USA Compression Partners, LP 10-Q

ITEM 1. Financial Statements USA COMPRESSION PARTNERS, LP Unaudited Condensed Consolidated Balance Sheets (in thousands, except unit amounts) June 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 9 $ 11 Accounts receivable, net of allowances for credit losses of $ 2,260 and $ 2,260 , respectively 106,045 95,421 Related-party receivables 140 — Inventories 131,283 114,728 Derivative instrument 7,178 5,670 Prepaid expenses and other assets 11,120 10,617 Total current assets 255,775 226,447 Property and equipment, net 2,308,587 2,237,625 Lease right-of-use assets 16,252 17,290 Derivative instrument, long term 1,040 — Identifiable intangible assets, net 230,962 245,652 Other assets 8,989 9,746 Total assets $ 2,821,605 $ 2,736,760 Liabilities, Preferred Units, and Partners’ Deficit Current liabilities: Accounts payable $ 35,654 $ 39,781 Accrued liabilities 103,179 85,132 Deferred revenue 65,746 62,589 Total current liabilities 204,579 187,502 Long-term debt, net 2,484,053 2,336,088 Operating lease liabilities 13,401 14,731 Derivative instrument, long term — 4,466 Other liabilities 11,931 10,924 Total liabilities 2,713,964 2,553,711 Commitments and contingencies Preferred Units 168,809 476,334 Partners’ deficit: Common units, 117,007,411 and 100,986,011 units issued and outstanding, respectively ( 61,168 ) ( 293,285 ) Total liabilities, Preferred Units, and partners’ deficit $ 2,821,605 $ 2,736,760 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, 2024 2023 2024 2023 Revenues: Contract operations $ 223,643 $ 196,982 $ 441,747 $ 385,521 Parts and service 5,827 4,102 11,287 7,980 Related party 5,843 5,836 11,555 10,543 Total revenues 235,313 206,920 464,589 404,044 Costs and expenses: Cost of operations, exclusive of depreciation and amortization 78,162 69,922 153,234 136,587 Depreciation and amortization 65,313 60,039 128,564 119,525 Selling, general, and administrative 14,173 14,950 37,000 34,051 Loss (gain) on disposition of assets ( 18 ) 309 1,236 ( 67 ) Impairment of compression equipment 311 10,273 311 11,464 Total costs and expenses 157,941 155,493 320,345 301,560 Operating income 77,372 51,427 144,244 102,484 Other income (expense): Interest expense, net ( 48,828 ) ( 42,045 ) ( 95,494 ) ( 81,835 ) Loss on extinguishment of debt — — ( 4,966 ) — Gain on derivative instrument 3,131 14,550 11,902 14,550 Other 26 57 60 81 Total other expense ( 45,671 ) ( 27,438 ) ( 88,498 ) ( 67,204 ) Net income before income tax expense 31,701 23,989 55,746 35,280 Income tax expense 463 405 935 755 Net income 31,238 23,584 54,811 34,525 Less: distributions on Preferred Units ( 4,387 ) ( 12,188 ) ( 8,775 ) ( 24,375 ) Net income attributable to common unitholders’ interests $ 26,851 $ 11,396 $ 46,036 $ 10,150 Weighted-average common units outstanding – basic 116,849 98,271 109,692 98,259 Weighted-average common units outstanding – diluted 117,972 99,694 110,789 99,738 Basic net income per common unit $ 0.23 $ 0.12 $ 0.42 $ 0.10 Diluted net income per common unit $ 0.23 $ 0.11 $ 0.42 $ 0.10 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 (Deficit) (in thousands, except per unit amounts) Common units Partners’ deficit ending balance, December 31, 2023 $ ( 293,285 ) Distributions and DERs, $ 0.525 per unit ( 54,098 ) Issuance of common units under the DRIP 440 Unit-based compensation for equity-classified awards 78 Exercise and conversion of Preferred Units into common units 38,108 Net income attributable to common unitholders’ interests 19,185 Partners’ deficit ending balance, March 31, 2024 ( 289,572 ) Distributions and DERs, $ 0.525 per unit ( 61,453 ) Issuance of common units under the DRIP 331 Unit-based compensation for equity-classified awards 83 Exercise and conversion of Preferred Units into common units 262,592 Net income attributable to common unitholders’ interests 26,851 Partners’ deficit ending balance, June 30, 2024 $ ( 61,168 ) 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 ) 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, 2024 2023 Cash flows from operating activities: Net income $ 54,811 $ 34,525 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 128,564 119,525 Amortization of debt issuance costs 4,252 3,641 Unit-based compensation expense 8,331 9,628 Deferred income tax expense 97 19 Loss (gain) on disposition of assets 1,236 ( 67 ) Loss on extinguishment of debt 4,966 — Change in fair value of derivative instrument ( 7,014 ) ( 13,334 ) Impairment of compression equipment 311 11,464 Changes in assets and liabilities: Accounts receivable and related-party receivables, net ( 10,764 ) ( 5,811 ) Inventories ( 59,941 ) ( 31,818 ) Prepaid expenses and other current assets ( 503 ) ( 1,364 ) Other assets 1,503 2,148 Accounts payable 557 583 Accrued liabilities and deferred revenue 35,022 1,070 Other liabilities 1,230 — Net cash provided by operating activities 162,658 130,209 Cash flows from investing activities: Capital expenditures, net ( 147,150 ) ( 106,402 ) Proceeds from disposition of property and equipment 435 1,093 Net cash used in investing activities ( 146,715 ) ( 105,309 ) Cash flows from financing activities: Proceeds from long-term borrowings 582,530 511,766 Proceeds from issuance of senior notes 1,000,000 — Repayments of long-term borrowings ( 698,102 ) ( 407,283 ) Investments in government securities in connection with legal defeasance of the Senior Notes 2026 ( 748,764 ) — Cash distributions on common units ( 116,748 ) ( 104,407 ) Cash distributions on Preferred Units ( 15,600 ) ( 24,375 ) Deferred financing costs ( 18,579 ) ( 379 ) Other ( 682 ) ( 226 ) Net cash used in financing activities ( 15,945 ) ( 24,904 ) Decrease in cash and cash equivalents ( 2 ) ( 4 ) Cash and cash equivalents, beginning of period 11 35 Cash and cash equivalents, end of period $ 9 $ 31 See accompanying notes to unaudited condensed consolidated financial statements. 4 Table of Contents USA COMPRESSION PARTNERS, LP Unaudited Condensed Consolidated Statements of Cash Flows (continued) (in thousands) Supplemental cash flow information: Cash paid for interest, net of capitalized amounts $ 60,860 $ 78,181 Cash paid for income taxes 1,152 887 Supplemental non-cash transactions: Non-cash distributions to certain common unitholders (DRIP) $ 771 $ 1,040 Transfers from inventories to property and equipment, net 43,012 24,053 Changes in capital expenditures included in accounts payable and accrued liabilities ( 4,189 ) 1,125 Changes in financing costs included in accounts payable and accrued liabilities ( 96 ) 6 Exercise and conversion of Preferred Units into common units 300,700 — Government securities transferred in connection with the legal defeasance of the Senior Notes 2026 748,764 — Legal defeasance of Senior Notes 2026 725,000 — See accompanying notes to unaudited condensed consolidated financial statements. 5 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 six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023, filed on February 13, 2024 (our “2023 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. 6 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 $ 21 thousand and $ 56 thousand for the three and six months ended June 30, 2024, respectively, and $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2023 , 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 six months ended June 30, 2024 and 2023. 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 7 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. Net earnings for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities. 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 June 30, 2024, and December 31, 2023, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, a derivative instrument, 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. 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, Senior Notes 2027, and Senior Notes 2029 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, Senior Notes 2027, and Senior Notes 2029 (in thousands): June 30, 2024 December 31, 2023 Senior Notes 2026, aggregate principal $ — $ 725,000 Fair value of Senior Notes 2026 — 720,621 Senior Notes 2027, aggregate principal 750,000 750,000 Fair value of Senior Notes 2027 750,000 737,963 Senior Notes 2029, aggregate principal 1,000,000 — Fair value of Senior Notes 2029 1,003,750 — 8 Table of Contents 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. We consider counterparty credit risk and our own credit risk in the determination of the estimated fair value. The following table summarizes the gross fair value of our interest-rate swap (in thousands): June 30, 2024 December 31, 2023 Interest-rate swap $ 8,218 $ 1,204 Refer to Note 7 below for additional information on the interest-rate swap. Operating Segment We operate in a single business segment, the compression services business. (3) Trade Accounts Receivable The allowance for credit losses, which was $ 2.3 million at both June 30, 2024 and December 31, 2023, represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance. (4) Inventories Components of inventories are as follows (in thousands): June 30, 2024 December 31, 2023 Serialized parts $ 68,776 $ 59,901 Non-serialized parts 62,507 54,827 Total inventories $ 131,283 $ 114,728 (5) Property and Equipment and Identifiable Intangible Assets Property and Equipment Property and equipment consisted of the following (in thousands): June 30, 2024 December 31, 2023 Compression and treating equipment $ 4,061,436 $ 3,902,115 Automobiles and vehicles 52,934 46,395 Computer equipment 34,946 33,456 Leasehold improvements 9,450 9,414 Buildings 3,935 3,464 Furniture and fixtures 897 868 Land 77 77 Total property and equipment, gross 4,163,675 3,995,789 Less: accumulated depreciation and amortization ( 1,855,088 ) ( 1,758,164 ) Total property and equipment, net $ 2,308,587 $ 2,237,625 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 9 Table of Contents 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, 2024 2023 2024 2023 Depreciation expense $ 57,968 $ 52,694 $ 113,874 $ 104,835 Loss (gain) on disposition of assets ( 18 ) 309 1,236 ( 67 ) On a quarterly basis, we evaluate the future deployment of our idle fleet assets under current market conditions. For the three and six months ended June 30, 2024, we retired two compression units representing approximately 1,300 of aggregate horsepower that previously were used to provide compression services in our business. As a result, we recorded an impairment of compression equipment of $ 0.3 million for the three and six months ended June 30, 2024. For the three and six months ended June 30, 2023, we retired 33 and 39 compression units, respectively, representing approximately 26,900 and 35,600 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 $ 10.3 million and $ 11.5 million for the three and six months ended June 30, 2023, 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, 2023 $ 224,639 $ 21,013 $ 245,652 Amortization expense ( 13,052 ) ( 1,638 ) ( 14,690 ) Net balance as of June 30, 2024 $ 211,587 $ 19,375 $ 230,962 Accumulated amortization of intangible assets was $ 319.7 million and $ 305.0 million as of June 30, 2024 and December 31, 2023, respectively. (6) Other Current Liabilities Components of other current liabilities included the following (in thousands): June 30, 2024 December 31, 2023 Accrued interest expense $ 39,240 $ 31,960 Accrued unit-based compensation liability 28,098 21,896 Accrued capital expenditures 9,483 13,672 (7) Derivative Instrument As of June 30, 2024 and December 31, 2023, we had an interest-rate swap outstanding 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 of December 31, 2025. Under the interest-rate swap, we pay a fixed interest rate of 3.9725 % 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. 10 Table of Contents The following table summarizes the location and fair value of our derivative instrument on our unaudited condensed consolidated balance sheets (in thousands): Assets Liabilities Balance Sheet Classification June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 Derivative instrument $ 7,178 $ 5,670 $ — $ — Derivative instrument, long term 1,040 — — 4,466 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 June 30, Six Months Ended June 30, Income Statement Classification 2024 2023 2024 2023 Gain on derivative instrument $ 3,131 $ 14,550 $ 11,902 $ 14,550 (8) Debt Obligations Our debt obligations, of which there is no current portion, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Senior Notes 2026, aggregate principal $ — $ 725,000 Senior Notes 2027, aggregate principal 750,000 750,000 Senior Notes 2029, aggregate principal 1,000,000 — Less: deferred financing costs, net of amortization ( 22,188 ) ( 10,725 ) Total senior notes, net 1,727,812 1,464,275 Revolving credit facility 756,241 871,813 Total long-term debt, net $ 2,484,053 $ 2,336,088 Revolving Credit Facility The Credit Agreement matures on December 8, 2026. 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 June 30, 2024, we had outstanding borrowings under the Credit Agreement of $ 756.2 million and, after accounting for outstanding letters of credit in the amount of $ 0.5 million, $ 843.3 million of remaining unused availability, of which, due to restrictions related to compliance with the applicable financial covenants, $ 424.4 million was available to be drawn. Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the six months ended June 30, 2024, was 7.98 %, and our weighted-average interest rate under the Credit Agreement as of June 30, 2024, was 8.10 %. 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, 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 2.50 to 1.00, 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 3.00 to 1.00 or less than 0.00 to 1.00, determined as of the last day of each fiscal quarter, with EBITDA annualized for the most-recent fiscal quarter; and 11 Table of Contents • 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 5.25 to 1.00. 