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Partners' Capital

9 Months Ended

Sep. 30, 2019

Partners' Capital.

Partners' Capital

(10) Partners’ Capital

Common Units

As of September 30, 2019, we had 96,615,998 common units outstanding. As of September 30, 2019, ETO held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by ETO.

Class B Unit Conversion

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

Cash Distributions

As the USA Compression Predecessor is deemed to be the predecessor of the Partnership for financial reporting purposes, cash distributions paid by the Partnership related to periods prior to the Transactions Date are not included

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

We have declared quarterly distributions per unit to our limited partner unitholders of record, including holders of our common units 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
August 10, 2018		$	0.525		$	47.2		$	0.4		$	47.6
November 9, 2018		$	0.525		$	47.2		$	0.5		$	47.7
February 8, 2019		$	0.525		$	47.2		$	0.7		$	47.9
May 10, 2019		$	0.525		$	47.3		$	0.6		$	47.9
August 9, 2019		$	0.525		$	47.4		$	0.6		$	48.0

Announced Quarterly Distribution

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

Distribution Reinvestment Plan

During the nine months ended September 30, 2019, distributions of $0.7 million were reinvested under the Distribution Reinvestment Plan (“DRIP”) resulting in the issuance of 44,605 common units.

Earnings Per Unit

The computation of earnings per unit is based on the weighted average number of participating securities outstanding during the applicable period. Basic earnings per unit is determined by dividing net income (loss) allocated to participating securities after deducting the amount distributed on Preferred Units, by the weighted average number of participating securities outstanding during the period. Net income (loss) is allocated to participating securities based on their respective shares of the distributed and undistributed earnings for the period. To the extent cash distributions exceed net income (loss) for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages. Diluted earnings per unit are computed using the treasury stock method, which considers the potential issuance of limited partner units associated with our long-term incentive plan and Warrants. The classes of participating securities include common units, Class B Units prior to July 30, 2019, and certain equity-based compensation awards. Unvested phantom units and unexercised Warrants are not included in basic earnings per unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per unit to the extent that they are dilutive, and in the case of Warrants to the extent they are considered “in the money.” For the three and nine months ended September 30, 2019, approximately 221,000 and 169,000 incremental unvested phantom units, respectively, represent the differences between our basic and diluted weighted average common units outstanding. For the three and nine months ended September 30, 2019, our outstanding Warrants are not included in the computation as they are not considered “in the money” for each period. For the three and nine months ended September 30, 2018, approximately 156,000 and 52,000 incremental unvested phantom units, respectively, and zero and 31,000 incremental warrants, respectively, were excluded from the calculation of diluted earnings per common unit because the impact was anti-dilutive.