USA Compression Partners, LP 10-Q

ITEM 1. Financial Statements USA COMPRESSION PARTNERS, LP Unaudited Condensed Consolidated Balance Sheets (in thousands, except unit amounts) September 30, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 6 $ 35 Accounts receivable, net of allowances for credit losses of $ 784 and $ 1,164 , respectively 96,888 83,822 Related-party receivables 449 52 Inventories 106,457 93,754 Derivative instrument 10,730 — Prepaid expenses and other assets 9,157 8,784 Total current assets 223,687 186,447 Property and equipment, net 2,198,137 2,172,924 Lease right-of-use assets 17,538 18,195 Derivative instrument, long term 3,513 — Identifiable intangible assets, net 252,997 275,032 Other assets 10,542 13,126 Total assets $ 2,706,414 $ 2,665,724 Liabilities, Preferred Units, and Partners’ Deficit Current liabilities: Accounts payable $ 37,030 $ 35,303 Accrued liabilities 77,593 76,016 Deferred revenue 63,053 62,345 Total current liabilities 177,676 173,664 Long-term debt, net 2,276,449 2,106,649 Operating lease liabilities 15,119 16,146 Other liabilities 10,482 8,255 Total liabilities 2,479,726 2,304,714 Commitments and contingencies Preferred Units 477,309 477,309 Partners’ deficit: Common units, 98,299,245 and 98,227,656 units issued and outstanding, respectively ( 259,433 ) ( 125,111 ) Warrants 8,812 8,812 Total partners’ deficit ( 250,621 ) ( 116,299 ) Total liabilities, Preferred Units, and partners’ deficit $ 2,706,414 $ 2,665,724 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: Contract operations $ 204,716 $ 171,019 $ 590,237 $ 492,656 Parts and service 7,153 4,901 15,133 10,432 Related party 5,216 3,693 15,759 11,398 Total revenues 217,085 179,613 621,129 514,486 Costs and expenses: Cost of operations, exclusive of depreciation and amortization 74,928 59,453 211,515 168,343 Depreciation and amortization 64,101 58,772 183,626 176,795 Selling, general, and administrative 20,085 14,663 54,136 43,842 Loss (gain) on disposition of assets ( 3,865 ) 1,118 ( 3,932 ) 1,970 Impairment of compression equipment 882 504 12,346 936 Total costs and expenses 156,131 134,510 457,691 391,886 Operating income 60,954 45,103 163,438 122,600 Other income (expense): Interest expense, net ( 43,257 ) ( 35,142 ) ( 125,092 ) ( 100,059 ) Gain on derivative instrument 3,437 — 17,987 — Other 23 27 104 68 Total other expense ( 39,797 ) ( 35,115 ) ( 107,001 ) ( 99,991 ) Net income before income tax expense 21,157 9,988 56,437 22,609 Income tax expense 255 376 1,010 657 Net income 20,902 9,612 55,427 21,952 Less: distributions on Preferred Units ( 12,188 ) ( 12,188 ) ( 36,563 ) ( 36,563 ) Net income (loss) attributable to common unitholders’ interests $ 8,714 $ ( 2,576 ) $ 18,864 $ ( 14,611 ) Weighted-average common units outstanding – basic 98,292 97,968 98,270 97,689 Weighted-average common units outstanding – diluted 100,263 97,968 99,915 97,689 Basic net income (loss) per common unit $ 0.09 $ ( 0.03 ) $ 0.19 $ ( 0.15 ) Diluted net income (loss) per common unit $ 0.09 $ ( 0.03 ) $ 0.19 $ ( 0.15 ) Distributions declared per common unit for respective periods $ 0.525 $ 0.525 $ 1.575 $ 1.575 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 (Deficit) (in thousands, except per unit amounts) For the Nine Months Ended September 30, 2023 Common units Warrants Total Partners’ capital (deficit) ending balance, December 31, 2022 $ ( 125,111 ) $ 8,812 $ ( 116,299 ) Distributions and DERs, $ 0.525 per unit ( 51,602 ) — ( 51,602 ) Issuance of common units under the DRIP 617 — 617 Unit-based compensation for equity-classified awards 69 — 69 Net loss attributable to common unitholders’ interests ( 1,246 ) — ( 1,246 ) Partners’ capital (deficit) ending balance, March 31, 2023 ( 177,273 ) 8,812 ( 168,461 ) Distributions and DERs, $ 0.525 per unit ( 51,617 ) — ( 51,617 ) Issuance of common units under the DRIP 423 — 423 Unit-based compensation for equity-classified awards 69 — 69 Net income attributable to common unitholders’ interests 11,396 — 11,396 Partners’ capital (deficit) ending balance, June 30, 2023 ( 217,002 ) 8,812 ( 208,190 ) Distributions and DERs, $ 0.525 per unit ( 51,628 ) — ( 51,628 ) Issuance of common units under the DRIP 414 — 414 Unit-based compensation for equity classified awards 69 — 69 Net income attributable to common unitholders’ interests 8,714 — 8,714 Partners’ capital (deficit) ending balance, September 30, 2023 $ ( 259,433 ) $ 8,812 $ ( 250,621 ) For the Nine Months Ended September 30, 2022 Common units Warrants Total Partners’ capital ending balance, December 31, 2021 $ 87,129 $ 13,979 $ 101,108 Distributions and DERs, $ 0.525 per unit ( 51,137 ) — ( 51,137 ) Issuance of common units under the DRIP 516 — 516 Unit-based compensation for equity-classified awards 64 — 64 Net loss attributable to common unitholders’ interests ( 8,933 ) — ( 8,933 ) Partners’ capital ending