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 June 30, 2024, we were in compliance with all of our covenants under the Credit Agreement. For purposes of the above covenants, EBITDA is calculated as set forth in the Credit Agreement. The Credit Agreement is a “revolving credit facility” that includes a lockbox arrangement, whereby remittances from customers are made to a bank account controlled by the administrative agent. While we are not required by the terms of the Credit Agreement to use these customer remittances to reduce borrowings under the facility unless certain events of default occur under the Credit Agreement or unused availability under the facility is reduced below $ 70 million, we have in the past routinely applied such remittances to reduce borrowings under the facility. Issuance of Senior Notes 2029 On March 18, 2024, the Partnership and Finance Corp co-issued the Senior Notes 2029, a $ 1.0 billion aggregate principal amount of senior notes that will mature on March 15, 2029. The Senior Notes 2029 accrue interest from March 18, 2024 at the rate of 7.125 % per year. Interest on the Senior Notes 2029 is payable semi-annually in arrears on each of March 15 and September 15, commencing on September 15, 2024. At any time prior to March 15, 2026, we may redeem up to 40 % of the aggregate principal amount of the Senior Notes 2029 at a redemption price equal to 107.125 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net cash proceeds from one or more equity offerings, provided that at least 60 % of the aggregate principal amount of the Senior Notes 2029 remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2029 held by us and our subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering. Prior to March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date and accrued and unpaid interest, if any, to the redemption date. On or after March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: Year Percentages 2026 103.563 % 2027 101.781 % 2028 and thereafter 100.000 % If we experience a change of control followed by a ratings decline, which ratings decline is caused by the applicable change of control event, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2029 (as described above), we may be required to offer to repurchase the Senior Notes 2029 at a purchase price equal to 101 % of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date. In connection with issuing the Senior Notes 2029, we incurred certain issuance costs in the amount of $ 18.2 million, which are amortized over the expected term of the Senior Notes 2029. The indenture governing the Senior Notes 2029 (the “2029 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2029 Indenture. As of June 30, 2024, we were in compliance with such financial covenants under the 2029 Indenture. The Senior Notes 2029 are fully and unconditionally guaranteed (the “2029 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 2029 and the 2029 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 12 Table of Contents subordinated indebtedness, if any. The Senior Notes 2029 and the 2029 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 2029. Redemption of Senior Notes 2026 On March 18, 2024, in connection with the issuance of the Senior Notes 2029, the Senior Notes 2026, which had a maturity date of April 1, 2026, and an aggregate outstanding principal balance of $ 725.0 million at such time, were satisfied and discharged under the Indenture governing the Senior Notes 2026, which constituted a legal defeasance under GAAP (the “Defeasance”). The Defeasance required a cash outlay in the net amount of $ 748.8 million, which was used to purchase U.S. government securities. These securities generated sufficient cash upon maturity to fund interest payments on the Senior Notes 2026 occurring between the effective date of the Defeasance through April 4, 2024, when the Senior Notes 2026 were redeemed at par, as well as fund the redemption of the Senior Notes 2026 in full. As a result of the Defeasance, we recognized a loss on early extinguishment of debt of $ 5.0 million for the six months ended June 30, 2024, which represents the write-off of deferred financing costs of $ 4.3 million and the difference between (i) the purchase price of U.S. government securities of $ 748.8 million and (ii) the aggregate outstanding principal balance and accrued interest of the Senior Notes 2026 of $ 748.1 million at the time of Defeasance. 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 June 30, 2024, 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’, 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 The Preferred Units have a face value of $ 1,000 and 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. The change in Preferred Units outstanding was as follows: Preferred Units Outstanding Number of Preferred Units outstanding, December 31, 2023 500,000 Exercise and conversion of Preferred Units into common units ( 320,000 ) Number of Preferred Units outstanding, June 30, 2024 180,000 13 Table of Contents Redemption and Conversion Features 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. 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 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. January 2024 Conversion On January 12, 2024, the holders of the Preferred Units elected to convert 40,000 Preferred Units into 1,998,850 common units. These Preferred Units were converted into common units and, for our fourth-quarter 2023 distribution, the holders received the common unit distribution of $ 0.525 on the 1,998,850 common units in lieu of the Preferred Unit distribution of $ 24.375 on the converted 40,000 Preferred Units. April 2024 Conversion On April 1, 2024, the holders of the Preferred Units elected to convert 280,000 Preferred Units into 13,991,954 common units. These Preferred Units were converted into common units and, for our first-quarter 2024 distribution, the holders received the common unit distribution of $ 0.525 on the 13,991,954 common units in lieu of the Preferred Unit distribution of $ 24.375 on the converted 280,000 Preferred Units. Cash Distributions 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 3, 2023 $ 24.375 May 5, 2023 24.375 August 4, 2023 24.375 November 3, 2023 24.375 Total 2023 distributions $ 97.50 February 2, 2024 $ 24.375 May 3, 2024 24.375 Total 2024 distributions $ 48.75 Announced Quarterly Distribution On July 11, 2024, we declared a cash distribution of $ 24.375 per unit on our Preferred Units. The distribution was paid on August 2, 2024, to the holders of the Preferred Units of record as of the close of business on July 22, 2024. Changes in the Preferred Units’ balance are as follows (in thousands): Preferred Units Balance as of December 31, 2023 $ 476,334 Cash distributions on Preferred Units ( 15,600 ) Exercise and conversion of Preferred Units into common units ( 300,700 ) Net income allocated to Preferred Units 8,775 Balance as of June 30, 2024 $ 168,809 14 Table of Contents (10) Partners’ Deficit Common Units The changes in common units outstanding were as follows: Common Units Outstanding Number of common units outstanding, December 31, 2023 100,986,011 Issuance of common units under the DRIP 30,596 Exercise and conversion of Preferred Units into common units 15,990,804 Number of common units outstanding, June 30, 2024 117,007,411 As of June 30, 2024, 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 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 November 3, 2023 0.525 51.6 1.1 52.7 Total 2023 distributions $ 2.10 $ 206.4 $ 4.5 $ 210.9 February 2, 2024 $ 0.525 $ 54.1 $ 1.0 $ 55.1 May 3, 2024 0.525 61.4 1.0 62.4 Total 2024 distributions $ 1.05 $ 115.5 $ 2.0 $ 117.5 Announced Quarterly Distribution On July 11, 2024, we announced a cash distribution of $ 0.525 per unit on our common units. The distribution was paid on August 2, 2024, to common unitholders of record as of the close of business on July 22, 2024. DRIP During the six months ended June 30, 2024, distributions of $ 0.8 million were reinvested under the DRIP resulting in the issuance of 30,596 common units. Income Per Unit The computation of income 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 per unit is determined by dividing net income 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 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 attributable to unitholders for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages. Diluted income 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 per unit, as they are not considered to be participating securities, but are included in the calculation 15 Table of Contents of diluted income 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, 2024, approximately 1,123,000 and 1,097,000 incremental unvested phantom units, respectively, represent the difference between our basic and diluted weighted-average common units outstanding. For the three months ended June 30, 2023, approximately 1,177,000 and 246,000 incremental unvested phantom units and “in the