USA Compression (NYSE: USAC) Q1 profit jumps after J-W Power acquisition
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
USA Compression Partners LP delivered strong first‑quarter 2026 growth, boosted by its acquisition of J‑W Power. Revenue rose to $331.3 million from $245.2 million, while net income nearly doubled to $38.3 million from $20.5 million. The J‑W Power deal totaled about $911.6 million, split between $455.0 million in cash and 18.2 million common units, adding roughly 1.0 million total horsepower and new manufacturing capabilities.
Total debt increased to $3.0 billion, including $1.25 billion drawn under the revolving credit facility and $1.75 billion of senior notes. Adjusted EBITDA reached $188.6 million and Distributable Cash Flow was $130.8 million, giving a 1.72x coverage ratio on the quarterly cash distribution of $0.525 per unit, which the partnership maintained.
Positive
- Strong earnings and cash flow growth: Q1 2026 revenue rose 35.1% to $331.3 million, net income increased 86.9% to $38.3 million, and Adjusted EBITDA grew 26.1% to $188.6 million, supporting higher Distributable Cash Flow of $130.8 million and 1.72x distribution coverage.
- Transformative J‑W Power acquisition: The approximately $911.6 million J‑W Power deal added about 1.0 million total horsepower, expanded manufacturing capabilities, and contributed materially to contract operations and parts and service revenue.
Negative
- Higher leverage and capital commitments: Long‑term debt increased to $2.98 billion, including $1.25 billion drawn on the revolving credit facility, while future equipment purchase commitments totaled $159.9 million, increasing financial obligations alongside the expanded fleet.
Insights
Large J‑W Power acquisition drives higher Q1 earnings and cash coverage, but leverage rises.
USA Compression used the J‑W Power acquisition to scale its fleet and earnings. Q1 2026 revenue increased to $331.3M, up 35.1% year over year, and net income rose to $38.3M. Adjusted EBITDA reached $188.6M, with stronger Distributable Cash Flow of $130.8M.
The J‑W Power deal totaled about $911.6M, funded with roughly $455.0M cash and 18.2 million units, creating $117.4M of goodwill tied to fair‑value tax effects and expected synergies. This lifted fleet horsepower to 4.93 million and expanded parts and service revenue materially.
Leverage increased as long‑term debt climbed to $2.98B, including $1.25B under the asset‑based Credit Agreement and $1.75B of senior notes due 2029 and 2033. Still, the DCF coverage ratio of 1.72x on the $0.525 per‑unit distribution suggests current payouts are backed by cash generation, assuming stable utilization and compliance with covenant tests disclosed for the Credit Agreement.
Key Figures
Revenue: $331.3M
Net income: $38.3M
Adjusted EBITDA: $188.6M
+5 more
8 metrics
Revenue
$331.3M
Total revenues for three months ended March 31, 2026
Net income
$38.3M
Net income for three months ended March 31, 2026
Adjusted EBITDA
$188.6M
Three months ended March 31, 2026
Distributable Cash Flow
$130.8M
Three months ended March 31, 2026
J-W Power consideration
$911.6M
Aggregate payment for J-W Power Acquisition on January 12, 2026
Long-term debt
$2.98B
Total long-term debt, net, as of March 31, 2026
Fleet horsepower
4,930,737 horsepower
Fleet horsepower at period end March 31, 2026
Quarterly distribution
$0.525 per unit
Cash distribution declared on common units
Key Terms
Adjusted EBITDA, Distributable Cash Flow, Credit Agreement, performance obligations, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA. The $39.1 million increase in Adjusted EBITDA for the three months ended March 31, 2026, compared to the three months ended March 31, 2025"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Distributable Cash Flow financial
"DCF. The $42.1 million increase in DCF for the three months ended March 31, 2026, compared to the three months ended March 31, 2025"
Distributable cash flow is the amount of money a business generates from its operations that management considers available to pay dividends, buy back shares, or make other distributions to owners after setting aside what’s needed to keep the business running and meet routine obligations. Investors care because it shows how much real cash can be returned to them—like a household’s leftover paycheck after paying rent and groceries—and helps judge whether payouts are sustainable and backed by operations rather than accounting entries.
Credit Agreement financial
"On August 27, 2025, the Partnership amended and restated its existing credit agreement by entering into the Credit Agreement."
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.
performance obligations financial
"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."
Performance obligations are the specific promises a company makes to deliver goods or services to a customer under a contract, treated as separate deliverables when a customer can benefit from them on their own. Investors care because these promises determine when and how much revenue a company records — like breaking a bundled purchase into separate billable parts — which affects reported earnings, growth trends and the clarity of future cash flows.
Texas Margin Tax financial
"Texas also imposes an entity-level income tax on partnerships that is based on Texas-sourced taxable margin (the “Texas Margin Tax”)."
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission File No. 001-35779
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | ||||
(214 ) 545-0440
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |||||
Non-accelerated filer ☐ | Smaller reporting company | ||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 1, 2026, there were 144,972,358 common units outstanding.
Table of Contents
TABLE OF CONTENTS
| Page | |||||
PART I. FINANCIAL INFORMATION | 1 | ||||
ITEM 1. Financial Statements | 1 | ||||
Unaudited Condensed Consolidated Balance Sheets | 1 | ||||
Unaudited Condensed Consolidated Statements of Operations | 2 | ||||
Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital (Deficit) | 3 | ||||
Unaudited Condensed Consolidated Statements of Cash Flows | 4 | ||||
Notes to Unaudited Condensed Consolidated Financial Statements | 6 | ||||
Note 1 – Organization and Description of Business | 6 | ||||
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies | 8 | ||||
Note 3 – Trade Accounts Receivable | 11 | ||||
Note 4 – Inventories | 11 | ||||
Note 5 – Property and Equipment and Identifiable Intangible Assets | 12 | ||||
Note 6 – Current Liabilities | 13 | ||||
Note 7 – Income Tax Expense | 13 | ||||
Note 8 – Debt Obligations | 13 | ||||
Note 9 – Preferred Units | 15 | ||||
Note 10 – Partners’ Capital (Deficit) | 16 | ||||
Note 11 – Revenue Recognition | 17 | ||||
Note 12 – Related Party Transactions | 18 | ||||
Note 13 – Commitments and Contingencies | 19 | ||||
Note 14 – Reportable Segments | 19 | ||||
Note 15 – Recent Accounting Pronouncements | 20 | ||||
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||
Operating Highlights | 22 | ||||
Financial Results of Operations | 24 | ||||
Liquidity and Capital Resources | 26 | ||||
Non-GAAP Financial Measures | 28 | ||||
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk | 34 | ||||
ITEM 4. Controls and Procedures | 35 | ||||
PART II. OTHER INFORMATION | 36 | ||||
ITEM 1. Legal Proceedings | 36 | ||||
ITEM 1A. Risk Factors | 36 | ||||
ITEM 6. Exhibits | 37 | ||||
SIGNATURES | 38 | ||||
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GLOSSARY
The abbreviations, acronyms and industry terminology used in this Quarterly Report on Form 10-Q are defined as follows:
| Credit Agreement | Eighth Amended and Restated Credit Agreement, dated as of August 27, 2025, by and among USA Compression Partners, LP, as the borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, as may be amended from time to time, and any predecessor thereto if the context so dictates | |||||||
| CPI | Consumer Price Index for all Urban Consumers | |||||||
| DERs | distribution equivalent rights | |||||||
| DRIP | distribution reinvestment plan | |||||||
| Energy Transfer | Energy Transfer LP | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| GAAP | generally accepted accounting principles of the United States of America | |||||||
| Preferred Units | Series A Preferred Units representing limited partner interests in USA Compression Partners, LP | |||||||
| SEC | United States Securities and Exchange Commission | |||||||
| Senior Notes 2029 | $1.0 billion aggregate principal amount of senior notes due on March 15, 2029 | |||||||
| Senior Notes 2033 | $750.0 million aggregate principal amount of senior notes due on October 1, 2033 | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| U.S. | United States of America | |||||||
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
USA COMPRESSION PARTNERS, LP
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except unit amounts)
| March 31, 2026 | December 31, 2025 | ||||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances for credit losses of $ | |||||||||||
Related-party receivables | |||||||||||
Inventories | |||||||||||
Prepaid expenses and other assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
| Lease right-of-use assets | |||||||||||
| Identifiable intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Partners’ Capital (Deficit) | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Related-party payables | |||||||||||
| Accrued liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Partners’ capital (deficit): | |||||||||||
Common units, | ( | ||||||||||
| Total liabilities and partners’ capital (deficit) | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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USA COMPRESSION PARTNERS, LP
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per unit amounts)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenues: | |||||||||||
| Contract operations | $ | $ | |||||||||
| Parts and service | |||||||||||
| Related party | |||||||||||
| Total revenues | |||||||||||
| Costs and expenses: | |||||||||||
| Cost of operations, exclusive of depreciation and amortization | |||||||||||
| Depreciation and amortization | |||||||||||
| Selling, general, and administrative | |||||||||||
| (Gain) loss on disposition of assets | ( | ||||||||||
| Impairment of assets | |||||||||||
| Total costs and expenses | |||||||||||
| Operating income | |||||||||||
| Other income (expense): | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Loss on extinguishment of debt | ( | ||||||||||
| Other | |||||||||||
| Total other expense | ( | ( | |||||||||
| Net income before income tax expense | |||||||||||
| Income tax expense | |||||||||||
| Net income | |||||||||||
| Less: distributions on Preferred Units | ( | ||||||||||
| Net income attributable to common unitholders’ interests | $ | $ | |||||||||
| Weighted average common units outstanding – basic | |||||||||||
| Weighted average common units outstanding – diluted | |||||||||||
| Basic and diluted net income per common unit | $ | $ | |||||||||
| Distributions declared per common unit for respective periods | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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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, 2025 | $ | ( | |||
| Unit-based compensation for equity-classified awards | |||||
Distributions and DERs, $ | ( | ||||
| Issuance of common units under the DRIP | |||||
| Common units issued for J-W Power Acquisition | |||||
| Net income attributable to common unitholders’ interests | |||||
Partners’ capital ending balance, March 31, 2026 | $ | ||||
| Common units | |||||
Partners’ deficit ending balance, December 31, 2024 | $ | ( | |||
| Vesting of phantom units | |||||
Distributions and DERs, $ | ( | ||||
Issuance of common units under the DRIP | |||||
Unit-based compensation for equity-classified awards | |||||
Net income attributable to common unitholders’ interests | |||||
Partners’ deficit ending balance, March 31, 2025 | $ | ( | |||
See accompanying notes to unaudited condensed consolidated financial statements.