balance, March 31, 2022 27,639 13,979 41,618 Distributions and DERs, $ 0.525 per unit ( 51,154 ) — ( 51,154 ) Issuance of common units under the DRIP 508 — 508 Unit-based compensation for equity-classified awards 65 — 65 Exercise and conversion of warrants into common units 5,167 ( 5,167 ) — Net loss attributable to common unitholders’ interests ( 3,102 ) — ( 3,102 ) Partners’ capital (deficit) ending balance, June 30, 2022 ( 20,877 ) 8,812 ( 12,065 ) Vesting of phantom units 408 — 408 Distributions and DERs, $ 0.525 per unit ( 51,450 ) — ( 51,450 ) Issuance of common units under the DRIP 553 — 553 Unit-based compensation for equity classified awards 64 — 64 Net loss attributable to common unitholders’ interests ( 2,576 ) — ( 2,576 ) Partners’ capital (deficit) ending balance, September 30, 2022 $ ( 73,878 ) $ 8,812 $ ( 65,066 ) 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) Nine Months Ended September 30, 2023 2022 Cash flows from operating activities: Net income $ 55,427 $ 21,952 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 183,626 176,795 Provision for expected credit losses — ( 700 ) Amortization of debt issuance costs 5,460 5,451 Unit-based compensation expense 17,652 9,716 Deferred income tax benefit ( 46 ) ( 216 ) Loss (gain) on disposition of assets ( 3,932 ) 1,970 Change in fair value of derivative instrument ( 14,243 ) — Impairment of compression equipment 12,346 936 Changes in assets and liabilities: Accounts receivable and related-party receivables, net ( 13,462 ) 34,271 Inventories ( 51,875 ) ( 20,708 ) Prepaid expenses and other current assets ( 374 ) ( 2,746 ) Other assets 3,165 2,515 Accounts payable ( 368 ) 5,383 Accrued liabilities and deferred revenue ( 13,095 ) ( 56,128 ) Net cash provided by operating activities 180,281 178,491 Cash flows from investing activities: Capital expenditures, net ( 159,048 ) ( 88,061 ) Proceeds from disposition of property and equipment 5,122 1,049 Proceeds from insurance recovery 535 597 Net cash used in investing activities ( 153,391 ) ( 86,415 ) Cash flows from financing activities: Proceeds from revolving credit facility 798,424 623,443 Payments on revolving credit facility ( 631,305 ) ( 521,396 ) Cash paid related to net settlement of unit-based awards — ( 1,055 ) Cash distributions on common units ( 156,740 ) ( 155,554 ) Cash distributions on Preferred Units ( 36,563 ) ( 36,563 ) Deferred financing costs ( 379 ) ( 549 ) Other ( 356 ) ( 396 ) Net cash used in financing activities ( 26,919 ) ( 92,070 ) Increase (decrease) in cash and cash equivalents ( 29 ) 6 Cash and cash equivalents, beginning of period 35 — Cash and cash equivalents, end of period $ 6 $ 6 Supplemental cash flow information: Cash paid for interest, net of capitalized amounts $ 145,697 $ 118,557 Cash paid for income taxes $ 1,146 $ 887 Supplemental non-cash transactions: Non-cash distributions to certain common unitholders (DRIP) $ 1,454 $ 1,577 Transfers from inventories to property and equipment, net $ 39,027 $ 14,392 Changes in capital expenditures included in accounts payable and accrued liabilities $ 2,681 $ 12,022 Changes in financing costs included in accounts payable and accrued liabilities $ 6 $ ( 265 ) Exercise and conversion of warrants into common units $ — $ 5,167 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 subsidiaries. We are a Delaware limited partnership. Through our operating subsidiaries, we provide natural gas compression services to customers under fixed-term contracts in the natural gas and crude oil industries, using 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 provide compression services in 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 Energy Transfer. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us. (2) Basis of Presentation and Significant Accounting Policies Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to SEC rules and regulations. In the opinion of our management, financial information presented herein reflects all normal recurring adjustments necessary for the fair presentation of these interim unaudited condensed consolidated financial statements in accordance with GAAP. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with SEC rules and regulations. Therefore, these interim 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, 2022, filed on February 14, 2023 (our “2022 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 as of 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 their invoiced amounts. Allowance for Credit Losses We evaluate allowance for credit losses with reference to our trade accounts receivable balances, which are measured at amortized cost. Due to the short-term nature of our trade accounts receivable, we consider the amortized cost of trade accounts receivable to equal the receivable’s carrying amounts, excluding the allowance for credit losses. 