USA Compression Partners, LP 10-Q

ITEM 1. Financial Statements USA COMPRESSION PARTNERS, LP Unaudited Condensed Consolidated Balance Sheets (in thousands) ​ June 30, 2020 December 31, 2019 Assets ​ ​ Current assets: ​ ​ Cash and cash equivalents $ 2 $ 10 Accounts receivable: Trade, net of allowances for credit losses of $ 5,361 and $ 2,479 , respectively 71,226 80,276 Other 4,656 11,057 Related party receivables 45,312 45,461 Inventories 91,940 91,923 Prepaid expenses and other assets 3,847 2,196 Total current assets 216,983 230,923 Property and equipment, net 2,455,586 2,482,943 Lease right-of-use assets 24,101 18,317 Identifiable intangible assets, net 348,481 363,171 Goodwill — 619,411 Other assets 12,538 15,642 Total assets $ 3,057,689 $ 3,730,407 Liabilities, Preferred Units and Partners’ Capital Current liabilities: Accounts payable $ 30,187 $ 21,703 Accrued liabilities 112,527 119,383 Deferred revenue 44,722 48,289 Total current liabilities 187,436 189,375 Long-term debt, net 1,899,070 1,852,360 Operating lease liabilities 22,615 17,343 Other liabilities 13,621 13,422 Total liabilities 2,122,742 2,072,500 Commitments and contingencies Preferred Units 477,309 477,309 Partners’ capital: Common units, 96,858 and 96,632 units issued and outstanding, respectively 443,659 1,166,619 Warrants 13,979 13,979 Total partners’ capital 457,638 1,180,598 Total liabilities, Preferred Units and partners’ capital $ 3,057,689 $ 3,730,407 See accompanying notes to unaudited condensed consolidated financial statements. 1 Table of Contents USA COMPRESSION PARTNERS, LP Unaudited Condensed Consolidated Statements of Operations (in thousands, except per unit amounts) ​ Three Months Ended June 30, Six Months Ended June 30, ​ 2020 2019 2020 2019 Revenues: ​ ​ ​ ​ Contract operations $ 162,993 $ 162,937 $ 335,787 $ 326,913 Parts and service 2,736 4,400 5,784 7,084 Related party 2,922 6,338 6,079 10,424 Total revenues 168,651 173,675 347,650 344,421 Costs and expenses: Cost of operations, exclusive of depreciation and amortization 49,968 56,245 109,133 113,270 Depreciation and amortization 60,338 56,783 119,100 115,707 Selling, general and administrative 20,315 16,210 32,700 32,205 Loss (gain) on disposition of assets ( 787 ) 1,546 ( 1,801 ) 1,586 Impairment of compression equipment 3,923 — 3,923 3,234 Impairment of goodwill — — 619,411 — Total costs and expenses 133,757 130,784 882,466 266,002 Operating income (loss) 34,894 42,891 ( 534,816 ) 78,419 Other income (expense): Interest expense, net ( 31,815 ) ( 32,679 ) ( 64,293 ) ( 61,536 ) Other 24 12 47 32 Total other expense ( 31,791 ) ( 32,667 ) ( 64,246 ) ( 61,504 ) Net income (loss) before income tax expense 3,103 10,224 ( 599,062 ) 16,915 Income tax expense 419 275 715 379 Net income (loss) 2,684 9,949 ( 599,777 ) 16,536 Less: distributions on Preferred Units ( 12,188 ) ( 12,188 ) ( 24,375 ) ( 24,375 ) Net loss attributable to common and Class B unitholders’ interests $ ( 9,504 ) $ ( 2,239 ) $ ( 624,152 ) $ ( 7,839 ) Net income (loss) attributable to: Common units $ ( 9,504 ) $ 1,047 $ ( 624,152 ) $ ( 1,041 ) Class B Units $ — $ ( 3,286 ) $ — $ ( 6,798 ) Weighted average common units outstanding – basic 96,781 90,209 96,721 90,135 Weighted average common units outstanding – diluted 96,781 90,421 96,721 90,135 Weighted average Class B Units outstanding – basic and diluted — 6,398 — 6,398 Basic and diluted net income (loss) per common unit $ ( 0.10 ) $ 0.01 $ ( 6.45 ) $ ( 0.01 ) Basic and diluted net loss per Class B Unit $ — $ ( 0.51 ) $ — $ ( 1.06 ) Distributions declared per common unit for respective periods $ 0.525 $ 0.525 $ 1.05 $ 1.05 See accompanying notes to unaudited condensed consolidated financial statements. 2 Table of Contents USA COMPRESSION PARTNERS, LP Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital (in thousands, except per unit amounts) ​ For the Six Months Ended June 30, 2020 ​ Common units Warrants Total Partners’ capital ending balance, December 31, 2019 $ 1,166,619 $ 13,979 $ 1,180,598 Vesting of phantom units 1,065 — 1,065 Distributions and DERs, $ 0.525 per unit ( 50,755 ) — ( 50,755 ) Issuance of common units under the DRIP 301 — 301 Unit-based compensation for equity classified awards 55 — 55 Net loss attributable to common unitholders’ interests ( 614,648 ) — ( 614,648 ) Partners’ capital ending balance, March 31, 2020 502,637 13,979 516,616 Vesting of phantom units 659 — 659 Distributions and DERs, $ 0.525 per unit ( 50,801 ) — ( 50,801 ) Issuance of common units under the DRIP 612 — 612 Unit-based compensation for equity classified awards 56 — 56 Net loss attributable to common unitholders’ interests ( 9,504 ) — ( 9,504 ) Partners’ capital ending balance, June 30, 2020 $ 443,659 $ 13,979 $ 457,638 ​ For the Six Months Ended June 30, 2019 ​ Common units Class B Units Warrants Total Partners’ capital ending balance, December 31, 2018 $ 1,289,731 $ 75,146 $ 13,979 $ 1,378,856 Vesting of phantom units 2,357 — — 2,357 Distributions and DERs, $ 0.525 per unit ( 47,259 ) — — ( 47,259 ) Issuance of common units under the DRIP 252 — — 252 Unit-based compensation for equity classified awards 36 — — 36 Net loss attributable to common and Class B unitholders’ interests ( 2,088 ) ( 3,512 ) — ( 5,600 ) Partners’ capital ending balance, March 31, 2019 1,243,029 71,634 13,979 1,328,642 Vesting of phantom units 539 — — 539 Distributions and DERs, $ 0.525 per unit ( 47,351 ) — — ( 47,351 ) Issuance of common units under the DRIP 227 — — 227 Unit-based compensation for equity classified awards 41 — — 41 Net income (loss) attributable to common and Class B unitholders’ interests 1,047 ( 3,286 ) — ( 2,239 ) Partners’ capital ending balance, June 30, 2019 $ 1,197,532 $ 68,348 $ 13,979 $ 1,279,859 See accompanying notes to unaudited condensed consolidated financial statements. 