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USA COMPRESSION PARTNERS, LP
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for expected credit losses | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Amortization of capitalized implementation costs | |||||||||||
| Unit-based compensation expense | |||||||||||
| Deferred income tax expense | |||||||||||
| (Gain) loss on disposition of assets | ( | ||||||||||
| Loss on extinguishment of debt | |||||||||||
| Impairment of assets | |||||||||||
| Changes in assets and liabilities, net of effect of acquisition: | |||||||||||
| Accounts receivable and related-party receivables, net | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable and related-party payables | |||||||||||
| Accrued liabilities and deferred revenue | ( | ( | |||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Cash paid for the J-W Power Acquisition, net of cash acquired | ( | ||||||||||
| Capital expenditures, net | ( | ( | |||||||||
| Proceeds from disposition of property and equipment | |||||||||||
| Proceeds from insurance recovery | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from revolving credit facility | |||||||||||
| Repayments of revolving credit facility | ( | ( | |||||||||
| Cash paid related to net settlement of unit-based awards | ( | ||||||||||
| Cash distributions on common units | ( | ( | |||||||||
| Cash distributions on Preferred Units | ( | ||||||||||
| Deferred financing costs | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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USA COMPRESSION PARTNERS, LP | |||||||||||
Unaudited Condensed Consolidated Statements of Cash Flows (continued) | |||||||||||
(in thousands) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental cash flow information: | |||||||||||
| Cash paid for interest, net of capitalized amounts | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
| Supplemental non-cash transactions: | |||||||||||
| Non-cash distributions to certain common unitholders (DRIP) | $ | $ | |||||||||
| Transfers from inventories to property and equipment, net | |||||||||||
| Reclassification of serialized inventory to fixed assets | |||||||||||
| Changes in capital expenditures included in accounts payable and accrued liabilities | ( | ||||||||||
| Changes in financing costs included in accounts payable and accrued liabilities | ( | ||||||||||
| Common units issued in connection to the J-W Power Acquisition | |||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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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, as well as specialized manufacturing facilities for compression units. 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.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us.
Acquisition of J-W Power Company
On January 12, 2026 (the “J-W Acquisition Date”), the Partnership and USA Compression Partners, LLC, a wholly owned subsidiary of the Partnership, completed the acquisition of J-W Energy Company (“J-W Energy”) and its subsidiary, J-W Power Company (“J-W Power”), pursuant to which USA Compression Partners, LLC purchased all of the issued and outstanding capital stock of J-W Energy from Westerman, Ltd. (the “J-W Power Acquisition”). The J-W Power Acquisition had an initial purchase price of $860.0 million, which after accounting for our common unit price and certain purchase price adjustments, resulted in an aggregate payment of approximately $911.6 million, consisting of (i) approximately $455.0 million in cash and (ii) 18,175,323 common units of the Partnership, which had a fair value on the J-W Acquisition Date of approximately $456.6 million, subject to customary post-closing price adjustments. Upon consummation of the J-W Power Acquisition, J-W Power and J-W Energy became consolidated subsidiaries of the Partnership.
The J-W Power Acquisition added approximately 0.8 million active horsepower and 1.0 million total horsepower to our fleet across key regions including the Northeast, Mid-Con, Rockies, Gulf Coast, Bakken and Permian Basin. J‑W Power also owns and operates specialized manufacturing facilities that support its internal compression requirements and those of third‑party customers.
The J-W Power Acquisition was recorded using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of acquired assets requires management’s judgment and the utilization of a third-party valuation specialist and involves the use of significant estimates and assumptions. Pursuant to the acquisition method of accounting, the results of operations of J-W Power and J-W Energy prior to the J-W Acquisition Date are not included in the accompanying unaudited condensed consolidated financial statements.
As of the date these consolidated financial statements were issued, management and the third-party valuation specialist continue to evaluate certain assumptions, which could result in a change to the allocation of the fair value between line items on
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the consolidated balance sheet, potentially impacting goodwill. The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed (in thousands):
| At January 12, 2026 | |||||
| Total current assets | $ | ||||
| Property and equipment, net | |||||
| Lease right-of-use assets, net | |||||
Intangible assets, net (1) | |||||
| Other long-term assets, net | |||||
Goodwill (2) | |||||
| Total assets | |||||
| Total current liabilities | |||||
| Non-current operating lease liabilities | |||||
| Deferred income taxes | |||||
| Total liabilities | |||||
| Total consideration | $ | ||||
| Cash acquired | |||||
| Total consideration, net of cash acquired | $ | ||||
(1)Intangible assets, net is comprised 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. None of the goodwill recorded as a result of this transaction is deductible for tax purposes.
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, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenues | $ | $ | |||||||||
| Net income | |||||||||||
The pro forma consolidated results of operations include adjustments to:
•include the results of J-W Power and J-W Energy for all periods presented;
•include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting;
•include incremental interest expense related to financing the transaction;
•adjust for one-time expenses; and
•adjust for relative changes in ownership resulting from the acquisition.
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.
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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.
(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 months ended March 31, 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. 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, 2025, filed on February 17, 2026.
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on net income or total partners’ capital.
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.
We maintain deposits primarily in one financial institution, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). We have not experienced any losses related to amounts in excess of FDIC limits.
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.
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 other companies within their industry.
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Inventories
Inventories consist of spare parts, raw materials, work in process, and finished goods used for fabrication or maintenance of compression units. All inventories are stated at the lower of cost or net realizable value. Spare parts inventories used in the maintenance of compression units are determined using the weighted-average cost method, while all other inventories used in the fabrication process are determined using the standard cost method.
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 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.
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 months ended March 31, 2026 and 2025.
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 3 to 25 years.
Goodwill
Goodwill represents consideration paid in excess of the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized, but is reviewed for impairment annually based on the carrying values as of October 1, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may not be recovered.
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 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.
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Unit-Based Compensation
Our unit-based compensation awards include phantom units, restricted units, and cash restricted units. The fair values of phantom and cash restricted units granted to employees are estimated at the end of each reporting period and are accounted for as liabilities. The fair value of phantom units granted to directors and restricted units are determined at grant date and amortized using the straight-line method over the vesting period.
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”), and the subsidiaries we acquired in the J-W Power Acquisition are corporations for U.S. federal and state income tax purposes and any resulting tax impacts attributable to these subsidiaries are included within our unaudited condensed consolidated financial statements.
The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.
The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our consolidated financial statements only after determining a more likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes.
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 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. 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.
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| March 31, 2026 | December 31, 2025 | ||||||||||
| Senior Notes 2029, aggregate principal | $ | $ | |||||||||
| Fair value of Senior Notes 2029 | |||||||||||
| Senior Notes 2033, aggregate principal | |||||||||||
| Fair Value of Senior Notes 2033 | |||||||||||
Operating Segment
(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.
(4) Inventories
Components of inventories consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
Spare parts (1) | $ | $ | |||||||||
| Raw materials | |||||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
(1)As of January 1, 2026, we reclassified $62.7 million of serialized inventory to fixed assets. The intended use of these assets changed from sale to third party to internal use for fixed assets.
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(5) Property and Equipment and Identifiable Intangible Assets
Property and Equipment
Property and equipment consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
Compression and treating equipment (1) | $ | $ | |||||||||
| Automobiles and vehicles | |||||||||||
| Computer and other equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Buildings | |||||||||||
| Furniture and fixtures | |||||||||||
| Land | |||||||||||
| Total property and equipment, gross | |||||||||||
| Less: accumulated depreciation and amortization | ( | ( | |||||||||
| Total property and equipment, net | $ | $ | |||||||||
(1)As of January 1, 2026, we reclassified $62.7 million of serialized inventory to fixed assets. The intended use of these assets changed from sale to third party to internal use for fixed assets. Once the serialized inventory is placed into service, depreciation will commence in line with overhauls and major improvements that increase the value or extend the life of compression equipment which are capitalized and depreciated over to five years .
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows:
| Compression and treating equipment, acquired new | |||||
| Compression and treating equipment, acquired used | |||||
| Furniture and fixtures | |||||
Vehicles and computer equipment | |||||
Buildings | 5 - | ||||
Leasehold improvements | 5 - | ||||
Depreciation expense on property and equipment and loss (gain) on disposition of assets were as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Depreciation expense | $ | $ | |||||||||
| (Gain) loss on disposition of assets | ( | ||||||||||
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.
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.
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Identifiable Intangible Assets
Identifiable intangible assets, net consisted of the following (in thousands):
| Customer Relationships | Trade Names | Total | |||||||||||||||
| Net balance as of December 31, 2025 | $ | $ | $ | ||||||||||||||
| J-W Power Acquisition | |||||||||||||||||
| Amortization expense | ( | ( | ( | ||||||||||||||
| Net balance as of March 31, 2026 | $ | $ | $ | ||||||||||||||
Accumulated amortization of intangible assets was $371.5 million and $363.8 million as of March 31, 2026 and December 31, 2025, respectively.
