What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 87 added, 57 removed, 527 unchanged (21% of the section changed)

41 unchanged sentences

(in thousands, except per unit amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Contract operations $ 304,857 $ 227,277 $ 598,366 $ 452,252

13 unchanged sentences

Loss on extinguishment of debt — — ( 1 ) —

Other 6 16 26 41

Total other expense ( 49,252 ) ( 47,658 ) ( 98,199 ) ( 95,002 )

20 unchanged sentences

Partners’ capital ending balance, March 31, 2026 316,666

Distributions and DERs, $ 0.525 per unit

Issuance of common units under the DRIP 49

Unit-based compensation for equity-classified awards 1,181

Net income attributable to common unitholders’ interests 45,652

Partners’ capital ending balance, June 30, 2026

Partners’ deficit ending balance, December 31, 2024

6 unchanged sentences

Partners’ deficit ending balance, March 31, 2025 ( 180,711 )

$ ( 180,711 )

Vesting of phantom units 986

Distributions and DERs, $ 0.525 per unit

Issuance of common units under the DRIP 58

Unit-based compensation for equity-classified awards 437

Exercise and conversion of Preferred Units into common units 92,971

Net income attributable to common unitholders’ interests 26,609

Partners’ deficit ending balance, June 30, 2025 $ ( 121,415 )

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Amortization of debt issuance costs 3,672 4,472

Amortization of capitalized implementation costs 284 —

Amortization of capitalized SaaS implementation costs 714 —

Unit-based compensation expense 4,013 1,648

34 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental cash flow information:

6 unchanged sentences

Changes in capital expenditures included in accounts payable and accrued liabilities ( 6,474 ) ( 1,078 )

Lease assets obtained in exchange for lease obligations — 2,608

Changes in financing costs included in accounts payable and accrued liabilities ( 221 ) 225

Common units issued in connection to the J-W Power Acquisition 456,564 —

Common units issued in connection with the J-W Power Acquisition 456,564 —

Exercise and conversion of Preferred Units into common units — 92,971

See accompanying notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

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.

USA Compression Partners, LP is a Texas 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.

1 unchanged sentence

We provide compression services in unconventional resource plays throughout the U.S., including the Utica, Marcellus, Permian, Denver-Julesburg, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, and Bakken.

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.

USA Compression Partners, LP converted from a Delaware limited partnership to a Texas limited partnership on July 6, 2026.

USA Compression GP, LLC is a Texas limited liability company that serves as our general partner.

It is referred to herein as the “General Partner.” The General Partner is wholly owned by Energy Transfer.

USA Compression GP, LLC converted from a Delaware limited liability company to a Texas limited liability company on July 6, 2026.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us.

26 unchanged sentences

Total consideration, net of cash acquired $ 900,948

(1) Intangible assets, net is comprised of $ 5.4 million of trade names with a remaining useful life of approximately 3 years.

(1) Intangible assets, net consists of $ 5.4 million of trade names with a remaining useful life of approximately 3 years.

(2) Goodwill recorded is primarily related to the recognition of deferred tax liabilities arising from acquisition date fair value adjustments with the remainder related to expected commercial and operational synergies, and is subject to change based on final purchase price allocations.

1 unchanged sentence

Pro Forma Results of Operations

The following unaudited pro forma consolidated results of operations for the three months ended March 31, 2026 and 2025 are presented as if the J-W Power Acquisition had been completed on January 1, 2025 (in thousands).

Three Months Ended March 31,

The following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2026 and 2025 are presented as if the J-W Power Acquisition had been completed on January 1, 2025 (in thousands).

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 342,146 $ 339,883 $ 683,702 $ 664,466

7 unchanged sentences

The pro forma information is not necessarily indicative of the results of operations that would have occurred had the J-W Power Acquisition been made at the beginning of the periods presented or the future results of the combined operations.

J-W Power and J-W Energy’s revenue and net income since the J-W Acquisition Date to March 31, 2026 included in our consolidated statement of operations were $ 80.1 million and $ 12.8 million, respectively.

J-W Power and J-W Energy’s revenue and net income since the J-W Acquisition Date to June 30, 2026 included in our consolidated statement of operations were $ 167.6 million and $ 25.6 million, respectively.

Expenses related to the J-W Power Acquisition

As a result of the J-W Power Acquisition, we recognized $ 3.8 million of transaction-related costs in selling, general and administrative expenses during the three months ended March 31, 2026.

As a result of the J-W Power Acquisition, we recognized $ 4.8 million of transaction-related costs in selling, general and administrative expenses during the six months ended June 30, 2026.

