. The commitments as of December 31, 2019 were $49.3 million, all of which is expected to be settled within the next twelve months.


(d)	Sales Tax Contingencies

Our compliance with state and local sales tax regulations is subject to audit by various taxing authorities. The Office of the Texas Comptroller of Public Accounts (“Comptroller”) has claimed that specific operational processes, which we and others in our industry regularly conduct, result in transactions that are subject to state sales taxes. We and other companies in our industry have disputed these claims based on existing tax statutes which provide for manufacturing exemptions on the transactions in question. The manufacturing exemptions are based on the fact that our natural gas compression equipment is used in the process of treating natural gas for ultimate use and sale.

The USA Compression Predecessor has several open audits with the Comptroller for certain periods prior to the Transactions Date wherein the Comptroller has challenged the applicability of the manufacturing exemption. Any liability for the periods prior to the Transactions Date will be covered by an indemnity between us and ETO. As of December 31, 2019 and 2018, we have recorded a $44.9 million accrued liability and $44.9 million related party receivable from ETO.

During January 2020, we entered into a compromise and settlement agreement with the Comptroller for the audit of the USA Compression Predecessor for the period from August 2006 to December 2007 for $4.0 million to be paid by the USA Compression Predecessor’s former owner. As of December 31, 2019, we have recorded a $4.0 million asset from the USA Compression Predecessor’s former owner in other accounts receivable and a $4.0 million liability in accrued liabilities in our consolidated balance sheets. The payment was made in February 2020.


(e)	Self-Insurance

Effective January 1, 2019, we became self-insured for medical claims up to certain stop loss limits. Liabilities are accrued for self-insured claims when sufficient information is available to reasonably estimate the amount of the loss. As of December 31, 2019, we have recorded a $0.6 million accrued liability.


(f)	Environmental

The Partnership’s operations are subject to federal, state and local laws and rules and regulations regarding water quality, hazardous and solid waste management, air quality control and other environmental matters. These laws, rules and regulations require the Partnership to conduct its operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections and other approvals. Failure to comply with applicable environmental laws, rules and regulations may expose the Partnership to significant fines, penalties and/or interruptions in operations. The Partnership’s environmental policies and procedures are designed to achieve compliance with such applicable laws and regulations. These evolving laws and regulations and claims for damages to property, employees, other persons and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future.

Basis of Presentation and Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2019 USD ($) item	Dec. 31, 2018 USD ($) item	Dec. 31, 2017 USD ($)
Property and Equipment
Number of compressor units that are to be retired or sold or reutilized \| item	33	103
Number of horse power units that are to be retired or sold \| item	11,000	33,000
Capitalized interest	$ 500,000	$ 300,000	$ 0
Impairments of long-lived assets
Impairment of intangible assets	0	0	0
Impairment of goodwill	$ 0	$ 0	$ 223,000,000
Minimum
Property and Equipment
Amortization period of identifiable intangible asset	15 years
Maximum
Property and Equipment
Amortization period of identifiable intangible asset	25 years
Overhauls And Major Improvements [Member] \| Minimum
Property and Equipment
Estimated useful lives	3 years
Overhauls And Major Improvements [Member] \| Maximum
Property and Equipment
Estimated useful lives	5 years

Income Tax Expense (Benefit) - Components of our income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Current tax expense	$ 810	$ 189	$ 42
Deferred tax expense (benefit)	1,376	(2,663)	1,801
Total income tax expense (benefit)	$ 2,186	$ (2,474)	$ 1,843

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2019
Defined Contribution Plan [Abstract]
Employee Benefit Plans	Employee Benefit Plans A 401(k) plan is available to all of our employees. The plan permits employees to contribute up to 20% of their salary, up to the statutory limits, which was $19,000 for 2019. The plan provides for discretionary matching contributions by us on an annual basis. Aggregate matching contributions made to employees’ 401(k) plans were $3.4 million for the year ended December 31, 2019 and $3.2 million for the year ended December 31, 2018, including $0.9 million made by ETO to employees of the USA Compression Predecessor prior to the Transactions Date. Refer to Note 14 for information about the 401(k) plan provided by ETO to employees of the USA Compression Predecessor.

Acquisitions Pro-forma information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Business Combinations [Abstract]
Total revenues	$ 662,091	$ 556,893
Net loss	(44,894)	(344,995)
Net loss attributable to common and Class B unitholders’ interests	$ (93,644)	$ (393,745)
Basic and diluted net loss per common unit and Class B Unit (in dollars per share)	$ (0.98)	$ (4.14)

Property And Equipment, Identifiable Intangible Assets and Goodwill - Schedule of Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2019
Compression equipment, acquired new
Identifiable intangible assets
Estimated useful lives	25 years
Compression equipment, acquired used \| Minimum
Identifiable intangible assets
Estimated useful lives	5 years
Compression equipment, acquired used \| Maximum
Identifiable intangible assets
Estimated useful lives	25 years
Furniture and fixtures \| Minimum
Identifiable intangible assets
Estimated useful lives	3 years
Furniture and fixtures \| Maximum
Identifiable intangible assets
Estimated useful lives	10 years
Vehicles and computer equipment \| Minimum
Identifiable intangible assets
Estimated useful lives	1 year
Vehicles and computer equipment \| Maximum
Identifiable intangible assets
Estimated useful lives	10 years
Buildings
Identifiable intangible assets
Estimated useful lives	5 years
Leasehold improvements
Identifiable intangible assets
Estimated useful lives	5 years

Property And Equipment, Identifiable Intangible Assets and Goodwill - Schedule of identifiable intangible assets, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2017
Identifiable intangible assets
Finite-lived intangible assets, gross	$ 550,662		$ 329,162
Additions (1)	221,500
Accumulated amortization	(158,112)	$ (187,491)
Finite-lived intangible assets, net	392,550	363,171
Customer Relationships
Identifiable intangible assets
Finite-lived intangible assets, gross	485,162		263,662
Additions (1)	221,500
Accumulated amortization	(130,001)	(156,105)
Finite-lived intangible assets, net	355,161	329,057
Trade Names
Identifiable intangible assets
Finite-lived intangible assets, gross	65,500		$ 65,500
Additions (1)	0
Accumulated amortization	(28,111)	(31,386)
Finite-lived intangible assets, net	$ 37,389	$ 34,114

Basis of Presentation and Significant Accounting Policies - Adoption of Lease Accounting Standard (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Lessee, Lease, Description [Line Items]
Lease right-of-use assets	$ 18,317		$ 0
Operating lease liabilities	19,794
Lease liabilities, current	2,451		0
Lease liabilities, noncurrent	17,343		$ 0
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Lease right-of-use assets		$ 3,502
Operating lease liabilities		3,700
Lease liabilities, current		(2,015)
Lease liabilities, noncurrent		(1,706)
Previously Reported \| Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Lease right-of-use assets	0
Lease liabilities, current	0
Lease liabilities, noncurrent	$ 0
Restatement Adjustment \| Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Lease right-of-use assets		3,502
Lease liabilities, current		(2,015)
Lease liabilities, noncurrent		$ (1,706)

Lease Accounting - Supplemental cash flow information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ (3,001)
Operating cash flows from finance leases	(788)
Financing cash flows from finance leases	(1,035)
Right-of-use asset obtained in exchange for operating lease liability	17,367
Right-of-use asset obtained in exchange for finance lease liability	$ 259

Preferred Units and Warrants (Details) $ / shares in Units, $ in Millions									12 Months Ended
	Jan. 16, 2020 $ / shares	Nov. 08, 2019 $ / shares	Aug. 09, 2019 $ / shares	May 10, 2019 $ / shares	Feb. 08, 2019 $ / shares	Nov. 09, 2018 $ / shares	Aug. 10, 2018 $ / shares	Apr. 02, 2018 USD ($) tranche $ / shares shares	Dec. 31, 2019 $ / shares shares	Dec. 31, 2018 shares	Nov. 13, 2018 shares
Preferred Units [Line Items]
Preferred units, outstanding (in shares) \| shares									500,000	500,000
Preferred units, issued (in shares) \| shares									500,000	500,000
Preferred stock, dividends per share, declared (in dollars per share)		$ 24.375	$ 24.375	$ 24.375	$ 24.375	$ 24.375	$ 24.107
EIG
Preferred Units [Line Items]
Number of tranches of warrants \| tranche								2
Series A Preferred Units
Preferred Units [Line Items]
Preferred units, if redeemed, electable to be paid in common units (as a percent)									50.00%
Conversion rate numerator value plus unpaid cash distributions on the applicable Preferred Unit									$ 1,000
Conversion rate denominator for each Preferred Unit									$ 20.0115
Series A Preferred Units \| On or after April 2, 2021
Preferred Units [Line Items]
Preferred units convertible into common units at option of unitholders (as a percent)									33.33%
Series A Preferred Units \| On or after April 2, 2022
Preferred Units [Line Items]
Preferred units convertible into common units at option of unitholders (as a percent)									66.67%
Series A Preferred Units \| On or after April 2, 2023
Preferred Units [Line Items]
Preferred units convertible into common units at option of unitholders (as a percent)									100.00%
Series A Preferred Units \| Quarterly
Preferred Units [Line Items]
Distribution per unit (in dollars per share)									$ 24.375
Series A Preferred Units \| EIG
Preferred Units [Line Items]
Proceeds from private placement sale \| $								$ 500
Units issued \| shares								500,000
Face value (per unit)								$ 1,000
Common units
Preferred Units [Line Items]
Common units that are potentially issuable \| shares											41,202,553
Tranche 1 \| Common units \| EIG
Preferred Units [Line Items]
Number of shares that can be purchased on the warrant \| shares								5,000,000
Warrant strike price								$ 17.03
Tranche 2 \| Common units \| EIG
Preferred Units [Line Items]
Number of shares that can be purchased on the warrant \| shares								10,000,000
Warrant strike price								$ 19.59
Subsequent Event
Preferred Units [Line Items]
Preferred stock, dividends per share, declared (in dollars per share)	$ 24.375

Preferred Units and Warrants

12 Months Ended

Dec. 31, 2019

Preferred Units and Warrants

Preferred Units and Warrants

(11)

Preferred Units and Warrants

Series A Preferred Unit and Warrant Private Placement

On the Transactions Date, we completed a private placement of $500 million in the aggregate of (i) newly authorized and 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.

On November 13, 2018, the Partnership filed a Registration Statement on Form S-3 to register 41,202,553 common units that are potentially issuable upon conversion of the Preferred Units and exercise of the Warrants.

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 cash distributions equal to $24.375 per Preferred Unit.

As of December 31, 2019 and 2018, 500,000 Preferred Units were issued and outstanding.

We have declared and paid quarterly cash distributions per unit to our Preferred Unitholders of record as follows:



Payment date	Distribution per Preferred Unit
August 10, 2018 (1)	$	24.107
November 9, 2018	24.375
February 8, 2019	24.375
May 10, 2019	24.375
August 9, 2019	24.375
November 8, 2019	24.375


(1)	Pro-rated initial distribution

Announced Quarterly Distribution

On January 16, 2020, we declared a cash distribution of $24.375 per unit on our Preferred Units. The distribution was paid on February 7, 2020 to unitholders of record as of the close of business on January 27, 2020.

Redemption and Conversion Features

The Preferred Units are convertible, at the option of the Preferred Unitholders, into common units in accordance with the terms of the Partnership Agreement 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. The conversion rate for the Preferred Units shall be the quotient of (a) the sum of (i) $1,000, plus (ii) any unpaid cash distributions on the applicable Preferred Unit, divided by (b) $20.0115 for each Preferred Unit. The Preferred Unitholders are entitled to vote on an as-converted basis with the common unitholders and (as proportionately adjusted for unit splits, unit distributions and similar transactions) will have certain other class voting rights with respect to any amendment to the Partnership Agreement that would adversely affect any rights, preferences or privileges of the Preferred Units. In addition, upon certain events involving a change of control the Preferred Unitholders may elect, among other potential elections, to convert their Preferred Units to common units at the then change of control conversion rate.

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. The Preferred Units are presented as temporary equity in the mezzanine section of the consolidated balance sheets because the redemption provisions on or after April 2, 2028 are outside the Partnership’s control.

The Preferred Units were 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 value is not necessary and would only be required if it becomes probable that the Preferred Units would become redeemable.

Changes in the Preferred Units balance are summarized below (in thousands):



	Preferred Units
Balance at December 31, 2017	$	—
Issuance of Preferred Units on April 2, 2018, net	465,121
Net income allocated to Preferred Units	36,430
Cash distributions on Preferred Units	(24,242		)
Balance at December 31, 2018	477,309
Net income allocated to Preferred Units	48,750
Cash distributions on Preferred Units	(48,750		)
Balance at December 31, 2019	$	477,309

The Warrants are presented within the equity section of the Consolidated Balance Sheets in accordance with GAAP as they are indexed to the Partnership’s own stock and require physical settlement or net share settlement. The Warrants were valued at issuance using the Black-Scholes-Merton model.

