View Filing Data

December 31,

Deferred tax liability - Property and equipment

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2018	Feb. 14, 2019	Jun. 29, 2018
Entity Registrant Name	USA Compression Partners, LP
Entity Central Index Key	0001522727
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 831,898,973
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Common units
Units outstanding		90,000,504
Class B Units
Units outstanding		6,397,965

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 99	$ 4,013
Accounts receivable, net:
Trade, net	75,572	32,696
Other	3,809
Related party receivables	47,661	45
Inventory, net	89,007	33,221
Prepaid expenses and other assets	1,592	4,209
Total current assets	217,740	74,184
Installment receivable	6,924
Property and equipment, net	2,521,488	1,192,921
Identifiable intangible assets, net	392,550	198,215
Goodwill	619,411	253,428
Other assets	16,536	205
Total assets	3,774,649	1,718,953
Current liabilities:
Accounts payable	23,804	1,383
Related party payables	395	1,977
Accrued liabilities	94,028	41,513
Deferred revenue	31,372	2,220
Total current liabilities	149,599	47,093
Long-term debt, net	1,759,058
Other liabilities	9,827	6,990
Total Liabilities	1,918,484	54,083
Preferred Units	477,309
Commitments and contingencies
Partners' capital:
Warrants	13,979
Predecessor parent company net investment		1,664,870
Total partners’ capital and predecessor parent company net investment	$ 1,378,856	1,664,870
Total liabilities, partners’ capital and predecessor parent company net investment	3,774,649	1,718,953
Warrants
Partners' capital:
Total partners’ capital and predecessor parent company net investment	13,979
Limited partner \| Common units
Partners' capital:
Limited partner interest	1,289,731
Total partners’ capital and predecessor parent company net investment	1,289,731
Limited partner \| Class B Units
Partners' capital:
Limited partner interest	75,146
Total partners’ capital and predecessor parent company net investment	$ 75,146

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenues:
Contract operations	$ 546,896	$ 249,346	$ 239,143
Parts and service	20,402	10,085	7,921
Related party	17,054	17,240	16,873
Total revenues	584,352	276,671	263,937
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization	214,724	125,204	112,898
Selling, general, and administrative	68,995	24,944	22,739
Depreciation and amortization	213,692	166,558	155,134
Loss (gain) on disposition of assets	12,964	(367)	120
Impairment of compression equipment	8,666
Impairment of goodwill		223,000
Total costs and expenses	519,041	539,339	290,891
Operating income (loss)	65,311	(262,668)	(26,954)
Other income (expense):
Interest expense, net	(78,377)
Other	41	(223)	(153)
Total other expense	(78,336)	(223)	(153)
Net loss before income tax expense (benefit)	(13,025)	(262,891)	(27,107)
Income tax expense (benefit)	(2,474)	1,843	(163)
Net loss	(10,551)	(264,734)	(26,944)
Less: distributions on Preferred Units	(36,430)
Net loss attributable to common and Class B unitholders' interests	$ (46,981)	$ (264,734)	$ (26,944)
Weighted average units outstanding:
Distributions declared per common unit	$ 1.575
Common units
Net loss attributable to:
Common and Class B units	$ (32,053)
Weighted average units outstanding:
Basic and diluted (in units)	74,481
Basic and diluted net loss per common unit and Class B Unit (in dollars per unit)	$ (0.43)
Class B Units
Net loss attributable to:
Common and Class B units	$ (14,928)
Weighted average units outstanding:
Basic and diluted (in units)	6,398
Basic and diluted net loss per common unit and Class B Unit (in dollars per unit)	$ (2.33)

Consolidated Statements of Changes in Partners' Capital And Predecessor Parent Company Net Investment - USD ($) $ in Thousands	Common units Limited partner	Class B Units Limited partner	Warrants	Predecessor Parent Company Net Investment	Total
Partners' capital at Dec. 31, 2015				$ 2,042,996	$ 2,042,996
Increase (Decrease) in Partners' Capital
Net income (loss)				(26,944)	(26,944)
Distributions and distribution equivalent rights				(86,829)	(86,829)
Partners' capital at Dec. 31, 2016				1,929,223	1,929,223
Increase (Decrease) in Partners' Capital
Net income (loss)				(264,734)	(264,734)
Predecessor parent company net contributions				381	381
General Partners' Capital Account at Dec. 31, 2017					1,664,870
Partners' capital at Dec. 31, 2017				1,664,870	1,664,870
Increase (Decrease) in Partners' Capital
Net income (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	5,283				5,283
Distributions and distribution equivalent rights	(141,694)				(141,694)
Issuance of common units under the DRIP	645				645
Net income (loss) for the period April 2, 2018 to December 31, 2018	(12,632)	(10,979)			(23,611)
Limited Partners' Capital Account at Dec. 31, 2018	1,289,731	75,146
Partners' capital at Dec. 31, 2018	$ 1,289,731	$ 75,146	$ 13,979		$ 1,378,856

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (10,551)	$ (264,734)	$ (26,944)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	213,692	166,558	155,134
Bad debt expense (recovery)	633	(1,777)	(593)
Amortization of debt issue costs	5,080
Unit-based compensation expense	11,740	4,048	3,539
Deferred income tax expense (benefit)	(2,663)	1,801	(155)
Loss (gain) on disposition of assets	12,964	(367)	120
Impairment of compression equipment	8,666
Impairment of goodwill		223,000
Changes in assets and liabilities, net of effects of business combination:
Accounts receivable, net	(50,029)	9,331	25,578
Inventory, net	(6,736)	(698)	(515)
Prepaid expenses and other current assets	9,298	(3,569)	(167)
Other noncurrent assets	(59)	8	(34)
Accounts payable and related party payables	(5,140)	2,531	(2,291)
Other current liabilities	(4,879)	228	(1,769)
Accrued liabilities and deferred revenue	44,324	(404)	(21,840)
Net cash provided by operating activities	226,340	135,956	130,063
Cash flows from investing activities:
Capital expenditures, net	(266,566)	(157,292)	(61,575)
Proceeds from disposition of property and equipment	7,466	14,834	24,808
Proceeds from insurance recovery	409
Acquisition of USA Compression Predecessor	(1,231,478)
Assumed cash acquired in business combination of USA Compression Partners, LP	710,506
Net cash used in investing activities	(779,663)	(142,458)	(36,767)
Cash flows from financing activities:
Proceeds from revolving credit facility	697,684
Payments on revolving credit facility	(467,199)
Proceeds from issuance of Preferred Units and Warrants, net	479,100
Cash paid related to net settlement of unit-based awards	(4,447)
Financing costs	(17,683)
Distributions to Parent		(3,666)	(90,367)
Contributions from Parent	28,520
Net cash provided by (used in) financing activities	549,409	(3,666)	(90,367)
Increase (decrease) in cash and cash equivalents	(3,914)	(10,168)	2,929
Cash and cash equivalents, beginning of period	4,013	14,181	11,252
Cash and cash equivalents, end of period	99	4,013	14,181
Supplemental cash flow information:
Cash paid for interest, net of capitalized amounts	61,021
Cash paid for income taxes	183
Supplemental non-cash transactions:
Non-cash distributions to certain common unitholders (DRIP)	645
Predecessor's Non-cash contribution (to) from Predecessor's Parent	(1,790)	4,047	3,538
Transfers to inventory from property and equipment	(10,602)
Transfer from long term installment receivable to short-term	(2,809)
Transfer from long-term liabilities to short-term	914
Change in capital expenditures included in accounts payable and accrued liabilities	(32,168)	$ 17,300	$ (3,678)
Deemed distribution for additional interest in USA Compression Predecessor	(36,111)
Issuance of common units for the Equity Restructuring	135,440
Common units
Cash flows from financing activities:
Cash distributions	(142,324)
Supplemental non-cash transactions:
Issuance of units for the CDM Acquisition	324,910
Class B Units
Supplemental non-cash transactions:
Issuance of units for the CDM Acquisition	86,125
Preferred Units
Cash flows from financing activities:
Cash distributions	$ (24,242)