(6) Accrued Liabilities
Components of accrued liabilities included the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Accrued interest expense | $ | $ | |||||||||
| Accrued unit-based compensation liability | |||||||||||
| Accrued capital expenditures | |||||||||||
| Accrued payroll and benefits | |||||||||||
(7) Income Tax Expense
The Partnership is generally not subject to federal and most state and local income taxes. During the first quarter of 2026, the Partnership acquired the stock of J-W Power, a corporate entity that is subject to federal, state, and local income taxes. 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.
(8) Debt Obligations
Our debt obligations, of which there is no current portion, consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Senior Notes 2029, aggregate principal | $ | $ | |||||||||
| Senior Notes 2033, aggregate principal | |||||||||||
| Less: deferred financing costs, net of amortization | ( | ( | |||||||||
| Total senior notes, net | |||||||||||
| Revolving credit facility | |||||||||||
| Total long-term debt, net | $ | $ | |||||||||
Revolving Credit Facility
On August 27, 2025, the Partnership amended and restated its existing credit agreement by entering into the Credit Agreement. The Credit Agreement matures on August 27, 2030, except that if more than $50.0 million of the Senior Notes 2029 are outstanding on December 14, 2028, the Credit Agreement will mature on December 14, 2028.
The Credit Agreement provides for an asset-based revolving credit facility to be made available for the Partnership in an aggregate amount of up to $1.75 billion (subject to availability under our borrowing base), with a further potential increase of up to an additional $300 million. The Partnership’s obligations under the Credit Agreement are guaranteed by the guarantors party to the Credit Agreement, which currently consist of all the Partnership’s existing subsidiaries. In addition, under the Credit Agreement the Partnership’s Secured Obligations (as defined therein) are secured by: (1) substantially all of the
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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 (2) all of the equity interests of the Partnership’s U.S. restricted subsidiaries (subject to customary exceptions).
Borrowings under the Credit Agreement will bear interest at a per annum interest rate equal to, at the Partnership’s option, either the Alternate Base Rate, one-month SOFR (which shall only be available for swingline loans made under the Credit Agreement), Daily Simple SOFR or SOFR plus, in each case, the applicable margin. “Alternate Base Rate” means the greatest of (1) the prime rate, (2) the federal funds effective rate plus 0.50 % and (3) one-month SOFR rate plus 1.00 %. The applicable margin for borrowings varies (a) in the case of Daily Simple SOFR and SOFR loans, from 1.75 % to 2.50 % per annum and (b) in the case of Alternate Base Rate loans and one-month SOFR loans, from 0.75 % to 1.50 % per annum, and will be determined based on a total leverage ratio pricing grid. In addition, the Partnership is required to pay commitment fees based on the daily unused amount under the facility in an amount per annum equal to 0.25 %. Amounts borrowed and repaid under the Credit Agreement may be re-borrowed, subject to borrowing base availability.
The Credit Agreement permits us to make distributions of available cash to unitholders so long as (i) no default under the Credit Agreement 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 Credit Agreement’s financial covenants; and (iii) immediately prior to and after giving effect to such distribution, we have availability under the facility of at least $100 million. In addition, the Credit Agreement contains various covenants that may limit, among other things, our ability to (subject to exceptions):
•grant liens;
•make certain loans or investments;
•incur additional indebtedness or guarantee other indebtedness;
•enter into transactions with affiliates;
•merge or consolidate;
•sell our assets; and
•make certain acquisitions.
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
•a 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 not greater than 5.50 to 1.00 or less than 0.00 to 1.00.
If a default exists under the Credit Agreement, the lenders will be able to accelerate the maturity on the amount then outstanding and exercise other rights and remedies. 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.
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.
In connection with entering into the Credit Agreement, we paid certain upfront fees and arrangement fees to the arrangers, syndication agents and senior managing agents of the Credit Agreement in the amount of $7.9 million during the year ended December 31, 2025. 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 %,
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and our weighted-average interest rate under the Credit Agreement as of March 31, 2026, was 5.66 %. We pay an annualized commitment fee of 0.25 % on the unused portion of the aggregate commitment.
Senior Notes 2033
On September 24, 2025, the Partnership and Finance Corp co-issued the Senior Notes 2033, a $750.0 million aggregate principal amount of senior notes that will mature on October 1, 2033. The Senior Notes 2033 accrue interest at the rate of 6.250 % per year. Interest on the Senior Notes 2033 is payable semi-annually in arrears on each of April 1 and October 1, commencing on April 1, 2026.
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.
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”). The Senior Notes 2033 and the 2033 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 2033 and the 2033 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 2033.
Senior Notes 2029
On March 18, 2024, the Partnership and Finance Corp co-issued the Senior Notes 2029, a $1.00 billion aggregate principal amount of senior notes that will mature on March 15, 2029. The Senior Notes 2029 accrue interest 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.
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.
The Senior Notes 2029 are fully and unconditionally guaranteed (the “2029 Guarantees”), jointly and severally, on a senior unsecured basis by 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 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.
(9) Preferred Units
The Preferred Units had a face value of $1,000 and ranked senior to our common units with respect to distributions and liquidation rights. 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”). As of December 31, 2025, all of the Preferred Units had been converted to our common units.
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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 7, 2025 | $ | |||||||
| May 9, 2025 | ||||||||
| August 8, 2025 | ||||||||
| November 7, 2025 | ||||||||
Total 2025 distributions | $ | |||||||
(10) Partners’ Capital (Deficit)
Common Units
The changes in common units outstanding were as follows:
| Common Units Outstanding | |||||
| Number of common units outstanding, December 31, 2025 | |||||
| J-W Power Acquisition | |||||
| Issuance of common units under the DRIP | |||||
| Number of common units outstanding, March 31, 2026 | |||||
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.
Cash Distributions
We have declared and paid per-unit quarterly distributions to our limited partner unitholders of record, including DER payments to holders of our phantom and restricted 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 and Restricted Unitholders | Total Distribution | ||||||||||||||||||||||
| February 7, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| May 9, 2025 | ||||||||||||||||||||||||||
| August 8, 2025 | ||||||||||||||||||||||||||
| November 7, 2025 | ||||||||||||||||||||||||||
Total 2025 distributions | $ | $ | $ | $ | ||||||||||||||||||||||
| February 6, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
Total 2026 distributions | $ | $ | $ | $ | ||||||||||||||||||||||
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.
DRIP
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.
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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. 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.
(11) Revenue Recognition
Disaggregation of Revenue
The following table disaggregates our revenue by type of service (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Contract operations revenue | $ | $ | |||||||||
| Retail parts and services revenue | |||||||||||
| Total revenues | $ | $ | |||||||||
The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Services provided over time: | |||||||||||
| Primary term | $ | $ | |||||||||
| Month-to-month | |||||||||||
| Total services provided over time | |||||||||||
| Services provided or goods transferred at a point in time | |||||||||||
| Total revenues | $ | $ | |||||||||
Contract Balances with Customers
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.
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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 | March 31, 2026 | December 31, 2025 | |||||||||||||||
Current (1) | Deferred revenue | $ | $ | ||||||||||||||
| Noncurrent | Other liabilities | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
________________________________
(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.
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. We expect to recognize these remaining performance obligations as follows (in thousands):
2026 (remainder) | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||||||||||||
| Remaining performance obligations | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(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.
Under our Partnership Agreement, our General Partner does not receive a management fee or other compensation for its role as our general partner. However, our General Partner is reimbursed for expenses incurred on our behalf. These expenses include costs allocable to us under the shared services model with Energy Transfer, as well as all other expenses necessary or appropriate to the conduct of our business that are allocable to us, as provided for in our Partnership Agreement. There is no cap on the amount that may be paid or reimbursed to our General Partner.
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, | |||||||||||
| 2026 | 2025 | ||||||||||
| Related-party revenues | $ | $ | |||||||||
| Expense reimbursement | |||||||||||
| Losses on disposition of assets | |||||||||||
Balances with related parties from those entities affiliated with Energy Transfer on our unaudited condensed consolidated balance sheets were as follows (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Related-party receivables | $ | $ | |||||||||
| Related-party payables | |||||||||||
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.
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.
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(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
(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 federal, state, and local 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 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.
On April 13, 2026, we settled and closed the IRS’ examination of our U.S. federal income tax returns for the years 2019 and 2020. The impact of the settlement is reflected in the Partnership’s financial statements, and it is not necessary for the Partnership to issue revised information statements to unitholders as a result of the settlement.
(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 $83.9 159.9 million, of which $106.9 million is expected to be settled within the next 12 months.
(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) Reportable Segments
We manage our business through one
The accounting policies of the compression services segment are the same as those described in the summary of significant accounting policies. We do not have intra-entity sales or transfers.
Our chief operating decision maker (“CODM”) is the Chief Executive Officer.
The CODM assesses segment performance and allocates resources based on consolidated net income, a GAAP measure, and Adjusted EBITDA, a non-GAAP measure. Although we use Adjusted EBITDA to assess segment performance and allocate resources, our primary measure is consolidated net income. 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 this information to allocate future operating and capital expenditures. The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets.
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(15) Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires disclosure of specified information about certain costs and expenses in the notes to the consolidated financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 is to be applied on a prospective basis, with retrospective application permitted. We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements and related disclosures.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements.” All statements other than statements of historical fact contained in this report are forward-looking statements, including, without limitation, statements regarding our plans, strategies, prospects, and expectations concerning our business, results of operations, and financial condition. Many of these statements can be identified by words such as “believe,” “expect,” “intend,” “project,” “anticipate,” “estimate,” “continue,” “if,” “outlook,” “will,” “could,” “should,” or similar words or the negatives thereof.