Refer to Note 14 for information about the rights EIG Veteran Equity Aggregator, L.P. (along with its affiliated funds, “EIG”) has to designate one of the members of the Board.

Revenue Recognition - Remaining Performance Obligations (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue, remaining performance obligation, amount	$ 737,016
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue from Contract with Customer [Abstract]
Revenue, remaining performance obligation, amount	$ 399,370
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue from Contract with Customer [Abstract]
Revenue, remaining performance obligation, amount	$ 191,741
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue from Contract with Customer [Abstract]
Revenue, remaining performance obligation, amount	$ 93,945
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue from Contract with Customer [Abstract]
Revenue, remaining performance obligation, amount	$ 34,884
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue from Contract with Customer [Abstract]
Revenue, remaining performance obligation, amount	$ 17,076
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period

Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
Acquisitions (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2018	Apr. 01, 2018
Business Acquisition [Line Items]
Decrease to partners' capital			$ 36,111
Transaction-related expenses				$ 21,700
Transition services agreement expenses			700
Integration related costs			$ 1,000
USA Compression Partners, LP
Business Acquisition [Line Items]
Revenue		$ 269,200
Net income		$ 23,100
Acquisition related costs	$ 21,700

Unit-based Compensation (Details) $ in Thousands		1 Months Ended		2 Months Ended	12 Months Ended
Unit-based Compensation (Details) $ in Thousands	Apr. 02, 2018	Apr. 30, 2017	Apr. 30, 2015	Dec. 31, 2018 USD ($) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares
Unit-based Compensation
Compensation expense						$ 6,800
Cash paid related to net settlement of unit-based awards					$ 1,714	4,447	$ 0
Phantom units
Unit-based Compensation
Unit-based compensation liability				$ 3,600	7,100	3,600
Executive officers, employees and independent directors \| Phantom units
Unit-based Compensation
Total fair value and intrinsic value of the phantom units vested					$ 4,600	$ 9,700	$ 1,600
LTIP
Unit-based Compensation
Additional common units available to be awarded \| shares				8,590,000
Number of common units that may be delivered pursuant to awards under the plan \| shares					10,000,000
LTIP \| Phantom units
Unit-based Compensation
Granted (in units) \| shares					717,869	1,136,447	2,500
Percentage of outstanding unvested phantom units that vested upon change in control	100.00%
Percentage of awards vesting	100.00%
Vesting period					3 years
Vested (in units) \| shares					301,329	571,892	95,499
Unrecognized compensation cost associated with phantom unit awards					$ 25,300
Weighted-average period over which the unrecognized compensation cost is expected to be recognized					3 years
LTIP \| Phantom units \| Vesting at the end of the third year of service
Unit-based Compensation
Percentage of outstanding unvested phantom units that vested upon change in control					60.00%
Percentage of awards vesting					60.00%
LTIP \| Phantom units \| Vesting at the end of the fifth year of service
Unit-based Compensation
Percentage of outstanding unvested phantom units that vested upon change in control					40.00%
Percentage of awards vesting					40.00%
LTIP \| Executive officers, employees and independent directors
Unit-based Compensation
Cash paid related to net settlement of unit-based awards					$ 1,700	$ 4,400	$ 600
LTIP \| Executive officers, employees and independent directors \| Phantom units
Unit-based Compensation
Compensation expense					$ 10,800	$ 11,700	$ 4,000
LTIP \| Employees \| Phantom units
Unit-based Compensation
Vested (in units) \| shares						563,544
ETO \| Sunoco Logistics Partners L.P.
Unit-based Compensation
Unit-for unit exchange ratio		1.5
ETO \| Regency Energy Partners L.P.
Unit-based Compensation
Unit-for unit exchange ratio			0.4124
ETO \| Employees
Unit-based Compensation
Vesting period						5 years

Property And Equipment, Identifiable Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2019

Property And Equipment, Identifiable Intangible Assets and Goodwill

Property And Equipment, Identifiable Intangible Assets and Goodwill

(6)

Property and Equipment, Identifiable Intangible Assets and Goodwill

Property and Equipment

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



	December 31,
	2019			2018
Compression and treating equipment	$	3,384,985		$	3,239,831
Computer equipment	54,940			54,806
Automobiles and vehicles	33,544			32,490
Buildings	8,639			9,314
Leasehold improvements	7,395			5,377
Furniture and fixtures	1,543			1,129
Land	77			77
Total property and equipment, gross	3,491,123			3,343,024
Less: accumulated depreciation and amortization	(1,008,180		)	(821,536		)
Total property and equipment, net	$	2,482,943		$	2,521,488

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 $202.0 million, $186.5 million and $146.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.

The Partnership implemented a change in the estimated useful lives of the USA Compression Predecessor’s property and equipment to conform to 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 a $33.8 million increase to both operating income and net income for the year ended December 31, 2018, and a $0.42 increase to both basic and diluted earnings per common unit and Class B Unit for year ended December 31, 2018.

As of December 31, 2019 and 2018, there was $11.4 million and $7.9 million, respectively, of property and equipment purchases in accounts payable and accrued liabilities.

During the years ended December 31, 2019 and 2018, there were net losses on the disposition of assets of $0.9 million and $13.0 million, respectively. For the year ended December 31, 2018, these net losses were primarily related to disposals of various property and equipment by the USA Compression Predecessor. During the year ended December 31, 2017, the USA Compression Predecessor recognized a $0.4 million net gain on disposition of assets.

For the years ended December 31, 2019 and 2018, we evaluated the future deployment of our idle fleet under then-current market conditions and determined to retire and re-utilize key components of 33 and 103 compressor units, respectively, or approximately 11,000 and 33,000 horsepower, respectively, that were previously used to provide services in our business. As a result, we recorded $5.9 million and $8.7 million in impairment of compression equipment for the years ended December 31, 2019 and 2018, respectively. 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 year ended December 31, 2017.

Identifiable Intangible Assets

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



	Customer Relationships			Trade Names			Total
Gross balance at December 31, 2017	$	263,662		$	65,500		$	329,162
Additions (1)	221,500			—			221,500
Accumulated amortization	(130,001		)	(28,111		)	(158,112		)
Net balance at December 31, 2018	$	355,161		$	37,389		$	392,550

Gross balance at December 31, 2018	$	485,162		$	65,500		$	550,662
Accumulated amortization	(156,105		)	(31,386		)	(187,491		)
Net balance at December 31, 2019	$	329,057		$	34,114		$	363,171

________________________________


(1)	Additions for customer relationships recognized during the year ended December 31, 2018 were related to the Transactions, see Note 3 for further information on the purchase price and fair value allocation.

Amortization expense for the years ended December 31, 2019, 2018 and 2017 was $29.4 million, $27.2 million and $20.5 million, respectively. The expected amortization of the intangible assets for each of the five succeeding years is $29.4 million.

Goodwill

As of December 31, 2019 and 2018, the Partnership had $619.4 million of goodwill. There were no changes to the carrying value of goodwill during the year ended December 31, 2019.

As of October 1, 2019 and 2018, we performed a qualitative assessment of relevant events and circumstances potentially indicating the likelihood of goodwill impairment. The qualitative assessment included weighting such factors as (i) macroeconomic conditions, (ii) industry and market considerations, (iii) cost factors, (iv) overall financial performance of the reporting unit, (v) other relevant entity-specific events, and (vi) consideration of whether there was a sustained decrease in the price of our units. Upon completion of our qualitative assessment, we concluded that it is not more likely than not that the fair value of our single reporting unit was less than its carrying value and that our goodwill was not impaired for the years ended December 31, 2019 and 2018.

For the year ended December 31, 2017 and in accordance with its early adoption of ASU 2017-04, the USA Compression Predecessor performed a quantitative assessment for its annual goodwill impairment test and determined its fair value using a weighted combination of the discounted cash flow method and the guideline company method. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, weighted average costs of capital and future market conditions, among others. The USA Compression Predecessor believed the estimates and assumptions used in the impairment assessment were reasonable and based on available market information, but variations in any of the assumptions could have resulted in materially different calculations of fair value and determinations of whether or not an impairment is indicated. Under the discounted cash flow method, the USA Compression Predecessor determined fair value based on estimated future cash flows including estimates for capital expenditures, discounted to present value using the risk-adjusted industry rate, which reflects the overall level of inherent risk of the company. Cash flow projections were derived from one year budgeted amounts and five year operating forecasts plus an estimate of later period cash flows, all of which were developed by management. Subsequent period cash flows were developed using growth rates that management believed were reasonably likely to occur. Under the guideline company method, the USA Compression Predecessor determined its estimated fair value by applying valuation multiples of comparable publicly-traded companies to the

projected EBITDA of the company and then averaging that estimate with similar historical calculations using a three-year average. In addition, the USA Compression Predecessor estimated a reasonable control premium representing the incremental value that accrues to the predecessor’s majority owner from the opportunity to dictate the strategic and operational actions of the business. Additionally, the USA Compression Predecessor considered the presence and probability of subsequent events on market transactions in estimating the fair value of the company, such as the Transactions discussed in Note 1.

Based on the completion of the annual goodwill impairment testing as described above, the USA Compression Predecessor recorded a $223.0 million impairment equal to the excess of the carrying value over fair value for the year ended December 31, 2017.

- Definition

The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures. Also the disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Unit-based Compensation - Summary of information regarding phantom unit awards (Details) - Phantom units - LTIP - $ / shares		12 Months Ended
	Apr. 02, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Units
Outstanding, beginning of period (in units)		1,431,064	324,922	429,535
Granted (in units)		717,869	1,136,447	2,500
Vested (in units)		(301,329)	(571,892)	(95,499)
Forfeited (in units)	(324,922)	(45,620)	(144,013)	(11,614)
Assumed (in units)	1,010,522
Outstanding, end of period (in units)		1,801,984	1,431,064	324,922
Weighted-Average Grant Date Fair Value per Unit
Outstanding, beginning of period (in dollars per unit)		$ 14.98	$ 27.10	$ 29.34
Granted (in dollars per unit)		15.88	15.47	18.75
Vested (in dollars per unit)		13.06	14.79	36.94
Forfeited (in dollars per unit)	$ 27.10	16.78	17.85	27.41
Assumed (in dollars per unit)	$ 14.24
Outstanding, end of period (in dollars per unit)		$ 15.09	$ 14.98	$ 27.10

Revenue Recognition (Details) $ in Millions	12 Months Ended
Revenue Recognition (Details) $ in Millions	Dec. 31, 2019 USD ($)
Revenue from External Customer [Line Items]
Contract assets	$ 0.0
Contract operations revenue
Revenue from External Customer [Line Items]
Services generally billed in number of months in advance of service commencement	1 month
Payment due after receipt of invoice, period	30 days
Contract operations revenue \| Minimum
Revenue from External Customer [Line Items]
Typical initial contract terms	6 months
Contract operations revenue \| Maximum
Revenue from External Customer [Line Items]
Typical initial contract terms	5 years
Retail parts and services revenue
Revenue from External Customer [Line Items]
Payment due after receipt of invoice, period	30 days

Transactions with Related Parties

12 Months Ended

Dec. 31, 2019

Transactions with Related Parties

We provide compression services to entities affiliated with ETO, which as of December 31, 2019, owned approximately 48% of our limited partner interests and 100% of the General Partner.

The following table summarizes the revenues from ETO on our consolidated statement of operations (in thousands):



	Year Ended December 31,
	2019		2018
Related party revenues	$	19,967	$	17,054

The USA Compression Predecessor also provided compression services to entities affiliated with ETO. During the year ended December 31, 2017, the USA Compression Predecessor recognized $17.2 million in revenue from such affiliated entities.

The following table summarizes accounts receivable from and accounts payable to ETO on our consolidated balance sheets (in thousands):



	December 31,
	2019		2018
Related party receivables (1)	$	45,461	$	47,661

Related party payables (2)	$	1	$	395

________________________________


(1)	Related party receivables as of December 31, 2019 and 2018 from ETO included $44.9 million related to indemnification for sales tax contingencies incurred by the USA Compression Predecessor. See Note 17 for more information related to such sales tax contingencies.


(2)	Related party payables are included in accounts payable on our consolidated balance sheets.

ETO provided certain benefits to the USA Compression Predecessor employees which did not continue following the Transactions Date. ETO provided medical, dental and other healthcare benefits to the USA Compression Predecessor employees. The total amount incurred by ETO for the benefit of the USA Compression Predecessor employees for the years ended December 31, 2018 and 2017 was $1.9 million and $7.4 million, respectively, which was allocated to the USA Compression Predecessor and recorded in operation and maintenance and general and administrative expenses, as appropriate. ETO also provided a matching contribution to the USA Compression Predecessor employees’ 401(k) accounts. The total amount of matching contributions incurred for the benefit of the USA Compression Predecessor employees for the years ended December 31, 2018 and 2017 was $0.9 million and $3.0 million, respectively, which was allocated to the USA Compression Predecessor and recorded in operation and maintenance and general and administrative expenses, as appropriate. ETO also provided a 3% profit sharing contribution to the 401(k) accounts for all USA Compression Predecessor employees with base compensation below a specified threshold. The contribution was in

addition to the 401(k) matching contribution and employees became vested in the profit sharing contribution based on years of service.