3 Table of Contents USA COMPRESSION PARTNERS, LP Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)​ ​ Six Months Ended June 30, ​ 2020 2019 Cash flows from operating activities: ​ ​ Net income (loss) $ ( 599,777 ) $ 16,536 Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ Depreciation and amortization 119,100 115,707 Provision for expected credit losses 3,700 300 Amortization of debt issuance costs 3,946 3,655 Unit-based compensation expense 2,739 5,840 Deferred income tax expense 272 200 Loss (gain) on disposition of assets ( 1,801 ) 1,586 Impairment of compression equipment 3,923 3,234 Impairment of goodwill 619,411 — Changes in assets and liabilities: ​ ​ Accounts receivable and related party receivables, net 13,083 ( 12,567 ) Inventories ( 11,051 ) ( 14,864 ) Prepaid expenses and other current assets ( 1,653 ) ( 2,189 ) Other assets 1,624 987 Other liabilities — ( 8 ) Accounts payable ( 227 ) ( 1,264 ) Accrued liabilities and deferred revenue ( 5,857 ) 30,433 Net cash provided by operating activities 147,432 147,586 Cash flows from investing activities: ​ ​ Capital expenditures, net ( 67,398 ) ( 87,821 ) Proceeds from disposition of property and equipment 2,278 8,855 Proceeds from insurance recovery 1,324 3,017 Net cash used in investing activities ( 63,796 ) ( 75,949 ) Cash flows from financing activities: ​ ​ Proceeds from revolving credit facility 412,307 413,775 Proceeds from issuance of senior notes — 750,000 Payments on revolving credit facility ( 367,226 ) ( 1,099,970 ) Cash paid related to net settlement of unit-based awards ( 1,111 ) ( 1,692 ) Cash distributions on common units ( 102,430 ) ( 95,453 ) Cash distributions on Preferred Units ( 24,375 ) ( 24,375 ) Deferred financing costs ( 306 ) ( 13,468 ) Other ( 503 ) ( 551 ) Net cash used in financing activities ( 83,644 ) ( 71,734 ) Decrease in cash and cash equivalents ( 8 ) ( 97 ) Cash and cash equivalents, beginning of period 10 99 Cash and cash equivalents, end of period $ 2 $ 2 Supplemental cash flow information: ​ ​ Cash paid for interest, net of capitalized amounts $ 60,874 $ 44,346 Cash paid for income taxes $ — $ 171 Supplemental non-cash transactions: ​ ​ Non-cash distributions to certain common unitholders (DRIP) $ 913 $ 479 Transfers from (to) inventories to (from) property and equipment $ 10,379 $ ( 8,316 ) Changes in capital expenditures included in accounts payable and accrued liabilities $ 4,344 $ ( 434 ) Financing costs included in accounts payable and accrued liabilities $ 115 $ 49 See accompanying notes to unaudited condensed consolidated financial statements. 4 Table of Contents USA COMPRESSION PARTNERS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) Organization and Description of Business Unless otherwise indicated, the terms “our,” “we,” “us,” “the Partnership” and similar language refer to USA Compression Partners, LP, collectively with its consolidated operating subsidiaries. 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 also own and operate a fleet of equipment used to provide natural gas treating services, such as carbon dioxide and hydrogen sulfide removal, cooling, and dehydration. We primarily provide compression services in a number of shale plays throughout the U.S., 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 is wholly-owned by ETO. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership and its operating subsidiaries, all of which are wholly-owned by us. (2) Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. In the opinion of our management, such financial information reflects all normal recurring adjustments necessary for a fair presentation of these interim unaudited condensed consolidated financial statements in accordance with GAAP. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2019 filed on February 18, 2020 (our “2019 Annual Report”). Use of Estimates Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that existed at the date of the unaudited condensed consolidated financial statements. Although these estimates were based on management’s available knowledge of current and expected future events, actual results could differ from these estimates. 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 Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Allowance for Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments . On January 1, 2020, we adopted Topic 326 using the modified retrospective approach, which was effective for interim and annual reporting periods beginning on or after December 15, 2019. Topic 326 requires immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. 5 Table of Contents To adopt Topic 326, we evaluated our allowance for credit losses related to our two financial assets measured at amortized cost: (i) trade accounts receivable and (ii) net investment in lease related to our sales-type lease discussed further in Note 7. Due to the short-term nature of our trade accounts receivable, we consider the amortized cost to be the same as the carrying amount of the receivable, excluding the allowance for credit losses. There was no cumulative effect adjustment to partners’ capital upon adoption. Our determination of the allowance for credit losses requires us to make estimates and judgments regarding our customers’ ability to pay amounts due and is the same process for both of our financial assets as they have similar risk characteristics. We continuously evaluate the financial strength of our customers based on collection experience, the overall business climate in which our customers operate and specific identification of customer credit losses 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. Inventories Inventories consist of serialized and non-serialized parts used primarily on compression units. All inventories are stated at the lower of cost or net realizable value. Serialized parts inventories are determined using the specific identification cost method, while non-serialized parts inventories are determined using the weighted average cost method. Purchases of inventories are considered operating activities on the unaudited condensed consolidated statements of cash flows. Property and Equipment Property and