Known material factors that could cause our actual results to differ from those represented within these forward-looking statements are described in Part I, Item 1A “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2025, filed on February 17, 2026 (our “2025 Annual Report”), as well as our subsequent filings with the SEC. Important factors that could cause our actual results to differ materially from the expectations reflected in these forward-looking statements include, among other things:
•changes in economic conditions of the crude oil and natural gas industries, including any impact from the ongoing military conflict involving Russia and Ukraine or the conflict in the Middle East;
•changes in general economic conditions, including inflation, supply chain disruptions, trade tensions or tariff impacts;
•changes in the long-term supply of and demand for crude oil and natural gas;
•our ability to realize the anticipated benefits of the J-W Power Acquisition (as defined below) and to integrate the acquired assets with our existing fleet and operations;
•competitive conditions in our industry, including competition for employees in a tight labor market;
•changes in the availability and cost of capital, including changes to interest rates;
•renegotiation of material terms of customer contracts;
•actions taken by our customers, competitors, and third-party operators;
•operating hazards, natural disasters, epidemics, pandemics, weather-related impacts, casualty losses, and other matters beyond our control;
•the deterioration of the financial condition of our customers, which may result in the initiation of bankruptcy proceedings with respect to certain customers;
•the restrictions on our business that are imposed under our long-term debt agreements;
•information technology risks including the risk from cyberattacks, cybersecurity breaches, and other disruptions to our information systems;
•our ability to realize the anticipated benefits of the shared services integration with Energy Transfer;
•the effects of existing and future laws and governmental regulations; and
•the effects of future litigation.
New factors emerge from time to time, and it is not possible for us to predict or anticipate all factors that could affect results reflected in the forward-looking statements contained herein. Should one or more of the risks or uncertainties described in this Quarterly Report on Form 10-Q occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements included in this report are based on information available to us as of the date of this report and speak only as of the date of this report. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
Overview
USA Compression Partners, LP (the “Partnership”) is a Delaware limited partnership that operates as one of the nation’s largest independent providers of natural gas compression services in terms of total compression fleet horsepower. We are managed by our general partner, USA Compression GP, LLC (the “General Partner”), which is wholly owned by Energy
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Transfer. All references in this section to the Partnership, as well as the terms “our,” “we,” “us,” and “its” refer to USA Compression Partners, LP, together with its consolidated subsidiaries, unless the context otherwise requires or where otherwise indicated.
Recent Developments
On January 12, 2026 (the “J-W Acquisition Date”), the Partnership and USA Compression Partners, LLC, a wholly owned subsidiary of the Partnership, completed the acquisition of J-W Energy Company (“J-W Energy”) and its subsidiary, J-W Power Company (“J-W Power”), pursuant to which USA Compression Partners, LLC purchased all of the issued and outstanding capital stock of J-W Energy from Westerman, Ltd. (the “J-W Power Acquisition”). The J-W Power Acquisition had an initial purchase price of $860 million, which after accounting for our common unit price and certain purchase price adjustments, resulted in an aggregate payment of approximately $911.6 million, consisting of (i) approximately $455.0 million in cash and (ii) 18,175,323 common units in the Partnership, which had a fair value of approximately $456.6 million on the J-W Acquisition Date, subject to customary post-closing price adjustments. Upon consummation of the J-W Power Acquisition, J-W Power and J-W Energy became consolidated subsidiaries of the Partnership.
The J-W Power Acquisition added approximately 0.8 million active horsepower and 1.0 million total horsepower to our fleet across key regions including the Northeast, Mid-Con, Rockies, Gulf Coast, Bakken and Permian Basin. J-W Power also owns and operates specialized manufacturing facilities that support its internal compression requirements and those of third-party customers.
The results of operations of J-W Power and J-W Energy subsequent to the J-W Acquisition Date are reflected in our financial results of operations for the three months ended March 31, 2026.
Operating Highlights
The following table summarizes certain horsepower and horsepower-utilization percentages for the periods presented and excludes certain gas-treating assets for which horsepower is not a relevant metric.
| Three Months Ended March 31, | Increase (Decrease) | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
Fleet horsepower (at period end) (1) | 4,930,737 | 3,859,920 | 27.7 | % | |||||||||||||
Total available horsepower (at period end) (2) | 5,012,892 | 3,885,560 | 29.0 | % | |||||||||||||
Revenue-generating horsepower (at period end) (3) | 4,439,968 | 3,559,624 | 24.7 | % | |||||||||||||
Average revenue-generating horsepower (4) | 4,438,366 | 3,557,164 | 24.8 | % | |||||||||||||
Average revenue per revenue-generating horsepower per month (5) | $ | 22.73 | $ | 21.06 | 7.9 | % | |||||||||||
| Revenue-generating compression units (at period end) | 6,430 | 4,213 | 52.6 | % | |||||||||||||
Average horsepower per revenue-generating compression unit (6) | 694 | 841 | (17.5) | % | |||||||||||||
Horsepower utilization (7): | |||||||||||||||||
| At period end | 92.0 | % | 94.4 | % | (2.4) | % | |||||||||||
Average for the period (8) | 91.9 | % | 94.4 | % | (2.5) | % | |||||||||||
________________________________
(1)Fleet horsepower is horsepower for compression units that have been delivered to us and excludes 14,985 and 13,210 of non-marketable horsepower as of March 31, 2026 and 2025, respectively. As of March 31, 2026, we had 61,350 large horsepower on order for delivery, all of which is expected to be delivered within the next 12 months.
(2)Total available horsepower is revenue-generating horsepower under contract for which we are billing a customer, horsepower in our fleet that is under contract but is not yet generating revenue, horsepower not yet in our fleet that is under contract but not yet generating revenue and that is expected to be delivered, and idle horsepower. Total available horsepower excludes new horsepower expected to be delivered for which we do not have an executed compression services contract.
(3)Revenue-generating horsepower is horsepower under contract for which we are billing a customer.
(4)Calculated as the average of the month-end revenue-generating horsepower for each of the months in the period.
(5)Calculated as the average of the result of dividing the contractual monthly rate, excluding standby or other temporary rates, for all units at the end of each month in the period by the sum of the revenue-generating horsepower at the end of each month in the period.
(6)Calculated as the average of the month-end revenue-generating horsepower per revenue-generating compression unit for each of the months in the period.
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(7)Horsepower utilization is calculated as (i) the sum of (a) revenue-generating horsepower, (b) horsepower in our fleet that is under contract but is not yet generating revenue, and (c) horsepower not yet in our fleet that is under contract but not yet generating revenue and that is expected to be delivered, divided by (ii) total available horsepower less idle horsepower that is under repair. Horsepower utilization based on revenue-generating horsepower and fleet horsepower as of March 31, 2026 and 2025, was 90.0% and 92.2%, respectively.
(8)Calculated as the average utilization for the months in the period based on utilization at the end of each month in the period. Average horsepower utilization based on revenue-generating horsepower and fleet horsepower for the three months ended March 31, 2026 and 2025, was 90.2% and 91.9%, respectively.
The 7.9% increase in average revenue per revenue-generating horsepower per month for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to the addition of higher revenue per-revenue generating horsepower acquired in the J-W Power Acquisition, which contributed 4.7% of the increase. An additional 3.2% increase is attributable to higher market-based rates on newly deployed and redeployed compression units, and CPI-based and other market-based price increases on existing customer contracts that occur as market conditions permit.
The 52.6% increase in revenue-generating compression units, 24.8% increase in average revenue-generating horsepower, and 24.7% increase in revenue-generating horsepower for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to the acquisition of approximately 2,070 revenue-generating compression units in the J-W Power Acquisition, with an additional increase due to the deployment of new and redeployment of previously idle compression units.
The 27.7% increase in fleet horsepower and 29.0% increase in total available horsepower for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to the acquisition of approximately 1.0 million total horsepower in the J-W Power Acquisition.
The 17.5% decrease in average horsepower per revenue-generating compression unit for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to the inclusion of a higher proportion of mid-size horsepower compression units from the J-W Power Acquisition.
The decreases in horsepower utilization and horsepower utilization based on revenue-generating horsepower and fleet horsepower were due to the J-W Power Acquisition.
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Financial Results of Operations
Three months ended March 31, 2026, compared to the three months ended March 31, 2025
The following table summarizes our results of operations for the periods presented (dollars in thousands):
| Three Months Ended March 31, | Increase (Decrease) | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Revenues: | |||||||||||||||||
| Contract operations | $ | 293,509 | $ | 224,975 | 30.5 | % | |||||||||||
| Parts and service | 21,871 | 5,094 | 329.3 | % | |||||||||||||
| Related party | 15,895 | 15,165 | 4.8 | % | |||||||||||||
| Total revenues | 331,275 | 245,234 | 35.1 | % | |||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of operations, exclusive of depreciation and amortization | 117,902 | 81,618 | 44.5 | % | |||||||||||||
| Depreciation and amortization | 87,146 | 70,393 | 23.8 | % | |||||||||||||
| Selling, general, and administrative | 35,357 | 18,862 | 87.5 | % | |||||||||||||
| (Gain) loss on disposition of assets | (545) | 1,325 | * | ||||||||||||||
| Impairment of assets | 4 | 3,645 | * | ||||||||||||||
| Total costs and expenses | 239,864 | 175,843 | 36.4 | % | |||||||||||||
| Operating income | 91,411 | 69,391 | 31.7 | % | |||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense, net | (48,966) | (47,369) | 3.4 | % | |||||||||||||
| Loss on extinguishment of debt | (1) | — | * | ||||||||||||||
| Other | 20 | 25 | (20.0) | % | |||||||||||||
| Total other expense | (48,947) | (47,344) | 3.4 | % | |||||||||||||
| Net income before income tax expense | 42,464 | 22,047 | 92.6 | % | |||||||||||||
| Income tax expense | 4,122 | 1,535 | 168.5 | % | |||||||||||||
| Net income | $ | 38,342 | $ | 20,512 | 86.9 | % | |||||||||||
________________________________
*Not meaningful
Contract operations revenue. The $68.5 million increase in contract operations revenue for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to a $60.3 million increase due to the J-W Power Acquisition with the remaining increase attributable to (i) an increase in average revenue per revenue-generating horsepower per month, which resulted from higher market-based rates on newly deployed and redeployed compression units and CPI-based and other market-based price increases on existing customer contracts that occur as market conditions permit and (ii) an increase in average revenue-generating horsepower as a result of increased demand for our services, consistent with an overall increase in natural gas produced within the U.S.
