Table of Contents 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 June 30, 2023 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 USA Compression Partners, LP (Exact name of registrant as specified in its charter) Delaware (State or other ju ...

Financial Data and Key Metrics Changes - The second quarter of 2023 featured record revenues, adjusted EBITDA, and distributable cash flow, with a revenue-generating horsepower exit rate of approximately 3.35 million horsepower, marking a record for the company [7][24] - Revenue for the second quarter increased by 5% sequentially and 21% year-over-year, driven by improved utilization and pricing [25] - The second quarter distribution coverage reached an all-time high of 1.3x, attributed to strong demand for services [24][32] Business Line Data and Key Metrics Changes - The active fleet size grew to all-time highs, with utilization averaging over 93% during the second quarter, a 4 percentage point improvement over the prior quarter [8][17] - The average revenue per revenue-generating horsepower reached $18.65, representing the sixth consecutive quarterly improvement [8][25] Market Data and Key Metrics Changes - The company anticipates sustained demand for natural gas compression services due to ongoing oil and gas production cycles, with the EIA forecasting record levels of domestic hydrocarbon production for 2023 and 2024 [11] - The compression market remains tight, with significant demand for compression services as producers increasingly opt to outsource these services [12][18] Company Strategy and Development Direction - The company is focused on capital discipline and returns-based capital allocations, directing capital expenditures to optimize returns and improve financial flexibility [6][14] - The strategy includes increasing the active fleet size and utilization while securing long-term contracts at attractive pricing [13][31] Management's Comments on Operating Environment and Future Outlook - Management remains bullish on long-term commodity prices and the broader energy industry, expecting continued demand for compression services as the transition to alternative energy sources unfolds [9][10] - The company is confident in its ability to maintain a durable and predictable cash flow stream, linked directly to domestic hydrocarbon production [11][13] Other Important Information - The company maintained a total recordable incident rate of zero through the first two quarters of 2023, significantly below the industry average [15] - The company celebrated its 25th anniversary in July, highlighting its growth and commitment to delivering value to stakeholders [33] Q&A Session Summary Question: Shift to Bringing Idle Units Back into Service - Management noted that the demand for services exceeds supply, and redeploying idle equipment is more cost-effective than ordering new units, focusing on optimizing financial health rather than market share [35] Question: Idle Equipment Redeployment - The majority of idle equipment is in good condition, with refurbishments underway to meet customer demand for 2024 [36] Question: Utilization Projections - Management expressed confidence in achieving higher utilization rates as idle units are redeployed [37] Question: Gross Margins Sustainability - Management indicated that gross margins are expected to remain stable, with potential for upside as costs are managed effectively [38] Question: Discussions on 2025 Planning - Preliminary discussions for 2025 have begun, with recognition of the need for longer-term planning due to tight market conditions [39] Question: Gas-Driven Power for Data Centers - Management clarified that there is increasing demand for standby power solutions for data centers, which is contributing to lead times in the market [40][42]

PART I. FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=ITEM%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for the quarter ended March 31, 2023, show total revenues of **$197.1 million**, a **20.6%** increase year-over-year, leading to a net income of **$10.9 million** compared to **$3.3 million** in the prior-year period. Total assets slightly decreased to **$2.66 billion**. Cash flow from operations increased to **$42.3 million**, while investing activities, primarily capital expenditures, increased significantly. The company maintains substantial long-term debt of **$2.17 billion** Unaudited Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Data (in thousands) | | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total current assets** | $185,940 | $186,447 | | **Property and equipment, net** | $2,174,487 | $2,172,924 | | **Total assets** | $2,657,874 | $2,665,724 | | **Total current liabilities** | $155,968 | $173,664 | | **Long-term debt, net** | $2,170,421 | $2,106,649 | | **Total liabilities** | $2,349,026 | $2,304,714 | | **Total partners' deficit** | $(168,461) | $(116,299) | Unaudited Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (in thousands, except per unit amounts) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Total revenues** | $197,124 | $163,412 | | **Operating income** | $51,057 | $35,098 | | **Interest expense, net** | $(39,790) | $(31,838) | | **Net