equipment are carried at cost except for (i) certain acquired assets which are recorded at fair value on their respective acquisition dates and (ii) impaired assets which are recorded at fair value on the last impairment evaluation date for which an adjustment was required. Overhauls and major improvements that increase the value or extend the life of compression equipment are capitalized and depreciated over three to five years . Ordinary maintenance and repairs are charged to cost of operations, exclusive of depreciation and amortization. When property and equipment is retired or sold, its carrying value and the related accumulated depreciation are removed from our accounts and any associated gains or losses are recorded on our statements of operations in the period of sale or disposition. Capitalized interest is calculated by multiplying the Partnership’s monthly effective interest rate on outstanding debt by the amount of qualifying costs, which include upfront payments to acquire certain compression units. Capitalized interest was $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2020, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2019 , respectively. Impairment of Long-Lived Assets Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written-down to estimated fair value. We test long-lived assets for impairment when events or circumstances indicate that the assets’ carrying value may not be recoverable or will no longer be utilized in the operating fleet. The most common circumstance requiring compression units to be evaluated for impairment is when idle units do not meet the desired performance characteristics of our active revenue generating horsepower. 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 of the long-lived asset exceeds the sum of the undiscounted cash flows associated with the asset, 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 5 for more detailed information about impairment charges during the three and six months ended June 30, 2020 and 2019. 6 Table of Contents Identifiable Intangible Assets Identifiable intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to our future cash flows. The estimated useful lives of our intangible assets range from 15 to 25 years. 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. Refer to Note 5 for more detailed information about goodwill impairment charges during the six months ended June 30, 2020. 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. Incidental items, if any, that are immaterial in the context of the contract are recognized as expenses. Income Taxes We are organized as a partnership for U.S. federal and state income tax purposes. As a result, our partners are responsible for U.S. federal and state income taxes based upon their distributive share of our items of income, gain, loss or deduction. Texas imposes an entity-level income tax on partnerships that is based on Texas sourced taxable margin (the “Texas Margin Tax”). We have included in the unaudited condensed consolidated financial statements a provision for the Texas Margin Tax. 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 June 30, 2020, our financial instruments consisted primarily of cash and cash equivalents, trade accounts receivable, trade accounts payable and long-term debt. The book values of cash and cash equivalents, trade accounts receivable and trade accounts payable are representative of fair value due to their short-term maturities. The carrying amount of our revolving credit facility approximates fair value due to the floating interest rates associated with the debt. The fair value of our Senior Notes 2026 and Senior Notes 2027 were estimated using quoted prices in inactive markets and are considered Level 2 measurements. 7 Table of Contents The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2026 and Senior Notes 2027 (in thousands): ​ June 30, 2020 December 31, 2019 Senior Notes 2026, aggregate principal $ 725,000 $ 725,000 Fair value of Senior Notes 2026 706,875 764,875 Senior Notes 2027, aggregate principal $ 750,000 $ 750,000 Fair value of Senior Notes 2027 723,750 785,625 Operating Segment We operate in a single business segment, the compression services business. (3) Trade Accounts Receivable The allowance for credit losses, which was $ 5.4 million and $ 2.5 million as of June 30, 2020 and December 31, 2019, respectively, is our best estimate of the amount of probable credit losses included in our existing accounts receivable. The following summarizes activity within our trade accounts receivable allowance for credit losses balance (in thousands): Allowance for Credit Losses Balance as of December 31, 2019 $ 2,479 Current-period provision for expected credit losses (1) 3,700 Writeoffs charged against the allowance ( 818 ) Balance as of June 30, 2020 $ 5,361 ______________________ (1) The provision for expected credit losses recognized during the three months ended June 30, 2020 was $ 2.2 million. Low crude oil prices, driven by decreased demand for and global oversupply of crude oil as a result of the COVID-19 pandemic, is the primary factor contributing to the increase to the allowance for credit losses for the three and six months ended June 30, 2020. We cannot predict the duration of these conditions or the severity of their impact on our customers and the collectability of their accounts receivable. (4) Inventories​ Components of inventories are as follows (in thousands): ​ June 30, 2020 December 31, 2019 Serialized parts $ 45,502 $ 43,890 Non-serialized parts 46,438 48,033 Total inventories $ 91,940 $ 91,923 8 Table of Contents (5) Property and Equipment, Identifiable Intangible Assets and Goodwill Property and Equipment Property and equipment consisted of the following (in thousands): ​ June 30, 2020 December 31, 2019 Compression and treating equipment $ 3,453,456 $ 3,384,985 Computer equipment 55,000 54,940 Automobiles and vehicles 34,196 33,544 Buildings 5,334 8,639 Leasehold improvements 8,596 7,395 Furniture