ETO allocated certain overhead costs associated with general and administrative services, including salaries and benefits, facilities, insurance, information services, human resources and other support departments to the USA Compression Predecessor which did not continue following the Transactions Date. Where costs incurred on the USA Compression Predecessor’s behalf could not be determined by specific identification, the costs were primarily allocated to the USA Compression Predecessor based on an average percentage of fixed assets, net income (loss) and Adjusted EBITDA. The USA Compression Predecessor believes these allocations were a reasonable reflection of the utilization of services provided. However, the allocations may not fully reflect the expenses that would have been incurred had the USA Compression Predecessor been a standalone company during the periods presented. During the years ended December 31, 2018 and 2017, ETO allocated general and administrative expenses of $1.8 million and $3.6 million, respectively, to the USA Compression Predecessor.

Pursuant to that certain Board Representation Agreement entered into by us, the General Partner, ET LP and EIG in connection with our private placement of Preferred Units and Warrants to EIG, EIG Management Company, LLC has the right to designate one of the members of the Board for so long as the holders of the Preferred Units hold more than 5% of the Partnership’s outstanding common units in the aggregate (taking into account the common units that would be issuable upon conversion of the Preferred Units and exercise of the Warrants).

Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenue	$ 178,188	$ 175,756	$ 173,675	$ 170,746	$ 171,977	$ 168,947	$ 166,898	$ 76,530	$ 698,365	$ 584,352	$ 276,671
Gross profit	121,578	118,333	117,430	113,721	116,430	104,638	109,365	39,195
Net income (loss)	9,281	13,315	9,949	6,587	10,185	(563)	3,197	(23,370)	39,132	(10,551)	(264,734)
Net income (loss) attributable to common and Class B unitholders’ interests	$ (2,906)	$ 1,127	$ (2,239)	$ (5,600)	$ (2,003)	$ (12,751)	$ (8,857)	$ (23,370)	$ (9,618)	$ (46,981)	$ (264,734)
Common units
Basic and diluted net loss per common unit and Class B Unit (in dollars per unit)	$ (0.03)	$ 0.02	$ 0.01	$ (0.02)	$ 0.01	$ (0.10)	$ (0.06)		$ (0.02)	$ (0.43)
Class B Units
Basic and diluted net loss per common unit and Class B Unit (in dollars per unit)	$ 0	$ (0.47)	$ (0.51)	$ (0.55)	$ (0.51)	$ (0.62)	$ (0.58)		$ (2.13)	$ (2.33)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Other Current Liabilities

12 Months Ended

Dec. 31, 2019

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

(7)

Other Current Liabilities

Components of other current liabilities included the following (in thousands):



	December 31,
	2019		2018
Accrued sales tax contingencies (1)	$	48,883	$	44,923
Accrued interest expense	31,210		16,355
Accrued payroll and benefits	10,687		10,681
Accrued capital expenditures	11,357		7,949

________________________________

(1)

Refer to Note 17 for further detailed information on the accrued sales tax contingencies.

Partners' Capital - Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands									12 Months Ended
	Jan. 16, 2020	Nov. 08, 2019	Aug. 09, 2019	May 10, 2019	Feb. 08, 2019	Nov. 09, 2018	Aug. 10, 2018	May 11, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)		$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 2.100	$ 1.575
Total Distribution		$ 51,300	$ 48,000	$ 47,900	$ 47,900	$ 47,700	$ 47,600	$ 47,600	$ 195,100	$ 142,900
Non-cash distributions									$ 997	$ 645	$ 0
Number of common units issued under DRIP									60,584	39,280
Cash Distributions
Cash Distributions
Non-cash distributions									$ 1,000	$ 600
Phantom Unitholders \| Cash Distributions
Cash Distributions
Total Distribution		600	600	600	700	500	400	400	$ 2,500	1,300
Limited partner \| Common units
Cash Distributions
Number of common units issued under DRIP									60,584
Limited partner \| Common units \| Cash Distributions
Cash Distributions
Total Distribution		$ 50,700	$ 47,400	$ 47,300	$ 47,200	$ 47,200	$ 47,200	$ 47,200	$ 192,600	$ 141,600
Subsequent Event \| Limited partner \| Common and Subordinated Units \| Cash Distributions
Cash Distributions
Cash distribution announced per unit (in dollars per share)	$ 0.525

Property And Equipment, Identifiable Intangible Assets and Goodwill - Narrative (Details)	3 Months Ended								12 Months Ended
	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2019 USD ($) item	Dec. 31, 2018 USD ($) item $ / shares	Dec. 31, 2017 USD ($)	Apr. 02, 2018 USD ($)
Property and Equipment
Depreciation expense									$ 202,000,000.0	$ 186,500,000	$ 146,000,000.0
Net income (loss)	$ 9,281,000	$ 13,315,000	$ 9,949,000	$ 6,587,000	$ 10,185,000	$ (563,000)	$ 3,197,000	$ (23,370,000)	39,132,000	(10,551,000)	(264,734,000)
Operating income (loss)									168,384,000	65,311,000	(262,668,000)
Accrued capital expenditures	11,357,000				7,949,000				11,357,000	7,949,000
(Loss) gain on disposition of assets									$ (900,000)	$ (13,000,000.0)	400,000
Number of compressor units that are to be retired or sold or reutilized \| item									33	103
Number of horse power units that are to be retired or sold \| item									11,000	33,000
Impairment of compression equipment									$ 5,894,000	$ 8,666,000	0
Amortization expense									29,400,000	27,200,000	20,500,000
Impairment of goodwill									0	0	223,000,000
Goodwill	619,411,000				$ 619,411,000				619,411,000	619,411,000
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Expected amortization, year one	29,400,000								29,400,000
Expected amortization, year two	29,400,000								29,400,000
Expected amortization, year three	29,400,000								29,400,000
Expected amortization, year four	29,400,000								29,400,000
Expected amortization, year five	$ 29,400,000								29,400,000
Compression and treating equipment
Property and Equipment
Impairment of compression equipment									$ 5,900,000	8,700,000	$ 0
Service Life \| Adjustment
Property and Equipment
Net income (loss)										33,800,000
Operating income (loss)										$ 33,800,000
Basic and diluted net loss per common unit and Class B Unit (in dollars per unit) \| $ / shares										$ 0.42
USA Compression Partners, LP
Property and Equipment
Goodwill												$ 365,983,000

Transactions with Related Parties (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Related Party Transactions

The following table summarizes the revenues from ETO on our consolidated statement of operations (in thousands):



	Year Ended December 31,
	2019		2018
Related party revenues	$	19,967	$	17,054

Schedule of Accounts Payable and Accounts Payable

The following table summarizes accounts receivable from and accounts payable to ETO on our consolidated balance sheets (in thousands):



	December 31,
	2019		2018
Related party receivables (1)	$	45,461	$	47,661

Related party payables (2)	$	1	$	395

________________________________


(1)	Related party receivables as of December 31, 2019 and 2018 from ETO included $44.9 million related to indemnification for sales tax contingencies incurred by the USA Compression Predecessor. See Note 17 for more information related to such sales tax contingencies.

(2)

Related party payables are included in accounts payable on our consolidated balance sheets.

Income Tax Expense (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of components of income tax expense (benefits)

Components of our income tax expense (benefit) are as follows (in thousands):



	Year Ended December 31,
	2019		2018			2017
Current tax expense	$	810	$	189		$	42
Deferred tax expense (benefit)	1,376		(2,663		)	1,801
Total income tax expense (benefit)	$	2,186	$	(2,474	)	$	1,843

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences related to property and equipment and identifiable intangible assets that give rise to deferred tax liabilities, included in other liabilities, are as follows (in thousands):



	December 31,
	2019		2018
Deferred tax liabilities:
Property and equipment	$	3,881	$	2,540
Identifiable intangible assets	35		—
Total deferred tax liabilities	$	3,916	$	2,540

Transactions with Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Transactions with Related Parties
Revenue from related parties	$ 19,967	$ 17,054	$ 17,240
ETO
Transactions with Related Parties
Related party receivables	$ 44,900	44,900
Limited partner \| ETO
Transactions with Related Parties
Ownership interest (as a percent)	48.00%
General partner \| ETO
Transactions with Related Parties
Ownership interest (as a percent)	100.00%
ETO
Transactions with Related Parties
Medical, dental and other healthcare benefits		1,900	7,400
401(k) contribution cost		$ 900	3,000
401(k) match (as a percent)		3.00%
Related party, general and administrative expenses		$ 1,800	3,600
Entities affiliated with ETP
Transactions with Related Parties
Revenue from related parties	$ 19,967	17,054	$ 17,200
Related party receivables	$ 45,461	$ 47,661
EIG Management Company, LLC
Transactions with Related Parties
Right to designate number of members of the Board	1
Outstanding common units held by preferred units for right to designate a member of the Board (as a percent)	5.00%

Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Summary of quarterly financial data (in thousands, except per unit amounts)

In the opinion of our management, the summarized quarterly financial data below (in thousands, except per unit amounts) contains all appropriate adjustments, all of which are normally recurring adjustments, considered necessary to present fairly our financial position and the results of operations for the respective periods.



	March 31,			June 30,			September 30,			December 31,
	2019			2019			2019			2019
Revenue	$	170,746		$	173,675		$	175,756		$	178,188
Gross profit (1)	$	113,721		$	117,430		$	118,333		$	121,578
Net income	$	6,587		$	9,949		$	13,315		$	9,281
Net income (loss) attributable to common and Class B unitholders’ interests	$	(5,600	)	$	(2,239	)	$	1,127		$	(2,906	)
Net income (loss) per common unit – basic and diluted	$	(0.02	)	$	0.01		$	0.02		$	(0.03	)
Net loss per Class B Unit – basic and diluted	$	(0.55	)	$	(0.51	)	$	(0.47	)	$	—



	March 31,			June 30,			September 30,			December 31,
	2018			2018			2018			2018
Revenue	$	76,530		$	166,898		$	168,947		$	171,977
Gross profit (1)	$	39,195		$	109,365		$	104,638		$	116,430
Net income (loss)	$	(23,370	)	$	3,197		$	(563	)	$	10,185
Net loss attributable to common and Class B unitholders’ interests	$	(23,370	)	$	(8,857	)	$	(12,751	)	$	(2,003	)
Net income (loss) per common unit – basic and diluted (2)				$	(0.06	)	$	(0.10	)	$	0.01
Net loss per Class B Unit – basic and diluted (2)				$	(0.58	)	$	(0.62	)	$	(0.51	)

________________________________


(1)	Gross profit is defined as revenue less cost of operations, exclusive of depreciation and amortization expense.

(2)

Earnings per unit is not applicable to the USA Compression Predecessor for periods prior to the Transactions Date as the USA Compression Predecessor had no outstanding common units prior to the Transactions.

Cover page - USD ($)	12 Months Ended
Cover page - USD ($)	Dec. 31, 2019	Feb. 13, 2020	Jun. 30, 2019
Cover page.
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Document Transition Report	false
Entity File Number	001-35779
Entity Registrant Name	USA Compression Partners, LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-2771546
Entity Address, Address Line One	111 Congress Avenue, Suite 2400
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	512
Local Phone Number	473-2662
Title of 12(b) Security	Common Units Representing Limited Partner Interests
Trading Symbol	USAC
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 879,600,000
Units outstanding		96,650,859
Documents Incorporated by Reference [Text Block]	DOCUMENTS INCORPORATED BY REFERENCE: NONE
Entity Central Index Key	0001522727
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY

Property And Equipment, Identifiable Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2019

Property And Equipment, Identifiable Intangible Assets and Goodwill

Schedule of property and equipment (in thousands)



	December 31,
	2019			2018
Compression and treating equipment	$	3,384,985		$	3,239,831
Computer equipment	54,940			54,806
Automobiles and vehicles	33,544			32,490
Buildings	8,639			9,314
Leasehold improvements	7,395			5,377
Furniture and fixtures	1,543			1,129
Land	77			77
Total property and equipment, gross	3,491,123			3,343,024
Less: accumulated depreciation and amortization	(1,008,180		)	(821,536		)
Total property and equipment, net	$	2,482,943		$	2,521,488

Schedule of estimated useful lives of assets



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

Schedule of identifiable intangible assets

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



	Customer Relationships			Trade Names			Total
Gross balance at December 31, 2017	$	263,662		$	65,500		$	329,162
Additions (1)	221,500			—			221,500
Accumulated amortization	(130,001		)	(28,111		)	(158,112		)
Net balance at December 31, 2018	$	355,161		$	37,389		$	392,550

Gross balance at December 31, 2018	$	485,162		$	65,500		$	550,662
Accumulated amortization	(156,105		)	(31,386		)	(187,491		)
Net balance at December 31, 2019	$	329,057		$	34,114		$	363,171

________________________________

(1)

Additions for customer relationships recognized during the year ended December 31, 2018 were related to the Transactions, see Note 3 for further information on the purchase price and fair value allocation.