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2018
Organization and Description of Business
Organization and Description of Business	(1) Organization and Description of Business Unless the context otherwise requires or where otherwise indicated, the terms “our”, “we”, “us”, “the Partnership” and similar language when used in the present or future tense and for periods on or subsequent to April 2, 2018 (the “Transactions Date”) refer to USA Compression Partners, LP, collectively with its consolidated operating subsidiaries, including the USA Compression Predecessor. Unless the context otherwise requires or where otherwise indicated, the term “USA Compression Predecessor,” as well as the terms “our,” “we,” “us” and “its” when used in an historical context or in reference to periods prior to the Transactions Date, refers to CDM Resource Management LLC (“CDM Resource”) and CDM Environmental & Technical Services LLC (“CDM E&T”) collectively, which has been deemed to be the predecessor of the Partnership for financial reporting purposes. We are a Delaware limited partnership. Through our operating subsidiaries, we provide compression services under fixed-term contracts with customers in the natural gas and crude oil industries, using natural gas compression packages that we design, engineer, own, operate and maintain. We primarily provide compression services in a number of shale plays throughout the United States, including the Utica, Marcellus, Permian Basin, Delaware Basin, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara and Fayetteville shales. USA Compression GP, LLC, a Delaware limited liability company, serves as our general partner and is referred to herein as the “General Partner”. The General Partner was wholly owned by Energy Transfer Equity, L.P. (“ETE”), through its wholly owned subsidiary, Energy Transfer Partners, L.L.C. (“ETP LLC”). In October 2018, ETE and Energy Transfer Partners, L.P. (“ETP”) completed the merger of ETP with a wholly owned subsidiary of ETE in a unit-for-unit exchange (the “ETE Merger”). Following the closing of the ETE Merger, ETE changed its name to “Energy Transfer LP” and ETP changed its name to “Energy Transfer Operating, L.P.” Upon the closing of the ETE Merger, ETE contributed to ETP 100% of the limited liability company interests in the General Partner. References herein to “ETP” refer to Energy Transfer Partners, L.P. for periods prior to the ETE Merger and Energy Transfer Operating, L.P. following the ETE Merger, and references to “ETE” refer to Energy Transfer Equity, L.P. for periods prior to the ETE Merger and Energy Transfer LP following the ETE Merger. The USA Compression Predecessor owned and operated a fleet of compressors used to provide natural gas compression services for customer specific systems. The USA Compression Predecessor also owned and operated a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling, and dehydration. The USA Compression Predecessor had operations located in Texas, Oklahoma, Louisiana, Arkansas, Pennsylvania, New Mexico, Colorado, Ohio, and West Virginia. 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 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, 2018, USAC Management had 864 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 ETP (the “CDM Acquisition”) in exchange for aggregate consideration of approximately $1.7 billion, consisting of (i) 19,191,351 common units representing limited partner 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). General Partner Purchase Agreement On the Transactions Date, and in connection with the closing of the CDM Acquisition, we consummated the transactions contemplated by the Purchase Agreement dated January 15, 2018, by and among ETE, ETP LLC, USA Compression Holdings, LLC (“USA Compression Holdings”) and, solely for certain purposes therein, R/C IV USACP Holdings, L.P. and ETP, pursuant to which, among other things, ETE acquired from USA Compression Holdings (i) all of the outstanding limited liability company interests in the General Partner and (ii) 12,466,912 common units for cash consideration paid by ETE to USA Compression Holdings equal to $250.0 million (the “GP Purchase”). Upon the closing of the ETE Merger, ETE contributed all of the interests in the General Partner and the 12,466,912 common units to ETP. Equity Restructuring Agreement On the Transactions Date, and in connection with the closing of the CDM Acquisition, we consummated the transactions contemplated by the Equity Restructuring Agreement dated January 15, 2018, pursuant to which, among other things, the Partnership, the General Partner and ETE agreed to cancel the Partnership’s Incentive Distribution Rights (“IDRs”) and convert the General Partner Interest (as defined in the Equity Restructuring Agreement) into a non-economic general partner interest, in exchange for the Partnership’s issuance of 8,000,000 common units to the General Partner (the “Equity Restructuring”). The CDM Acquisition, GP Purchase and Equity Restructuring are collectively referred to as the “Transactions.”

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

(2) 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. ETE 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 ETE’s historical cost, the difference between the $1.7 billion in consideration paid by the Partnership and ETE’s historical carrying values (net book value) at the Transactions Date has been recorded as a decrease to partners’ capital in the amount of $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 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

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

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

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

Significant Accounting Policies

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.

Inventory

Inventory consists of serialized and non-serialized parts used primarily in the repair of compression units. All inventory is stated at the lower of cost or net realizable value. Serialized parts inventory is determined using the specific identification method, while non-serialized parts inventory is determined 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 3 to 5 years. Ordinary maintenance and repairs are charged to cost of operations, exclusive of depreciation and amortization.

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

Capitalized interest is calculated by multiplying the Partnership’s monthly effective interest rate on outstanding debt by the amount of qualifying costs, which include upfront payments to acquire certain compression units. Capitalized interest was $0.3 million for the year ended December 31, 2018. The USA Compression Predecessor had no capitalized interest for the years ended December 31, 2017 or 2016, as it did not hold any debt during either 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 7 for more detailed information about impairment charges during the year ended December 31, 2018.

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, 2018, 2017 or 2016.

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 year ended December 31, 2018. The USA Compression Predecessor recorded $223 million of goodwill impairment for the year ended December 31, 2017 and no goodwill impairment for the year ended December 31, 2016. Refer to the Goodwill section in Note 7 for more information about the goodwill impairment assessment performed during the years ended December 31, 2018 and 2017.

Predecessor Parent Company Net Investment

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

ETP’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 ETP. Net contributions for the period January 1, 2018 to April 1, 2018 were primarily comprised of intercompany operations and expense, cash clearing and other financing activities, and general and administrative cost allocations to the USA Compression Predecessor.

Income Taxes

These consolidated financial statements do not include a provision for income taxes as the Partnership is treated as a partnership for U.S. federal and state income tax purposes, with each partner being separately taxed on its distributive share of the Partnership’s items of income, gain, loss, or deduction. While the Partnership is generally not subject to entity-level income taxes, Texas imposes an entity-level income tax on partnerships. Refer to Note 9 for more detailed information about the Texas Franchise Tax for the years ended December 31, 2018, 2017 and 2016.

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

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


	December 31,
Assets (Liabilities)	2018		2017
Carrying amount of Senior Notes (1)	$	709,511	$	—
Fair value of Senior Notes		696,000		—

(1)

Carrying amount is shown net of unamortized deferred financing costs. As of December 31, 2018, the outstanding aggregate principal amount of our Senior Notes was $725.0 million. See Note 10 for further details.

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

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 7 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.

Acquisitions

12 Months Ended

Dec. 31, 2018

Acquisitions

Acquisitions

(3) Acquisitions

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

The property and equipment of the USA Compression Predecessor is reflected at historical carrying value, which is less than the consideration paid for the business. The excess of the consideration paid over the historical carrying value was $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 ETP pursuant to which ETP and its affiliates provided certain services to us with respect to the business and operations of the USA Compression Predecessor’s existing assets, including information technology, accounting and emissions testing services, for a period of three months following the closing of the Transactions. Expenses associated with the transition services agreement were $0.7 million for the 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 (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:


	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.

Property And Equipment, Identifiable Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2018

Property And Equipment, Identifiable Intangible Assets and Goodwill

Property And Equipment, Identifiable Intangible Assets and Goodwill

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

Property and Equipment

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


	December 31,
	2018		2017
Compression and treating equipment	$	3,239,831	$	1,799,151
Furniture and fixtures		1,129		780
Automobiles and vehicles		32,490		41,796
Computer equipment		54,806		25,049
Buildings		9,314		13,891
Land		77		77
Leasehold improvements		5,377		2,051
Total Property and equipment, gross		3,343,024		1,882,795
Less: accumulated depreciation and amortization		(821,536)		(689,874)
Total Property and equipment, net	$	2,521,488	$	1,192,921

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


Compression equipment, acquired new		25 years
Compression equipment, acquired used		5 - 25 years
Furniture and fixtures		3 - 10 years
Vehicles and computer equipment		1 - 10 years
Buildings		5 years
Leasehold improvements		5 years

Depreciation expense on property and equipment was $186.5 million, $146.0 million and $134.6 million for the years ended December 31, 2018, 2017 and 2016, 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, 2018 and 2017, there was $7.9 million and $14.6 million, respectively, of property and equipment purchases in accounts payable and accrued liabilities.