money” then-outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding. For the six months ended June 30, 2023, approximately 1,118,000 and 361,000 incremental unvested phantom units and “in the money” then-outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding. (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, 2024 2023 2024 2023 Contract operations revenue $ 229,091 $ 202,403 $ 452,871 $ 395,545 Retail parts and services revenue 6,222 4,517 11,718 8,499 Total revenues $ 235,313 $ 206,920 $ 464,589 $ 404,044 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, 2024 2023 2024 2023 Services provided over time: Primary term $ 198,755 $ 156,744 $ 389,188 $ 305,470 Month-to-month 30,336 45,659 63,683 90,075 Total services provided over time 229,091 202,403 452,871 395,545 Services provided or goods transferred at a point in time 6,222 4,517 11,718 8,499 Total revenues $ 235,313 $ 206,920 $ 464,589 $ 404,044 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, 2024 December 31, 2023 Current (1) Deferred revenue $ 65,746 $ 62,589 Noncurrent Other liabilities 5,352 6,000 Total $ 71,098 $ 68,589 ________________________________ (1) We recognized $ 1.7 million and $ 59.0 million of revenue during the three and six months ended June 30, 2024, respectively, related to our deferred revenue balance as of December 31, 2023. 16 Table of Contents Performance Obligations As of June 30, 2024, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $ 1.2 billion. We expect to recognize these remaining performance obligations as follows (in thousands): 2024 (remainder) 2025 2026 2027 Thereafter Total Remaining performance obligations $ 366,754 $ 435,714 $ 244,632 $ 141,291 $ 59,936 $ 1,248,327 (12) Transactions with Related Parties We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of June 30, 2024, owned approximately 39 % 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Related-party revenues $ 5,843 $ 5,836 $ 11,555 $ 10,543 We had approximately $ 0.1 million and $ 0 of related-party receivables on our unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively, from those entities affiliated with Energy Transfer. (13) Commitments and Contingencies (a) Major Customers One customer accounted for approximately 12 % and 10 % of total revenues for the three and six months ended June 30, 2024 and 2023, respectively. (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) 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. Whether, and to what extent, we incur losses depends on whether the administrative law judge assigned by the OTC accepts or rejects our position that the transactions are not taxable and, if rejected, whether 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 $ 29.7 million, including penalties and interest. Our U.S. federal income tax returns for the years 2019 and 2020 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 of 2015, there are several procedural steps, including an appeals process, to complete before a final imputed underpayment, if any, is determined. Based on discussions with the IRS, we estimate a potential range of loss from a final imputed underpayment of $ 0 to approximately $ 27.4 million, including interest, for potential adjustments resulting from the IRS examinations. Once a final partnership imputed underpayment, if any, is determined, our General Partner may elect to either 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. 17 Table of Contents (d) 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) Recent Accounting Pronouncements In December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 improves and enhances income tax disclosure requirements, including new disclosures related to tax rate reconciliation and income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024, and interim periods within annual periods beginning after December 15, 2025, with early adoption permitted. ASU 2023-09 is to be applied on a prospective basis, with retrospective application permitted. We are currently evaluating the impact, if any, of the amendments to ASU 2023-09 on our consolidated financial statements and related disclosures. In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves and enhances reportable segment disclosure requirements, including new disclosures related to significant segment expenses. The amendments in this update are effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 is to be applied on a retrospective basis. We are currently evaluating the impact of the amendments to ASU 2023-07 on our consolidated financial statements and related disclosures. 18 Table of Contents