Revenue Recognition

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of our services or goods. Revenue is measured at the amount of consideration we expect to receive in exchange for providing services or transferring goods. Sales taxes incurred on behalf of, and passed through to, customers are excluded from revenue. Incidental items, if any, that are immaterial in the context of the contract are recognized as expense.

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, we adopted ASC Topic 606 Revenue from Contracts with Customers (“ASC Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while 2017 amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605.

We identified no material impact on our historical revenues upon initial application of ASC Topic 606, and as such have not recognized any cumulative catch-up effect to the opening balance of our partners’ capital as of January 1, 2018. Additionally, the application of ASC Topic 606 has no material impact on any current financial statement line items.

The following table disaggregates our revenue by type of service (in thousands):



	Year Ended December 31,
	2019		2018		2017 (1)
Contract operations revenue	$	681,472	$	563,416	$	266,130
Retail parts and services revenue	16,893		20,936		10,541
Total revenues	$	698,365	$	584,352	$	276,671

_______________________________


(1)	As noted above, 2017 amounts have not been adjusted under the modified retrospective method of ASC Topic 606.

The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands):



	Year Ended December 31,
	2019		2018		2017 (1)
Services provided or goods transferred at a point in time	$	16,893	$	20,936	$	10,541
Services provided over time:
Primary term	434,705		288,299		128,864
Month-to-month	246,767		275,117		137,266
Total revenues	$	698,365	$	584,352	$	276,671

_______________________________


(1)	As noted above, 2017 amounts have not been adjusted under the modified retrospective method of ASC Topic 606.

Contract operations revenue

Revenue from contracted compression, station, gas treating and maintenance services is recognized ratably under our fixed-fee contracts over the term of the contract as services are provided to our customers. Initial contract terms typically range from six months to five years, however we usually continue to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. We primarily enter into fixed-fee contracts whereby our customers are required to pay our monthly fee even during periods of limited or disrupted throughput. Services are generally billed monthly, one month in advance of the commencement of the service month, except for certain customers who are

billed at the beginning of the service month, and payment is generally due 30 days after receipt of our invoice. Amounts invoiced in advance are recorded as deferred revenue until earned, at which time they are recognized as revenue. The amount of consideration we receive and revenue we recognize is based upon the fixed fee rate stated in each service contract.

Variable consideration exists in select contracts when billing rates vary based on actual equipment availability or volume of total installed horsepower.

Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone service fee. We generally determine standalone service fees based on the service fees charged to customers or use expected cost plus margin.

The majority of our service performance obligations are satisfied over time as services are rendered at selected customer locations on a monthly basis and based upon specific performance criteria identified in the applicable contract. The monthly service for each location is substantially the same service month to month and is promised consecutively over the service contract term. We measure progress and performance of the service consistently using a straight-line, time-based method as each month passes, because our performance obligations are satisfied evenly over the contract term as the customer simultaneously receives and consumes the benefits provided by our service. If variable consideration exists, it is allocated to the distinct monthly service within the series to which such variable consideration relates. We have elected to apply the invoicing practical expedient to recognize revenue for such variable consideration, as the invoice corresponds directly to the value transferred to the customer based on our performance completed to date.

There are typically no material obligations for returns or refunds. Our standard contracts do not usually include material non-cash consideration.

Retail parts and services revenue

Retail parts and services revenue is earned primarily on freight and crane charges that are directly reimbursable by our customers and maintenance work on units at our customers’ locations that are outside the scope of our core maintenance activities. Revenue from retail parts and services is recognized at the point in time the part is transferred or service is provided and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such part or service after we have performed our services. We bill upon completion of the service or transfer of the parts, and payment is generally due 30 days after receipt of our invoice. The amount of consideration we receive and revenue we recognize is based upon the invoice amount. There are typically no material obligations for returns, refunds, or warranties. Our standard contracts do not usually include material variable or non-cash consideration.

Contract assets and trade accounts receivable

We record contract assets when we have completed performance under a contract but our right to consideration is not yet unconditional. We had no contract assets as of December 31, 2019 or 2018. There were no significant changes to our trade accounts receivable balances due to contract modifications or adjustments, or changes in time frame for a right to consideration to become unconditional during December 31, 2019 or 2018.

Deferred revenue

We record deferred revenue when cash payments are received or due in advance of our performance. Components of deferred revenue were as follows:



		December 31,
	Balance sheet location	2019		2018
Current (1)	Deferred revenue	$	48,289	$	31,372
Noncurrent	Other liabilities	7,957		5,173
Total		$	56,246	$	36,545

________________________________


(1)	All current deferred revenue as of December 31, 2018 was recognized during the year ended December 31, 2019.

The increase in the deferred revenue balance as of December 31, 2019 is primarily driven by an increase in cash payments received or due in advance of satisfying our performance obligations under contracts as compared to 2018. There was no significant change to our deferred revenue balance as a result of changes in time frame for a performance obligation to be satisfied during the periods presented.

Performance Obligations

As of December 31, 2019, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue is $737.0 million. We expect to recognize these remaining performance obligations as follows (in thousands):



	2020		2021		2022		2023		Thereafter		Total
Remaining performance obligations	$	399,370	$	191,741	$	93,945	$	34,884	$	17,076	$	737,016

Partners' Capital - Earnings Per Common and Subordinated Unit & Incentive Distribution Rights (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Phantom units
Partners' Capital
Units or warrants excluded from computation of earnings per unit	290,000	208,000

Consolidated Balance Sheets (Parenthetical) - Limited partner - shares	Dec. 31, 2019	Dec. 31, 2018
Common units
Limited partner units issued (in shares)	96,632	89,984
Limited partner units outstanding (in shares)	96,632	89,984
Class B Units
Limited partner units issued (in shares)	0	6,398
Limited partner units outstanding (in shares)	0	6,398

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ 39,132,000	$ (10,551,000)	$ (264,734,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	231,447,000	213,692,000	166,558,000
Bad debt expense (recovery)	1,050,000	633,000	(1,777,000)
Amortization of debt issuance costs	7,607,000	5,080,000	0
Unit-based compensation expense	10,814,000	11,740,000	4,048,000
Deferred income tax expense (benefit)	1,376,000	(2,663,000)	1,801,000
Loss (gain) on disposition of assets	940,000	12,964,000	(367,000)
Impairment of compression equipment	5,894,000	8,666,000	0
Impairment of goodwill	0	0	223,000,000
Changes in assets and liabilities, net of effects of business combination:
Accounts receivable and related party receivables, net	(5,657,000)	(50,029,000)	9,331,000
Inventories	(25,137,000)	(6,736,000)	(698,000)
Prepaid expenses and other current assets	(604,000)	9,298,000	(3,569,000)
Other assets	2,589,000	(59,000)	8,000
Accounts payable	(5,764,000)	(5,140,000)	2,531,000
Other liabilities	(8,000)	(4,879,000)	228,000
Accrued liabilities and deferred revenue	36,901,000	44,324,000	(404,000)
Net cash provided by operating activities	300,580,000	226,340,000	135,956,000
Cash flows from investing activities:
Capital expenditures, net	(171,149,000)	(266,566,000)	(157,292,000)
Proceeds from disposition of property and equipment	22,478,000	7,466,000	14,834,000
Proceeds from insurance recovery	4,181,000	409,000	0
Acquisition of USA Compression Predecessor	0	(1,231,478,000)	0
Assumed cash acquired in business combination of USA Compression Partners, LP	0	710,506,000	0
Net cash used in investing activities	(144,490,000)	(779,663,000)	(142,458,000)
Cash flows from financing activities:
Proceeds from revolving credit facility	852,265,000	697,684,000	0
Proceeds from issuance of senior notes	750,000,000	0	0
Payments on revolving credit facility	(1,499,090,000)	(467,199,000)	0
Proceeds from issuance of Preferred Units and Warrants, net	0	479,100,000	0
Cash paid related to net settlement of unit-based awards	(1,714,000)	(4,447,000)	0
Deferred financing costs	(13,679,000)	(17,683,000)	0
Contributions from (distributions to) Parent, net	0	28,520,000	(3,666,000)
Other	(1,035,000)	0	0
Net cash provided by (used in) financing activities	(156,179,000)	549,409,000	(3,666,000)
Decrease in cash and cash equivalents	(89,000)	(3,914,000)	(10,168,000)
Cash and cash equivalents, beginning of year	99,000	4,013,000	14,181,000
Cash and cash equivalents, end of year	10,000	99,000	4,013,000
Supplemental cash flow information:
Cash paid for interest, net of capitalized amounts	105,356,000	61,021,000	0
Cash paid for income taxes	493,000	183,000	0
Supplemental non-cash transactions:
Non-cash distributions to certain common unitholders (DRIP)	997,000	645,000	0
Transfers from (to) inventories to (from) property and equipment	21,822,000	(10,602,000)	0
Change in capital expenditures included in accounts payable and accrued liabilities	3,408,000	(32,168,000)	17,300,000
Conversion of Class B Units to common units	67,302,000	0	0
Predecessor’s non-cash contribution (to) from Predecessor’s Parent	0	(1,790,000)	4,047,000
Deemed distribution for additional interest in USA Compression Predecessor	0	(36,111,000)	0
Issuance of common units for the Equity Restructuring	0	135,440,000	0
Common units
Cash flows from financing activities:
Cash distributions	(194,176,000)	(142,324,000)	0
Supplemental non-cash transactions:
Issuance of units for the CDM Acquisition	0	324,910,000	0
Preferred Units
Cash flows from financing activities:
Cash distributions	(48,750,000)	(24,242,000)	0
Class B Units
Supplemental non-cash transactions:
Issuance of units for the CDM Acquisition	$ 0	$ 86,125,000	$ 0

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue by type of service

The following table disaggregates our revenue by type of service (in thousands):



	Year Ended December 31,
	2019		2018		2017 (1)
Contract operations revenue	$	681,472	$	563,416	$	266,130
Retail parts and services revenue	16,893		20,936		10,541
Total revenues	$	698,365	$	584,352	$	276,671

_______________________________

(1)

As noted above, 2017 amounts have not been adjusted under the modified retrospective method of ASC Topic 606.

Disaggregation of revenue by timing of transfer of services

The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands):



	Year Ended December 31,
	2019		2018		2017 (1)
Services provided or goods transferred at a point in time	$	16,893	$	20,936	$	10,541
Services provided over time:
Primary term	434,705		288,299		128,864
Month-to-month	246,767		275,117		137,266
Total revenues	$	698,365	$	584,352	$	276,671

_______________________________

(1)

As noted above, 2017 amounts have not been adjusted under the modified retrospective method of ASC Topic 606.

Components of deferred revenue

We record deferred revenue when cash payments are received or due in advance of our performance. Components of deferred revenue were as follows:



		December 31,
	Balance sheet location	2019		2018
Current (1)	Deferred revenue	$	48,289	$	31,372
Noncurrent	Other liabilities	7,957		5,173
Total		$	56,246	$	36,545

________________________________

(1)

All current deferred revenue as of December 31, 2018 was recognized during the year ended December 31, 2019.

Schedule of remaining performance obligation



	2020		2021		2022		2023		Thereafter		Total
Remaining performance obligations	$	399,370	$	191,741	$	93,945	$	34,884	$	17,076	$	737,016

Recent Accounting Pronouncements	12 Months Ended
Recent Accounting Pronouncements	Dec. 31, 2019
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (“ASC Topic 326”): Measurement of Credit Losses on Financial Instruments. The amendments to ASC Topic 326 require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. The amendments in this update are effective for interim and annual periods beginning after January 1, 2020, with early adoption permitted by one year. We adopted this new standard on January 1, 2020 and our adoption of this standard did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“ASC Topic 820”): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments to ASC Topic 820 eliminate, add and modify certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. The amendments in this update are effective for interim and annual periods beginning on January 1, 2020, with early adoption permitted. We adopted this new standard on January 1, 2020 and the impact to our disclosures will not be material and there was no impact to our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (“ASC Subtopic 350-40”): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments to ASC Subtopic 350-40 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments to ASC Subtopic 350-40. The amendments in this update are effective for interim and annual periods beginning on January 1, 2020, with early adoption permitted. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted this new standard, on a prospective basis, on January 1, 2020 and our adoption of this standard did not have a material impact on our consolidated financial statements.