5 Table of Contents Our determination of the allowance for credit losses requires us to make estimates and judgments regarding our customers’ ability to pay amounts due. We continuously evaluate the financial strength of our customers and the overall business climate in which our customers operate, and make adjustments to the allowance for credit losses as necessary. We evaluate the financial strength of our customers by reviewing the aging of their receivables owed to us, our collection experiences with the customer, correspondence, financial information, and third-party credit ratings. We evaluate the business climate in which our customers operate by reviewing various publicly available materials regarding our customers’ industry, including the solvency of various companies in the industry. Inventories Inventories consist of serialized and non-serialized parts primarily used 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 within 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 as of 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, the associated carrying value and the related accumulated depreciation are removed from our accounts and any related gains or losses are recorded within the unaudited condensed consolidated statements of operations within the period of sale or disposition. Capitalized interest is calculated by multiplying our monthly effective interest rate on outstanding variable-rate indebtedness by the amount of qualifying costs, which include upfront payments to acquire certain compression units. Capitalized interest was $ 0.2 million and $ 0.8 million for the three and nine months ended September 30, 2023, respectively, and $ 0.3 million and $ 0.6 million for the three and nine months ended September 30, 2022, respectively. Impairment of Long-Lived Assets The carrying value of long-lived assets that are not expected to be recovered from future cash flows are written down to estimated fair value. We test long-lived assets for impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recoverable or will no longer be utilized within the operating fleet. The most common circumstance requiring compression units to be evaluated for impairment involves idle units that do not meet the desired performance characteristics of our revenue-generating horsepower. The carrying value of a long-lived asset is not recoverable if the asset’s carrying value exceeds the sum of the undiscounted cash flows expected to be generated 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 that 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 continue using. Refer to Note 5 for more detailed information about impairment charges during the three and nine months ended September 30, 2023, and 2022. 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. Revenue Recognition Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the provision of services or the transfer of goods. Revenue is measured at the amount of consideration we expect to receive 6 Table of Contents 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 USA Compression Partners, LP is 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 on their distributive share of our items of income, gain, loss, or deduction. Texas also imposes an entity-level income tax on partnerships that is based on Texas-sourced taxable margin (the “Texas Margin Tax”). Texas Margin Tax impacts are included within our unaudited condensed consolidated financial statements. Our wholly owned finance subsidiary, USA Compression Finance Corp. (“Finance Corp”), is a corporation for U.S. federal and state income tax purposes and any resulting tax impacts attributable to Finance Corp are included within our unaudited condensed consolidated financial statements. 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 applicable to 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 September 30, 2023, and December 31, 2022, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, long-term debt, and, as of September 30, 2023, a derivative instrument. 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. Our revolving credit facility applies floating interest rates to amounts drawn under the facility; therefore, the carrying amount of our revolving credit facility approximates its fair value. 