and fixtures 1,164 1,543 Land 77 77 Total property and equipment, gross 3,557,823 3,491,123 Less: accumulated depreciation and amortization ( 1,102,237 ) ( 1,008,180 ) Total property and equipment, net $ 2,455,586 $ 2,482,943 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 and loss (gain) on disposition of assets were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Depreciation expense $ 52,993 $ 49,438 $ 104,410 $ 101,017 Loss (gain) on disposition of assets ( 787 ) 1,546 ( 1,801 ) 1,586 As of June 30, 2020 and December 31, 2019, there was $ 15.7 million and $ 11.4 million , respectively, of property and equipment purchases in accounts payable and accrued liabilities. On a quarterly basis, we evaluate the future deployment of our idle fleet under current market conditions. For the three and six months ended June 30, 2020, we determined to retire 11 compressor units, for a total of approximately 5,100 horsepower, that were previously used to provide compression services in our business. As a result, we recorded an impairment of compression equipment of $ 3.9 million for the three and six months ended June 30, 2020. For the six months ended June 30, 2019, we determined to retire 14 compressor units, for a total of approximately 4,700 horsepower, that were previously used to provide compression services in our business. As a result, we recorded an impairment of compression equipment of $ 3.2 million for the six months ended June 30, 2019. The primary causes for these impairments 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 current quoting criteria without excessive retrofitting costs. These compression units were written down to their respective estimated salvage values, if any. No impairment was recorded for the three months ended June 30, 2019. 9 Table of Contents Identifiable Intangible Assets Identifiable intangible assets, net consisted of the following (in thousands): ​ Customer Relationships Trade Names Total Net balance as of December 31, 2019 $ 329,057 $ 34,114 $ 363,171 Amortization expense ( 13,052 ) ( 1,638 ) ( 14,690 ) Net balance as of June 30, 2020 $ 316,005 $ 32,476 $ 348,481 Accumulated amortization of intangible assets was $ 202.2 million and $ 187.5 million as of June 30, 2020 and December 31, 2019, respectively. The expected amortization of the intangible assets for each of the five succeeding years is $ 29.4 million. Goodwill During the first quarter of 2020 certain potential impairment indicators were identified, specifically (i) the decline in the market price of our common units, (ii) the decline in global commodity prices and (iii) the COVID-19 pandemic; which together indicated the fair value of the reporting unit was less than its carrying amount as of March 31, 2020. We performed a quantitative goodwill impairment test as of March 31, 2020 and determined fair value using a weighted combination of the income approach and the market approach. Determining fair value of a reporting unit requires judgment and use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, EBITDA margins, weighted average costs of capital and future market conditions, among others. We believe the estimates and assumptions used were reasonable and based on available market information, but variations in any of the assumptions could have resulted in materially different calculations of fair value and determinations of whether or not an impairment is indicated. Under the income approach, we 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 Partnership. Cash flow projections were derived from four-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 market approach, we determined fair value by applying valuation multiples of comparable publicly-traded companies to the projected EBITDA of the Partnership and then averaging that estimate with similar historical calculations using a three-year average. In addition, we estimated a reasonable control premium representing the incremental value that would accrue to us if we were to be acquired. Based on the quantitative goodwill impairment test described above, our carrying amount exceeded fair value and as a result, we recognized a goodwill impairment of $ 619.4 million for the three months ended March 31, 2020. (6) Other Current Liabilities ​ Components of other current liabilities included the following (in thousands): June 30, 2020 December 31, 2019 Accrued sales tax contingencies (1) $ 44,923 $ 48,883 Accrued interest expense 30,912 31,210 Accrued payroll and benefits 11,418 10,687 Accrued capital expenditures 15,701 11,357 ______________________ (1) Refer to Note 13 for further information on the accrued sales tax contingencies . (7) Lease Accounting Lessee Accounting We maintain both finance leases and operating leases, primarily related to office space, warehouse facilities and certain corporate equipment. Our leases have remaining lease terms of up to ten years , some of which include options that permit renewals for additional periods. 10 Table of Contents We determine if an arrangement is a lease at inception. Operating leases are included in lease right-of-use assets, accrued liabilities and operating lease liabilities in our unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment, accrued liabilities and other liabilities in our unaudited condensed consolidated balance sheets. Right-of-use (“ROU”) lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. ROU lease assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable costs such as our proportionate share of actual costs for utilities, common area maintenance, property taxes and insurance are not included in the lease liability and are recognized in the period in which they are incurred. For short-term leases (leases that have terms of twelve months or less upon commencement), lease payments are recognized on a straight line basis and no ROU assets are recorded. For certain equipment leases, such as office equipment, we account for the lease and non-lease components as a