During the year ended December 31, 2018, there were net losses on the disposition of assets of $13.0 million, primarily attributable to disposals of various property and equipment by the USA Compression Predecessor. During the years ended December 31, 2017 and 2016, the USA Compression Predecessor recognized a $0.4 million net loss and $0.1 million net gain on disposition of assets, respectively.

For the year ended December 31, 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 103 compressor units, or approximately 33,000 horsepower, that were previously used to provide services in our business. As a result, we recorded $8.7 million in impairment of compression equipment for the year ended December 31, 2018. The primary causes for this impairment were: (i) units were not considered marketable in the foreseeable future, (ii) units were subject to excessive maintenance costs or (iii) units were unlikely to be accepted by customers due to certain performance characteristics of the unit, such as the inability to meet then-current quoting criteria without excessive retrofitting costs. These compression units were written down to their respective estimated salvage values, if any.

The USA Compression Predecessor did not record any impairment of long-lived assets during the years ended December 31, 2017 or 2016.

Identifiable Intangible Assets

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


	Customer
	Relationships		Trade Names		Total
Gross Balance at December 31, 2016	$	263,662	$	65,500	$	329,162
Accumulated amortization		(106,111)		(24,836)		(130,947)
Net Balance at December 31, 2017	$	157,551	$	40,664	$	198,215

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

Amortization expense for the year ended December 31, 2018 was $27.2 million and for each of the years ended December 31, 2017 and 2016 was $20.5 million. The expected amortization of the intangible assets for each of the five succeeding years is $29.4 million.

Goodwill

As of October 1, 2018, we performed a qualitative assessment and 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 year ended December 31, 2017 and in accordance with its early adoption of Accounting Standards Update (“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 result 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. There was no goodwill impairment for the year ended December 31, 2016.

As of December 31, 2018, the Partnership had $619.4 million of goodwill, of which $366.0 million was determined as part of the purchase price allocation to the Partnership’s assets acquired by the USA Compression Predecessor.

- 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

Income Tax Expense

12 Months Ended

Dec. 31, 2018

Income Tax Expense

Income tax expense

(9) Income Tax Expense

We, including the USA Compression Predecessor, are subject to the Texas Franchise 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 Franchise 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 (1) 70% of total revenues for federal income tax purposes, (2) total revenue less cost of goods sold or (3) total revenue less compensation for federal income tax purposes.

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


	Year Ended December 31,
	2018		2017		2016
Current tax expense (benefit)	$	189	$	42	$	(8)
Deferred tax expense (benefit)		(2,663)		1,801		(155)
Total income tax expense (benefit)	$	(2,474)	$	1,843	$	(163)

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 that give rise to deferred tax liabilities, included in other liabilities, are as follows (in thousands):

The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 740 Income Taxes (“ASC Topic 740”) provides guidance on measurement and recognition in accounting for income tax uncertainties and provides related guidance on derecognition, classification, disclosure, interest, and penalties. As of December 31, 2018, 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 the new rules, our general partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the Internal Revenue Service or, if we are eligible, issue a revised information statement to each unitholder and former unitholder with respect to an audited and adjusted return. The Bipartisan Budget Act of 2015 allows a partnership to elect to apply these provisions to any return of the partnership filed for partnership taxable years beginning after the date of 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.

Long-Term Debt

12 Months Ended

Dec. 31, 2018

Long-Term Debt

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,
	2018		2017
Revolving Credit Facility	$	1,049,547	$	—
Senior Notes, aggregate principal		725,000		—
Less: deferred financing costs, net of amortization		(15,489)		—
Senior Notes, net		709,511		—
Total long-term debt, net	$	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”), 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 (a) no default under the facility has occurred, is continuing or would result from the distribution, (b) immediately prior to and after giving effect to such distribution, we are in compliance with the facility’s financial covenants and (c) immediately after giving effect to such distribution, we have availability under the revolving credit facility of at least $100 million. In addition, the 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 (a) 5.75 to 1.0 through the end of the fiscal quarter ending March 31, 2019, (b) 5.5 to 1.0 through the end of the fiscal quarter ending December 31, 2019 and (c) 5.00 to 1.0 thereafter, in each case subject to a provision for increases to such thresholds by 0.5 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs.

If a default exists under the 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, 2018, we were in compliance with all of our covenants under the Credit Agreement.

As of December 31, 2018, we had outstanding borrowings under the Credit Agreement of $1.1 billion, $550.5 million of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $550.5 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, 2018, 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 interest rate in effect for all borrowings under the Credit Agreement as of December 31, 2018 was 4.97%, with a weighted-average interest rate of 4.69% for the period from the Transactions Date to December 31, 2018. There were no LCs issued as of December 31, 2018.

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

On March 23, 2018, the Partnership and its wholly owned finance subsidiary, Finance Corp, co-issued $725.0 million aggregate principal amount of the Senior Notes that mature on April 1, 2026. The Senior Notes accrue interest from March 23, 2018 at the rate of 6.875% per year. Interest on the Senior Notes is payable semi-annually in arrears on 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 at a redemption price equal to 106.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net proceeds from one or more equity offerings, provided that at least 65% of the aggregate principal amount of the Senior Notes remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes held by us and our subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering.

Prior to April 1, 2021, we may redeem all or a part of the Senior Notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date.

On or after April 1, 2021, we may redeem all or a part of the Senior Notes at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date. If we experience a change of control followed by a ratings decline, unless we have previously exercised or concurrently exercise the right to redeem the Senior Notes (as described above), we may be required to offer to repurchase the Senior Notes at a purchase price equal to 101% of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.


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

The Indenture governing the Senior Notes (the “Indenture”) contains a Fixed Charge Coverage Ratio (as defined in the Indenture) that we must comply with in order to make certain Restricted Payments (as defined in the Indenture).

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

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

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

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

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. Capitalized terms used but not defined in this paragraph are defined in the Form of Indenture filed as Exhibit 4.1 to the Registration Statement.

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


Year Ending December 31,
2019	$	—
2020		—
2021		—
2022		—
2023		1,049,547
Total Debt	$	1,049,547

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

Partners' Capital

12 Months Ended

Dec. 31, 2018

Partners' Capital.

Partners' Capital

(12) Partners’ Capital

Common Units

As of December 31, 2018, we had 89,983,790 common units outstanding. As of December 31, 2018, ETP held 39,658,263 common units, including 8,000,000 common units held by the General Partner and controlled by ETP.

USA Compression Holdings, which controlled 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 (as defined in our Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”)) 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

As of December 31, 2018, we had 6,397,965 Class B Units outstanding which represent limited partner interests in the Partnership, all of which are held by ETP. Each Class B Unit will automatically be converted into one common unit following the record date attributable to the quarter ending June 30, 2019. Each Class B Unit has all of the rights and obligations of a common unit, except the right to participate in distributions made prior to conversion of the Class B Units into common units.

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 year ended December 31, 2018.

We have declared 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):


	Distribution per		Amount Paid to		Amount Paid to
	Limited Partner		Common		Phantom		Total
Payment Date	Unit		Unitholders		Unitholders		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

Announced Quarterly Distribution

On January 17, 2019, we announced a cash distribution of $0.525 per unit on our common units. The distribution was paid on February 8, 2019 to unitholders of record as of the close of business on January 28, 2019.

Distribution Reinvestment Plan

During the year ended December 31, 2018, distributions of $0.6 million were reinvested under the Distribution Reinvestment Plan (the “DRIP”) resulting in the issuance of 39,280 common units.

Earnings Per Common 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 is allocated to participating securities based on their respective shares of the distributed and undistributed earnings for the period. To the extent cash distributions exceed net income (loss) for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages. Diluted earnings per unit are computed using the treasury stock method, which considers the potential issuance of limited partner units associated with our long-term incentive plan and warrants. The classes of participating securities include common units, Class B Units, and certain equity-based compensation awards. Unvested phantom units and unexercised warrants are not included in basic earnings per unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per unit to the extent that they are dilutive, and in the case of warrants to the extent they are considered “in the money”. For the year ended December 31, 2018, approximately 208,000 incremental unvested phantom units 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 of December 31, 2018 as they are not considered “in the money” for the period. Earnings per unit is not applicable to the USA Compression Predecessor as the USA Compression Predecessor had no outstanding common units prior to the Transactions.