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. The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2026 and Senior Notes 2027 (in thousands): September 30, 2023 December 31, 2022 Senior Notes 2026, aggregate principal $ 725,000 $ 725,000 Fair value of Senior Notes 2026 708,688 706,875 Senior Notes 2027, aggregate principal 750,000 750,000 Fair value of Senior Notes 2027 720,938 725,625 The fair value of our derivative instrument, which is an interest-rate swap, was estimated based on inputs from actively quoted public markets, including interest-rate forward curves, and is considered a Level 2 measurement. The following table summarizes the gross fair value of our interest-rate swap (in thousands): September 30, 2023 December 31, 2022 Interest-rate swap $ 14,243 $ — See Note 7 below for additional information on the interest-rate swap. 7 Table of Contents Operating Segment We operate in a single business segment, the compression services business. (3) Trade Accounts Receivable The allowance for credit losses, which was $ 0.8 million and $ 1.2 million at September 30, 2023 and December 31, 2022, respectively, represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance. 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, 2022 $ 1,164 Write-offs charged against the allowance ( 462 ) Recoveries collected 82 Balance as of September 30, 2023 $ 784 For the nine months ended September 30, 2022, we recognized a reversal of $ 0.7 million to our provision for expected credit losses. Favorable market conditions for customers, attributable to sustained increases in commodity prices, was the primary factor supporting the recorded decrease to the allowance for credit losses for the nine months ended September 30, 2022. No change to our provision for expected credit losses was recognized for the three months ended September 30, 2022. (4) Inventories Components of inventories are as follows (in thousands): September 30, 2023 December 31, 2022 Serialized parts $ 52,515 $ 46,923 Non-serialized parts 53,942 46,831 Total inventories $ 106,457 $ 93,754 (5) Property and Equipment and Identifiable Intangible Assets Property and Equipment Property and equipment consisted of the following (in thousands): September 30, 2023 December 31, 2022 Compression and treating equipment $ 3,813,438 $ 3,658,000 Computer equipment 32,811 34,941 Automobiles and vehicles 43,031 34,947 Leasehold improvements 9,343 8,997 Buildings 3,464 3,464 Furniture and fixtures 843 795 Land 77 77 Total property and equipment, gross 3,903,007 3,741,221 Less: accumulated depreciation and amortization ( 1,704,870 ) ( 1,568,297 ) Total property and equipment, net $ 2,198,137 $ 2,172,924 8 Table of Contents Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Compression and treating equipment, acquired new 25 years Compression and treating 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Depreciation expense $ 56,756 $ 51,427 $ 161,591 $ 154,761 Loss (gain) on disposition of assets ( 3,865 ) 1,118 ( 3,932 ) 1,970 On a quarterly basis, we evaluate the future deployment of our idle fleet assets under current market conditions. For the three and nine months ended September 30, 2023, we retired three and 42 compression units, respectively, representing approximately 2,100 and 37,700 of aggregate horsepower, respectively, that previously were used to provide compression services in our business. As a result, we recorded impairments of compression equipment of $ 0.9 million and $ 12.3 million for the three and nine months ended September 30, 2023, respectively. For the three and nine months ended September 30, 2022, we retired two and 12 compression units, respectively, representing approximately 1,100 and 2,500 of aggregate horsepower, respectively, that previously were used to provide compression services in our business. As a result, we recorded impairments of compression equipment of $ 0.5 million and $ 0.9 million for the three and nine months ended September 30, 2022, respectively. The primary circumstances supporting these impairments were: (i) unmarketability of certain compression units into the foreseeable future, (ii) excessive maintenance costs associated with certain fleet assets, and (iii) prohibitive retrofitting costs that likely would prevent certain compression units from securing customer acceptance. These compression units were written down to their estimated salvage values, if any. Identifiable Intangible Assets Identifiable intangible assets, net consisted of the following (in thousands): Customer Relationships Trade Names Total Net balance as of December 31, 2022 $ 250,744 $ 24,288 $ 275,032 Amortization expense ( 19,579 ) ( 2,456 ) ( 22,035 ) Net balance as of September 30, 2023 $ 231,165 $ 21,832 $ 252,997 Accumulated amortization of intangible assets was $ 297.7 million and $ 275.6 million as of September 30, 2023, and December 31, 2022, respectively. (6) Other Current Liabilities Components of other current liabilities included the following (in thousands): September 30, 2023 December 31, 2022 Accrued interest expense $ 6,799 $ 32,763 Accrued payroll and benefits 13,385 6,474 Accrued unit-based compensation liability 31,842 17,743 Accrued capital expenditures 12,709 10,028 9 Table of Contents (7) Derivative Instrument In April 2023, we entered into an interest-rate swap to manage interest-rate risk associated with the floating-rate Credit Agreement. The interest-rate swap’s notional principal