Average revenue per revenue-generating horsepower per month associated with our compression services provided on a month-to-month basis did not differ significantly from the average revenue per revenue-generating horsepower per month associated with our compression services provided under contracts in their primary term during the period.
Parts and service revenue. The $16.8 million increase in parts and service revenue for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was due to the additional revenue generated by the J-W Power Acquisition, including $11.7 million attributable to parts and service revenue earned on maintenance work performed on customer-owned equipment and $8.1 million attributable to manufacturing sales.
Related-party revenue. Related-party revenue was earned through related-party transactions that occur in the ordinary course of business with various affiliated entities of Energy Transfer. Related-party revenue for the three months ended March 31, 2026 was consistent with the three months ended March 31, 2025.
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Cost of operations, exclusive of depreciation and amortization. The $36.3 million increase in cost of operations, exclusive of depreciation and amortization, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to (i) a $40.1 million increase attributable to the J-W Power Acquisition, partially offset by (ii) a $1.4 million decrease in fluids expense and (iii) a $2.4 million decrease in part consumption.
Depreciation and amortization expense. The $16.8 million increase in depreciation and amortization expense for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to (i) a $13.5 million increase resulting from the J-W Power Acquisition, and (ii) overhauls and major improvements to compression units.
Selling, general, and administrative expense. The $16.5 million increase in selling, general, and administrative expense for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to (i) a $10.4 million increase related to the J-W Power Acquisition, (ii) a $3.8 million increase in transaction expenses related to the J-W Power Acquisition, and (iii) a $2.1 million increase in outside services and professional fees.
Impairment of assets. The $4 thousand and $3.6 million impairment of assets for the three months ended March 31, 2026 and 2025, respectively, primarily resulted from our evaluation of the future deployment of our idle fleet under current market conditions. The primary circumstances supporting this impairment 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.
As a result of our evaluation during the three months ended March 31, 2026 and 2025, we retired one and 17 compression units, respectively, with approximately 335 and 10,200 of aggregate horsepower, respectively, that were previously used to provide compression services in our business.
Interest expense, net. The $2 million increase in interest expense, net for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to higher aggregate borrowings, offset by lower weighted-average interest rates under the Credit Agreement and our senior notes.
Income tax expense. The $2.6 million increase in income tax expense for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was related to additional taxes attributable to the J-W Power Acquisition. For additional information on income tax expense, see Note 7 to our unaudited condensed consolidated financial statements in Part I, Item 1 “Financial Statements” of this report for additional information.
Other Financial Data
The following table summarizes other financial data for the periods presented (dollars in thousands):
| Other Financial Data (1): | Three Months Ended March 31, | Increase (Decrease) | ||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Gross margin | $ | 126,227 | $ | 93,223 | 35.4 | % | ||||||||||||||
| Adjusted gross margin | $ | 213,373 | $ | 163,616 | 30.4 | % | ||||||||||||||
Adjusted gross margin percentage (2) | 64.4 | % | 66.7 | % | (2.3) | % | ||||||||||||||
| Adjusted EBITDA | $ | 188,587 | $ | 149,514 | 26.1 | % | ||||||||||||||
Adjusted EBITDA percentage (2) | 56.9 | % | 61.0 | % | (4.1) | % | ||||||||||||||
| DCF | $ | 130,793 | $ | 88,695 | 47.5 | % | ||||||||||||||
| DCF Coverage Ratio | 1.72 | x | 1.44 | x | 19.4 | % | ||||||||||||||
________________________________
(1)Adjusted gross margin, Adjusted EBITDA, Distributable Cash Flow (“DCF”), and DCF Coverage Ratio are all non-GAAP financial measures. Definitions of each measure, as well as reconciliations of each measure to its most directly comparable financial measure(s) calculated and presented in accordance with GAAP, can be found below under the caption “Non-GAAP Financial Measures”.
(2)Adjusted gross margin percentage and Adjusted EBITDA percentage are calculated as a percentage of revenue.
Gross margin. The $33.0 million increase in gross margin for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was due to (i) an $86.0 million increase in revenues, partially offset by (ii) a $36.3 million increase in cost of operations, exclusive of depreciation and amortization, and (iii) a $16.8 million increase in depreciation and amortization.
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Adjusted gross margin. The $49.8 million increase in Adjusted gross margin for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was due to an $86.0 million increase in revenues offset by a $36.3 million increase in cost of operations, exclusive of depreciation and amortization.
Adjusted EBITDA. The $39.1 million increase in Adjusted EBITDA for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to a $49.8 million increase in Adjusted gross margin, offset by a $12.7 million increase in selling, general, and administrative expenses, excluding unit-based compensation expense, transaction expenses, amortization of capitalized SaaS implementation costs, and severance charges and other employee costs.
DCF. The $42.1 million increase in DCF for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to (i) a $39.1 million increase in Adjusted EBITDA, (ii) a $4.4 million decrease in distributions on Preferred Units due to the conversion of the remaining Preferred Units into common units, and (iii) a $1.6 million decrease in maintenance capital expenditures, offset by (iv) a $2.0 million increase in cash interest expense, net.
DCF Coverage Ratio. The increase in DCF Coverage Ratio for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was due to the increase in DCF for the period offset by increased common unitholder distributions primarily due to (i) the conversion of the remaining Preferred Units into common units and (ii) the issuance of 18,175,323 common units pursuant to the J-W Power Acquisition.
Liquidity and Capital Resources
Overview
We operate in a capital-intensive industry, and our primary liquidity needs include financing the purchase of additional compression units, making other capital expenditures, servicing our debt, funding working capital, and paying cash distributions on our outstanding common equity. Our principal sources of liquidity include cash generated by operating activities, borrowings under the Credit Agreement, and issuances of debt and equity securities, including common units under the DRIP.
We believe cash generated by operating activities and, where necessary, borrowings under the Credit Agreement will be sufficient to service our debt, fund working capital, fund our estimated expansion capital expenditures, fund our maintenance capital expenditures, and pay distributions to our unitholders for the next 12 months.
Because we distribute all of our available cash, which excludes prudent operating reserves, we expect to fund any future expansion capital expenditures or acquisitions primarily with capital from external financing sources, such as borrowings under the Credit Agreement and issuances of debt and equity securities, including under the DRIP.
Capital Expenditures
The compression services business is capital intensive, requiring significant investment to maintain, expand, and upgrade existing operations. Our capital requirements primarily have consisted of, and we anticipate that our capital requirements will continue primarily to consist of, the following:
•maintenance capital expenditures, which are capital expenditures made to maintain the operating capacity of our assets and extend their useful lives, to replace partially or fully depreciated assets, or other capital expenditures that are incurred in maintaining our existing business and related operating income; and
•expansion capital expenditures, which are capital expenditures made to expand the operating capacity or operating-income capacity of assets, including by acquisition of compression units or through modification of existing compression units to increase their capacity, or to replace certain partially or fully depreciated assets that at the time of replacement were not generating operating income.
We classify capital expenditures as maintenance or expansion on an individual-asset basis. Over the long term, we expect that our maintenance capital expenditure requirements will continue to increase as the overall size and age of our fleet increases. Our aggregate maintenance capital expenditures for the three months ended March 31, 2026 and 2025, were $9.2 million and $10.9 million, respectively. We currently plan to spend between $60.0 million and $70.0 million in maintenance capital expenditures for the year 2026, including parts consumed from inventory.
Without giving effect to any equipment that we may acquire pursuant to any future acquisitions, we currently plan to spend between $230.0 million and $250.0 million in expansion capital expenditures for the year 2026. Our expansion capital expenditures for the three months ended March 31, 2026 and 2025, were $26.4 million and $22.2 million, respectively.
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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.
As of March 31, 2026, other commitments include operating and finance lease payments totaling $27.4 million, of which we expect to make payments of $6.6 million in the next twelve months.
During the first quarter of 2026, the Partnership reclassified $62.7 million of heavy equipment inventory, such as engines, compressor frames, coolers, and cylinders, from inventory to fixed assets. The intended use of the assets changed from sale to third parties to internal use for fixed assets.
Cash Flows
The following table summarizes our sources and uses of cash for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 86,103 | $ | 54,651 | |||||||
| Net cash used in investing activities | (467,892) | (18,041) | |||||||||
| Net cash provided by (used in) financing activities | 387,747 | (36,622) | |||||||||
Net cash provided by operating activities. The $31.5 million increase in net cash provided by operating activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to (i) a $30.7 million increase in net income excluding non-cash charges and (ii) a $22.8 million decrease in interest payments, partially offset by (iii) a $19.2 million increase in working capital and (iv) a $3.2 million increase in inventory purchases.
Net cash used in investing activities. The $449.9 million increase in net cash used in investing activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily due to (i) $444.4 million in cash paid, net of cash acquired, in connection with the J-W Power Acquisition and (ii) a $5.9 million increase in capital expenditures for purchases of new compression units, overhauls and major improvements, and purchases of other equipment.