Lease Accounting (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases consisted of the following (in thousands):



	December 31,
	2019			2018
Operating leases:
Lease right-of-use assets	$	18,317		$	—
Accrued liabilities	(2,451		)	—
Operating lease liabilities	(17,343		)	—
Finance leases:
Property and equipment, gross	$	7,268		$	7,683
Accumulated depreciation	(5,845		)	(4,882		)
Property and equipment, net	1,423			2,801
Accrued liabilities	(774		)	(1,085		)
Other liabilities	(1,550		)	(2,114		)

Schedule of components of lease expense

Components of lease expense consisted of the following (in thousands):



	Income Statement Line Item	Year Ended December 31, 2019
Operating lease costs:
Operating lease cost	Cost of operations, exclusive of depreciation and amortization	$	1,796
Operating lease cost	Selling, general and administrative	1,165
Total operating lease costs		2,961
Finance lease costs:
Amortization of lease assets	Depreciation and amortization	1,638
Short-term lease costs:
Short-term lease cost	Cost of operations, exclusive of depreciation and amortization	309
Short-term lease cost	Selling, general and administrative	34
Total short-term lease costs		343
Variable lease costs:
Variable lease cost	Cost of operations, exclusive of depreciation and amortization	226
Variable lease cost	Selling, general and administrative	1,130
Total variable lease costs		1,356
Total lease costs		$	6,298

Schedule Of Weighted Average Remaining Lease Term

The weighted average remaining lease terms and weighted average discount rates were as follows:



	December 31, 2019
Weighted average remaining lease term:
Operating leases	8 years
Finance leases	4 years
Weighted average discount rate:
Operating leases	4.9	%
Finance leases	2.6	%

Supplemental Cash Flow Information

Supplemental cash flow information related to leases consisted of the following (in thousands):



	Year Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(3,001	)
Operating cash flows from finance leases	(788		)
Financing cash flows from finance leases	(1,035		)
ROU assets obtained in exchange for lease obligations:
Operating leases	$	17,367
Finance leases	259

Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2019 consisted of the following (in thousands):



	Operating Leases			Finance Leases			Total
2020	$	3,358		$	814		$	4,172
2021	3,046			567			3,613
2022	2,849			398			3,247
2023	2,738			369			3,107
2024	2,627			284			2,911
Thereafter	9,625			—			9,625
Total lease payments	24,243			2,432			26,675
Less: present value discount	(4,449		)	(108		)	(4,557		)
Present value of lease liabilities	$	19,794		$	2,324		$	22,118

Schedule of Sales-type and Direct Financing Leases, Lease Receivable

Lease payments expected to be received subsequent to December 31, 2019 are as follows (in thousands):



	Receivables
2020	$	5,673
2021	3,356
Total installment receivables	9,029
Less: present value discount	(2,105		)
Present value of installment receivables	$	6,924

Long-Term Debt

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Long-Term Debt

(10)

Long-Term Debt

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



	December 31,
	2019			2018
Senior Notes 2026, aggregate principal	$	725,000		$	725,000
Senior Notes 2027, aggregate principal	750,000			—
Less: deferred financing costs, net of amortization	(25,362		)	(15,489		)
Total Senior Notes, net	1,449,638			709,511
Revolving Credit Facility	402,722			1,049,547
Total long-term debt, net	$	1,852,360		$	1,759,058

Revolving Credit Facility

On the Transactions Date, we entered into the Sixth Amended and Restated Credit Agreement (the “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”), our wholly owned finance subsidiary, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as agent and a Letter of Credit (“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, 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 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 Credit Agreement permits us to make distributions of available cash to unitholders so long as (i) no default under the facility has occurred, is continuing or would result from the distribution, (ii) immediately prior to and after giving effect to such distribution, we are in compliance with the facility’s financial covenants and (iii) immediately after giving effect to such distribution, we have availability under the revolving credit facility of at least $100 million. In addition, the Credit Agreement 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 (i) 5.5 to 1.0 through the end of the fiscal quarter ending December 31, 2019 and (ii) 5.0 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 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 amended Credit Agreement, we paid certain upfront fees and arrangement fees to the arrangers, syndication agents and senior managing agents of the Credit Agreement in the amount of $14.3 million during the year ended December 31, 2018. These fees were capitalized to loan costs and will be amortized through April 2023. Amounts borrowed and repaid under the Credit Agreement may be re-borrowed.

As of December 31, 2019, we were in compliance with all of our covenants under the Credit Agreement.

As of December 31, 2019, we had outstanding borrowings under the Credit Agreement of $402.7 million, $1.2 billion of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $484.4 million. The borrowing base consists of eligible accounts receivable, inventory and compression units. The largest component, representing 95% of the borrowing base as of December 31, 2019, was eligible compression units. Eligible compression units consist of compressor packages that are leased, rented or under service contracts to customers and carried in the financial statements as fixed assets. Our weighted-average interest rate in effect for all borrowings under the Credit Agreement as of December 31, 2019 was 4.31%, with a weighted-average interest rate of 4.84% for the year ended December 31, 2019. There were no LCs issued as of December 31, 2019. We pay a commitment fee of 0.375% on the unused portion of the revolving credit facility.

The Credit Agreement matures in April 2023 and we expect to maintain it for the term. The Credit Agreement 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.

Senior Notes 2027

On March 7, 2019, the Partnership and Finance Corp co-issued $750.0 million aggregate principal amount of senior notes due on September 1, 2027 (the “Senior Notes 2027”). The Senior Notes 2027 accrue interest from March 7, 2019 at the rate of 6.875% per year. Interest on the Senior Notes 2027 is payable semi-annually in arrears on each of March 1 and September 1, with the first such payment having occurred on September 1, 2019.

At any time prior to September 1, 2022, we may redeem up to 35% of the aggregate principal amount of the Senior Notes 2027 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 2027 remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2027 held by us and our subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering.

Prior to September 1, 2022, we may redeem all or a part of the Senior Notes 2027 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.



Year	Percentages
2022	105.156	%
2023	103.438	%
2024	101.719	%
2025 and thereafter	100.000	%

If we experience a change of control followed by a ratings decline, unless we have previously exercised or concurrently exercise our right to redeem the Senior Notes 2027 (as described above), we may be required to offer to repurchase the Senior

Notes 2027 at a purchase price equal to 101% of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

The indenture governing the Senior Notes 2027 (the “2027 Indenture”) contains certain financial ratios that we must comply with in order to make certain restricted payments as described in the 2027 Indenture.

In connection with issuing the Senior Notes 2027, we incurred certain issuance costs in the amount of $13.3 million during the year ended December 31, 2019, which is amortized over the term of the Senior Notes 2027.

The Senior Notes 2027 are fully and unconditionally guaranteed (the “2027 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 of guarantees certain of our other indebtedness (collectively, the “Guarantors”). The Senior Notes 2027 and the 2027 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 2027 and the 2027 Guarantees are effectively subordinated in right of payment to all of the Guarantors’ and our existing and future secured debt, including debt under the Credit Agreement 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 2027.

On December 18, 2019, the Partnership closed an exchange offer whereby holders of the Senior Notes 2027 exchanged all of the Senior Notes 2027 for an equivalent amount of senior notes (“Exchange Notes 2027”) registered under the Securities Act. The Exchange Notes 2027 are substantially identical to the Senior Notes 2027, except that the Exchange Notes 2027 have been registered with the SEC and do not contain the transfer restrictions, restrictive legends, registration rights or additional interest provisions of the Senior Notes 2027.

Senior Notes 2026

On March 23, 2018, the Partnership and Finance Corp co-issued $725.0 million aggregate principal amount of senior notes due on April 1, 2026 (the “Senior Notes 2026”). The Senior Notes 2026 accrue interest from March 23, 2018 at the rate of 6.875% per year. Interest on the Senior Notes 2026 is payable semi-annually in arrears on each of April 1 and October 1, with the first such payment having occurred on October 1, 2018.

At any time prior to April 1, 2021, we may redeem up to 35% of the aggregate principal amount of the Senior Notes 2026 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 2026 remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2026 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 2026 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 2026 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:



Year	Percentages
2021	105.156	%
2022	103.438	%
2023	101.719	%
2024 and thereafter	100.000	%

If we experience a change of control followed by a ratings decline, unless we have previously exercised or concurrently exercise our right to redeem the Senior Notes 2026 (as described above), we may be required to offer to repurchase the Senior

Notes 2026 at a purchase price equal to 101% of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

The Indenture governing the Senior Notes 2026 (the “2026 Indenture”) contains certain financial ratios that we must comply with in order to make certain restricted payments as described in the 2026 Indenture.

In connection with issuing the Senior Notes 2026, we incurred certain issuance costs in the amount of $17.3 million during the year ended December 31, 2018, which is amortized over the term of the Senior Notes 2026.

The Senior Notes 2026 are fully and unconditionally guaranteed (the “2026 Guarantees”), jointly and severally, on a senior unsecured basis by the Guarantors. The Senior Notes 2026 and the 2026 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 2026 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 the Credit Agreement 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 2026.

On January 14, 2019, the Partnership closed an exchange offer whereby holders of the Senior Notes 2026 exchanged all of the Senior Notes 2026 for an equivalent amount of senior notes (“Exchange Notes 2026”) registered under the Securities Act. The Exchange Notes 2026 are substantially identical to the Senior Notes 2026, except that the Exchange Notes 2026 have been registered and do not contain the transfer restrictions, restrictive legends, registration rights or additional interest provisions of the Senior Notes 2026.

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 (“Securities Act”).

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 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.

Maturities of long-term debt for each of the five succeeding years are as follows (in thousands):



Years Ending December 31,
2020	$	—
2021	—
2022	—
2023	402,722
2024	—

Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Data (Unaudited)

Supplemental Selected Quarterly Financial Data

(Unaudited)



	March 31,			June 30,			September 30,			December 31,
	2019			2019			2019			2019
Revenue	$	170,746		$	173,675		$	175,756		$	178,188
Gross profit (1)	$	113,721		$	117,430		$	118,333		$	121,578
Net income	$	6,587		$	9,949		$	13,315		$	9,281
Net income (loss) attributable to common and Class B unitholders’ interests	$	(5,600	)	$	(2,239	)	$	1,127		$	(2,906	)
Net income (loss) per common unit – basic and diluted	$	(0.02	)	$	0.01		$	0.02		$	(0.03	)
Net loss per Class B Unit – basic and diluted	$	(0.55	)	$	(0.51	)	$	(0.47	)	$	—



	March 31,			June 30,			September 30,			December 31,
	2018			2018			2018			2018
Revenue	$	76,530		$	166,898		$	168,947		$	171,977
Gross profit (1)	$	39,195		$	109,365		$	104,638		$	116,430
Net income (loss)	$	(23,370	)	$	3,197		$	(563	)	$	10,185
Net loss attributable to common and Class B unitholders’ interests	$	(23,370	)	$	(8,857	)	$	(12,751	)	$	(2,003	)
Net income (loss) per common unit – basic and diluted (2)				$	(0.06	)	$	(0.10	)	$	0.01
Net loss per Class B Unit – basic and diluted (2)				$	(0.58	)	$	(0.62	)	$	(0.51	)

________________________________


(1)	Gross profit is defined as revenue less cost of operations, exclusive of depreciation and amortization expense.

(2)

Income Tax Expense (Benefit)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Tax Expense (Benefit)

We, including the USA Compression Predecessor, are subject to the Texas Margin Tax, which applies a tax to our gross margin. 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 tax is applied is the least of (i) 70% of total revenues for federal income tax purposes, (ii) total revenue less cost of goods sold or (iii) total revenue less compensation for federal income tax purposes.

Components of our income tax expense (benefit) are as follows (in thousands):



	Year Ended December 31,
	2019		2018			2017
Current tax expense	$	810	$	189		$	42
Deferred tax expense (benefit)	1,376		(2,663		)	1,801
Total income tax expense (benefit)	$	2,186	$	(2,474	)	$	1,843

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 related to property and equipment and identifiable intangible assets that give rise to deferred tax liabilities, included in other liabilities, are as follows (in thousands):



	December 31,
	2019		2018
Deferred tax liabilities:
Property and equipment	$	3,881	$	2,540
Identifiable intangible assets	35		—
Total deferred tax liabilities	$	3,916	$	2,540

FASB 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 December 31, 2019, we had no 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 in the Consolidated Statements of Operations.

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 these 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 the 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.

Unit-based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Unit-based Compensation

Unit-Based Compensation

Long-Term Incentive Plan

In connection with the Partnership’s initial public offering in January 2013, the board of directors of the General Partner (the “Board”) adopted the USA Compression Partners, LP 2013 Long-Term Incentive Plan (“LTIP”) for certain employees, consultants and directors of the General Partner and any of its affiliates who perform services for us. The LTIP provides for awards of unit options, unit appreciation rights, restricted units, phantom units, distribution equivalent rights (“DERs”), unit awards, profits interest units and other unit-based awards. On November 1, 2018 and effective the same day, the Board approved and adopted The First Amendment to the LTIP which, among other things, increased the number of common units of the Partnership available to be awarded under the LTIP by 8,590,000 common units (which brought the total number of common units available to be awarded under the LTIP to 10,000,000 common units) and extended the term of the LTIP until November 1, 2028. Awards that are forfeited, canceled, paid or otherwise terminate or expire without the actual delivery of common units will be available for delivery pursuant to other awards. The LTIP is administered by the Board or a committee thereof.