amount is $ 700 million and has a termination date in April 2025. Under the interest-rate swap, we pay a fixed interest rate of 3.785 % and receive floating interest-rate payments that are indexed to the one-month SOFR. We do not apply hedge accounting to our currently outstanding derivative. Our derivative is carried on the unaudited condensed consolidated balance sheets at fair value and is classified as current or long-term depending on the expected timing of settlement, and gains and losses associated with the derivative instrument are recognized currently in gain on derivative instrument within the unaudited condensed consolidated statements of operations. Cash flows related to cash settlements for the periods presented are classified as operating activities within the unaudited condensed consolidated statements of cash flows. The following table summarizes the location and fair value of our derivative instrument on our unaudited condensed consolidated balance sheets (in thousands): Balance Sheet Classification September 30, 2023 December 31, 2022 Derivative instrument $ 10,730 $ — Derivative instrument, long term 3,513 — The following table summarizes the location and amounts recognized related to our derivative instrument within our unaudited condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Income Statement Classification 2023 2022 2023 2022 Gain on derivative instrument $ 3,437 $ — $ 17,987 $ — (8) Long-term Debt Our long-term debt, of which there is no current portion, consisted of the following (in thousands): September 30, 2023 December 31, 2022 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 ( 11,626 ) ( 14,307 ) Total senior notes, net 1,463,374 1,460,693 Revolving credit facility 813,075 645,956 Total long-term debt, net $ 2,276,449 $ 2,106,649 Revolving Credit Facility The Credit Agreement matures on December 8, 2026, except that if any portion of the Senior Notes 2026 are outstanding on December 31, 2025, the Credit Agreement will mature on December 31, 2025. The Credit Agreement has an aggregate commitment of $ 1.6 billion (subject to availability under our borrowing base). The Partnership’s obligations under the Credit Agreement are guaranteed by the guarantors party to the Credit Agreement, which currently consists of all of the Partnership’s subsidiaries. In addition, under the Credit Agreement the Partnership’s Secured Obligations (as defined therein) are secured by: (i) substantially all of the Partnership’s assets and substantially all of the assets of the guarantors party to the Credit Agreement, excluding real property and other customary exclusions; and (ii) all of the equity interests of the Partnership’s U.S. restricted subsidiaries (subject to customary exceptions). As of September 30, 2023, we had outstanding borrowings under the Credit Agreement of $ 813.1 million, $ 786.9 million of availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $ 434.3 million. Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the nine months ended September 30, 2023, was 7.57 %, and our weighted-average interest rate under the Credit Agreement as of September 30, 10 Table of Contents 2023, was 7.99 %. There were no letters of credit issued under the Credit Agreement as of September 30, 2023. We pay an annualized commitment fee of 0.375 % on the unused portion of the aggregate commitment. 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 prior to and after giving effect to such distribution, (a) on or before September 30, 2023, we have availability under the Credit Agreement of at least $ 250 million and (b) after September 30, 2023, 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 (as defined in the Credit Agreement) interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter, with EBITDA and interest expense annualized for the most-recent fiscal quarter; • a ratio of total secured indebtedness to EBITDA not greater than 3.0 to 1.0 or less than 0.0 to 1.0, determined as of the last day of each fiscal quarter, with EBITDA annualized for the most-recent fiscal quarter; and • a maximum funded debt-to-EBITDA ratio, defined in the Credit Agreement as the Total Leverage Ratio, determined as of the last day of each fiscal quarter with EBITDA annualized for the most-recent fiscal quarter, of (i) 5.50 to 1.00 through the third quarter of 2023 and (ii) 5.25 to 1.00 thereafter. In addition, the Partnership may increase the applicable ratio by 0.25 for any fiscal quarter during which a Specified Acquisition (as defined in the Credit Agreement) occurs and for the following two fiscal quarters, but in no event shall the maximum ratio exceed 5.50 to 1.00 for any fiscal quarter as a result of such increase. As of September 30, 2023, we were in compliance with all of our covenants under the Credit Agreement. The Credit Agreement is a “revolving credit facility” that includes