single lease component. Supplemental balance sheet information related to leases consisted of the following (in thousands): Assets (liabilities) June 30, 2020 December 31, 2019 Operating leases: Lease ROU assets $ 24,101 $ 18,317 Accrued liabilities ( 2,991 ) ( 2,451 ) Operating lease liabilities ( 22,615 ) ( 17,343 ) Finance leases: Property and equipment, gross $ 4,714 $ 7,268 Accumulated depreciation ( 3,496 ) ( 5,845 ) Property and equipment, net 1,218 1,423 Accrued liabilities ( 549 ) ( 774 ) Other liabilities ( 1,272 ) ( 1,550 ) 11 Table of Contents Components of lease expense consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, ​ Income Statement Line Item 2020 2019 2020 2019 Operating lease costs: ​ ​ ​ Operating lease cost Cost of operations, exclusive of depreciation and amortization $ 780 $ 282 $ 1,365 $ 655 Operating lease cost Selling, general and administrative 365 209 773 475 Total operating lease costs ​ 1,145 491 2,138 1,130 Finance lease costs: ​ Amortization of lease assets Depreciation and amortization 103 591 205 1,410 Short-term lease costs: ​ Short-term lease cost Cost of operations, exclusive of depreciation and amortization 53 77 162 144 Short-term lease cost Selling, general and administrative 13 8 28 9 Total short-term lease costs ​ 66 85 190 153 Variable lease costs: ​ Variable lease cost Cost of operations, exclusive of depreciation and amortization 58 129 162 146 Variable lease cost Selling, general and administrative 387 383 697 716 Total variable lease costs ​ 445 512 859 862 Total lease costs ​ $ 1,759 $ 1,679 $ 3,392 $ 3,555 The weighted average remaining lease terms and weighted average discount rates were as follows: June 30, 2020 December 31, 2019 Weighted average remaining lease term: Operating leases 8 years 8 years Finance leases 4 years 4 years Weighted average discount rate: Operating leases 5.0 % 4.9 % Finance leases 2.6 % 2.6 % Supplemental cash flow information related to leases consisted of the following (in thousands): Six Months Ended June 30, ​ 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: ​ Operating cash flows from operating leases $ ( 2,079 ) $ ( 1,198 ) Operating cash flows from finance leases ( 443 ) ( 456 ) Financing cash flows from finance leases ( 503 ) ( 551 ) ROU assets obtained in exchange for lease obligations: Operating leases $ 7,381 $ 29 Finance leases — 259 12 Table of Contents Maturities of lease liabilities as of June 30, 2020 consisted of the following (in thousands): ​ Operating Leases Finance Leases Total 2020 (remainder) $ 2,146 $ 289 $ 2,435 2021 4,079 567 4,646 2022 3,870 398 4,268 2023 3,526 369 3,895 2024 3,345 284 3,629 Thereafter 14,544 — 14,544 Total lease payments 31,510 1,907 33,417 Less: present value discount ( 5,904 ) ( 86 ) ( 5,990 ) Present value of lease liabilities $ 25,606 $ 1,821 $ 27,427 As of June 30, 2020, we have not entered into any additional leases that have not yet commenced. Lessor Accounting​ We granted a bargain purchase option to a customer with respect to certain compressor packages leased to the customer. The bargain purchase option provides the customer with an option to acquire the equipment at a value significantly less than the fair market value at the end of the lease term in 2021. We accounted for this option as a sales-type lease resulting in a current installment receivable included in other accounts receivable of $ 3.2 million and $ 4.0 million, and a long-term installment receivable included in other assets of $ 1.7 million and $ 2.9 million as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020, there is no allowance for credit losses on our net investment in the sales-type lease based on our collections experience with the customer. Revenue and interest income related to the lease is recognized over the lease term. We recognize maintenance revenue within contract operations revenue and interest income within interest expense, net. Maintenance revenue and interest income were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Maintenance revenue $ 322 $ 322 $ 645 $ 645 Interest income 105 177 229 371 Lease payments expected to be received subsequent to June 30, 2020 are as follows (in thousands): ​ Lease Payments 2020 (remainder) $ 2,836 2021 3,356 Total installment receivables 6,192 Less: present value discount ( 1,230 ) Present value of installment receivables $ 4,962 ASC Topic 842 provides lessors with a practical expedient to not separate non-lease components from the associated lease components and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC Topic 606 Revenue from Contracts with Customers (“ASC Topic 606”) and certain conditions are met. Our contract operations services agreements meet these conditions and we consider the predominant component to be the non-lease components, resulting in the ongoing recognition of revenue following ASC Topic 606 guidance. 13 Table of Contents (8) Long-term Debt Our long-term debt, of which there is no current portion, consisted of the following (in thousands): ​ June 30, 2020 December 31, 2019 Revolving credit facility $ 447,803 $ 402,722 Senior Notes 2026, aggregate principal 725,000 725,000 Senior Notes 2027, aggregate principal 750,000 750,000 Less: deferred financing costs, net of amortization ( 23,733 ) ( 25,362 ) Total senior notes, net 1,451,267 1,449,638 Total long-term debt, net $ 1,899,070 $ 1,852,360 Revolving Credit Facility As of June 30, 2020, we were in compliance with all of our covenants under the Credit Agreement. 