The General Partner’s executive officers, certain of its employees and certain of its independent directors were granted these awards to incentivize them to help drive our future success and to share in the economic benefits of that success. All employees with phantom units have a portion of their award settled in cash and a portion settled in common units upon vesting, unless otherwise approved by the Board. The amount that can be settled in cash is in excess of the employee’s minimum statutory tax-withholding rate. ASC Topic 718, Compensation-Stock Compensation, requires the entire amount of an award with such features to be accounted for as a liability. Under the liability method of accounting for unit-based compensation, we re-measure the fair value of the award at each financial statement date until the award vests or is forfeited. The fair value is measured using the market price of the Partnership’s common units. During the requisite service period (the vesting period of the awards), compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date. Phantom units granted to independent directors do not have a cash settlement option and as such we account for these awards as equity. Each phantom unit is granted in tandem with a corresponding DER, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (a) the number of the recipient’s outstanding, unvested phantom units on the record date for such quarter and (b) the quarterly distribution declared by the Board for such quarter with respect to the Partnership’s common units.

During the year ended December 31, 2019 and the period from the Transactions Date to December 31, 2018, an aggregate of 717,869 and 1,136,447, respectively, phantom units (including the corresponding DERs) were granted under the LTIP to the General Partner’s executive officers and certain of its employees and independent directors. The phantom units (including the corresponding DERs) awarded are subject to restrictions on transferability, customary forfeiture provisions and time vesting provisions. Phantom unit awards granted after July 30, 2018 vest incrementally, with 60% of the phantom units vesting at the end of the third year following the grant and the remaining 40% vesting at the end of the fifth year following the grant. Phantom unit awards that were granted to employees of USAC Management prior to July 30, 2018 vest evenly over a three-year service period.

Phantom units granted prior to July 30, 2018 vest in full in the event of a change in control followed by a termination of employment, and phantom units granted on or after July 30, 2018 vest in full upon a change in control. Award recipients do not have all the rights of a unitholder in the Partnership with respect to the phantom units until the units have vested.

On the Transactions Date and in connection with the closing of the CDM Acquisition, and pursuant to the change in control provisions of our outstanding phantom unit awards, all of the performance-based phantom units granted during 2018, 2017 and 2016 and outstanding as of the Transactions Date, vested immediately upon the change in control event at 100% of the target level. In addition, all outstanding time-based phantom units held by our CEO vested immediately upon the change in control event. As such, 563,544 outstanding phantom units vested resulting in $6.8 million of compensation expense recognized during the year ended December 31, 2018.

ETO had a long-term incentive plan for the USA Compression Predecessor’s employees, officers and directors. ETO had granted restricted unit awards to the USA Compression Predecessor’s employees that vested on a pro-rata basis incrementally over a five-year vesting period, with vesting based on continued employment as of each applicable vesting date. Upon vesting, ETO common units were issued. These restricted unit awards also entitled the recipients of the unit awards to receive, with respect to each ETO common unit subject to such award that had not vested or been forfeited, a corresponding DER entitling the recipient to a cash payment equal to the cash distribution per ETO common unit paid by ETO to its unitholders promptly following each such distribution. All unit-based compensation awards were treated as equity within the USA Compression Predecessor financial statements.

The unit and per-unit amounts disclosed in the remainder of this note for periods prior to the Transactions Date reflect amounts related to ETO. These amounts have been retrospectively adjusted to reflect a 1.5 to one unit-for-unit exchange related to the merger of ETO and Sunoco Logistics Partners L.P. in April 2017 and a 0.4124 to one unit-for unit exchange related to the merger of ETO and Regency Energy Partners LP in April 2015. The unit and per-unit amounts do not reflect the conversion of ETO units to ET LP units as a result of the ETE Merger in October 2018.

On the Transactions Date and in connection with the closing of the CDM Acquisition, and pursuant to the change in control provisions of the USA Compression Predecessor’s outstanding phantom unit awards, all of the USA Compression Predecessor’s outstanding phantom unit awards were forfeited.

As of December 31, 2019 and 2018, our total unit-based compensation liability was $7.1 million and $3.6 million, respectively. During the years ended December 31, 2019, 2018 and 2017, we recognized $10.8 million, $11.7 million and $4.0 million of compensation expense associated with these awards, respectively, recorded in selling, general and administrative expense. During the years ended December 31, 2019 and 2018, amounts paid related to the cash settlement of vested awards under the LTIP were $1.7 million and $4.4 million, respectively. During the year ended December 31, 2017, amounts paid related to the cash settlement of vested awards by the USA Compression Predecessor were $0.6 million.

The total fair value and intrinsic value of the phantom units vested under the LTIP was $4.6 million and $9.7 million for the year ended December 31, 2019 and for the period from the Transactions Date to December 31, 2018, respectively, and $1.6 million during the year ended December 31, 2017.

The following table summarizes information regarding phantom unit awards for the periods presented:



	Number of Units		Weighted-Average Grant Date Fair Value per Unit
USA Compression Predecessor's phantom units outstanding at December 31, 2016	429,535		$	29.34
Granted	2,500		18.75
Vested	(95,499	)	36.94
Forfeited	(11,614	)	27.41
USA Compression Predecessor's phantom units outstanding at December 31, 2017	324,922		$	27.10
Forfeited upon change in control, April 2, 2018	(324,922	)	27.10
Assumed upon change in control, April 2, 2018 (1)	1,010,522		14.24
Granted (1)	1,136,447		15.47
Vested (1)	(571,892	)	14.79
Forfeited (1)	(144,013	)	17.85
Phantom units outstanding at December 31, 2018	1,431,064		$	14.98
Granted	717,869		15.88
Vested	(301,329	)	13.06
Forfeited	(45,620	)	16.78
Phantom units outstanding at December 31, 2019	1,801,984		$	15.09

________________________________

(1)

Following the Transactions Date, the outstanding unvested phantom units granted by the USA Compression Predecessor were forfeited and the outstanding unvested phantom units granted by the Partnership prior to the Transactions Date were maintained. The number of units assumed upon change in control represent the Partnership’s unvested outstanding phantom units as of March 31, 2018. The subsequent number of units granted, vested and forfeited reflect activity following the Transactions Date through December 31, 2018.

The unrecognized compensation cost associated with phantom unit awards was an aggregate $25.3 million as of December 31, 2019. We expect to recognize the unrecognized compensation cost for these awards on a weighted-average basis over a period of 3.0 years.

Consolidated Statements of Operations - USD ($) shares in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenues:
Contract operations	$ 664,162,000	$ 546,896,000	$ 249,346,000
Parts and service	14,236,000	20,402,000	10,085,000
Related party	19,967,000	17,054,000	17,240,000
Total revenues	698,365,000	584,352,000	276,671,000
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization	227,303,000	214,724,000	125,204,000
Selling, general, and administrative	64,397,000	68,995,000	24,944,000
Depreciation and amortization	231,447,000	213,692,000	166,558,000
Loss (gain) on disposition of assets	940,000	12,964,000	(367,000)
Impairment of compression equipment	5,894,000	8,666,000	0
Impairment of goodwill	0	0	223,000,000
Total costs and expenses	529,981,000	519,041,000	539,339,000
Operating income (loss)	168,384,000	65,311,000	(262,668,000)
Other income (expense):
Interest expense, net	(127,146,000)	(78,377,000)	0
Other	80,000	41,000	(223,000)
Total other expense	(127,066,000)	(78,336,000)	(223,000)
Net loss before income tax expense (benefit)	41,318,000	(13,025,000)	(262,891,000)
Income tax expense (benefit)	2,186,000	(2,474,000)	1,843,000
Net loss	39,132,000	(10,551,000)	(264,734,000)
Cash distributions on Preferred Units	(48,750,000)	(36,430,000)	0
Net loss attributable to common and Class B unitholders' interests	$ (9,618,000)	$ (46,981,000)	$ (264,734,000)
Weighted average units outstanding:
Distributions declared per common unit	$ 2.10	$ 1.575
Common units
Net loss attributable to:
Net loss attributable to common and Class B unitholders’ interests	$ (1,774,000)	$ (32,053,000)
Weighted average units outstanding:
Weighted average common units outstanding, basic and diluted (in units)	92,911	74,481
Basic and diluted net loss per common unit and Class B Unit (in dollars per unit)	$ (0.02)	$ (0.43)
Class B Units
Net loss attributable to:
Net loss attributable to common and Class B unitholders’ interests	$ (7,844,000)	$ (14,928,000)
Weighted average units outstanding:
Weighted average common units outstanding, basic and diluted (in units)	3,681	6,398
Basic and diluted net loss per common unit and Class B Unit (in dollars per unit)	$ (2.13)	$ (2.33)

Lease Accounting (Details) - USD ($) $ in Thousands	12 Months Ended
Lease Accounting (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Leases [Abstract]
Estimated present value of operating leases that have not yet commenced	$ 7,100
Lessor, Lease, Description [Line Items]
Revenue	664,162	$ 546,896	$ 249,346
Sales-type lease
Lessor, Lease, Description [Line Items]
Installment receivable, current	4,000	3,700
Long-term installment receivable	2,900	6,900
Revenue			0
Interest income on finance lease transaction	700	700	$ 0
Sales-type lease \| Maintenance
Lessor, Lease, Description [Line Items]
Revenue	$ 1,300	$ 1,000
Two Year Term
Lessor, Lease, Description [Line Items]
Operating lease, lease not yet commenced, term of contract	2 years
Ten Year Term
Lessor, Lease, Description [Line Items]
Operating lease, lease not yet commenced, term of contract	10 years
Maximum
Lessor, Lease, Description [Line Items]
Lessee, operating lease, term of contract	10 years
Lessee, finance lease, term of contract	10 years

Partners' Capital (Details) - shares	Dec. 31, 2019	Dec. 31, 2018
Common units \| ETO
Partners' Capital
Partners' capital (in units)	46,056,228
Limited partner \| Common units
Partners' Capital
Partners' capital (in units)	96,631,976	89,983,790
Limited partner \| Class B Units
Partners' Capital
Partners' capital (in units)	0	6,397,965
General partner \| Common units \| ETO
Partners' Capital
Partners' capital (in units)	8,000,000

Long-Term Debt - Redemption Prices (expressed as percentages of the principal amount) (Details)	12 Months Ended
	Dec. 31, 2019
Senior Notes 2026, aggregate principal
Long-term debt
Redemption price (as a percent)	106.875%
Senior Notes 2026, aggregate principal \| 2021
Long-term debt
Redemption price (as a percent)	105.156%
Senior Notes 2026, aggregate principal \| 2022
Long-term debt
Redemption price (as a percent)	103.438%
Senior Notes 2026, aggregate principal \| 2023
Long-term debt
Redemption price (as a percent)	101.719%
Senior Notes 2026, aggregate principal \| 2024
Long-term debt
Redemption price (as a percent)	100.00%
Senior Notes 2027, aggregate principal
Long-term debt
Redemption price (as a percent)	106.875%
Senior Notes 2027, aggregate principal \| 2022
Long-term debt
Redemption price (as a percent)	105.156%
Senior Notes 2027, aggregate principal \| 2023
Long-term debt
Redemption price (as a percent)	103.438%
Senior Notes 2027, aggregate principal \| 2024
Long-term debt
Redemption price (as a percent)	101.719%
Senior Notes 2027, aggregate principal \| 2025 and thereafter
Long-term debt
Redemption price (as a percent)	100.00%

Partners' Capital

12 Months Ended

Dec. 31, 2019

Partners' Capital Notes [Abstract]

Partners' Capital

(12)

Partners’ Capital

Common Units

The change in common units and Class B Units outstanding were as follows:



	Units outstanding
	Common	Class B
Number of units outstanding, December 31, 2018	89,983,790	6,397,965
Vesting of phantom units	189,637	—
Issuance of common units under the DRIP	60,584	—
Conversion of Class B Units to common units	6,397,965	(6,397,965	)
Number of units outstanding, December 31, 2019	96,631,976	—

As of December 31, 2019, ETO held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by ETO.

USA Compression Holdings, which controlled the General Partner and its IDRs until the Transactions Date, sold all of its remaining common units during the year ended December 31, 2018.

The limited partners holding our common units have the following rights, among others:


•	right to receive distributions of our available cash within 45 days after the end of each quarter, so long as we have paid the required distributions on the Preferred Units for such quarter;


•	right to transfer limited partner unit ownership to substitute limited partners;


•	right to approve certain amendments of the Partnership Agreement;


•	right to electronic access of an annual report, containing audited financial statements and a report on those financial statements by our independent public accountants within 90 days after the close of the fiscal year end; and


•	right to receive information reasonably required for tax reporting purposes within 90 days after the close of the calendar year.

Class B Units Conversion

On July 30, 2019, 6,397,965 Class B Units automatically converted into common units on a one-for-one basis, resulting in the issuance of 6,397,965 common units to ETO. Following the conversion, there are no longer Class B Units outstanding.

Cash Distributions

As the USA Compression Predecessor is deemed to be the predecessor of the Partnership for financial reporting purposes, cash distributions made by the Partnership in periods prior to the Transactions Date are not included within the results of operations presented within the consolidated financial statements for the years ended December 31, 2018 and 2017.