Revenue Recognition

12 Months Ended

Dec. 31, 2018

Revenue Recognition

Revenue Recognition

(13) 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 prior period 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,
	2018		2017 (1)		2016 (1)
Contract operations revenue	$	563,416	$	266,130	$	255,560
Retail parts and services revenue		20,936		10,541		8,377
Total revenues	$	584,352	$	276,671	$	263,937

(1)

As noted above, prior period 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,
	2018		2017 (1)		2016 (1)
Services provided or goods transferred at a point in time	$	20,936	$	10,541	$	8,377
Services provided over time:
Primary term		288,299		128,864		158,313
Month-to-month		275,117		137,266		97,247
Total revenues	$	584,352	$	276,671	$	263,937

(1)

As noted above, prior period 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, 2018 and the USA Compression Predecessor had no contract assets as of December 31, 2017. Trade accounts receivable are recorded when our right to consideration becomes unconditional and increased by $36.2 million during the year ended December 31, 2018 as a result of the USA Compression Predecessor’s acquisition of the Partnership for financial reporting purposes. 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 the period.

Deferred revenue

We record deferred revenue when cash payments are received or due in advance of our performance. The increase in the deferred revenue balance for the year ended December 31, 2018 is primarily driven by cash payments received or due in advance of satisfying our performance obligations under a contract and the addition of $31.0 million of deferred revenue from the USA Compression Predecessor’s acquisition of the Partnership, offset by $1.0 million of revenues recognized that were included in the deferred revenue balance of the USA Compression Predecessor as of December 31, 2017. 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 period.

Practical expedients and exemptions

We have elected to apply the practical expedient in ASC 606-10-50-14 and as such do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Costs to fulfill a contract

We sometimes incur non-reimbursable costs for loading, transporting and unloading equipment to and from our storage locations and customer locations. We defer and amortize these costs using the straight-line method over the life of the contract. We had no costs to fulfill a contract as of December 31, 2018 and $0.1 million in amortization expense of costs to fulfill a contract for the year ended December 31, 2018. The USA Compression Predecessor had no costs to fulfill a contract as of December 31, 2017 and amortization expense was zero for the year ended December 31, 2017.

Unit-based Compensation

12 Months Ended

Dec. 31, 2018

Unit-based Compensation

Unit-based Compensation

(15) 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 brings the total number of common units available to be awarded under the LTIP to 10,000,000 common units) and extends the term of the LTIP until November 1, 2028. Awards that are forfeited, cancelled, 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 cancelled. 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 period from the Transactions Date to December 31, 2018, an aggregate of 1,136,447 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.

ETP had a long-term incentive plan for the USA Compression Predecessor’s employees, officers and directors. ETP 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, ETP common units were issued. These restricted unit awards also entitled the recipients of the unit awards to receive, with respect to each ETP 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 ETP common unit paid by ETP 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 ETP. These amounts have been retrospectively adjusted to reflect a 1.5 to one unit-for-unit exchange related to the merger of ETP and Sunoco Logistics Partners L.P. in April 2017 and a 0.4124 to one unit-for unit exchange related to the merger of ETP and Regency Energy Partners LP in April 2015. The unit and per-unit amounts do not reflect the conversion of ETP units to ETE 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, 2018, our total unit-based compensation liability was $3.6 million. During the years ended December 31, 2018, 2017 and 2016, we recognized $11.7 million, $4.0 million and $3.5 million of compensation expense associated with these awards, respectively, recorded in selling, general and administrative expense. During the years ended December 31, 2018, 2017 and 2016, amounts paid related to the cash settlement of vested awards under the LTIP were $4.4 million, $0.6 million and $0.9 million, respectively.

The total fair value and intrinsic value of the phantom units vested under the LTIP was $9.7 million for the period from the Transactions Date to December 31, 2018, and $1.6 million and $1.0 million during the years ended December 31, 2017 and 2016, respectively.

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


		Weighted-Average
		Grant Date Fair
	Number of Units	Value per Unit (1)
USA Compression Predecessor's phantom units outstanding at December 31, 2015	334,354	$	32.98
Granted	147,384		24.22
Vested	(42,964)		40.28
Forfeited	(9,239)		28.58
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 (2)	1,010,522		14.24
Granted (2)	1,136,447		15.47
Vested (2)	(571,892)		14.79
Forfeited (2)	(144,013)		17.85
Phantom units outstanding at December 31, 2018	1,431,064	$	14.98

(1)

Determined by dividing the aggregate grant date fair value of awards by the number of units issued.

(2)

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 $15.0 million as of December 31, 2018. We expect to recognize the unrecognized compensation cost for these awards on a weighted-average basis over a period of 2.2 years.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies

Commitments and Contingencies

(17) Commitments and Contingencies

(a)

Leases

We maintain both capital leases and operating leases, primarily related to office space, warehouse facilities and certain corporate equipment. We held $7.6 million and $7.6 million of capital leases, in property and equipment as of December 31, 2018 and 2017, respectively, representing the present value of the future minimum lease payments over the term of the lease determined at the inception of the lease and $4.9 million and $3.8 million of accumulated amortization on assets recorded under capital leases, respectively. Amortization expense on assets recorded under capital leases is included within depreciation and amortization expense on the consolidated statements of operations. We recorded $1.1 million and $1.2 million as of December 31, 2018 and 2017, respectively, as the current portion of the lease obligation, which is included in accrued liabilities, and $2.1 million and $3.2 million as of December 31, 2018 and 2017, respectively, as the long-term portion of the lease obligation, included in other non-current liabilities on the consolidated balance sheets.

Total rent expense for operating leases, including those leases with terms of less than one year, was $4.4 million, $3.6 million and $4.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Commitments for future minimum lease payments for non-cancelable leases, with lease terms in excess of one year, are as follows (in thousands):


2019	$	3,773
2020		1,563
2021		854
2022		569
2023		509
Thereafter		642
Total minimum lease payments	$	7,910
Less: Amount representing minimum operating lease payments		(3,938)
Total minimum capital lease payments		3,972
Less: Amount representing estimated taxes, maintenance and insurance costs included in total amounts above		(652)
Net minimum capital lease payments		3,320
Less: Amount representing interest		(121)
Present value of net minimum lease payments	$	3,199
Less: Current maturities of capital lease obligations		(1,085)
Long-term capital lease obligations	$	2,114

(b)

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, 2018, 2017 or 2016.

(c)

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.

(d)

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, 2018 were $107.5 million, all of which is expected to be settled within the next twelve months.

(e)

Sales Tax Contingency

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 ETP. As of December 31, 2018, we have recorded a $44.9 million accrued liability and $44.9 million related party receivable from ETP.

During the year ended December 31, 2018, we entered into a compromise and settlement agreement with the Comptroller for the audit of the Partnership for the period from January 2009 to August 2012 for a $0.2 million refund to the Partnership.

(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.

Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2018

Selected Quarterly Financial Data (Unaudited)

Selected Quarterly Financial Data (Unaudited)

Supplemental Selected Quarterly Financial Data

(Unaudited)

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,
	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 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)


	March 31,		June 30,		September 30,		December 31,
	2017		2017		2017		2017
Revenue	$	65,271	$	67,372	$	71,089	$	72,939
Gross profit (1)	$	36,729	$	37,025	$	39,422	$	38,291
Net loss	$	(10,448)	$	(9,715)	$	(12,355)	$	(232,216)

(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.

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Basis of Presentation and 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

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

Inventory

Property and Equipment

Impairments of Long-Lived Assets

Refer to Note 7 for more detailed information about impairment charges during the year ended December 31, 2018.

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.