Net cash provided by (used in) financing activities. The $424.4 million increase in net cash provided by financing activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily was due to (i) a $422.7 million increase in net borrowings under the Credit Agreement, which was primarily used for the J-W Power Acquisition, (ii) a $4.4 million decrease in Preferred Unit distributions, and (iii) a $2.2 million decrease in cash paid related to the net settlement of unit-based awards, partially offset by (iv) a $4.5 million increase in common unit distributions, and (v) a $0.2 million increase in deferred financing costs.
Revolving Credit Facility
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. As of March 31, 2026, we were in compliance with all of our covenants under the Credit Agreement.
As of May 1, 2026, we had outstanding borrowings under the Credit Agreement of $1.22 billion and outstanding letters of credit of $2.0 million.
On August 27, 2025, the Partnership amended and restated its existing credit agreement by entering into the Credit Agreement. The Credit Agreement matures on August 27, 2030, except that if more than $50.0 million of the Senior Notes 2029 are outstanding on December 14, 2028, the Credit Agreement will mature on December 14, 2028.
The Credit Agreement provides for an asset-based revolving credit facility to be made available to the Partnership in an aggregate amount of up to $1.75 billion (subject to availability under our borrowing base), with a further potential increase of up to $300 million.
Borrowings under the Credit Agreement will bear interest at a per annum interest rate equal to, at the Partnership’s option, either the Alternate Base Rate, one-month SOFR (which shall only be available for swingline loans made under the Credit Agreement), Daily Simple SOFR or SOFR plus, in each case, the applicable margin. “Alternate Base Rate” means the greatest
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of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% and (iii) one-month SOFR rate plus 1.00%. The applicable margin for borrowings varies (a) in the case of Daily Simple SOFR and SOFR loans, from 1.75% to 2.50% per annum and (b) in the case of Alternate Base Rate loans and one-month SOFR loans, from 0.75% to 1.50% per annum, and will be determined based on a total leverage ratio pricing grid. In addition, the Partnership is required to pay commitment fees based on the daily unused amount of the Credit Agreement in an amount per annum equal to 0.25%. Amounts borrowed and repaid under the Credit Agreement may be re-borrowed, subject to borrowing base availability.
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
•a 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 not greater than 5.50 to 1.00 or less than 0.00 to 1.00.
For purposes of the above covenants, EBITDA is calculated as set forth in the Credit Agreement. For a more detailed description of the Credit Agreement, see Note 8 to our unaudited condensed consolidated financial statements in Part I, Item 1 “Financial Statements” of this report and Note 10 to the consolidated financial statements in Part II, Item 8 “Financial Statements and Supplementary Data” included in our 2025 Annual Report.
Senior Notes
As of March 31, 2026, we had $1.0 billion and $750.0 million aggregate principal amount outstanding on our Senior Notes 2029 and Senior Notes 2033, respectively.
The Senior Notes 2029 are due on March 15, 2029, and accrue interest 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.
The Senior Notes 2033 are due on October 1, 2033, and accrue interest at the rate of 6.250% per year. Interest on the Senior Notes 2033 is payable semi-annually in arrears on each of April 1 and October 1, commencing on April 1, 2026.
For more detailed descriptions of the Senior Notes 2029 and Senior Notes 2033, see Note 8 to our unaudited condensed consolidated financial statements in Part I, Item 1 “Financial Statements” of this report and Note 10 to the consolidated financial statements in Part II, Item 8 “Financial Statements and Supplementary Data” included in our 2025 Annual Report.
DRIP
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. Such distributions are treated as non-cash transactions in the accompanying unaudited condensed consolidated statements of cash flows included under Part I, Item 1 “Financial Statements” of this report.
Non-GAAP Financial Measures
Adjusted Gross Margin
Adjusted gross margin is a non-GAAP financial measure. We define Adjusted gross margin as revenue less cost of operations, exclusive of depreciation and amortization expense. We believe Adjusted gross margin is useful to investors as a supplemental measure of our operating profitability. Management uses adjusted gross margin to assess operating performance as compared to historical results, budget and forecast amounts, expected return on capital investment, and our competitors. Adjusted gross margin primarily is impacted by the pricing trends for service operations and cost of operations, including labor rates for service technicians, volume, and per-unit costs for lubricant oils, quantity and pricing of routine preventative maintenance on compression units, and property tax rates on compression units. Adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin or any other measure presented in accordance with GAAP. Moreover, our Adjusted gross margin, as presented, may not be comparable to similarly titled measures of other companies. Because we capitalize assets, depreciation and amortization of equipment is a necessary element of our cost structure. To compensate for the limitations of Adjusted gross margin as a measure of our performance, we believe it is important to consider gross margin determined under GAAP, as well as Adjusted gross margin, to evaluate our operating profitability.
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The following table reconciles Adjusted gross margin to gross margin, its most directly comparable GAAP financial measure, for each of the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Total revenues | $ | 331,275 | $ | 245,234 | |||||||
| Cost of operations, exclusive of depreciation and amortization | (117,902) | (81,618) | |||||||||
| Depreciation and amortization | (87,146) | (70,393) | |||||||||
| Gross margin | $ | 126,227 | $ | 93,223 | |||||||
| Depreciation and amortization | 87,146 | 70,393 | |||||||||
| Adjusted gross margin | $ | 213,373 | $ | 163,616 | |||||||
Adjusted EBITDA
We define EBITDA as net income (loss) before net interest expense, depreciation and amortization expense, and income tax expense (benefit). We define Adjusted EBITDA as EBITDA plus impairment of assets, impairment of goodwill, interest income on capital leases, unit-based compensation expense (benefit), severance charges and other employee costs, certain transaction expenses, loss (gain) on disposition of assets, loss on extinguishment of debt, loss (gain) on derivative instrument, amortization of capitalized SaaS implementation costs, and other. We view Adjusted EBITDA as one of management’s primary tools for evaluating our results of operations, and we track this item on a monthly basis as an absolute amount and as a percentage of revenue compared to the prior month, year-to-date, prior year, and budget. Adjusted EBITDA is used as a supplemental financial measure by our management and external users of our financial statements, such as investors and commercial banks, to assess:
•the financial performance of our assets without regard to the impact of financing methods, capital structure, or the historical cost basis of our assets;
•the viability of capital expenditure projects and the overall rates of return on alternative investment opportunities;
•the ability of our assets to generate cash sufficient to make debt payments and pay distributions; and
•our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods and capital structure.
We believe Adjusted EBITDA provides useful information to investors because, when viewed in conjunction with our GAAP results and the accompanying reconciliations, it may provide a more complete assessment of our performance as compared to considering solely GAAP results. We also believe that external users of our financial statements benefit from having access to the same financial measures that management uses to evaluate the results of our business.
Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss), operating income (loss), cash flows from operating activities, or any other measure presented in accordance with GAAP. Moreover, our Adjusted EBITDA, as presented, may not be comparable to similarly titled measures of other companies.
Because we use capital assets, depreciation, impairment of assets, loss (gain) on disposition of assets, and the interest cost of acquiring compression equipment also are necessary elements of our aggregate costs. Unit-based compensation expense related to equity awards granted to employees also is a meaningful business expense. Therefore, measures that exclude these cost elements have material limitations. To compensate for these limitations, we believe that it is important to consider net income (loss) and net cash provided by operating activities as determined under GAAP, as well as Adjusted EBITDA, to evaluate our financial performance and liquidity. Our Adjusted EBITDA excludes some, but not all, items that affect net income (loss) and net cash provided by operating activities, and these excluded items may vary among companies. Management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing comparable GAAP measures, understanding the differences between the measures, and incorporating this knowledge into their decision making.
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The following table reconciles Adjusted EBITDA to net income and net cash provided by operating activities, its most directly comparable GAAP financial measures, for each of the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net income | $ | 38,342 | $ | 20,512 | |||||||
| Interest expense, net | 48,966 | 47,369 | |||||||||
| Depreciation and amortization | 87,146 | 70,393 | |||||||||
| Income tax expense | 4,122 | 1,535 | |||||||||
| EBITDA | $ | 178,576 | $ | 139,809 | |||||||
Unit-based compensation expense (1) | 2,405 | 3,384 | |||||||||
Transaction expenses (2) | 3,777 | — | |||||||||
Severance charges and other employee costs (3) | 4,085 | 1,351 | |||||||||
| (Gain) loss on disposition of assets | (545) | 1,325 | |||||||||
| Loss on extinguishment of debt | 1 | — | |||||||||
| Amortization of capitalized SaaS implementation costs | 284 | — | |||||||||
Impairment of assets (4) | 4 | 3,645 | |||||||||
| Adjusted EBITDA | $ | 188,587 | $ | 149,514 | |||||||
| Interest expense, net | (48,966) | (47,369) | |||||||||
| Non-cash interest expense | 1,829 | 2,241 | |||||||||
| Income tax expense | (4,122) | (1,535) | |||||||||
| Non-cash income tax expense | 2,711 | — | |||||||||
| Transaction expenses | (3,777) | — | |||||||||
| Severance charges and other employee costs | (4,085) | (1,351) | |||||||||
| Other | 398 | 85 | |||||||||
| Changes in operating assets and liabilities | (46,472) | (46,934) | |||||||||
| Net cash provided by operating activities | $ | 86,103 | $ | 54,651 | |||||||
________________________________
(1)For the three months ended March 31, 2026, unit-based compensation expense included $0.1 million of cash payments related to quarterly payments of DERs on outstanding unit awards. For the three months ended March 31, 2025, unit-based compensation expense included $0.7 million of cash payments related to quarterly payments of DERs on outstanding unit awards.
For the three months ended March 31, 2025, unit-based compensation included $2.2 million related to the cash portion of the settlement of phantom unit awards upon vesting. The remainder of unit-based compensation expense for all periods was related to non-cash adjustments to the unit-based compensation liability and other non-cash unit-based compensation expense.