(2) Basis of Presentation and Significant Accounting Policies

2 unchanged sentences

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 months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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.

30 unchanged sentences

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 $ 13 thousand and $ 39 thousand for the three months ended March 31, 2026 and 2025, respectively.

Capitalized interest was $ 28 thousand and $ 41 thousand for the three and six months ended June 30, 2026, respectively, and $ 8 thousand and $ 47 thousand for the three and six months ended June 30, 2025, respectively.

Impairment of Long-Lived Assets

5 unchanged sentences

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 months ended March 31, 2026 and 2025.

Refer to Note 5 for more detailed information about impairment charges during the three and six months ended June 30, 2026 and 2025.

Identifiable Intangible Assets

41 unchanged sentences

Level 3 inputs are unobservable inputs for the asset or liability.

As of March 31, 2026 and December 31, 2025, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt.

As of June 30, 2026 and December 31, 2025, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt.

The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short-term maturities.

1 unchanged sentence

therefore, the carrying amount of our revolving credit facility approximates its fair value.

The fair value of our Senior Notes 2029 and Senior Notes 2033 were estimated using quoted prices in inactive markets and are considered Level 2 measurements.

The fair values of our Senior Notes 2029 and Senior Notes 2033 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 2029 and Senior Notes 2033 (in thousands):

8 unchanged sentences

(3) Trade Accounts Receivable

The allowance for credit losses, which was $ 2.7 million and $ 1.5 million for March 31, 2026 and December 31, 2025, respectively, represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance.

The allowance for credit losses, which was $ 2.7 million and $ 1.5 million as of June 30, 2026 and December 31, 2025, respectively, represents our best estimate of the amount of expected credit losses included within our existing accounts receivable balance.

(4) Inventories

33 unchanged sentences

Leasehold improvements

Depreciation expense on property and equipment and loss (gain) on disposition of assets were as follows (in thousands):

Three Months Ended March 31,

Depreciation expense on property and equipment and (gain) loss on disposition of assets were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Depreciation expense $ 81,112 $ 63,496 $ 160,304 $ 126,544

1 unchanged sentence

On a quarterly basis, we evaluate the future deployment of our idle fleet assets under current market conditions.

For the three months ended March 31, 2026, we retired one compression unit representing approximately 335 of horsepower, that previously was used to provide compression services in our business.

As a result, we recorded an impairment of compression equipment of $ 4 thousand for the three months ended March 31, 2026.

For the three months ended March 31, 2025, we retired 17 compression units representing approximately 10,200 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 $ 3.6 million for the three months ended March 31, 2025.

For the three months ended June 30, 2026, we had no impairment of compression equipment.

For the six months ended June 30, 2026, we retired one compression unit representing approximately 335 of horsepower that previously was used to provide compression services in our business.

As a result, we recorded an impairment of compression equipment of $ 4 thousand for the six months ended June 30, 2026.

For the three and six months ended June 30, 2025, we retired four and 21 compression units representing approximately 5,900 and 16,100 of aggregate horsepower, respectively, that previously were used to provide compression services in our business.

As a result, we recorded an impairment of compression equipment of $ 3.0 million and $ 6.8 million for the three and six months ended June 30, 2025, respectively.

The primary circumstances supporting these impairments were:

7 unchanged sentences

Amortization expense ( 13,070 ) ( 2,483 ) ( 15,553 )

Net balance as of March 31, 2026 $ 165,896 $ 18,650 $ 184,546

Accumulated amortization of intangible assets was $ 371.5 million and $ 363.8 million as of March 31, 2026 and December 31, 2025, respectively.

Net balance as of June 30, 2026 $ 159,360 $ 17,380 $ 176,740

Accumulated amortization of intangible assets was $ 379.3 million and $ 363.8 million as of June 30, 2026 and December 31, 2025, respectively.

(6) Accrued Liabilities

9 unchanged sentences

The acquired assets and liabilities of J-W Power included net deferred tax liabilities of approximately $ 186.6 million.

The increase in income tax expense in the first quarter of 2026 versus the first quarter of 2025 is primarily attributable to the earnings of J-W Power which are subject to corporate taxes.

The increase in income tax expense in the three and six months ended June 30, 2026 versus the three and six months ended June 30, 2025 is primarily attributable to the earnings of J-W Power which are subject to corporate taxes.

(8) Debt Obligations

39 unchanged sentences

For purposes of the above covenants, EBITDA is calculated as set forth in the Credit Agreement.

As of March 31, 2026, we were in compliance with all of our covenants under the Credit Agreement.

As of June 30, 2026, 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 made to a bank account controlled by the administrative agent.