We have declared and paid quarterly distributions per unit to our limited partner unitholders of record, including holders of our common and phantom units, as follows (dollars in millions, except distribution per unit):



Payment Date	Distribution per Limited Partner Unit		Amount Paid to Common Unitholders		Amount Paid to Phantom Unitholders		Total Distribution
May 11, 2018	$	0.525	$	47.2	$	0.4	$	47.6
August 10, 2018	0.525		47.2		0.4		47.6
November 9, 2018	0.525		47.2		0.5		47.7
2018 total distributions	$	1.575	$	141.6	$	1.3	$	142.9

February 8, 2019	$	0.525	$	47.2	$	0.7	$	47.9
May 10, 2019	0.525		47.3		0.6		47.9
August 9, 2019	0.525		47.4		0.6		48.0
November 8, 2019	0.525		50.7		0.6		51.3
2019 total distributions	$	2.100	$	192.6	$	2.5	$	195.1

Announced Quarterly Distribution

On January 16, 2020, we announced a cash distribution of $0.525 per unit on our common units. The distribution was paid on February 7, 2020 to unitholders of record as of the close of business on January 27, 2020.

Distribution Reinvestment Plan

During the years ended December 31, 2019 and 2018, distributions of $1.0 million and $0.6 million, respectively, were reinvested under the Distribution Reinvestment Plan (the “DRIP”) resulting in the issuance of 60,584 and 39,280 common units, respectively.

Earnings Per Unit

The computations of earnings per unit are based on the weighted average number of participating securities outstanding during the period. Basic earnings per unit is determined by dividing net loss allocated to participating securities after deducting the amount distributed on Preferred Units, by the weighted average number of participating securities outstanding during the period. Net loss attributable to unitholders 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 loss attributable to unitholders 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 prior to July 30, 2019, 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, and in the case of warrants to the extent they are considered “in the money”.

For the years ended December 31, 2019 and 2018, approximately 290,000 and 208,000 incremental unvested phantom units, respectively, were excluded from the calculation of diluted earnings per unit because the impact was anti-dilutive. Our outstanding

warrants are not applicable to the computation as they are not considered “in the money” for the years ended December 31, 2019 or 2018. Earnings per unit is not applicable to the USA Compression Predecessor for the year ended December 31, 2017 as the USA Compression Predecessor had no outstanding common units prior to the Transactions.

Lease Accounting - Components of lease expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease cost	$ 2,961
Short-term lease cost	343
Variable lease cost	1,356
Total lease costs	6,298
Cost of operations, exclusive of depreciation and amortization
Lessee, Lease, Description [Line Items]
Operating lease cost	1,796
Short-term lease cost	309
Variable lease cost	226
Selling, general and administrative
Lessee, Lease, Description [Line Items]
Operating lease cost	1,165
Short-term lease cost	34
Variable lease cost	1,130
Depreciation and amortization
Lessee, Lease, Description [Line Items]
Amortization of lease assets	$ 1,638

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Carrying amount and fair value of fixed rate senior notes

The following table summarizes the aggregate principal amount and fair value of our Senior Notes (in thousands):



	December 31,
	2019		2018
Senior Notes 2026, aggregate principal	$	725,000	$	725,000
Fair value of Senior Notes 2026	764,875		696,000
Senior Notes 2027, aggregate principal	750,000		—
Fair value of Senior Notes 2027	785,625		—

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

Cumulative-effect adjustments made to the opening balance sheet at January 1, 2019 were as follows (in thousands):



Balance Sheet Line Item	Balance at December 31, 2018, as previously reported		Adjustments due to ASC Topic 842 (Leases)			Balance at January 1, 2019
Other assets	$	—	$	3,502		$	3,502
Accrued liabilities	—		(2,015		)	(2,015		)
Other liabilities	—		(1,706		)	(1,706		)

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The Partnership

The 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. ET LP acquired a controlling financial interest in us through the acquisition of the 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 ET LP’s historical cost, the difference between the $1.7 billion in consideration paid by the Partnership and ET LP’s historical carrying values (net book value) at the Transactions Date has been recorded as a decrease to partners’ capital in the amount of $36.1 million.

Our accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). As noted above, the historical consolidated financial statements of the Partnership now reflect the historical consolidated financial statements of the USA Compression Predecessor in accordance with the applicable accounting and financial reporting guidance. Therefore, the historical 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 consolidated financial statements are also comprised of the 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. The presentation of certain line items in historical periods have been conformed to the Partnership’s current year presentation for comparability.

USA Compression Predecessor

ETO 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 ETO 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 ETO 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

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.

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Our 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.

The USA Compression Predecessor determined its allowance for doubtful accounts based upon historical write-off experience and specific identification of unrecoverable amounts.

Inventories

Inventories consist of serialized and non-serialized parts used primarily in the repair of compression units. All inventories are stated at the lower of cost or net realizable value. Serialized parts inventories are recorded using the specific identification method, while non-serialized parts inventories are recorded using the weighted average cost method. Purchases of these assets are considered operating activities in the Consolidated Statements of Cash Flows.

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 three to five 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 $0.5 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively. The USA Compression Predecessor had no capitalized interest for the year ended December 31, 2017, as it did not hold any debt during the period.

Impairments 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 tested for impairment is when idle units do not meet the performance characteristics of our active revenue generating horsepower.

The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows associated with the operating fleet, an impairment loss equal to the amount of the carrying value exceeding the fair value of the asset is recognized. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, based on an estimate of discounted cash flows, the expected net sale proceeds compared to the other similarly configured fleet units we recently sold or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

Refer to Note 6 for more detailed information about impairment charges during the years ended December 31, 2019, 2018 and 2017.

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 range from 15 to 25 years.

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. We did not record any impairment of identifiable intangible assets for the years ended December 31, 2019, 2018 or 2017.

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.

The Partnership did not record any goodwill impairment during the years ended December 31, 2019 and 2018. The USA Compression Predecessor recorded $223.0 million of goodwill impairment for the year ended December 31, 2017. Refer to the Goodwill section in Note 6 for more information about the goodwill impairment assessment performed during the years ended December 31, 2019, 2018 and 2017.

Predecessor Parent Company Net Investment

The USA Compression Predecessor participated in a centralized cash management function managed by ETO. Balances payable to or due from ETO generated under this arrangement are reflected in Predecessor parent company net investment.

ETO’s net investment in the operations of the USA Compression Predecessor is presented as Predecessor parent company net investment within the consolidated balance sheets. Predecessor parent company net investment represents the accumulated net earnings of the operations of the USA Compression Predecessor and accumulated net contributions from ETO. 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.

Income Taxes

We are organized as a partnership for U.S. federal and state income tax purposes. As a result, our partners are responsible for U.S. federal and state income taxes based upon their distributive share of the Partnership’s income, gain, loss, or deduction. Texas imposes an entity-level income tax on partnerships that is based on Texas sourced taxable margin. The Partnership has included in the consolidated financial statements a provision for Texas Margin Tax. Refer to Note 9 for more detailed information about the Texas Margin Tax for the years ended December 31, 2019, 2018 and 2017.

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 December 31, 2019, 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 Senior Notes 2026 and Senior Notes 2027 (collectively, the “Senior Notes”), both defined in Note 10, were estimated using quoted prices in inactive markets and are considered Level 2 measurements.

The following table summarizes the aggregate principal amount and fair value of our Senior Notes (in thousands):



	December 31,
	2019		2018
Senior Notes 2026, aggregate principal	$	725,000	$	725,000
Fair value of Senior Notes 2026	764,875		696,000
Senior Notes 2027, aggregate principal	750,000		—
Fair value of Senior Notes 2027	785,625		—

As part of the impairment analysis of goodwill as of December 31, 2017, the fair value of the USA Compression Predecessor’s goodwill was re-measured using Level 3 inputs. Refer to the Goodwill section in Note 6 for more information about this valuation as of December 31, 2017.

Use of Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and the accompanying results. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could differ from these estimates.

Operating Segment

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

Adoption of Lease Accounting Standard

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which has amended the FASB Accounting Standards Codification (“ASC”) and introduced ASC Topic 842, Leases (“ASC Topic 842”). On January 1, 2019, we adopted ASC Topic 842, which is effective for interim and annual reporting periods beginning on or after December 15, 2018. ASC Topic 842 requires entities to recognize lease assets and liabilities on the balance sheet for all leases with a term of more than one year, including operating leases, which historically were not recorded on the balance sheet in accordance with the prior standard.

To adopt ASC Topic 842, we recognized a cumulative catch-up adjustment to the opening balance sheet presented January 1, 2019 related to certain leases that existed as of that date. As permitted, we have not retrospectively modified our consolidated financial statements for comparative purposes. The adoption of the standard had an impact on our consolidated balance sheet, but did not have an impact on our consolidated statements of operations or cash flows. As a result of adoption, we have recorded additional net right-of-use (“ROU”) lease assets and lease liabilities of approximately $3.5 million and $3.7 million, respectively, as of January 1, 2019. In addition, we have updated our business processes, systems and internal controls to support the on-going reporting requirements under the new standard.

To adopt ASC Topic 842, we elected the package of practical expedients permitted under the transition guidance within the standard. The expedient package allowed us not to reassess whether existing contracts contained a lease, the lease classification of existing leases and initial direct cost for existing leases. In addition to the package of practical expedients, we have elected not to capitalize amounts pertaining to leases with terms less than twelve months, to use the portfolio approach to determine discount rates, not to separate non-lease components from lease components and not to apply the use of hindsight to the active lease population.

Cumulative-effect adjustments made to the opening balance sheet at January 1, 2019 were as follows (in thousands):



Balance Sheet Line Item	Balance at December 31, 2018, as previously reported		Adjustments due to ASC Topic 842 (Leases)			Balance at January 1, 2019
Other assets	$	—	$	3,502		$	3,502
Accrued liabilities	—		(2,015		)	(2,015		)
Other liabilities	—		(1,706		)	(1,706		)

Additional disclosures related to lease accounting are included in Note 8.

Trade Accounts Receivable	12 Months Ended
Trade Accounts Receivable	Dec. 31, 2019
Receivables [Abstract]
Trade Accounts Receivable	Trade Accounts Receivable The allowance for doubtful accounts, which was $2.5 million and $1.7 million as of December 31, 2019 and 2018, respectively, is our best estimate of the amount of probable credit losses included in our existing accounts receivable. During the year ended December 31, 2019, we recognized bad debt expense of $1.1 million and wrote-off $0.3 million of receivables on accounts previously reserved, resulting in an $0.8 million increase in our allowance for doubtful accounts. During the year ended December 31, 2018, we increased our allowance for doubtful accounts by $0.9 million, due primarily to estimated uncollectible amounts from customers of the USA Compression Predecessor. The USA Compression Predecessor reduced its allowance for doubtful accounts by $4.1 million during the year ended December 31, 2017 due to write-offs of receivables and collections on accounts previously reserved. Due to the decrease in the allowance for doubtful accounts during 2017, the USA Compression Predecessor recognized a reduction of bad debt expense of $1.8 million for the year ended December 31, 2017.

Lease Accounting - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Lessee, Operating Lease, Description [Abstract]
Lease right-of-use assets	$ 18,317	$ 0
Lease liabilities, current	(2,451)	0
Lease liabilities, noncurrent	(17,343)	0
Lessee, Finance Lease, Description [Abstract]
Property and equipment, gross	7,268	7,683
Accumulated depreciation	(5,845)	(4,882)
Property and equipment, net	1,423	2,801
Accrued liabilities	(774)	(1,085)
Other liabilities	$ (1,550)	$ (2,114)

Basis of Presentation and Significant Accounting Policies - Fair Value (Details) - Level 2 - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Carrying amount \| Senior Notes 2026, aggregate principal
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, fair value disclosure	$ 725,000	$ 725,000
Carrying amount \| Senior Notes 2027, aggregate principal
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, fair value disclosure	750,000	0
Fair value \| Senior Notes 2026, aggregate principal
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, fair value disclosure	764,875	696,000
Fair value \| Senior Notes 2027, aggregate principal
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, fair value disclosure	$ 785,625	$ 0

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Schedule of purchase price allocation (in thousands)

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 assumed 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.

Summary of pro forma financial information



	Year Ended December 31,
	2018			2017
Total revenues	$	662,091		$	556,893
Net loss	(44,894		)	(344,995		)
Net loss attributable to common and Class B unitholders’ interests	(93,644		)	(393,745		)
Basic and diluted net loss per common unit and Class B Unit	(0.98		)	(4.14		)

Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Accrued sales tax contingencies	$ 48,883	$ 44,923
Accrued interest expense	31,210	16,355
Accrued payroll and benefits	10,687	10,681
Accrued capital expenditures	$ 11,357	$ 7,949

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

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.

Trade Accounts Receivable and Allowance for Doubtful Accounts

The USA Compression Predecessor determined its allowance for doubtful accounts based upon historical write-off experience and specific identification of unrecoverable amounts.

Inventory

Inventories

Property and Equipment

Impairments of Long-Lived Assets

Refer to Note 6 for more detailed information about impairment charges during the years ended December 31, 2019, 2018 and 2017.