(2)Represents certain expenses related to potential and completed transactions, including the J-W Power Acquisition, and other items. We believe it is useful to investors to exclude these expenses.
(3)Severance charges and other employee costs includes (i) severance payments to former employees of the Partnership, (ii) retention payments to employees of the Partnership that have executed agreements to maintain operations during the shared services or the J-W Power Acquisition integration but do not intend to remain employed with the Partnership after their retention period, and (iii) relocation payments to employees of the Partnership for relocation resulting from the shared services integration and the relocation of the Partnership’s headquarters to Dallas, Texas. These retention payments are incremental to the affected employees’ base pay. For the three months ended March 31, 2026 and 2025, severance charges and other employee costs included $0.6 million and $0.4 million related to retention payments, and $0.2 million and $0.1 million related to relocation payments, respectively.
(4)Represents non-cash charges incurred to decrease the carrying value of long-lived assets with recorded values that are not expected to be recovered through future cash flows.
Distributable Cash Flow
We define DCF as net income (loss) plus non-cash interest expense, non-cash income tax expense (benefit), depreciation and amortization expense, unit-based compensation expense (benefit), impairment of assets, impairment of goodwill, certain transaction expenses, severance charges and other employee costs, loss (gain) on disposition of assets, loss on extinguishment
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of debt, change in fair value of derivative instrument, proceeds from insurance recovery, amortization of capitalized SaaS implementation costs, and other, less distributions on Preferred Units and maintenance capital expenditures.
We believe DCF is an important measure of operating performance because it allows management, investors, and others to compare the cash flows that we generate (after distributions on the Preferred Units but prior to any retained cash reserves established by the General Partner and the effect of the DRIP) to the cash distributions that we expect to pay our common unitholders.
DCF should not be considered an alternative to, or more meaningful than, net income (loss), operating income (loss), cash flows from operating activities, or any other measure presented in accordance with GAAP. Moreover, our DCF, as presented, may not be comparable to similarly titled measures of other companies.
Because we use capital assets, depreciation, impairment of assets, loss (gain) on disposition of assets, the interest cost of acquiring compression equipment, and maintenance capital expenditures are necessary components of our aggregate costs. Unit-based compensation expense related to equity awards granted to employees also is a meaningful business expense. Therefore, measures that exclude these cost elements have material limitations. To compensate for these limitations, we believe that it is important to consider net income (loss) and net cash provided by operating activities as determined under GAAP, as well as DCF, to evaluate our financial performance and liquidity. Our DCF excludes some, but not all, items that affect net income (loss) and net cash provided by operating activities, and these excluded items may vary among companies. Management compensates for the limitations of DCF as an analytical tool by reviewing comparable GAAP measures, understanding the differences between the measures, and incorporating this knowledge into their decision making.
The following table reconciles DCF to net income and net cash provided by operating activities, its most directly comparable GAAP financial measures, for each of the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net income | $ | 38,342 | $ | 20,512 | |||||||
| Non-cash interest expense | 1,829 | 2,241 | |||||||||
| Depreciation and amortization | 87,146 | 70,393 | |||||||||
| Non-cash income tax expense (benefit) | 2,711 | 85 | |||||||||
Unit-based compensation expense (1) | 2,405 | 3,384 | |||||||||
Transaction expenses (2) | 3,777 | — | |||||||||
Severance charges and other employee costs (3) | 4,085 | 1,351 | |||||||||
Other (4) | — | 1,000 | |||||||||
| (Gain) loss on disposition of assets | (545) | 1,325 | |||||||||
| Loss on extinguishment of debt | 1 | — | |||||||||
Impairment of assets (5) | 4 | 3,645 | |||||||||
| Distributions on Preferred Units | — | (4,388) | |||||||||
| Amortization of capitalized SaaS implementation costs | 284 | — | |||||||||
Maintenance capital expenditures (6) | (9,246) | (10,853) | |||||||||
| DCF | $ | 130,793 | $ | 88,695 | |||||||
| Maintenance capital expenditures | 9,246 | 10,853 | |||||||||
| Transaction expenses | (3,777) | — | |||||||||
| Severance charges and other employee costs | (4,085) | (1,351) | |||||||||
| Distributions on Preferred Units | — | 4,388 | |||||||||
| Other | 398 | (1,000) | |||||||||
| Changes in operating assets and liabilities | (46,472) | (46,934) | |||||||||
| Net cash provided by operating activities | $ | 86,103 | $ | 54,651 | |||||||
________________________________
(1)For the three months ended March 31, 2026, unit-based compensation expense included $0.1 million of cash payments related to quarterly payments of DERs on outstanding phantom and restricted unit awards. For the three months ended March 31, 2025, unit-based compensation expense included $0.7 million of cash payments related to quarterly payments of DERs on outstanding unit awards.
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For the three months ended March 31, 2025, unit-based compensation included $2.2 million related to the cash portion of the settlement of phantom unit awards upon vesting. The remainder of unit-based compensation expense for all periods was related to non-cash adjustments to the unit-based compensation liability and other non-cash unit-based compensation expense.
(2)Represents certain expenses related to potential and completed transactions and other items. We believe it is useful to investors to exclude these expenses.
(3)Severance charges and other employee costs includes (i) severance payments to former employees of the Partnership, (ii) retention payments to employees of the Partnership that have executed agreements to maintain operations during the shared services or the J-W Power Acquisition integration but do not intend to remain employed with the Partnership after their retention period, and (iii) relocation payments to employees of the Partnership for relocation resulting from the shared services integration and the relocation of the Partnership’s headquarters to Dallas, Texas. These retention payments are incremental to the affected employees’ base pay. For the three months ended March 31, 2026 and 2025, severance charges and other employee costs included $0.6 million and $0.4 million related to retention payments, and $0.2 million and $0.1 million related to relocation payments, respectively.
(4)Represents incremental cash income tax expense accrued for the period presented as a result of the IRS examination of our tax returns for the federal tax years 2019 and 2020.
(5)Represents non-cash charges incurred to decrease the carrying value of long-lived assets with recorded values that are not expected to be recovered through future cash flows.
(6)Reflects actual maintenance capital expenditures for the period presented. Maintenance capital expenditures are capital expenditures made to maintain the operating capacity of our assets and extend their useful lives, replace partially or fully depreciated assets, or other capital expenditures that are incurred in maintaining our existing business and related cash flow.
DCF Coverage Ratio
DCF Coverage Ratio is defined as the period’s DCF divided by distributions declared to common unitholders in respect of such period. We believe DCF Coverage Ratio is an important measure of operating performance because it permits management, investors, and others to assess our ability to pay distributions to common unitholders out of the cash flows that we generate. Our DCF Coverage Ratio, as presented, may not be comparable to similarly titled measures of other companies.
The following table summarizes our DCF Coverage Ratio for the periods presented (dollars in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| DCF | $ | 130,793 | $ | 88,695 | |||||||
Distributions for DCF Coverage Ratio (1) | $ | 76,110 | $ | 61,731 | |||||||
| DCF Coverage Ratio | 1.72 | x | 1.44 | x | |||||||
________________________________
(1)Represents distributions to the holders of our common units as of the record date.
Critical Accounting Estimates
The Partnership’s critical accounting estimates are described in Part II, Item 7 “Critical Accounting Estimates” of our 2025 Annual Report. There have been no material changes to our critical accounting estimates since the date of our 2025 Annual Report, however, the following information describes estimates relevant to the recent J-W Power Acquisition.
Fair Value Estimates in Business Combination Accounting and Impairment of Long-Lived Assets, Goodwill, and Intangible Assets. Business combination accounting and quantitative impairment testing are required from time to time due to the occurrence of events, changes in circumstances, or annual testing requirements. For business combinations, assets and liabilities are required to be recorded at estimated fair value in connection with the initial recognition of the transaction. For impairment testing, long-lived assets are required to be tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Goodwill and intangibles with indefinite lives must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the related asset might be impaired. An impairment loss should be recognized only if the carrying amount of the asset/goodwill is not recoverable and exceeds its fair value. Calculating the fair value of assets or reporting units in connection with business combination accounting or impairment testing requires management to make several estimates, assumptions and judgments, and in some circumstances management may also utilize third-party specialists to assist and advise on those calculations.
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In order to allocate the purchase price in a business combination or to test for recoverability when performing a quantitative impairment test, we must make estimates of projected cash flows related to the asset, which include, but are not limited to, assumptions about the use or disposition of the asset, estimated remaining life of the asset, and future expenditures necessary to maintain the asset’s existing service potential. In order to determine fair value, we make certain estimates and assumptions, including, among other things, changes in general economic conditions in regions in which our operations are located, the expected demand and production of natural gas and crude oil, our ability to negotiate favorable service and sales agreements, our dependence on certain significant customers, and competition from other companies. While we believe we have made reasonable assumptions to calculate the fair value, if future results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.
The Partnership determines the fair value of our assets using the discounted cash flow method, the guideline company method, or a weighted combination of these methods. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, weighted average costs of capital and future market conditions, among others. The Partnership believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. Under the discounted cash flow method, the Partnership determines fair value based on estimated future cash flows of a reporting unit including estimates for capital expenditures, discounted to present value using the risk-adjusted industry rate, which reflect the overall level of inherent risk of the reporting unit. Cash flow projections are derived from one year budgeted amounts plus an estimate of later period cash flows, all of which are determined by management. Subsequent period cash flows are developed using growth rates that management believes are reasonably likely to occur. Under the guideline company method, the Partnership determines the estimated fair value of a reporting unit by applying valuation multiples of comparable publicly-traded companies to the reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using a three year average. In addition, the Partnership estimates a reasonable control premium representing the incremental value that accrues to the majority owner from the opportunity to dictate the strategic and operational actions of the business.