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, which we expect to maintain for the term. As of June 30, 2020, we had outstanding borrowings under the Credit Agreement of $ 447.8 million, $ 1.2 billion of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $ 151.1 million. Our weighted average interest rate in effect for all borrowings under the Credit Agreement as of June 30, 2020 was 2.77 %, with a weighted average interest rate of 3.60 % for the six months ended June 30, 2020. There were no letters of credit issued as of June 30, 2020. We pay a commitment fee of 0.375 % on the unused portion of the Credit Agreement. The Credit Agreement permits us to make distributions of available cash to unitholders so long as (i) no default under the facility has occurred, is continuing or would result from the distribution, (ii) immediately prior to and after giving effect to such distribution, we are in compliance with the facility’s financial covenants and (iii) immediately after giving effect to such distribution, we have availability under the Credit Agreement of at least $ 100 million. The Credit Agreement 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, for the annualized trailing three months; and • a maximum funded debt to EBITDA ratio of 5.0 to 1.0, determined as of the last day of each fiscal quarter, for the annualized trailing three months, subject to a provision for increases to such threshold by 0.5 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs. 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. On August 3, 2020 (the “Amendment Effective Date”), we amended the Credit Agreement to, among other items, increase the maximum funded debt to EBITDA ratio to (i) 5.75 to 1.00 for the fiscal quarters ending September 30, 2020 and December 31, 2020, (ii) 5.50 to 1.00 for the fiscal quarters ending March 31, 2021 and June 30, 2021 and (iii) 5.25 to 1.00 for the fiscal quarters ending September 30, 2021 and December 31, 2021 (reverting back to 5.00 to 1.00 for each fiscal quarter thereafter). In addition, the amendment provides that the 0.5 increase in maximum funded debt to EBITDA ratio applicable to certain future acquisitions (for the six consecutive month period in which any such acquisition occurs) is only available beginning with the fiscal quarter ending September 30, 2021, and in any case shall not increase the maximum funded debt to EBITDA ratio above 5.50 to 1.00. The amendment also provides that, from the Amendment Effective Date until the last day of the fiscal quarter ending December 31, 2021 (the “Covenant Relief Period”), the availability requirement in order to make restricted payments from capital contributions and from available cash are each increased from $ 100 million to $ 250 million and the availability requirement in order to make prepayments of our senior notes, any subordinated indebtedness or any other indebtedness for borrowed money is increased from $ 100 million to $ 250 million. In addition, during the Covenant Relief Period, the applicable margin for Eurodollar borrowings is increased from a range of 2.00 % – 2.75 % to a range of 2.25 % – 3.00 %. The amendment further provides that the Partnership becomes guarantor of the obligations of all other guarantors under the Credit Agreement. 14 Table of Contents Senior Notes 2026​ On March 23, 2018, the Partnership and its wholly owned finance subsidiary, USA Compression Finance Corp. (“Finance Corp”), co-issued the Senior Notes 2026. The Senior Notes 2026 accrue interest at the rate of 6.875 % per year. Interest on the Senior Notes 2026 is payable semi-annually in arrears on each of April 1 and October 1. The indenture governing the Senior Notes 2026 (the “2026 Indenture”) contains certain financial ratios that we must comply with in order to make certain restricted payments as described in the 2026 Indenture. As of June 30, 2020, we were in compliance with such financial covenants under the 2026 Indenture. The Senior Notes 2026 are fully and unconditionally guaranteed (the “2026 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, the Credit Agreement or guarantees certain of our other indebtedness (collectively, the “Guarantors”). The Senior Notes 2026 and the 2026 Guarantees are general unsecured obligations and rank equally in right of payment with all of the Guarantors’ and our existing and future senior indebtedness and senior to the Guarantors’ and our future subordinated indebtedness, if any. The Senior Notes 2026 and the 2026 Guarantees are effectively subordinated in right of payment to all of the Guarantors’ and our existing and future secured debt, including debt under the Credit Agreement and guarantees thereof, to the extent of the value of the assets securing such debt, and are structurally subordinated to all indebtedness of any of our subsidiaries that do not guarantee the Senior Notes 2026. Senior Notes 2027 On March 7, 2019, the Partnership and Finance Corp co-issued the Senior Notes 2027. The Senior Notes 2027 accrue interest from March 7, 2019 at the rate of 6.875 % per year. Interest on the Senior Notes 2027 is payable semi-annually in arrears on each of March 1 and September 1. The indenture governing the Senior Notes 2027 (the “2027 Indenture”) contains certain financial ratios that we must comply with in order to make certain restricted payments as described in the 2027 Indenture. As of June 30, 2020, we were in compliance with such financial covenants under the 2027 Indenture. The Senior Notes 2027 are fully and unconditionally guaranteed (the “2027 Guarantees”), jointly and severally, on a senior unsecured basis by the Guarantors. The Senior Notes 2027 and the 2027 Guarantees are general unsecured obligations and rank equally in right of payment with all of the Guarantors’ and our existing and future senior indebtedness and senior to the Guarantors’ and our future subordinated indebtedness, if any. The Senior Notes 2027 and the 2027 Guarantees are effectively subordinated in right of payment to all of the Guarantors’ and our existing and future secured debt, including debt under the Credit Agreement and guarantees thereof, to the extent of the value of the assets securing such debt, and are structurally subordinated to all indebtedness of any of our subsidiaries that do not guarantee the Senior Notes 2027. 