SEC Company Response from USA Compression Partners, LP (USAC) (CIK 0001522727) (USAC) — Aug 4, 2020
USA Compression Partners, LP (USAC) (CIK 0001522727)
Date: Aug. 4, 2020 · CIK: 0001522727 · Accession: 0001193125-20-209439
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35779
Referenced dates: July 22, 2020
Letter
Re: USA Compression Partners, LP
August 4, 2020
VIA EDGAR
Division of Corporation Finance
Office of Energy & Transportation
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 18, 2020
File No. 001-35779
Ladies and Gentlemen:
Set forth below is the response of USA Compression Partners, LP (the “Partnership”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated July 22, 2020 (the “Comment Letter”), with respect to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
For the convenience of the Staff’s review, the Partnership has set forth below the comment contained in the Comment Letter, followed by the Partnership’s response. The numbered paragraph below corresponds to the numbered comment in the Comment Letter.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 6. Selected Financial Data
Non-GAAP Financial Measures, page 38
1. We note your presentation of the non-GAAP measure gross operating margin. Please present a reconciliation for this non-GAAP measure in accordance with Item 10(e)(1)(i)(B) of Regulation S-K. In doing so, reconcile this measure to the most directly comparable GAAP measure of gross margin. If you do not believe gross margin that includes depreciation and amortization is the most directly comparable GAAP measure, please tell us why in your response.
Response
The Partnership respectfully acknowledges the Staff’s comment. In response to the Staff’s comment, the Partnership has included a reconciliation of the non-GAAP measure Adjusted gross margin (previously presented as gross operating margin) to gross margin calculated in accordance with GAAP in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (the “2Q Form 10-Q”) filed on even date herewith. Please see page 32 of the 2Q Form 10-Q for the reconciliation, which the Partnership will include in its future filings.
U.S. Securities and Exchange Commission
August 4, 2020
Page
If you have any questions regarding the response to the comment of the Staff, or require additional information, please contact the undersigned at 512-369-1624 or mliuzzi@usacompression.com.
Very truly yours,
USA Compression Partners, LP
Show Raw Text
CORRESP 1 filename1.htm CORRESP August 4, 2020 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: USA Compression Partners, LP Form 10-K for the Fiscal Year Ended December 31, 2019 Filed February 18, 2020 File No. 001-35779 Ladies and Gentlemen: Set forth below is the response of USA Compression Partners, LP (the “Partnership”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated July 22, 2020 (the “Comment Letter”), with respect to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. For the convenience of the Staff’s review, the Partnership has set forth below the comment contained in the Comment Letter, followed by the Partnership’s response. The numbered paragraph below corresponds to the numbered comment in the Comment Letter. Form 10-K for the Fiscal Year Ended December 31, 2019 Item 6. Selected Financial Data Non-GAAP Financial Measures, page 38 1. We note your presentation of the non-GAAP measure gross operating margin. Please present a reconciliation for this non-GAAP measure in accordance with Item 10(e)(1)(i)(B) of Regulation S-K. In doing so, reconcile this measure to the most directly comparable GAAP measure of gross margin. If you do not believe gross margin that includes depreciation and amortization is the most directly comparable GAAP measure, please tell us why in your response. Response The Partnership respectfully acknowledges the Staff’s comment. In response to the Staff’s comment, the Partnership has included a reconciliation of the non-GAAP measure Adjusted gross margin (previously presented as gross operating margin) to gross margin calculated in accordance with GAAP in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (the “2Q Form 10-Q”) filed on even date herewith. Please see page 32 of the 2Q Form 10-Q for the reconciliation, which the Partnership will include in its future filings. U.S. Securities and Exchange Commission August 4, 2020 Page 2 If you have any questions regarding the response to the comment of the Staff, or require additional information, please contact the undersigned at 512-369-1624 or mliuzzi@usacompression.com. Very truly yours, USA Compression Partners, LP By: USA Compression GP, LLC, its general partner By: /s/ Matthew C. Liuzzi Matthew C. Liuzzi Vice President, Chief Financial Officer and Treasurer 2