One key assumption in these fair value calculations is management’s estimate of future cash flows and EBITDA. In accounting for a business combination, these estimates are generally based on the forecasts that were used to analyze the deal economics. For impairment testing, these estimates are based on the annual budget for the upcoming year and forecasted amounts for multiple subsequent years. The annual budget process is typically completed near the annual goodwill impairment testing date, and management uses the most recent information for the annual impairment tests. The forecast is also subjected to a comprehensive update annually in conjunction with the annual budget process and is revised periodically to reflect new information and/or revised expectations. The estimates of future cash flows and EBITDA are subjective in nature and are subject to impacts from the business risks described in “Item 1A. Risk Factors” in our 2025 Annual Report. Therefore, the actual results could differ significantly from the amounts used for business combination accounting and impairment testing, and significant changes in fair value estimates could occur in a given period. Such changes in fair value estimates could result in changes to the fair value estimates used in business combination accounting, which could significantly impact results of operations in a period subsequent to the business combination, depending on multiple factors, including the timing of such changes. In the case of impairment testing, such changes could result in additional impairments in future periods; therefore, the actual results could differ significantly from the amounts used for goodwill impairment testing, and significant changes in fair value estimates could occur in a given period, resulting in additional impairments.
In addition, we may change our method of impairment testing, including changing the weight assigned to different valuation models. Such changes could be driven by various factors, including the level of precision or availability of data for our assumptions. Any changes in the method of testing could also result in an impairment or impact the magnitude of an impairment.
Management does not believe that any of the Partnership’s goodwill balance or long-lived assets is currently at significant risk of a material impairment.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices. We do not take title to any natural gas or crude oil in connection with our rendered services, and accordingly, we do not bear direct exposure to fluctuating commodity prices. However, the demand for our compression services depends on the continued demand for, and production of, natural gas and crude oil. Sustained low natural gas or crude oil prices over the long term could result in a decline in the production of natural gas or crude oil, which could result in reduced demand for our compression services. We do not intend to hedge our indirect exposure to fluctuating commodity prices. A one percent decrease in average revenue-generating horsepower during the three months ended March 31, 2026 would result in an annual decrease of approximately $12.1 million and $7.8 million in our revenue and Adjusted gross margin, respectively. Adjusted gross margin is a non-GAAP financial measure. For a reconciliation of Adjusted gross margin to gross margin, its most directly comparable financial measure, calculated and presented in accordance with GAAP, please read Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” of this report.
Interest Rate Risk
We are exposed to market risk due to variable interest rates under the Credit Agreement.
As of March 31, 2026, we had $1.25 billion of variable-rate indebtedness outstanding at a weighted-average interest rate of 5.66%. Based on our March 31, 2026 variable-rate indebtedness outstanding, a one percent increase or decrease, respectively, in the effective interest rate would result in an annual increase or decrease, respectively, in our interest expense of approximately $12.5 million.
For further information regarding our exposure to interest rate fluctuations on our debt obligations, see Note 8 to our unaudited condensed consolidated financial statements under Part I, Item 1 “Financial Statements” of this report.
Credit Risk
Our credit exposure generally relates to receivables for services provided. If any significant customer of ours should have credit or financial problems resulting in a delay or failure to pay the amount it owes us, it could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
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ITEM 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026, at the reasonable assurance level.
On January 12, 2026, we completed the J-W Power Acquisition. The scope of management’s assessment of the effectiveness of our disclosure controls and procedures as of March 31, 2026 did not include the disclosure controls and procedures, to the extent they are subsumed by internal control over financial reporting, of J-W Power and J-W Energy as permitted by SEC guidance that an assessment of internal control over financial reporting specific to a recently acquired business may be omitted from the scope of management’s assessment for one year from the date of acquisition. J-W Power and J-W Energy represented approximately 22% of our consolidated assets as of March 31, 2026 and approximately 24% of our consolidated revenue for the three months ended March 31, 2026.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2026, in connection with the shares services integration with Energy Transfer, we implemented a new ERP system, which replaced our existing core financial systems, resulting in changes to our financial close processes and procedures. As a result of the implementation, certain internal controls over financial reporting were automated, modified or implemented. While we believe the new ERP system will enhance our internal controls, there are inherent risks in implementing any new system, and we will continue to evaluate these control changes as part of our assessment of control design and effectiveness throughout 2026. Additionally, on January 12, 2026, we completed the J-W Power Acquisition. We are in the process of integrating the internal controls of J-W Power and J-W Energy into our existing internal controls over financial reporting, which may result in changes to certain of our internal controls and processes. We will continue to evaluate these controls as the integration progresses.
Except for the ERP implementation described above and the J-W Power Acquisition, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
From time to time, we and our subsidiaries may be involved in various claims, proceedings, 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. See “Tax Contingencies” in Note 13 to our unaudited condensed consolidated financial statements in Part I, Item 1 “Financial Statements” of this report for more information on certain of these proceedings.
ITEM 1A. Risk Factors
Security holders and potential investors in our securities should carefully consider the risk factors set forth in Part I, Item 1A “Risk Factors” of our 2025 Annual Report, and in subsequent filings we make with the SEC. We have identified these risk factors as important factors that could cause our actual results to differ materially from those contained in any written or oral forward-looking statements made by us or on our behalf.
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ITEM 6. Exhibits
The following documents are filed, furnished, or incorporated by reference as part of this report:
Exhibit Number | Description | |||||||
| 3.1 | Certificate of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to Amendment No. 3 of the Partnership’s registration statement on Form S-1 (Registration No. 333-174803) filed on December 21, 2011) | |||||||
| 3.2 | Second Amended and Restated Agreement of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018) | |||||||
| 4.1 | First Supplemental Indenture, dated as of January 12, 2026, among USA Compression Partners, LP, USA Compression Finance Corp., the guarantors named on the signature pages thereto and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Partnership’s Annual Report on Form 10-K (File No. 001-35779) filed on February 17, 2026) | |||||||
| 4.2 | First Supplemental Indenture, dated as of January 12, 2026, among USA Compression Partners, LP, USA Compression Finance Corp., the guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.6 to the Partnership’s Annual Report on Form 10-K (File No. 001-35779) filed on February 17, 2026) | |||||||
| 4.3 | Registration Rights Agreement, dated January 12, 2026, between USA Compression Partners, LP and Westerman, Ltd. (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on January 14, 2026) | |||||||
| 10.1 | Joinder Agreement, dated as of January 12, 2026, among J-W Power Company, J-W Energy Company, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Partnership’s Annual Report on Form 10-K (File No. 001-35779) filed on February 17, 2026) | |||||||
10.2† | Special Bonus Retention Agreement, dated February 12, 2026, between USA Compression GP, LLC and Christopher Wauson (incorporated by reference to Exhibit 10.22 to the Partnership’s Annual Report on Form 10-K (File No. 001-35779) filed on February 17, 2026) | |||||||
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |||||||
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |||||||
| 32.1# | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.2# | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.1* | The following materials from USA Compression Partners, LP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) our unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, (ii) our unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, (iii) our unaudited condensed consolidated statements of changes in partners’ capital (deficit) for the three months ended March 31, 2026 and 2025, (iv) our unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025, and (v) the related notes to our unaudited condensed consolidated financial statements. | |||||||
| 104* | The cover page from this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, formatted in Inline XBRL (included with Exhibit 101.1) | |||||||
________________________________
* Filed herewith.
# Furnished herewith. Not considered to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
† Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| USA COMPRESSION PARTNERS, LP | |||||||||||
| By: | USA Compression GP, LLC its General Partner | ||||||||||
| Date: | May 7, 2026 | By: | /s/ Christopher M. Paulsen | ||||||||
| Christopher M. Paulsen | |||||||||||
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||||||||
| By: | /s/ Julie A. McEwen | ||||||||||
| Julie A. McEwen | |||||||||||
Vice President and Controller (Principal Accounting Officer) | |||||||||||
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FAQ
How did USA Compression Partners (USAC) perform in Q1 2026?
USA Compression Partners reported higher Q1 2026 revenue of $331.3 million and net income of $38.3 million. Adjusted EBITDA rose to $188.6 million and Distributable Cash Flow reached $130.8 million, reflecting growth from the J‑W Power acquisition and a larger compression fleet.
What are the key details of USAC’s J-W Power Acquisition?
The J‑W Power Acquisition totaled about $911.6 million, including approximately $455.0 million in cash and 18,175,323 common units valued around $456.6 million. It added roughly 0.8 million active horsepower and 1.0 million total horsepower, plus specialized manufacturing facilities supporting internal and third‑party compression needs.
How much debt does USA Compression (USAC) have after the J-W deal?
As of March 31, 2026, USA Compression had $2.98 billion of long‑term debt. This includes $1.0 billion of Senior Notes due 2029, $750.0 million of Senior Notes due 2033, and $1.25 billion outstanding under its revolving Credit Agreement, with remaining availability of $497.8 million.
What distribution is USA Compression paying its common unitholders?
USA Compression declared a quarterly cash distribution of $0.525 per common unit. For Q1 2026, it paid about $66.6 million to common unitholders and $0.5 million to phantom and restricted unitholders, and subsequently announced another $0.525 per‑unit distribution payable on May 8, 2026.
How strong is USA Compression’s distribution coverage in Q1 2026?
In Q1 2026, Distributable Cash Flow was $130.8 million and the DCF Coverage Ratio was 1.72x. This means cash generated comfortably exceeded cash distributions, helped by higher Adjusted EBITDA of $188.6 million and the incremental earnings from the J‑W Power Acquisition.
How did the J-W Power Acquisition affect USAC’s fleet and utilization?
The acquisition increased fleet horsepower to 4,930,737 as of March 31, 2026, up 27.7% year over year, and revenue‑generating horsepower rose 24.7%. Horsepower utilization remained high at 92.0% at period end, though slightly below 94.4% a year earlier due to integration effects.