SEC Comment Letter for USA Compression Partners, LP (USAC) (CIK 0001522727) (USAC) — Jun 27, 2016
USA Compression Partners, LP (USAC) (CIK 0001522727)
Date: June 27, 2016 · CIK: 0001522727 · Accession: 0000000000-16-082109
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 June 27 , 2016 Matthew C. Liuzzi Vice President, Chief Financial Officer and Treasurer USA Compression Partners, LP 100 Congress Avenue, Suite 450 Austin, TX 78701
Re: USA Compression Partners, LP Form 10 -K for the Fiscal Year Ended December 31, 2015 Filed February 11, 2016 Response dated June 16 , 2016 Form 10 -Q for the Fiscal Quarter Ended March 31, 2016 Filed May 5, 2016 File No. 001 -35779
Dear Mr. Liuzzi:
We have reviewed your June 16 , 2016 response to our comment letter and have the following comment s. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your respons e to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 18 , 2016 letter.
Form 10 -K for the Fiscal Year Ended December 31, 2015
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
General Trends and Outlook, page 45
1. We note your response to comment 2 indicating that certain of your top ten customers have credit ratings below investment grade. Please tell us what percentage of revenue was attributable to these customers for the year ended December 31, 2015. If the amount was material, please consider disclosing, in an appropriate location in your filing, the number of top 10 customers with below investment grade credit ratings and the
Matthew C. Liuzzi USA Compression Partners, LP June 27 , 2016 Page 2
percentage of revenue that you generated from them to provide your investors with greater insight into the potential risks to and variability of your earnings and cash flows. We will not object if you also want to disclose, if true, that you have not experi enced any significant increase in bad debts, seen any trends of worsening credit ratings, or provide other information that would give additional context to your disclosure about the credit ratings of your largest customers.
Form 10 -Q for the Fiscal Quarter Ended March 31, 2016
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Highlights, page 15
2. We have reviewed your response to comment 9. If the trend of declining utilization of your fleet continues, we believe it would be useful to your investors if you disclosed more information about this ongoing trend and the significant factors contributing to it . Please consider disclosing in either tabular or narrative form something akin to the table provided in your response, al ong with any discussion of underlying factors needed to understand the changes that are occurring such as your comments on the increase in idle horsepower under repair that occurred in the first quarter of 2016.
You may contact Melissa Blume, Staff Accountant at (202) 551 -7128 or me at (202) 551 - 3737 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
/s/ Jennifer Thompson
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Mail Stop 3561 June 27 , 2016 Matthew C. Liuzzi Vice President, Chief Financial Officer and Treasurer USA Compression Partners, LP 100 Congress Avenue, Suite 450 Austin, TX 78701 Re: USA Compression Partners, LP Form 10 -K for the Fiscal Year Ended December 31, 2015 Filed February 11, 2016 Response dated June 16 , 2016 Form 10 -Q for the Fiscal Quarter Ended March 31, 2016 Filed May 5, 2016 File No. 001 -35779 Dear Mr. Liuzzi: We have reviewed your June 16 , 2016 response to our comment letter and have the following comment s. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your respons e to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 18 , 2016 letter. Form 10 -K for the Fiscal Year Ended December 31, 2015 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations General Trends and Outlook, page 45 1. We note your response to comment 2 indicating that certain of your top ten customers have credit ratings below investment grade. Please tell us what percentage of revenue was attributable to these customers for the year ended December 31, 2015. If the amount was material, please consider disclosing, in an appropriate location in your filing, the number of top 10 customers with below investment grade credit ratings and the Matthew C. Liuzzi USA Compression Partners, LP June 27 , 2016 Page 2 percentage of revenue that you generated from them to provide your investors with greater insight into the potential risks to and variability of your earnings and cash flows. We will not object if you also want to disclose, if true, that you have not experi enced any significant increase in bad debts, seen any trends of worsening credit ratings, or provide other information that would give additional context to your disclosure about the credit ratings of your largest customers. Form 10 -Q for the Fiscal Quarter Ended March 31, 2016 Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating Highlights, page 15 2. We have reviewed your response to comment 9. If the trend of declining utilization of your fleet continues, we believe it would be useful to your investors if you disclosed more information about this ongoing trend and the significant factors contributing to it . Please consider disclosing in either tabular or narrative form something akin to the table provided in your response, al ong with any discussion of underlying factors needed to understand the changes that are occurring such as your comments on the increase in idle horsepower under repair that occurred in the first quarter of 2016. You may contact Melissa Blume, Staff Accountant at (202) 551 -7128 or me at (202) 551 - 3737 if you have questions regarding comments on the financial statements and related matters. Sincerely, /s/ Jennifer Thompson Jennifer Thompson Accounting Branch Chief Office of Co nsumer Products