Identifiable Intangible Assets

Goodwill

Predecessor Parent Company Net Investment

Income Taxes

Pass Through Taxes

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

Fair Value Measurements

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.

The following table summarizes the aggregate principal amount and fair value of our Senior Notes (in thousands):



	December 31,
	2019		2018
Senior Notes 2026, aggregate principal	$	725,000	$	725,000
Fair value of Senior Notes 2026	764,875		696,000
Senior Notes 2027, aggregate principal	750,000		—
Fair value of Senior Notes 2027	785,625		—

Use of Estimates

Operating Segment

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

Consolidated Statements of Changes in Partners' Capital And Predecessor Parent Company Net Investment Consolidated Statements of Changes in Partners’ Capital And Predecessor Parent Company Net Investment (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Limited partner \| Common units
Distribution per unit (in dollars per share)	$ 2.10	$ 1.575

Unit-based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Summary of information regarding phantom unit awards

The following table summarizes information regarding phantom unit awards for the periods presented:



	Number of Units		Weighted-Average Grant Date Fair Value per Unit
USA Compression Predecessor's phantom units outstanding at December 31, 2016	429,535		$	29.34
Granted	2,500		18.75
Vested	(95,499	)	36.94
Forfeited	(11,614	)	27.41
USA Compression Predecessor's phantom units outstanding at December 31, 2017	324,922		$	27.10
Forfeited upon change in control, April 2, 2018	(324,922	)	27.10
Assumed upon change in control, April 2, 2018 (1)	1,010,522		14.24
Granted (1)	1,136,447		15.47
Vested (1)	(571,892	)	14.79
Forfeited (1)	(144,013	)	17.85
Phantom units outstanding at December 31, 2018	1,431,064		$	14.98
Granted	717,869		15.88
Vested	(301,329	)	13.06
Forfeited	(45,620	)	16.78
Phantom units outstanding at December 31, 2019	1,801,984		$	15.09

________________________________

(1)

Other Current Liabilities - (Tables)

12 Months Ended

Dec. 31, 2019

Other Liabilities Disclosure [Abstract]

Schedule of Other Current Liabilities

Components of other current liabilities included the following (in thousands):



	December 31,
	2019		2018
Accrued sales tax contingencies (1)	$	48,883	$	44,923
Accrued interest expense	31,210		16,355
Accrued payroll and benefits	10,687		10,681
Accrued capital expenditures	11,357		7,949

________________________________

(1)

Refer to Note 17 for further detailed information on the accrued sales tax contingencies.

Transactions with Related Parties - Accounts receivable from and accounts payable to related party (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
ETO
Transactions with Related Parties
Related party receivables	$ 44,900	$ 44,900
Entities affiliated with ETP
Transactions with Related Parties
Related party receivables	45,461	47,661
Related party payables (2)	$ 1	$ 395

Organization and Description of the Business (Details) $ in Millions			12 Months Ended
	Jul. 30, 2019 shares	Apr. 02, 2018 USD ($) shares	Dec. 31, 2019 USD ($) employee shares	Dec. 31, 2018 shares
CDM
Organization
Aggregate consideration \| $		$ 1,700.0
Cash paid \| $		1,200.0
Common units \| ET
Organization
Cash paid \| $		$ 250.0
Common units \| ETO
Organization
Number of units transferred in exchange for consideration		12,466,912
Common units \| General partner \| Equity Restructuring Agreement
Organization
Units issued		8,000,000
Predecessor parent company net contributions \| $			$ 10.0
Future contribution triggering event, common units owned (less than)			12,500,000
Common units \| Limited partner
Organization
Conversion of Class B Units to common units			6,397,965
Limited partner units issued (in shares)			96,632	89,984
Common units \| Limited partner \| CDM
Organization
Number of units issued in exchange for consideration		19,191,351
Limited partner units issued (in shares)	6,397,965
Class B Units \| Limited partner
Organization
Conversion of Class B Units to common units			(6,397,965)
Limited partner units issued (in shares)			0	6,398
Class B Units \| Limited partner \| CDM
Organization
Number of units issued in exchange for consideration		6,397,965
Conversion of Class B Units to common units	6,397,965
USAC Management
Organization
Number of employees \| employee			879
USAC Management \| Subject to collective bargaining arrangements
Organization
Number of employees \| employee			0

Revenue Recognition (Disaggregated Revenue) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Total revenues	$ 698,365	$ 584,352	$ 276,671
Services provided or goods transferred at a point in time
Disaggregation of Revenue [Line Items]
Total revenues	16,893	20,936	10,541
Recurring term contracts: Primary Term
Disaggregation of Revenue [Line Items]
Total revenues	434,705	288,299	128,864
Recurring term contracts: Month-to-month
Disaggregation of Revenue [Line Items]
Total revenues	246,767	275,117	137,266
Contract operations revenue
Disaggregation of Revenue [Line Items]
Total revenues	681,472	563,416	266,130
Retail parts and services revenue
Disaggregation of Revenue [Line Items]
Total revenues	$ 16,893	$ 20,936	$ 10,541

Lease Accounting - Lease payments expected to be received (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Leases [Abstract]
2020	$ 5,673
2021	3,356
Total installment receivables	9,029
Less: present value discount	(2,105)
Present value of installment receivables	$ 6,924

Preferred Units and Warrants (Tables)

12 Months Ended

Dec. 31, 2019

Preferred Units and Warrants

Schedule of Dividends Declared

We have declared and paid quarterly cash distributions per unit to our Preferred Unitholders of record as follows:



Payment date	Distribution per Preferred Unit
August 10, 2018 (1)	$	24.107
November 9, 2018	24.375
February 8, 2019	24.375
May 10, 2019	24.375
August 9, 2019	24.375
November 8, 2019	24.375

(1)

Pro-rated initial distribution

Changes in the Preferred Units balance

Changes in the Preferred Units balance are summarized below (in thousands):



	Preferred Units
Balance at December 31, 2017	$	—
Issuance of Preferred Units on April 2, 2018, net	465,121
Net income allocated to Preferred Units	36,430
Cash distributions on Preferred Units	(24,242		)
Balance at December 31, 2018	477,309
Net income allocated to Preferred Units	48,750
Cash distributions on Preferred Units	(48,750		)
Balance at December 31, 2019	$	477,309

Trade Accounts Receivable (Details) - USD ($) $ in Millions	12 Months Ended
Trade Accounts Receivable (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Receivables [Abstract]
Allowance for doubtful accounts	$ 2.5	$ 1.7
Bad debt expense	1.1
Allowance for doubtful accounts receivable, write-off	(0.3)
Increase (decrease) in allowance for doubtful accounts	$ 0.8	$ 0.9	$ (4.1)
Reduction of bad debt expense			$ 1.8

Lease Accounting - Weighted average remaining lease terms and weighted average discount rates (Details)	Dec. 31, 2019
Leases [Abstract]
Operating lease, weighted average remaining lease term	8 years
Finance lease, weighted average remaining lease term	4 years
Operating lease, weighted average discount rate, percent	4.90%
Finance lease, weighted average discount rate, percent	2.60%

Acquisitions

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

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 ET LP 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 $36.1 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 within the results of operations presented within the consolidated financial statements for the year ended December 31, 2018.

For the period from April 2, 2018 to December 31, 2018, we recognized $269.2 million in revenues and $23.1 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 assumed 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 ETO pursuant to which ETO 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 year ended December 31, 2018.

Unaudited Pro Forma Financial Information

The following unaudited pro forma condensed financial information for the years ended December 31, 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 2026 (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 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 (in thousands, except per unit amounts):



	Year Ended December 31,
	2018			2017
Total revenues	$	662,091		$	556,893
Net loss	(44,894		)	(344,995		)
Net loss attributable to common and Class B unitholders’ interests	(93,644		)	(393,745		)
Basic and diluted net loss per common unit and Class B Unit	(0.98		)	(4.14		)

The pro forma net loss for the year ended December 31, 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 year ended December 31, 2018 do not reflect such expenses incurred as a direct result of the Transactions.

Partners' Capital (Tables)

12 Months Ended

Dec. 31, 2019

Partners' Capital Notes [Abstract]

Schedule of Limited Partners' Capital Account by Class [Table Text Block]

The change in common units and Class B Units outstanding were as follows:



	Units outstanding
	Common	Class B
Number of units outstanding, December 31, 2018	89,983,790	6,397,965
Vesting of phantom units	189,637	—
Issuance of common units under the DRIP	60,584	—
Conversion of Class B Units to common units	6,397,965	(6,397,965	)
Number of units outstanding, December 31, 2019	96,631,976	—

Schedule of cash distributions (in millions, except distribution per unit)



Payment Date	Distribution per Limited Partner Unit		Amount Paid to Common Unitholders		Amount Paid to Phantom Unitholders		Total Distribution
May 11, 2018	$	0.525	$	47.2	$	0.4	$	47.6
August 10, 2018	0.525		47.2		0.4		47.6
November 9, 2018	0.525		47.2		0.5		47.7
2018 total distributions	$	1.575	$	141.6	$	1.3	$	142.9

February 8, 2019	$	0.525	$	47.2	$	0.7	$	47.9
May 10, 2019	0.525		47.3		0.6		47.9
August 9, 2019	0.525		47.4		0.6		48.0
November 8, 2019	0.525		50.7		0.6		51.3
2019 total distributions	$	2.100	$	192.6	$	2.5	$	195.1

Long-Term Debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Mar. 07, 2019	Dec. 31, 2018	Mar. 23, 2018
Long-term debt
Less: deferred financing costs, net of amortization	$ (25,362)		$ (15,489)
Total long-term debt	1,852,360		1,759,058
Senior Notes 2026, aggregate principal
Long-term debt
Aggregate principal amount of senior notes	725,000		725,000	$ 725,000
Senior Notes 2027, aggregate principal
Long-term debt
Aggregate principal amount of senior notes	750,000	$ 750,000	0
Senior Notes
Long-term debt
Total long-term debt	1,449,638		709,511
Revolving Credit Facility
Long-term debt
Total long-term debt	$ 402,722		$ 1,049,547

Lease Accounting - Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Operating Leases
2020	$ 3,358
2021	3,046
2022	2,849
2023	2,738
2024	2,627
Thereafter	9,625
Total lease payments	24,243
Less: present value discount	(4,449)
Present value of lease liabilities	19,794
Finance Leases
2020	814
2021	567
2022	398
2023	369
2024	284
Thereafter	0
Total lease payments	2,432
Less: present value discount	(108)
Present value of lease liabilities	2,324
Total
2020	4,172
2021	3,613
2022	3,247
2023	3,107
2024	2,911
Thereafter	9,625
Total lease payments	26,675
Less: present value discount	(4,557)
Present value of lease liabilities	$ 22,118

Inventory (Tables)

12 Months Ended

Dec. 31, 2019

Inventory Disclosure [Abstract]

Schedule of components of inventories

Components of inventories were as follows (in thousands):



	December 31,
	2019		2018
Serialized parts	$	43,890	$	45,568
Non-serialized parts	48,033		43,439
Total inventories	$	91,923	$	89,007

Inventories

12 Months Ended

Dec. 31, 2019

Inventory Disclosure [Abstract]

Inventories

(5)

Inventories

Components of inventories were as follows (in thousands):



	December 31,
	2019		2018
Serialized parts	$	43,890	$	45,568
Non-serialized parts	48,033		43,439
Total inventories	$	91,923	$	89,007

Basis of Presentation and Significant Accounting Policies - Partnership (Details) - USD ($) $ in Thousands		12 Months Ended
	Apr. 02, 2018	Dec. 31, 2018
Business Acquisition [Line Items]
Decrease to partners' capital		$ 36,111
CDM
Business Acquisition [Line Items]
Aggregate consideration	$ 1,700,000

Preferred Units and Warrants - Changes in the Preferred Units balance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Movement in Auction Market Preferred Securities, Shares Outstanding [Roll Forward]
Balance at the beginning of the period	$ 477,309
Cash distributions on Preferred Units	(48,750)	$ (36,430)	$ 0
Balance at the end of the period	477,309	477,309
Series A Preferred Units
Movement in Auction Market Preferred Securities, Shares Outstanding [Roll Forward]
Balance at the beginning of the period	477,309	0
Issuance of Preferred Units		465,121
Net income allocated to Preferred Units	48,750	36,430
Cash distributions on Preferred Units	(48,750)	(24,242)
Balance at the end of the period	$ 477,309	$ 477,309	$ 0

Employee Benefit Plans (Details) - 401(k) Plan - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Employee Benefit Plans
Maximum annual employee contribution, as a percentage	20.00%
Maximum annual employee contribution	$ 19,000
Aggregate discretionary employer matching contributions	$ 3,400,000	$ 3,200,000
ETO
Employee Benefit Plans
Aggregate discretionary employer matching contributions		$ 900,000

Long-Term Debt - Future Maturities (Details) - Revolving Credit Facility $ in Thousands	Dec. 31, 2019 USD ($)
Maturities of long term debt
2020	$ 0
2021	0
2022	0
2023	402,722
2024	$ 0