2 unchanged sentences

These fees were capitalized to loan costs and included in other assets, and are amortized over the remaining term of the Credit Agreement.

As of March 31, 2026, we had outstanding borrowings under the Credit Agreement of $ 1.25 billion and, after accounting for outstanding letters of credit in the amount of $ 2.0 million, $ 497.8 million of remaining unused availability, all of which was available to be drawn, inclusive of restrictions related to compliance with applicable financial covenants.

Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the three months ended March 31, 2026, was 5.79 %,

and our weighted-average interest rate under the Credit Agreement as of March 31, 2026, was 5.66 %.

As of June 30, 2026, we had outstanding borrowings under the Credit Agreement of $ 1.21 billion and, after accounting for outstanding letters of credit in the amount of $ 2.0 million, $ 536.9 million of remaining unused availability, all of which was available to be drawn, inclusive of restrictions related to compliance with applicable financial covenants.

Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the six months ended June 30, 2026, was 5.70 %, and

our weighted-average interest rate under the Credit Agreement as of June 30, 2026, was 5.59 %.

We pay an annualized commitment fee of 0.25 % on the unused portion of the aggregate commitment.

4 unchanged sentences

The indenture governing the Senior Notes 2033 (the “2033 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2033 Indenture.

As of March 31, 2026, we were in compliance with such financial covenants under the 2033 Indenture.

As of June 30, 2026, we were in compliance with such financial covenants under the 2033 Indenture.

The Senior Notes 2033 are fully and unconditionally guaranteed (the “2033 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 borrows under any other credit facility or guarantees certain of our indebtedness (collectively, the “Guarantors”).

6 unchanged sentences

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 March 31, 2026, we were in compliance with such financial covenants under the 2029 Indenture.

As of June 30, 2026, 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 the Guarantors.

4 unchanged sentences

The holders of the Preferred Units were entitled to receive cumulative quarterly cash distributions equal to $ 24.375 per Preferred Unit.

The Preferred Units were 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 Preferred Units were convertible, at the option of the holder, into common units in accordance with the terms of our Partnership Agreement.

As of December 31, 2025, all of the Preferred Units had been converted to our common units.

13 unchanged sentences

Issuance of common units under the DRIP 3,694

Number of common units outstanding, March 31, 2026 144,972,358

As of March 31, 2026, Energy Transfer held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by Energy Transfer.

Number of common units outstanding, June 30, 2026 144,974,152

As of June 30, 2026, 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

8 unchanged sentences

February 6, 2026 $ 0.525 $ 66.6 $ 0.5 $ 67.1

May 8, 2026 0.525 76.1 0.5 76.6

Total 2026 distributions

1 unchanged sentence

Announced Quarterly Distribution

On April 16, 2026, we announced a cash distribution of $ 0.525 per unit on our common units.

The distribution will be paid on May 8, 2026, to common unitholders of record as of the close of business on April 27, 2026.

During the three months ended March 31, 2026, distributions of $ 48 thousand were reinvested under the DRIP resulting in the issuance of 1,900 common units.

On July 16, 2026, we announced a cash distribution of $ 0.525 per unit on our common units.

The distribution will be paid on August 7, 2026, to common unitholders of record as of the close of business on July 27, 2026.

During the six months ended June 30, 2026, distributions of $ 97 thousand were reinvested under the DRIP resulting in the issuance of 3,694 common units.

Income Per Unit

5 unchanged sentences

Unvested phantom and restricted units are not included in basic income per unit, as they are not considered to be participating securities, but are included in the calculation of diluted income per unit to the extent they are dilutive.

For the three months ended March 31, 2026, approximately 381,000 incremental unvested phantom and restricted units, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

For the three months ended March 31, 2025, approximately 741,000 incremental unvested phantom and restricted units represent the difference between our basic and diluted weighted-average common units outstanding.

For the three and six months ended June 30, 2026, approximately 645,000 and 513,000 incremental unvested phantom and restricted units, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

For the three and six months ended June 30, 2025, approximately 500,000 and 621,000 incremental unvested phantom and restricted units, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

(11) Revenue Recognition

1 unchanged sentence

The following table disaggregates our revenue by type of service (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Contract operations revenue $ 319,449 $ 242,155 $ 628,785 $ 481,822

2 unchanged sentences

The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Services provided over time:

6 unchanged sentences

The balances of the Partnership’s accounts receivable from contracts with customers and contract liabilities at January 1, 2025 were $ 83.1 million, net of allowances for credit losses, and $ 70.5 million, respectively.