a lockbox 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. Senior Notes 2026 On March 23, 2018, the Partnership and Finance Corp co-issued the Senior Notes 2026. The Senior Notes 2026 mature on April 1, 2026, and 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 covenants that we must comply with in order to make certain restricted payments as described in the 2026 Indenture. As of September 30, 2023, 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’, Finance Corp’s, and our existing and future senior indebtedness and senior to the Guarantors’, Finance Corp’s, and our future subordinated indebtedness, if any. The Senior Notes 2026 and the 2026 Guarantees effectively are subordinated in right of payment to all of the Guarantors’, Finance Corp’s, 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 subordinate 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 mature on September 1, 2027, and accrue interest 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 covenants that we must comply with in order to make certain restricted payments as described in the 2027 Indenture. As of September 30, 2023, 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 11 Table of Contents equally in right of payment with all of the Guarantors’, Finance Corp’s, and our existing and future senior indebtedness and senior to the Guarantors’, Finance Corp’s, and our future subordinated indebtedness, if any. The Senior Notes 2027 and the 2027 Guarantees effectively are subordinated in right of payment to all of the Guarantors’, Finance Corp’s, 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 subordinate 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 on 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 of 1933, as amended. (9) Preferred Units We had 500,000 Preferred Units outstanding as of September 30, 2023 and December 31, 2022, respectively, with a face value of $ 1,000 per Preferred Unit. The Preferred Units rank senior to our common units with respect to distributions and liquidation rights. The holders of the Preferred Units are entitled to receive cumulative quarterly cash distributions equal to $ 24.375 per Preferred Unit. We have declared and paid per-unit quarterly cash distributions to the holders of the Preferred Units of record as follows: Payment Date Distribution per Preferred Unit February 4, 2022 $ 24.375 May 6, 2022 24.375 August 5, 2022 24.375 November 4, 2022 24.375 Total 2022 distributions $ 97.50 February 3, 2023 $ 24.375 May 5, 2023 24.375 August 4, 2023 24.375 Total 2023 distributions $ 73.125 Announced Quarterly Distribution On October 12, 2023, we declared a cash distribution of $ 24.375 per unit on our Preferred Units. The distribution will be paid on November 3, 2023, to the holders of the Preferred Units of record as of the close of business on October 23, 2023. Changes in the Preferred Units’ balance are as follows (in thousands): Preferred Units Balance as of December 31, 2022 $ 477,309 Net income allocated to Preferred Units 36,563 Cash distributions on Preferred Units ( 36,563 ) Balance as of September 30, 2023 $ 477,309 Redemption and Conversion Features As of April 2, 2023, 100 % of the Preferred Units are convertible, at the option of the holder, into common units in accordance with the terms of our Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). The conversion rate for the Preferred Units is the quotient of (i) the sum of (a) $ 1,000 , plus (b) any unpaid cash distributions on the applicable Preferred Unit, divided by (ii) $ 20.0115 for each Preferred Unit. As of April 2, 2023, we have the option to redeem all or any portion of the Preferred Units then outstanding, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement. On or after 12 Table of Contents April 2, 2028, each holder of the Preferred Units will have the right to require us to redeem all or a portion of their Preferred Units, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement, which we may elect to pay up to 50 % in common units, subject to certain additional limits. (10) Partners’ Deficit Common Units The change in common units outstanding was as follows: Common Units Outstanding Number of common units outstanding, December 31, 2022 98,227,656 Issuance of common units under the DRIP 71,589 Number of common units outstanding, September 30, 2023 98,299,245 As of September 30, 2023, Energy Transfer held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by Energy Transfer. Cash Distributions We have declared and paid per-unit quarterly distributions to our limited partner unitholders of record, including holders of our common 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 4, 2022 $ 0.525 $ 51.1 $ 1.2 $ 52.3 May 6, 2022 0.525 51.1 1.2 52.3 August 5, 2022 0.525 51.4 1.1 52.5 November 4, 2022 0.525 51.5 1.0 52.5 Total 2022 distributions $ 2.10 $ 205.1 $ 4.5 $ 209.6 February 3, 2023 $ 0.525 $ 51.6 $ 1.1 $ 52.7 May 5, 2023 0.525 51.6 1.1 52.7 August 4, 2023 0.525 51.6 1.2 52.8 Total 2023 distributions $ 1.575 $ 154.8 $ 3.4 $ 158.2 Announced Quarterly Distribution On October 12, 2023, we announced a cash distribution of $ 0.525 per unit on our common units. The distribution will be paid on November 3, 2023, to common unitholders of record as of the close of business on October 23, 2023. DRIP During the nine months ended September 30, 2023, distributions of $ 1.5 million were reinvested under the DRIP resulting in the issuance of 71,589 common units. Warrants As of September 30, 2023, and December 31, 2022, we had warrants outstanding to purchase 10,000,000 common units with a strike price of $ 19.59 per common unit that may be exercised by the holders at any time prior to April 2, 2028. On April 27, 2022, a tranche of warrants with the right to purchase 5,000,000 common units with a strike price of $ 17.03 per common unit was exercised in full by the holders. The exercise of the warrants was net settled by the Partnership for 534,308 common units. 13 Table of Contents Income (Loss) Per Unit The computation of income (loss) per unit is based on the weighted-average number of participating securities, which includes our common units and certain equity-based awards outstanding during the applicable period. Basic income (loss) 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. Income (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 income (loss) attributable to unitholders for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages. Diluted income (loss) per unit is computed using the treasury stock method, which considers the potential issuance of limited partner units associated with our long-term incentive plan and warrants. Unvested phantom units and unexercised warrants are not included in basic income (loss) per unit, as they are not considered to be participating securities, but are included in the calculation of diluted income (loss) 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 months ended September 30, 2023, approximately 1,316,000 and 655,000 incremental unvested phantom units and “in the money” outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding. For the nine months ended September 30, 2023, approximately 1,185,000 and 460,000 incremental unvested phantom units and “in the money” outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding. For the three and nine months ended September 30, 2022, approximately 959,000 and 938,000 incremental unvested phantom units, respectively, were excluded from the calculation of diluted income (loss) per unit because the impact was anti-dilutive. For the nine months ended September 30, 2022, approximately 57,000 incremental “in the money” then-outstanding warrants were excluded from the calculation of diluted income (loss) per unit because the impact was anti-dilutive. Our outstanding warrants not “in the money” were excluded from the calculation for the three and nine months ended September 30, 2022. (11) Revenue Recognition Disaggregation of Revenue The following table disaggregates our revenue by type of service (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contract operations revenue $ 209,841 $ 174,704 $ 605,386 $ 504,043 Retail parts and services revenue 7,244 4,909 15,743 10,443 Total revenues $ 217,085 $ 179,613 $ 621,129 $ 514,486 The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Services provided over time: Primary term $ 161,293 $ 129,598 $ 466,763 $ 356,143 Month-to-month 48,548 45,106 138,623 147,900 Total services provided over time 209,841 174,704 605,386 504,043 Services provided or goods transferred at a point in time 7,244 4,909 15,743 10,443 Total revenues $ 217,085 $ 179,613 $ 621,129 $ 514,486 14 Table of Contents 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 September 30, 2023 December 31, 2022 Current (1) Deferred revenue $ 63,053 $ 62,345 Noncurrent Other liabilities 5,457 2,789 Total $ 68,510 $ 65,134 ________________________________ (1) We recognized $ 1.2 million and $ 58.1 million of revenue during the three and nine months ended September 30, 2023, respectively, related to our deferred revenue balance as of December 31, 2022. Performance Obligations As of September 30, 2023, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $ 964.7 million. We expect to recognize these remaining performance obligations as follows (in thousands): 2023 (remainder) 2024 2025 2026 Thereafter Total Remaining performance obligations $ 162,472 $ 444,320 $ 191,261 $ 100,665 $ 65,979 $ 964,697 (12) Transactions with Related Parties We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of September 30, 2023, owned approximately 47 % of our limited partner interests and 100 % of the General Partner. Revenue recognized from those entities affiliated with Energy