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
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) %
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(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.
(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.
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 %
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*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.
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 %
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(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.
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.
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
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.
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.
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
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(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
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.
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.
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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USA Compression Partners LP published this content on May 07, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 07, 2026 at 22:51 UTC.