	December 31,
Assets (Liabilities)	2018		2017
Carrying amount of Senior Notes (1)	$	709,511	$	—
Fair value of Senior Notes		696,000		—

(1)

Use of Estimates

Operating Segment

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

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Acquisitions

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)

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)

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

12 Months Ended

Dec. 31, 2018

Property And Equipment, Identifiable Intangible Assets and Goodwill

Schedule of property and equipment (in thousands)


	December 31,
	2018		2017
Compression and treating equipment	$	3,239,831	$	1,799,151
Furniture and fixtures		1,129		780
Automobiles and vehicles		32,490		41,796
Computer equipment		54,806		25,049
Buildings		9,314		13,891
Land		77		77
Leasehold improvements		5,377		2,051
Total Property and equipment, gross		3,343,024		1,882,795
Less: accumulated depreciation and amortization		(821,536)		(689,874)
Total Property and equipment, net	$	2,521,488	$	1,192,921

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, 2016	$	263,662	$	65,500	$	329,162
Accumulated amortization		(106,111)		(24,836)		(130,947)
Net Balance at December 31, 2017	$	157,551	$	40,664	$	198,215

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

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2018

Long-Term Debt

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


	December 31,
	2018		2017
Revolving Credit Facility	$	1,049,547	$	—
Senior Notes, aggregate principal		725,000		—
Less: deferred financing costs, net of amortization		(15,489)		—
Senior Notes, net		709,511		—
Total long-term debt, net	$	1,759,058	$	—

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


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)


Year Ending December 31,
2019	$	—
2020		—
2021		—
2022		—
2023		1,049,547
Total Debt	$	1,049,547

- 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)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

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))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-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

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2018

Revenue Recognition

Disaggregation of revenue by type of service

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


	Year Ended December 31,
	2018		2017 (1)		2016 (1)
Contract operations revenue	$	563,416	$	266,130	$	255,560
Retail parts and services revenue		20,936		10,541		8,377
Total revenues	$	584,352	$	276,671	$	263,937

As noted above, prior period 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,
	2018		2017 (1)		2016 (1)
Services provided or goods transferred at a point in time	$	20,936	$	10,541	$	8,377
Services provided over time:
Primary term		288,299		128,864		158,313
Month-to-month		275,117		137,266		97,247
Total revenues	$	584,352	$	276,671	$	263,937

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

Unit-based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Unit-based Compensation

Summary of information regarding phantom unit awards


		Weighted-Average
		Grant Date Fair
	Number of Units	Value per Unit (1)
USA Compression Predecessor's phantom units outstanding at December 31, 2015	334,354	$	32.98
Granted	147,384		24.22
Vested	(42,964)		40.28
Forfeited	(9,239)		28.58
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 (2)	1,010,522		14.24
Granted (2)	1,136,447		15.47
Vested (2)	(571,892)		14.79
Forfeited (2)	(144,013)		17.85
Phantom units outstanding at December 31, 2018	1,431,064	$	14.98

(1)

Determined by dividing the aggregate grant date fair value of awards by the number of units issued.

(2)

Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2018

Selected Quarterly Financial Data (Unaudited)

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


	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 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)


	March 31,		June 30,		September 30,		December 31,
	2017		2017		2017		2017
Revenue	$	65,271	$	67,372	$	71,089	$	72,939
Gross profit (1)	$	36,729	$	37,025	$	39,422	$	38,291
Net loss	$	(10,448)	$	(9,715)	$	(12,355)	$	(232,216)

(1)

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

Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) item	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Property and Equipment
Impairment of intangible assets	$ 0	$ 0	$ 0
Number of compressor units that are to be retired or sold or reutilized \| item	103
Number of horse power units that are to be retired or sold \| item	33,000
Capitalized interest	$ 300
Impairments of long-lived assets
Impairment of long-lived assets	$ 8,666
Impairment of goodwill		223,000
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 \| Minimum
Property and Equipment
Estimated useful lives	3 years
Overhauls and major improvements \| Maximum
Property and Equipment
Estimated useful lives	5 years
Compression and treating equipment
Impairments of long-lived assets
Impairment of long-lived assets	$ 8,700
Furniture and fixtures \| Minimum
Property and Equipment
Estimated useful lives	3 years
Furniture and fixtures \| Maximum
Property and Equipment
Estimated useful lives	10 years
Vehicles and computer equipment \| Minimum
Property and Equipment
Estimated useful lives	1 year
Vehicles and computer equipment \| Maximum
Property and Equipment
Estimated useful lives	10 years
Leasehold improvements
Property and Equipment
Estimated useful lives	5 years
Predecessor
Property and Equipment
Capitalized interest		0	0
Impairments of long-lived assets
Impairment of long-lived assets		0	0
Impairment of goodwill		$ 223,000	$ 0

Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Apr. 02, 2018	Mar. 31, 2018
Business Acquisition [Line Items]
Decrease to partners' capital		$ 36,111
Transition services agreement expenses		700
Assumed purchase price allocation
Goodwill	$ 619,411	619,411	$ 253,428
Pro forma information
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)
Employee severance related expenses		$ 1,000
Advisory, audit and legal fees		$ 21,700
USA Compression Partners, LP
Business Acquisition [Line Items]
Transaction-related expenses					$ 21,700
Revenue	269,200
Net income	$ 23,100
Assumed purchase price allocation
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
Purchase price adjustment
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)
USA Compression Partners, LP \| Preferred Units
Purchase price adjustment
Issuance of units				(465,121)
USA Compression Partners, LP \| Class B Units
Purchase price adjustment
Issuance of units				(86,125)
USA Compression Partners, LP \| Warrants
Purchase price adjustment
Issuance of units				(13,979)
USA Compression Partners, LP \| Common units
Purchase price adjustment
Issuance of units				$ (324,910)

Property And Equipment, Identifiable Intangible Assets and Goodwill - Property and Equipment (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Property and Equipment
Property and Equipment, gross	$ 3,343,024				$ 1,882,795				$ 3,343,024	$ 1,882,795
Less accumulated depreciation and amortization	(821,536)				(689,874)				(821,536)	(689,874)
Property and Equipment, net	2,521,488				1,192,921				2,521,488	1,192,921
Depreciation expense									186,500	146,000	$ 134,600
Operating income									65,311	(262,668)	(26,954)
Net income and operating income	(2,003)	$ (12,751)	$ (8,857)	$ (23,370)	(232,216)	$ (12,355)	$ (9,715)	$ (10,448)	(10,551)	(264,734)	(26,944)
(Loss) gain on disposition of assets										(400)	$ 100
Accounts payable and accrued liabilities
Property and Equipment
Purchases of property and equipment									7,900	14,600
Compression and treating equipment
Property and Equipment
Property and Equipment, gross	3,239,831				1,799,151				$ 3,239,831	1,799,151
Compression equipment, acquired new
Property and Equipment
Estimated useful lives									25 years
Furniture and fixtures
Property and Equipment
Property and Equipment, gross	1,129				780				$ 1,129	780
Automobiles and vehicles
Property and Equipment
Property and Equipment, gross	32,490				41,796				32,490	41,796
Computer equipment
Property and Equipment
Property and Equipment, gross	54,806				25,049				54,806	25,049
Buildings
Property and Equipment
Property and Equipment, gross	9,314				13,891				$ 9,314	13,891
Estimated useful lives									5 years
Land
Property and Equipment
Property and Equipment, gross	77				77				$ 77	77
Leasehold improvements
Property and Equipment
Property and Equipment, gross	$ 5,377				$ 2,051				$ 5,377	$ 2,051
Estimated useful lives									5 years
Minimum \| Compression equipment, acquired used
Property and Equipment
Estimated useful lives									5 years
Minimum \| Furniture and fixtures
Property and Equipment
Estimated useful lives									3 years
Minimum \| Vehicles and computer equipment
Property and Equipment
Estimated useful lives									1 year
Maximum \| Compression equipment, acquired used
Property and Equipment
Estimated useful lives									25 years
Maximum \| Furniture and fixtures
Property and Equipment
Estimated useful lives									10 years
Maximum \| Vehicles and computer equipment
Property and Equipment
Estimated useful lives									10 years
Predecessor
Property and Equipment
(Loss) gain on disposition of assets									$ (13,000)
Adjustment \| Estimated useful lives
Property and Equipment
Net income and operating income									$ 33,800
Basic and diluted earnings per common unit and Class B Unit (in dollars per unit)									$ 0.42