The balances of the Partnership’s accounts receivable from contracts with customers and contract liabilities at June 30, 2025 were $ 92.4 million, net of allowances for credit losses, and $ 69.9 million, respectively.

Deferred Revenue

1 unchanged sentence

Components of deferred revenue were as follows (in thousands):

Balance sheet location March 31,

Balance sheet location June 30,

2026 December 31,

2 unchanged sentences

Total $ 78,056 $ 69,499

________________________________

(1) We recognized $ 65.8 million of revenue during the three months ended March 31, 2026 related to our deferred revenue balance as of December 31, 2025.

(1) We recognized $ 0.7 million and $ 63.4 million of revenue during the three and six months ended June 30, 2026, respectively, related to our deferred revenue balance as of December 31, 2025.

Performance Obligations

As of March 31, 2026, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $ 1.2 billion.

As of June 30, 2026, 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):

3 unchanged sentences

(12) Related Party Transactions

We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of March 31, 2026, owned approximately 32 % of our limited partner interests and 100 % of the General Partner.

We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of June 30, 2026, owned approximately 32 % of our limited partner interests and 100 % of the General Partner.

Under our Partnership Agreement, our General Partner does not receive a management fee or other compensation for its role as our general partner.

3 unchanged sentences

Related party transactions from those entities affiliated with Energy Transfer on our unaudited condensed consolidated statements of operations were as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Related-party revenues $ 15,153 $ 16,341 $ 31,048 $ 31,506

5 unchanged sentences

Related-party payables 14,661 7,997

For the three months ended March 31, 2026, we recognized capitalized expense reimbursement of $ 0.2 million to other assets related to cloud computing arrangement ERP implementation costs.

For the three months ended March 31, 2026, we recognized capitalized expenditures of $ 2.6 million to property and equipment, net.

For the three and six months ended June 30, 2026, we recognized capitalized expenditures of $ 18.0 million and $ 20.7 million, respectively, to property and equipment, net.

For the six months ended June 30, 2026, we recognized capitalized expense reimbursement of $ 0.2 million to other assets related to SaaS arrangement ERP implementation costs.

For the three and six months ended June 30, 2025, we recognized capitalized expense reimbursement of $ 0.2 million and $ 0.4 million, respectively, to other assets related to SaaS arrangement ERP implementation costs.

We have binding commitments under purchase orders for new compression units ordered but not received with an entity affiliated with Energy Transfer.

The commitments as of March 31, 2026, were $ 76.0 million.

The commitments as of June 30, 2026, were $ 123.3 million.

(13) Commitments and Contingencies

(a) Major Customers

No customer accounted for more than 10% of total revenues for the three months ended March 31, 2026, and one customer accounted for 11 % of total revenues for the three months ended March 31, 2025.

No customer accounted for more than 10% of total revenues for the three and six months ended June 30, 2026, and one customer accounted for 11 % and 12 % of total revenues for the three and six months ended June 30, 2025, respectively.

(b) Litigation

9 unchanged sentences

(d) Equipment Purchase Commitments

Our future capital commitments are comprised of binding commitments under purchase orders for new compression units and equipment ordered but not received.

As of March 31, 2026, we had binding commitments to purchase $ 76.0 million of additional compression units and $ 83.9 million of major components for manufacturing compression units, in total $ 159.9 million, of which $ 106.9 million is expected to be settled within the next 12 months.

Our future capital commitments consist of binding commitments under purchase orders for new compression units and equipment ordered but not received.

As of June 30, 2026, we had binding commitments to purchase $ 123.3 million of additional compression units and $ 134.0 million of major components for manufacturing compression units, in total $ 257.3 million, of which $ 122.6 million is expected to be settled within the next 12 months.

(e) Environmental

15 unchanged sentences

All expense categories on the unaudited condensed consolidated statements of operations are significant and there are no other significant segment expenses that would require disclosure.

The CODM uses consolidated net income to assess operating performance as compared to historical results, budget and forecast amounts, expected return on capital investment, and our competitors.

The CODM uses consolidated net income to assess operating performance as compared to historical results, budget and forecast

amounts, expected return on capital investment, and our competitors.

The CODM uses this information to allocate future operating and capital expenditures.

6 unchanged sentences

We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements and related disclosures.

(16) Subsequent Event

In July 2026, customary post-closing price adjustments were made in connection with the J-W Power Acquisition, resulting in an aggregate $ 2.2 million purchase price reduction, consisting of a $ 1.5 million and $ 0.7 million reduction to cash and equity consideration, respectively.

The purchase price reduction was fully allocated as a decrease to goodwill, and no other assets or liabilities were affected by these adjustments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements