PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements show significant revenue growth and a shift to net income in H1 2019, driven by the 2018 business combination [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to $3.76 billion as of June 30, 2019, while liabilities rose, reducing partners' capital Condensed Consolidated Balance Sheet Data (in thousands) | | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$3,759,671** | **$3,774,649** | | Total current assets | $240,586 | $217,740 | | Property and equipment, net | $2,499,694 | $2,521,488 | | Goodwill | $619,411 | $619,411 | | **Total Liabilities** | **$2,002,503** | **$1,918,484** | | Total current liabilities | $176,997 | $149,599 | | Long-term debt, net | $1,811,106 | $1,759,058 | | **Total Partners' Capital** | **$1,279,859** | **$1,378,856** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) H1 2019 revenues reached $344.4 million with net income of $16.5 million, a significant turnaround from a prior-year net loss Statement of Operations Highlights (in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | :--- | :--- | | | **2019** | **2018** | **2019** | **2018** | | **Total revenues** | **$173,675** | **$166,898** | **$344,421** | **$243,428** | | Contract operations | $162,937 | $155,261 | $326,913 | $225,068 | | **Operating income** | **$42,891** | **$28,589** | **$78,419** | **$4,804** | | **Net income (loss)** | **$9,949** | **$3,197** | **$16,536** | **($20,173)** | | Net loss attributable to common and Class B unitholders | ($2,239) | ($8,857) | ($7,839) | ($32,227) | | Basic and diluted net income (loss) per common unit | $0.01 | ($0.06) | ($0.01) | ($0.42) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations increased to $147.6 million in H1 2019, while investing and financing activities saw significant shifts post-acquisition Cash Flow Summary (in thousands) | | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2019** | **2018** | | **Net cash provided by operating activities** | **$147,586** | **$94,370** | | **Net cash used in investing activities** | **($75,949)** | **($664,970)** | | Capital expenditures, net | ($87,821) | ($149,363) | | Acquisitions of USA Compression Predecessor | — | ($1,232,546) | | Assumed cash acquired in business combination | — | $710,506 | | **Net cash provided by (used in) financing activities** | **($71,734)** | **$569,114** | | **Decrease in cash and cash equivalents** | **($97)** | **($1,486)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the 2018 CDM Acquisition, key accounting policies including ASC Topic 842 adoption, and financial commitments - On April 2, 2018, the company acquired the USA Compression Predecessor from ETO for approximately **$1.7 billion**, consisting of cash, common units, and Class B units, accounted for as a reverse merger[23](index=23&type=chunk)[27](index=27&type=chunk) - The company adopted the new lease accounting standard (ASC Topic 842) on January 1, 2019, recognizing net right-of-use (ROU) lease assets of **$3.5 million** and lease liabilities of **$3.7 million** on the balance sheet[58](index=58&type=chunk)[61](index=61&type=chunk) - As of June 30, 2019, the company had a **$44.9 million** accrued liability for a sales tax contingency related to Texas audits, fully indemnified by ETO, resulting in a corresponding **$44.9 million** related party receivable[134](index=134&type=chunk)[135](index=135&type=chunk) Long-Term Debt Composition (in thousands) | | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Revolving credit facility | $363,352 | $1,049,547 | | Senior Notes 2026 | $725,000 | $725,000 | | Senior Notes 2027 | $750,000 | — | | Less: deferred financing costs | ($27,246) | ($15,489) | | **Total long-term debt, net** | **$1,811,106** | **$1,759,058** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes significant revenue and profitability growth to the 2018 acquisition, highlighting strong operational performance and solid liquidity [Operating Highlights](index=43&type=section&id=Operating%20Highlights) Operational performance improved in Q2 2019, with average revenue-generating horsepower increasing and utilization rising to 94.6% Key Operating Metrics | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | :--- | :--- | | | **2019** | **2018** | **2019** | **2018** | | Fleet horsepower (at period end) | 3,657,362 | 3,559,987 | 3,657,362 | 3,559,987 | | Average revenue generating horsepower | 3,270,379 | 3,137,019 | 3,275,490 | 2,276,865 | | Average revenue per revenue generating HP per month | $16.60 | $15.77 | $16.53 | $15.88 | | Horsepower utilization (average for the period) | 94.6% | 91.5% | 94.4% | 89.5% | - The **43.9%** increase in average revenue-generating horsepower for the six-month period was primarily due to the addition of the Partnership's historical assets from the Transactions, combined with organic growth[162](index=162&type=chunk) [Financial Results of Operations](index=46&type=section&id=Financial%20Results%20of%20Operations) Q2 2019 revenues increased 4.1% and operating income grew 50.0%, with H1 2019 revenues surging 41.5% due to acquisition impact Q2 2019 vs Q2 2018 Financial Results (in thousands) | | Three Months Ended June 30, | Percent Change | | :--- | :--- | :--- | :--- | | | **2019** | **2018** | | | **Total revenues** | **$173,675** | **$166,898** | **4.1%** | | Gross operating margin | $117,430 | $109,365 | 7.4% | | Selling, general and administrative | $16,210 | $27,177 | (40.4)% | | **Operating income** | **$42,891** | **$28,589** | **50.0%** | | **Net income** | **$9,949** | **$3,197** | **211.2%** | H1 2019 vs H1 2018 Financial Results (in thousands) | | Six Months Ended June 30, | Percent Change | | :--- | :--- | :--- | :--- | | | **2019** | **2018** | | | **Total revenues** | **$344,421** | **$243,428** | **41.5%** | | Gross operating margin | $231,151 | $148,560 | 55.6% | | **Operating income** | **$78,419** | **$4,804** | **1,532.4%** | | **Net income (loss)** | **$16,536** | **($20,173)** | **182.0%** | [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains solid liquidity through cash from operations and its credit facility, with $438.9 million available capacity and recent debt issuance - As of June 30, 2019, the company had **$438.9 million** of available borrowing capacity under its **$1.6 billion** credit facility[203](index=203&type=chunk) - The company issued **$750.0 million** of 6.875% Senior Notes due 2027 in March 2019, using the net proceeds to reduce borrowings under the Credit Agreement[199](index=199&type=chunk)[209](index=209&type=chunk) - For 2019, the company budgeted **$140-$150 million** for expansion capital expenditures and **~$25 million** for maintenance capital expenditures[201](index=201&type=chunk)[202](index=202&type=chunk) - On July 30, 2019, all **6,397,965** Class B Units automatically converted into common units on a one-for-one basis[211](index=211&type=chunk) [Non-GAAP Financial Measures](index=57&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP measures like Adjusted EBITDA and DCF, showing strong growth in Q2 and H1 2019, with a healthy DCF Coverage Ratio Non-GAAP Financial Measures (in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | :--- | :--- | | | **2019** | **2018** | **2019** | **2018** | | Gross operating margin | $117,430 | $109,365 | $231,151 | $148,560 | | Adjusted EBITDA | $104,708 | $95,438 | $206,085 | $127,087 | | DCF | $54,062 | $51,422 | $108,914 | $73,858 | | DCF Coverage Ratio | 1.14x | 1.09x | 1.15x | 1.56x | - The decrease in the DCF Coverage Ratio for the six-month period is because the 2018 period only reflects one quarter of distributions, as the USA Compression Predecessor did not pay distributions prior to the Transactions Date[193](index=193&type=chunk)[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces indirect commodity price risk, interest rate risk on variable-rate debt, and credit risk - The company has no direct exposure to commodity price risk as it does not take title to natural gas or crude oil[238](index=238&type=chunk) - The company is exposed to interest rate risk on its variable-rate debt, with **$363.4 million** outstanding as of June 30, 2019, where a 1% change would impact annual interest expense by about **$3.6 million**[239](index=239&type=chunk) [Controls and Procedures](index=65&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2019, with no material changes to internal control over financial reporting - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2019[243](index=243&type=chunk) - No changes in internal control over financial reporting occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[244](index=244&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=68&type=section&id=ITEM%201.%20Legal%20Proceedings) Management does not expect ongoing legal proceedings to have a material adverse effect on the company's financial position or results - Management does not expect any ongoing legal proceedings to have a material adverse effect on the company's consolidated financial position, results of operations, or cash flows[247](index=247&type=chunk) [Risk Factors](index=68&type=section&id=ITEM%201A.%20Risk%20Factors) This section refers investors to the detailed risk factors outlined in the company's 2018 Annual Report on Form 10-K - The report refers to the risk factors set forth in the 2018 Annual Report (Form 10-K) for a detailed discussion of potential risks[248](index=248&type=chunk) [Exhibits](index=68&type=section&id=ITEM%206.%20Exhibits) This section lists documents filed as exhibits with the quarterly report, including CEO and CFO certifications and interactive data files - Exhibits filed with the report include CEO/CFO certifications and interactive data files[249](index=249&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File No. 001-35779 USA Compression Partners, LP (Exact name of registrant as specified in its charter) (State or Other Jurisdic ...

Form 10-K Table of Contents (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Washington, D.C. 20549 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35779 USA Compression Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 75-2771546 (Sta ...