Property And Equipment, Identifiable Intangible Assets and Goodwill - Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Apr. 02, 2018
Identifiable intangible assets, net
Gross Balance, beginning of the period	$ 329,162	$ 329,162
Additions	221,500
Accumulated amortization	(158,112)	(130,947)
Net Balance, end of period	392,550	198,215
Amortization expense	(27,200)	(20,500)	$ (20,500)
Expected amortization, year one	29,400
Expected amortization, year two	29,400
Expected amortization, year three	29,400
Expected amortization, year four	31,600
Expected amortization, year five	29,400
Goodwill	619,411	253,428
Impairment of goodwill		223,000
USA Compression Partners, LP
Identifiable intangible assets, net
Goodwill				$ 365,983
Customer Relationships
Identifiable intangible assets, net
Gross Balance, beginning of the period	263,662	263,662
Additions	221,500
Accumulated amortization	(130,001)	(106,111)
Net Balance, end of period	355,161	157,551
Trade Names
Identifiable intangible assets, net
Gross Balance, beginning of the period	65,500	65,500
Accumulated amortization	(28,111)	(24,836)
Net Balance, end of period	$ 37,389	40,664
Predecessor
Identifiable intangible assets, net
Impairment of goodwill		$ 223,000	$ 0

Long-Term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Long-term debt
Long-term debt, current portion	$ 0
Less: deferred financing costs, net of amortization	(15,489)
Total long-term debt	1,759,058
Loan fees and incurred costs paid during period	17,683
Amount of indebtedness repaid	467,199
Assets or operations independent of subsidiaries	0
Restricted net assets of subsidiaries	$ 0
USA Compression Partners, LP
Long-term debt
Ownership interest in guarantors (as a percent)	100.00%
Predecessor
Long-term debt
Debt held		$ 0
Revolving credit facility
Long-term debt
Total long-term debt	$ 1,049,547
Senior Notes
Long-term debt
Long-term debt, aggregate principal	725,000
Total long-term debt	$ 709,511
Principal amount redeemed (as a percent)	35.00%
Deferred finances costs, gross	$ 17,300
Senior Notes \| Prior to April 1, 2021
Long-term debt
Effective interest rate (as a percent)	6.875%
Redemption price (as a percent)	106.875%
Principal amount of debt outstanding after redemption (as a percent)	65.00%
Redemption within number of days of equity offering	180 days
Senior Notes \| Prior to April 1, 2021 \| Redemption required from hypothetical change of control or ratings decline
Long-term debt
Redemption price (as a percent)	101.00%
Senior Notes \| 2021
Long-term debt
Redemption price (as a percent)	105.156%
Senior Notes \| 2022
Long-term debt
Redemption price (as a percent)	103.438%
Senior Notes \| 2023
Long-term debt
Redemption price (as a percent)	101.719%
Senior Notes \| 2024 and therafter
Long-term debt
Redemption price (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
Loan fees and incurred costs paid during period	14,300
Minimum borrowing availability after amendment	$ 100,000
Increase in maximum funded debt to EBITDA ratio in connection with certain future acquisitions	0.50
Consecutive period following the period in which any acquisition occurs for maintaining increased maximum funded debt to EBITDA ratio	6 months
Borrowing base availability	$ 550,500
Borrowing capacity, subject to covenants	$ 550,500
Borrowing base percentage representing eligible compression units	95.00%
Effective interest rate (as a percent)	4.97%
Weighted average interest rate (as a percent)	4.69%
6th Amended And Restated Credit Agreement \| Letters of credit
Long-term debt
Letters of credit	$ 0
6th Amended And Restated Credit Agreement \| Minimum
Long-term debt
Minimum EBITDA to interest coverage ratio	2.5
6th Amended And Restated Credit Agreement \| Maximum \| Through the end of the fiscal quarter ending March 31, 2019
Long-term debt
Maximum Funded debt to EBITDA ratio	5.75
6th Amended And Restated Credit Agreement \| Maximum \| Through the end of the fiscal quarter ending December 31, 2019
Long-term debt
Maximum Funded debt to EBITDA ratio	5.50
6th Amended And Restated Credit Agreement \| Maximum \| Thereafter
Long-term debt
Maximum Funded debt to EBITDA ratio	5.00

Preferred Units and Warrants (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Apr. 02, 2018 USD ($) tranche $ / shares shares	Jun. 30, 2018 $ / shares	Dec. 31, 2018 USD ($) $ / shares	Nov. 13, 2018 shares
Cash distributions on Preferred Units			$ (36,430)
Ending balance			$ 477,309
EIG
Number of tranches of warrants \| tranche	2
Series A Preferred Units
Distribution per unit (in dollars per share) \| $ / shares		$ 24.107
Preferred units, if redeemed, electable to be paid in common units (as a percent)			50.00%
Beginning balance
Issuance of Preferred Units on April 2, 2018, net			465,121
Net income allocated for April 2, 2018 through December 31, 2018			36,430
Cash distributions on Preferred Units			$ (24,242)
Conversion rate numerator value plus unpaid cash distributions on the applicable Preferred Unit \| $ / shares			$ 1,000
Conversion rate denominator for each Preferred Unit \| $ / shares			$ 20.0115
Ending balance			$ 477,309
Series A Preferred Units \| On or after April 2, 2021
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 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 convertible into common units at option of unitholders (as a percent)			100.00%
Series A Preferred Units \| Quarterly
Distribution per unit (in dollars per share) \| $ / shares			$ 24.375
Series A Preferred Units \| EIG
Proceeds from private placement sale	$ 500,000
Units issued \| shares	500,000
Face value (per unit) \| $ / shares	$ 1,000
Common units
Common units that are potentially issuable \| shares				41,202,553
Tranche 1 \| Common units \| EIG
Number of shares that can be purchased on the warrant \| shares	5,000,000
Warrant strike price \| $ / shares	$ 17.03
Tranche 2 \| Common units \| EIG
Number of shares that can be purchased on the warrant \| shares	10,000,000
Warrant strike price \| $ / shares	$ 19.59

Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
Revenue Recognition (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Revenue from External Customer [Line Items]
Contract assets	$ 0.0
Trade accounts receivable increase	36.2
Deferred revenue	31.0
Deferred Revenue, revenue recognized		$ 1.0
Capitalized contract cost, amortization	$ 0.1
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
Predecessor
Revenue from External Customer [Line Items]
Contract assets		0.0
Capitalized contract cost, costs to fulfill a contract		0.0
Capitalized contract cost, amortization		$ 0.0

Transactions with Related Parties (Details)	12 Months Ended
Transactions with Related Parties (Details)	Dec. 31, 2018 USD ($) item	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Transactions with Related Parties
Revenue from related parties	$ 17,054,000	$ 17,240,000	$ 16,873,000
Related party receivables	2,700,000
Jerry Peters
Transactions with Related Parties
Revenue from related parties	300,000
Related party receivables	$ 0
Limited partner \| ETP
Transactions with Related Parties
Ownership interest (as a percent)	48.00%
General partner \| ETP
Transactions with Related Parties
Ownership interest (as a percent)	100.00%
ETP
Transactions with Related Parties
Related party receivables	$ 44,900,000
Entities affiliated with ETP
Transactions with Related Parties
Related party receivables	$ 400,000
EIG Management Company, LLC
Transactions with Related Parties
Right to designate number of members of the Board \| item	1
Outstanding common units held by preferred units for right to designate a member of the Board (as a percent)	5.00%
Predecessor \| ETP
Transactions with Related Parties
Medical, dental and other healthcare benefits	$ 1,900,000	7,400,000	5,800,000
401(k) contribution cost	$ 900,000	3,000,000	2,700,000
401(k) match (as a percent)	3.00%
Related party, general and administrative expenses	$ 1,800,000	3,600,000	4,700,000
Predecessor \| Entities affiliated with ETP
Transactions with Related Parties
Revenue from related parties		17,200,000	$ 16,900,000
Related party receivables		45,000
Related party payables		$ 2,000,000