income** | $10,941 | $3,254 | | **Net loss attributable to common unitholders' interests** | $(1,246) | $(8,933) | | **Basic and diluted net loss per common unit** | $(0.01) | $(0.09) | | **Distributions declared per common unit** | $0.525 | $0.525 | Unaudited Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (in thousands) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $42,338 | $35,054 | | **Net cash used in investing activities** | $(40,861) | $(19,714) | | **Net cash used in financing activities** | $(1,506) | $(15,325) | | **Increase (decrease) in cash and cash equivalents** | $(29) | $15 | Notes to Unaudited Condensed Consolidated Financial Statements - The Partnership provides natural gas compression and treating services under fixed-term contracts in major U.S. shale plays. Its general partner is wholly owned by Energy Transfer LP[22](index=22&type=chunk)[23](index=23&type=chunk) Long-Term Debt Composition (in thousands) | Debt Instrument | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Senior Notes 2026, aggregate principal | $725,000 | $725,000 | | Senior Notes 2027, aggregate principal | $750,000 | $750,000 | | Revolving credit facility | $709,088 | $645,956 | | **Total long-term debt, net** | **$2,170,421** | **$2,106,649** | - As of March 31, 2023, the company had **$709.1 million** outstanding under its revolving credit facility, with available borrowing capacity of **$374.5 million**. The weighted-average interest rate was **7.15%** for Q1 2023[58](index=58&type=chunk) - As of March 31, 2023, the company has future capital commitments of **$144.7 million** for new compression units, all expected to be settled by year-end 2023[90](index=90&type=chunk) - The company is protesting sales tax assessments from the Oklahoma Tax Commission (OTC) and estimates a possible range of loss from **$0** to approximately **$23.8 million**[92](index=92&type=chunk) - In April 2023, the company entered into a **$700 million** notional interest-rate swap to manage floating-rate debt risk, fixing the rate at **3.785%** and receiving a floating rate indexed to one-month SOFR until April 2025[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the strong Q1 2023 performance to increased demand for compression services, leading to higher fleet utilization and better pricing. Revenue grew **20.6%** to **$197.1 million**, and operating income rose **45.5%** to **$51.1 million** year-over-year. This growth was driven by an **8.8%** increase in average revenue-generating horsepower and a **7.8%** rise in average revenue per horsepower. The company's liquidity remains solid, supported by operating cash flow and its credit facility, which is sufficient to fund planned capital expenditures of **$260-$270 million** for 2023. Non-GAAP measures like Adjusted EBITDA and Distributable Cash Flow (DCF) also showed significant growth, with the DCF Coverage Ratio improving to **1.21x** from **0.98x** Operating Highlights Key Operating Metrics Comparison | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenue-generating horsepower (at period end) | 3,260,535 | 2,987,624 | 9.1% | | Average revenue-generating horsepower | 3,241,296 | 2,978,422 | 8.8% | | Average revenue per revenue-generating HP per month | $18.19 | $16.87 | 7.8% | | Horsepower utilization (at period end) | 92.7% | 86.1% | 7.7% | - The increase in revenue-generating horsepower was driven by the redeployment of previously idle units and the addition of new units to meet higher demand in key operating basins[106](index=106&type=chunk) - The rise in average revenue per horsepower was primarily due to CPI-based and other price increases on customer contracts as market conditions improved[107](index=107&type=chunk) Financial Results of Operations Results of Operations Summary (in thousands) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | % Change | | :--- | :--- | :--- | :--- | | **Total revenues** | $197,124 | $163,412 | 20.6% | | **Cost of operations** | $66,665 | $53,732 | 24.1% | | **Operating income** | $51,057 | $35,098 | 45.5% | | **Interest expense, net** | $(39,790) | $(31,838) | 25.0% | | **Net income** | $10,941 | $3,254 | 236.2% | - Contract operations revenue increased by **$30.9 million** (**19.6%**) due to higher average revenue-generating horsepower and increased pricing[112](index=112&type=chunk) - Cost of operations rose by **$12.9 million** (**24.1%**), primarily due to a **$7.4 million** increase in direct expenses (fluids, parts) and a **$2.2 million** increase in direct labor costs from higher headcount and costs[116](index=116&type=chunk) - Interest expense increased by **$8.0 million** (**25.0%**) due to higher weighted-average interest rates (**7.15%** vs **2.84%**) and increased average borrowings under the Credit Agreement (**$670.0M** vs **$540.1M**)[121](index=121&type=chunk)[122](index=122&type=chunk) Other Financial Data Non-GAAP Financial Measures (in thousands) | Measure | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | % Change | | :--- | :--- | :--- | :--- | | **Adjusted gross margin** | $130,459 | $109,680 | 18.9% | | **Adjusted EBITDA** | $118,161 | $98,423 | 20.1% | | **DCF** | $62,613 | $50,146 | 24.9% | | **DCF Coverage Ratio** | 1.21x | 0.98x | 23.5% | - The