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. (9) Preferred Units We had 500,000 Preferred Units outstanding as of June 30, 2020 and December 31, 2019, respectively, with a face value of $ 1,000 per Preferred Unit. The Preferred Units rank senior to the common units with respect to distributions and rights upon liquidation. The holders of the Preferred Units are entitled to receive cumulative quarterly cash distributions equal to $ 24.375 per Preferred Unit. 15 Table of Contents We have declared and paid quarterly cash distributions to the holders of the Preferred Units of record as follows: Payment Date Distribution per Preferred Unit February 8, 2019 $ 24.375 May 10, 2019 24.375 August 9, 2019 24.375 November 8, 2019 24.375 2019 total distributions $ 97.500 February 7, 2020 $ 24.375 May 8, 2020 24.375 2020 total distributions $ 48.750 Announced Quarterly Distribution On July 21, 2020, we declared a cash distribution of $ 24.375 per unit on the Preferred Units. The distribution will be paid on August 10, 2020 to the holders of the Preferred Units of record as of close of business on July 31, 2020. Changes in the Preferred Units balance are as follows (in thousands): ​ Preferred Units Balance as of December 31, 2019 $ 477,309 Net income allocated to Preferred Units 24,375 Cash distributions on Preferred Units ( 24,375 ) Balance as of June 30, 2020 $ 477,309 (10) Partners’ Capital Common Units The change in common units outstanding was as follows: Units Outstanding Number of units outstanding as of December 31, 2019 96,631,976 Vesting of phantom units 129,072 Issuance of common units under the DRIP 96,592 Number of units outstanding as of June 30, 2020 96,857,640 As of June 30, 2020, 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. 16 Table of Contents Cash Distributions We have declared and paid 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): Payment Date Distribution per Limited Partner Unit Amount Paid to Common Unitholders Amount Paid to Phantom Unitholders Total Distribution February 8, 2019 $ 0.525 $ 47.2 $ 0.7 $ 47.9 May 10, 2019 0.525 47.3 0.6 47.9 August 9, 2019 0.525 47.4 0.6 48.0 November 8, 2019 0.525 50.7 0.6 51.3 2019 total distributions $ 2.10 $ 192.6 $ 2.5 $ 195.1 February 7, 2020 $ 0.525 $ 50.7 $ 0.9 $ 51.6 May 8, 2020 0.525 50.8 0.9 51.7 2020 total distributions $ 1.05 $ 101.5 $ 1.8 $ 103.3 Announced Quarterly Distribution On July 21, 2020, we announced a cash distribution of $ 0.525 per unit on our common units. The distribution will be paid on August 10, 2020 to common unitholders of record as of the close of business on July 31, 2020. DRIP During the six months ended June 30, 2020, distributions of $ 0.9 million were reinvested under the DRIP resulting in the issuance of 96,592 common units. Warrants As of June 30, 2020 and December 31, 2019, we had two tranches of warrants outstanding, which includes warrants to purchase (i) 5,000,000 common units with a strike price of $ 17.03 per common unit and (ii) 10,000,000 common units with a strike price of $ 19.59 per common unit (collectively, the “Warrants”). The Warrants may be exercised by the holders at any time before April 2, 2028. Earnings (Loss) 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 distributions on Preferred Units, by the weighted average number of participating securities outstanding during the period. Net loss attributable to unitholders is allocated to participating securities based on their respective shares of the distributed and undistributed earnings for the period. To the extent cash distributions exceed net loss attributable to unitholders for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages. Diluted earnings per unit are computed using the treasury stock method, which considers the potential issuance of limited partner units associated with our long-term incentive plan and Warrants. The classes of participating securities include common units, Class B Units prior to July 30, 2019, and certain equity-based compensation awards. Unvested phantom units and unexercised Warrants are not included in basic earnings per unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per unit to the extent they are dilutive, and in the case of Warrants to the extent they are considered “in the money.” For the three and six months ended June 30, 2020, approximately 551,000 and 520,000 incremental unvested phantom units, respectively, were excluded from the calculation of diluted earnings per common unit because the impact was anti-dilutive and our outstanding Warrants are no t included in the computation as they are not considered “in the money” for either period. For the three months ended June 30, 2019, approximately 172,000 incremental unvested phantom units and 40,000 incremental warrants represent the difference between our basic and diluted weighted average common units outstanding. For the six months ended June 30, 2019, approximately 86,000 incremental unvested phantom units and 20,000 incremental warrants were excluded from the calculation of diluted earnings per common unit because the impact was anti-dilutive. 17 Table of Contents (11) Revenue Recognition Disaggregation of Revenue The following table disaggregates our revenue by type of service (in thousands):​ ​ Three Months Ended June 30, Six Months Ended June 30, ​ 2020 2019 2020 2019 Contract operations revenue $ 166,101 $ 169,273 $ 342,003 $ 337,283 Retail parts and services revenue 2,550 4,402 5,647 7,138 Total revenues $ 168,651 $ 173,675 $ 347,650 $ 344,421 ​ The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands): ​ Three Months Ended June 30, Six Months Ended June 30, ​ 2020 2019 2020 2019 Services provided over time: Primary term $ 115,020 $ 106,066 $ 235,382 $ 203,424 Month-to-month 51,081 63,207 106,621 133,859 Total services provided over time 166,101 169,273 342,003 337,283 Services provided or goods transferred at a point in time 2,550 4,402 5,647 7,138 Total revenues $ 168,651 $ 173,675 $ 347,650 $ 344,421 Contract Assets 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 June 30, 2020 and December 31, 2019. Deferred Revenue We record deferred revenue when cash payments are received