Unit-based Compensation (Details) $ in Thousands		1 Months Ended		2 Months Ended	12 Months Ended
Unit-based Compensation (Details) $ in Thousands	Apr. 02, 2018 $ / shares shares	Apr. 30, 2017	Apr. 30, 2015	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares
Unit-based Compensation
Compensation expense \| $					$ 6,800
Cash paid related to net settlement of unit-based awards \| $					4,447
Phantom units
Unit-based Compensation
Unit-based compensation liability \| $				$ 3,600	3,600
Executive officers, employees and independent directors \| Phantom units
Weighted-Average Grant Date Fair Value per Unit
Total fair value and intrinsic value of the phantom units vested \| $					$ 9,700	$ 1,600	$ 1,000
LTIP
Unit-based Compensation
Number of common units that may be delivered pursuant to awards under the plan				10,000,000	10,000,000
Additional common units available to be awarded				8,590,000
LTIP \| Phantom units
Unit-based Compensation
Percentage of outstanding unvested phantom units that vested upon change in control	100.00%
Percentage of awards vesting	100.00%
Vesting period					3 years
Number of Units
Granted (in units)					1,136,447
Vested (in units)					(571,892)
Forfeited (in units)	(324,922)				(144,013)
Assumed upon change in control (in units)	1,010,522
Outstanding, end of period (in units)				1,431,064	1,431,064
Weighted-Average Grant Date Fair Value per Unit
Granted (in dollars per unit) \| $ / shares					$ 15.47
Vested (in dollars per unit) \| $ / shares					14.79
Forfeited (in dollars per unit) \| $ / shares	$ 27.10				17.85
Assumed upon change in control (in dollars per unit) \| $ / shares	14.24
Outstanding, end of period (in dollars per unit) \| $ / shares				$ 14.98	$ 14.98
Unrecognized compensation cost associated with phantom unit awards \| $				$ 15,000	$ 15,000
Weighted-average period over which the unrecognized compensation cost is expected to be recognized					2 years 2 months 12 days
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 \| $					$ 4,400	600	900
LTIP \| Executive officers, employees and independent directors \| Phantom units
Unit-based Compensation
Compensation expense \| $					$ 11,700	$ 4,000	$ 3,500
Number of Units
Granted (in units)					1,136,447
LTIP \| Employees \| Phantom units
Number of Units
Vested (in units)					(563,544)
ETP \| Sunoco Logistics Partners L.P.
Unit-based Compensation
Unit-for unit exchange ratio		1.5
ETP \| Regency Energy Partners L.P.
Unit-based Compensation
Unit-for unit exchange ratio			0.4124
Predecessor \| LTIP \| Phantom units
Number of Units
Outstanding, beginning of period (in units)					324,922	429,535	334,354
Granted (in units)						2,500	147,384
Vested (in units)						(95,499)	(42,964)
Forfeited (in units)						(11,614)	(9,239)
Outstanding, end of period (in units)						324,922	429,535
Weighted-Average Grant Date Fair Value per Unit
Outstanding, beginning of period (in dollars per unit) \| $ / shares					$ 27.10	$ 29.34	$ 32.98
Granted (in dollars per unit) \| $ / shares						18.75	24.22
Vested (in dollars per unit) \| $ / shares						36.94	40.28
Forfeited (in dollars per unit) \| $ / shares						27.41	28.58
Outstanding, end of period (in dollars per unit) \| $ / shares						$ 27.10	$ 29.34
Predecessor \| ETP \| Employees
Unit-based Compensation
Vesting period						5 years

Commitments and Contingencies - Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Commitments and Contingencies
Capital lease obligations	$ 7,600	$ 7,600
Amortization	4,900	3,800
Capital lease obligations, current	1,085	1,200
Capital lease obligations, noncurrent	2,114	3,200
Rent expense for operating leases	4,400	3,600	$ 4,000
Commitments for future minimum lease payments on noncancelable leases
2019	3,773
2020	1,563
2021	854
2022	569
2023	509
Thereafter	642
Total minimum lease payments	7,910
Less: Amount representing minimum operating lease payments	(3,938)
Total minimum capital lease payments	3,972
Less: Amount representing estimated taxes, maintenance and insurance costs included in total amounts above	(652)
Net minimum capital lease payments	3,320
Less: Amount representing interest	(121)
Present value of net minimum lease payments	3,199
Less: Current maturities of capital lease obligations	(1,085)	(1,200)
Long-term capital lease obligations	$ 2,114	$ 3,200

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

Trade Accounts Receivable	12 Months Ended
Trade Accounts Receivable	Dec. 31, 2018
Trade Accounts Receivable
Trade Accounts Receivable	(4) Trade Accounts Receivable The allowance for doubtful accounts, which was $1.7 million and $0.8 million as of December 31, 2018 and 2017, respectively, is our best estimate of the amount of probable credit losses included in our existing accounts receivable. 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 and $1.0 million during the years ended December 31, 2017 and 2016, respectively, due to write-offs of receivables and collections on accounts previously reserved. Due to the decrease in the allowance for doubtful accounts during 2017 and 2016, the USA Compression Predecessor recognized a reduction of bad debt expense of $1.8 million and $0.6 million for the years ended December 31, 2017 and 2016, respectively.

Installment Receivable	12 Months Ended
Installment Receivable	Dec. 31, 2018
Installment Receivable
Installment Receivable	(6) Installment Receivable 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, which is July 31, 2021. We accounted for this option as a sales type lease resulting in a current installment receivable included in other accounts receivable of $3.7 million and a long-term installment receivable of $6.9 million as of December 31, 2018. The USA Compression Predecessor had no capital lease installment receivables as of December 31, 2017. Revenue and interest income related to the capital lease is recognized over the lease term. We recognize maintenance revenue within Contract operations revenue and interest income within Interest expense, net. Maintenance revenue was $1.0 million for the year ended December 31, 2018. Interest income was $0.7 million for the year ended December 31, 2018. The USA Compression Predecessor had no capital lease revenue or maintenance revenue related to capital lease for the years ended December 31, 2017 or 2016.

Other Current Assets and Other Current Liabilities	12 Months Ended
Other Current Assets and Other Current Liabilities	Dec. 31, 2018
Other Current Assets and Other Current Liabilities
Other Current Assets and Other Current Liabilities	(8) Other Current Assets and Other Current Liabilities As of December 31, 2018, accrued liabilities included $44.9 million of accrued sales tax contingency (Note 17), $16.4 million of accrued interest expense, $10.7 million of accrued payroll and benefits and $7.9 million of accrued capital expenditures. As of December 31, 2017, the USA Compression Predecessor recognized $27.8 million of accrued equipment and other asset purchases, $8.3 million of accrued payroll and benefits and $0.7 million of accrued property taxes within accrued liabilities and $3.8 million of miscellaneous prepaid expenses within prepaid expenses and other current assets.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2018
Employee Benefit Plans
Employee Benefit Plans	(16) 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 $18,500 for 2018. The plan provides for discretionary matching contributions by us on an annual basis. Aggregate matching contributions made to employees’ 401(k) plans were $3.2 million for the year ended December 31, 2018, including $0.9 million made by ETP 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 ETP to employees of the USA Compression Predecessor.