Transfer on our unaudited condensed consolidated statements of operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Related-party revenues $ 5,216 $ 3,693 $ 15,759 $ 11,398 We had approximately $ 0.4 million and $ 52 thousand of related-party receivables on our unaudited condensed consolidated balance sheets as of September 30, 2023, and December 31, 2022, respectively, from those entities affiliated with Energy Transfer. (13) Commitments and Contingencies (a) Major Customers One customer accounted for approximately 11 % of total revenues for the three and nine months ended September 30, 2023. No customer accounted for 10% or more of total revenues for the three and nine months ended September 30, 2022. (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 ordered but not received. The commitments as of September 30, 2023, were $ 101.3 million, all of which is expected to be settled within the next twelve months and $ 63.0 million of which is expected to be settled by year-end 2023. 15 Table of Contents (d) Tax Contingencies Our compliance with state and local sales tax regulations is subject to audit by various taxing authorities. Certain taxing authorities have either claimed or issued an assessment 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 others in our industry have disputed these claims and assessments based on either existing tax statutes or published guidance by the taxing authorities. We currently are protesting certain assessments made by the Oklahoma Tax Commission (“OTC”). We believe it is reasonably possible that we could incur losses related to this assessment depending on whether the administrative law judge assigned by the OTC accepts our position that the transactions are not taxable and we ultimately lose any and all subsequent legal challenges to such determination. We estimate that the range of losses we could incur is from $ 0 to approximately $ 28.2 million, including penalties and interest. Our U.S. federal income tax returns for the 2019 and 2020 tax years currently are under examination by the Internal Revenue Service (“IRS”). The IRS has issued preliminary partnership examination changes, along with imputed underpayment computations, for the 2019 and 2020 tax years. Under the Bipartisan Budget Act, there are several procedural steps, including an appeals process, to complete before a final imputed underpayment, if any, is determined. Based on to-date discussions with the IRS, we estimate a potential range of loss from a final imputed underpayment of $ 0 to approximately $ 25 million, including interest, for potential adjustments resulting from the IRS examination. Once a final partnership imputed underpayment, if any, is determined, our General Partner may either elect to pay the imputed underpayment (including any applicable penalties and interest) directly to the IRS or, if eligible, issue a revised information statement to each unitholder, and former unitholder, with respect to an audited and adjusted return. (e) Environmental Our operations are subject to federal, state, and local laws, rules, and regulations regarding water quality, hazardous and solid waste management, air quality control, and other environmental matters. These laws, rules, and regulations require that we conduct our operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections, and other approvals. Failure to comply with applicable environmental laws, rules, and regulations may expose us to significant fines, penalties, and/or interruptions in operations. Our environmental policies and procedures are designed to achieve compliance with such applicable laws, rules, and regulations. These evolving laws, rules, and regulations, and claims for damages to property, employees, other persons, and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future. (14) Subsequent Events Interest-rate Swap Modification In October 2023, we modified our existing interest-rate swap to continue to manage interest-rate risk associated with the floating-rate Credit Agreement. The notional principal amount under the modified interest-rate swap remains $ 700 million and the termination date was extended from April 1, 2025 to December 31, 2025. Under the original interest-rate swap, we paid a fixed interest rate of 3.785 % and received floating interest rate payments that were indexed to the one-month SOFR. Under the modified interest-rate swap, we pay a fixed interest rate of 3.9725 % and continue to receive floating interest rate payments that are indexed to the one-month SOFR. Warrants Exercise On October 27, 2023, the tranche of warrants with the right to purchase 10,000,000 common units with a strike price of $ 19.59 per common unit was exercised in full by the holders. The exercise of the warrants will be net settled by the Partnership for approximately 2,360,000 common units. 16 Table of Contents