or due in advance of our performance. Components of deferred revenue were as follows (in thousands): Balance sheet location June 30, 2020 December 31, 2019 Current (1) Deferred revenue $ 44,722 $ 48,289 Noncurrent Other liabilities 7,473 7,957 Total $ 52,195 $ 56,246 ______________________ (1) We recognized $ 1.4 million and $ 43.2 million of revenue during the three and six months ended June 30, 2020, respectively, related to our deferred revenue balance as of December 31, 2019. Performance Obligations As of June 30, 2020, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue is $ 566.4 million. We expect to recognize these remaining performance obligations as follows (in thousands): 2020 (remainder) 2021 2022 2023 Thereafter Total Remaining performance obligations $ 199,600 $ 218,674 $ 93,116 $ 38,464 $ 16,558 $ 566,412 18 Table of Contents (12) Transactions with Related Parties​ We provide compression services to entities affiliated with ETO, which as of June 30, 2020 owned approximately 48 % of our limited partner interests and 100 % of the General Partner. Revenue recognized from such affiliated ETO entities on our unaudited condensed consolidated statements of operations were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Related party revenues $ 2,922 $ 6,338 $ 6,079 $ 10,424 We had $ 0.4 million and $ 0.5 million within related party receivables and $ 0 and $ 1,000 within accounts payable on our unaudited condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019, respectively, from such affiliated ETO entities. Additionally, the Partnership had a $ 44.9 million related party receivable from ETO as of June 30, 2020 and December 31, 2019 related to indemnification for sales tax contingencies incurred by the USA Compression Predecessor. See Note 13 for more information related to such sales tax contingencies. (13) Commitments and Contingencies​ (a) Major Customers​ We did not have revenue from any single customer representing 10% or more of total revenue for the three and six months ended June 30, 2020 or 2019. (b) Litigation​ From time to time, we and our subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. (c) Equipment Purchase Commitments​ Our future capital commitments are comprised of binding commitments under purchase orders for new compression units and serialized parts ordered but not received. Those commitments as of June 30, 2020 were $ 18.3 million, which we expect to settle during the remainder of 2020. (d) Sales Tax Contingencies Our compliance with state and local sales tax regulations is subject to audit by various taxing authorities. The Office of the Texas Comptroller of Public Accounts (“Comptroller”) has claimed that specific operational processes, which we and others in our industry regularly conduct, result in transactions that are subject to state sales taxes. We and other companies in our industry have disputed these claims based on existing tax statutes which provide for manufacturing exemptions on the transactions in question. The manufacturing exemptions are based on the fact that our natural gas compression equipment is used in the process of preparing natural gas for ultimate use and sale. As of June 30, 2020, we have recorded a $ 44.9 million accrued liability and $ 44.9 million related party receivable from ETO related to open audits with the Comptroller. During January 2020, we entered into a compromise and settlement agreement with the Comptroller for the audit of the USA Compression Predecessor for the period from August 2006 to December 2007 for $ 4.0 million, which was paid by the USA Compression Predecessor’s former owner in February 2020. For more information, see Note 17 to the consolidated financial statements included in our 2019 Annual Report. (14) Recent Accounting Pronouncements In March 2019, FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendment to Topic 848 provides relief from certain contract modification accounting requirements for the transition away from LIBOR and certain other reference rates. Adoption of the amendments in this update are optional, effective upon issuance and may be adopted during any interim or annual period through December 31, 2022. We are currently evaluating the impact, if any, of the amendments to Topic 848 on our consolidated financial statements. 19 Table of Contents (15) Subsequent Event On the Amendment Effective Date, we amended the Credit Agreement to, among other items, increase the maximum funded debt to EBITDA ratio to (i) 5.75 to 1.00 for the fiscal quarters ending September 30, 2020 and December 31, 2020, (ii) 5.50 to 1.00 for the fiscal quarters ending March 31, 2021 and June 30, 2021 and (iii) 5.25 to 1.00 for the fiscal quarters ending September 30, 2021 and December 31, 2021 (reverting back to 5.00 to 1.00 for each fiscal quarter thereafter). In addition, the amendment provides that the 0.5 increase in maximum funded debt to EBITDA ratio applicable to certain future acquisitions (for the six consecutive month period in which any such acquisition occurs) is only available beginning with the fiscal quarter ending September 30, 2021, and in any case shall not increase the maximum funded debt to EBITDA ratio above 5.50 to 1.00. The amendment also provides that during the Covenant Relief Period the availability requirement in order to make restricted payments from capital contributions and from available cash are each increased from $ 100 million to $ 250 million and the availability requirement in order to make prepayments of our senior notes, any subordinated indebtedness or any other indebtedness for borrowed money is increased from $ 100 million to $ 250 million. In addition, during the Covenant Relief Period, the applicable margin for Eurodollar borrowings is increased from a range of 2.00 % – 2.75 % to a range of 2.25 % – 3.00 %. The amendment further provides that the Partnership becomes guarantor of the obligations of all other guarantors under the Credit Agreement. 20 Table of Contents