Recent Accounting Pronouncements	12 Months Ended
Recent Accounting Pronouncements	Dec. 31, 2018
Recent Accounting Pronouncements
Recent Accounting Pronouncements	(18) 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 amendment in 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 plan to adopt this new standard on January 1, 2020 and expect that our adoption of this standard will not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASC Topic 842 Leases (“ASC Topic 842”). ASC Topic 842 is a new leasing standard that increases transparency and comparability among organizations by, among other things, requiring lessees to recognize most lease assets and lease liabilities on the balance sheet and requiring both lessees and lessors to disclose expanded qualitative and quantitative information about leasing arrangements. ASC Topic 842 becomes effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption of this standard is permitted. In March 2018, the FASB approved amendments to ASC Topic 842 which allow the additional transition method of using the effective date as the date of initial application, as compared to the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings as of the effective date. We adopted this new standard on January 1, 2019 and plan to use the current period adjustment method. Upon adoption, we will recognize the cumulative effect of adoption as an adjustment to the opening balance of our partners’ capital. Comparative information will continue to be reported under the accounting standards in effect for those periods. Additionally, in July 2018, the FASB approved amendments to ASC Topic 842 (the “July 2018 amendment”) which provided lessors with a practical expedient to not separate non-lease components from the associated lease component 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 and certain conditions are met. The July 2018 amendment also provided clarification on whether ASC Topic 842 or ASC Topic 606 is applicable to the combined component based on determination of the predominant component. An entity that elects the lessor practical expedient also should provide certain disclosures. We have evaluated the impact of the July 2018 amendment on our contract operations services agreements and have concluded that the services non-lease component is predominant, which would result in the ongoing recognition of revenue following ASC Topic 606 guidance. We have completed the collection of our lease data for the effective date and are using information technology tools to assist in our continuing lease data collection and analysis. We are updating our accounting policies and internal controls that are impacted by the new guidance. We do not believe the standard will materially affect our consolidated balance sheets, statements of operations or cash flows. Our preliminary estimate of the impact of recording lease assets and lease liabilities on our consolidated balance sheet upon adoption does not exceed $4.0 million, with no material impact to our consolidated statements of operations. 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 are currently evaluating the impact, if any, of the amendments to ASC Topic 820 on 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 are currently evaluating the impact, if any, of the amendments to ASC Subtopic 350-40 on our consolidated financial statements.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2018
Subsequent Events
Subsequent Events	(19) Subsequent Events Phantom Units In January 2019, an aggregate of 15,150 phantom units (including the corresponding DERs) were granted under the LTIP to two of the independent directors of the General Partner. The phantom units (including the corresponding DERs) awarded are subject to restrictions on transferability, customary forfeiture provisions and will vest incrementally, with 60% of the phantom units vesting on December 5, 2021 and 40% of the phantom units vesting on December 5, 2023. The phantom units will vest in full upon a change in control of the Partnership.

Organization and Description of the Business (Details) $ in Millions		1 Months Ended
	Apr. 02, 2018 USD ($) shares	Oct. 31, 2018	Dec. 31, 2018 employee
USAC Management
Organization
Number of employees \| employee			864
Subject to collective bargaining arrangements \| USAC Management
Organization
Number of employees \| employee			0
CDM
Organization
Aggregate consideration \| $	$ 1,700.0
Cash paid \| $	1,200.0
General partner \| ETP
Organization
General partner interest (as a percent)		100.00%
Common units \| ETE
Organization
Cash paid \| $	$ 250.0
Common units \| ETP
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
Common units \| Limited partner \| CDM
Organization
Number of units issued in exchange for consideration	19,191,351
Class B Units \| Limited partner \| CDM
Organization
Number of units issued in exchange for consideration	6,397,965

Basis of Presentation and Summary of Significant Accounting Policies - Fair Value (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, aggregate principal	$ 725,000
Level 2 \| Carrying amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	709,511
Level 2 \| Fair value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	$ 696,000

Trade Accounts Receivable (Details) - USD ($) $ in Millions	12 Months Ended
Trade Accounts Receivable (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ 1.7	$ 0.8
Predecessor
Accounts, Notes, Loans and Financing Receivable [Line Items]
Increase (decrease) in allowance for doubtful accounts	$ 0.9	(4.1)	$ (1.0)
Reduction of bad debt expense		$ 1.8	$ 0.6

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Inventory
Serialized parts	$ 45,568
Non-serialized parts	43,439	$ 34,335
Total Inventory, gross	89,007	34,335
Less: obsolete and slow moving reserve		(1,114)
Total Inventory, net	$ 89,007	$ 33,221

Installment Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
Installment Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Installment Receivable
Long-term installment receivable	$ 6,924
Revenue	546,896	$ 249,346	$ 239,143
Interest income on capital lease transactions	700
Predecessor
Installment Receivable
Installment receivable, current		0
Capital lease revenue or maintenance revenue		$ 0	$ 0
Maintenance
Installment Receivable
Revenue	1,000
Sales type lease \| Superior Transaction
Installment Receivable
Installment receivable, current	3,700
Long-term installment receivable	$ 6,900

Other Current Assets and Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Other Current Assets And Other Current Liabilities [Line Items]
Accrued sales tax	$ 44.9
Accrued interest	16.4
Accrued payroll and benefits	10.7
Accrued capital expenditures	$ 7.9
Predecessor
Other Current Assets And Other Current Liabilities [Line Items]
Accrued equipment and other asset purchases		$ 27.8
Accrued payroll and benefits		8.3
Accrued property taxes		0.7
Prepaid expenses		$ 3.8

Income Tax Expense (Details) - USD ($)	12 Months Ended
Income Tax Expense (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Components of income tax expense
Current tax expense (benefit)	$ 189,000	$ 42,000	$ (8,000)
Deferred tax expense (benefit)	(2,663,000)	1,801,000	(155,000)
Total income tax expense (benefit)	(2,474,000)	1,843,000	$ (163,000)
Deferred tax liabilities
Net deferred tax (benefits) liabilities	2,540,000	$ 3,791,000
Unrecognized Tax Benefits	$ 0
Texas
Components of income tax expense
Texas margin tax (as a percent)	0.75%
Minimum tax base (as a percent)	70.00%

Long-Term Debt - Future Maturities (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Maturities of long term debt
Total Debt	$ 1,759,058
Revolving credit facility
Maturities of long term debt
2023	1,049,547
Total Debt	$ 1,049,547

Partners' Capital (Details)	Dec. 31, 2018 shares
Common units \| ETP
Partners' Capital
Partners' capital (in units)	39,658,263
Limited partner \| Class B Units
Partners' Capital
Partners' capital (in units)	6,397,965
Limited partner \| Common units
Partners' Capital
Partners' capital (in units)	89,983,790
General partner \| Common units \| ETP
Partners' Capital
Partners' capital (in units)	8,000,000

Partners' Capital - Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands						12 Months Ended
	Feb. 14, 2019	Jan. 17, 2019	Nov. 09, 2018	Aug. 10, 2018	May 11, 2018	Dec. 31, 2018
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)			$ 0.525	$ 0.525	$ 0.525	$ 1.575
Total Distribution			$ 47,700	$ 47,600	$ 47,600	$ 142,900
Non-cash distributions						$ 645
Number of common units issued under DRIP						39,280
Cash Distributions
Cash Distributions
Non-cash distributions						$ 600
Phantom Unitholders \| Cash Distributions
Cash Distributions
Total Distribution			500	400	400	$ 1,300
Limited partner \| Common and Subordinated Units \| Cash Distributions
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)	$ 0.525
Cash distribution announced per unit (in dollars per share)		$ 0.525
Limited partner \| Common units
Cash Distributions
Limited partner units issued (in shares)						89,984
Limited partner \| Common units \| Cash Distributions
Cash Distributions
Total Distribution			$ 47,200	$ 47,200	$ 47,200	$ 141,600

Partners' Capital - Equity Offering (Details)	12 Months Ended
Partners' Capital - Equity Offering (Details)	Dec. 31, 2018 shares
Phantom units
Equity Offering
Antidilutive units excluded from computation of earnings per share	208,000

Employee Benefit Plans (Details) - 401(k) Plan	12 Months Ended
Employee Benefit Plans (Details) - 401(k) Plan	Dec. 31, 2018 USD ($)
Employee Benefit Plans
Maximum annual employee contribution, as a percentage	20.00%
Maximum annual employee contribution	$ 18,500
Aggregate discretionary employer matching contributions	3,200,000
ETP
Employee Benefit Plans
Aggregate discretionary employer matching contributions	$ 900,000

Commitments and Contingencies - Purchase Commitments (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($) customer
Other commitments
Future purchase commitments	$ 107.5
Related party receivables	$ 2.7
Number of major customers \| customer	0
Sales and local taxes accrued	$ 44.9
Sales tax refund	0.2
ETP
Other commitments
Accrued liabilities	44.9
Related party receivables	$ 44.9

Subsequent Events (Details) - LTIP - Phantom units			1 Months Ended	12 Months Ended
Subsequent Events (Details) - LTIP - Phantom units	Jan. 16, 2019 shares	Apr. 02, 2018	Jan. 31, 2019 director	Dec. 31, 2018 shares
Subsequent Events
Units granted under LTIP				1,136,447
Percentage of awards vesting		100.00%
Subsequent Event
Subsequent Events
Units granted under LTIP	15,150
Number of independent directors \| director			2
Subsequent Event \| Vesting on December 5, 2021
Subsequent Events
Percentage of awards vesting	60.00%
Subsequent Event \| Vesting on December 5, 2023
Subsequent Events
Percentage of awards vesting	40.00%