increase in Distributable Cash Flow (DCF) was primarily driven by a **$20.8 million** increase in Adjusted gross margin, partially offset by an **$8.0 million** increase in cash interest expense[130](index=130&type=chunk) - The DCF Coverage Ratio improved to **1.21x**, indicating that the cash flow generated was sufficient to cover distributions to common unitholders for the period[131](index=131&type=chunk)[166](index=166&type=chunk) Liquidity and Capital Resources - Primary sources of liquidity are cash from operations and borrowings under the Credit Agreement. The company expects these sources to be sufficient to service debt, fund capital expenditures, and pay distributions for the next 12 months[133](index=133&type=chunk) Capital Expenditure Plans for 2023 | Capex Type | Planned 2023 Spend | | :--- | :--- | | Maintenance Capex | ~$26.0 million | | Expansion Capex | $260.0 - $270.0 million | - As of March 31, 2023, the company had binding commitments to purchase **$144.7 million** of additional compression units and parts, expected to be settled by year-end 2023[137](index=137&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks primarily from commodity prices, interest rates, and customer credit. While not directly exposed to commodity price fluctuations, a sustained decline in oil and gas prices could reduce demand for its compression services. The primary financial risk comes from variable-rate debt, which the company began mitigating with an interest-rate swap in April 2023. Credit risk is managed by monitoring the financial health of its customers - The company does not have direct commodity price risk, but a sustained decline in natural gas or crude oil prices could reduce demand for its services. A **1%** decrease in average revenue-generating horsepower would decrease annual revenue by approximately **$7.1 million**[169](index=169&type=chunk) - As of March 31, 2023, the company had **$709.1 million** of variable-rate debt. A **1%** change in the effective interest rate would result in an annual interest expense change of approximately **$7.1 million**[170](index=170&type=chunk) - To manage interest rate risk, the company entered into a **$700 million** interest-rate swap in April 2023, fixing the interest rate at **3.785%** on the notional amount until April 2025[171](index=171&type=chunk) [Controls and Procedures](index=35&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2023. There were no material changes to the internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2023[175](index=175&type=chunk) - No changes in internal control over financial reporting occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[176](index=176&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in various claims and litigation arising in the ordinary course of business, but management does not expect the resolution of these matters to have a material adverse effect on its financial position, results, or cash flows - In management's opinion, the resolution of ordinary course claims and litigation is not expected to have a material adverse effect on the company's consolidated financial position, results of operations, or cash flows[179](index=179&type=chunk) [Risk Factors](index=36&type=section&id=ITEM%201A.%20Risk%20Factors) The company highlights an updated risk factor concerning cybersecurity. It acknowledges the increasing threat of cyberattacks which could compromise sensitive information, disrupt operations, and lead to financial losses, reputational damage, and legal liability - An updated risk factor emphasizes the increasing threat from cybersecurity breaches and information system disruptions[180](index=180&type=chunk) - A significant breach could result in the loss of confidential information, operational disruption, customer dissatisfaction, reputational damage, and potential litigation or regulatory fines[181](index=181&type=chunk) [Exhibits](index=37&type=section&id=ITEM%206.%20Exhibits) This section lists the documents filed as part of the quarterly report, including certifications by the CEO and CFO and financial statements formatted in Inline XBRL - The report includes filed exhibits such as CEO and CFO certifications pursuant to the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002[183](index=183&type=chunk) - Financial data from the report is also provided in Inline XBRL format as part of the exhibits[183](index=183&type=chunk)

Financial Data and Key Metrics Changes - The company reported record revenues, adjusted EBITDA, and distributable cash flow for Q1 2023, with a distribution coverage ratio of 1.21 times, the highest since the 2018 acquisition of CDM [25][26][29] - Average revenue per revenue-generating horsepower reached $18.19, marking the fifth consecutive quarterly improvement [7][26] - Adjusted gross margin percentage improved by nearly 1% due to better pricing and moderating inflation for vehicle fuel and compressor fleet lubrication fluids [26][22] Business Line Data and Key Metrics Changes - Fleet utilization averaged just under 93%, with a sequential increase in adjusted gross margin percentage [7][15] - The company achieved a 1.9% increase in revenue-generating horsepower on a sequential basis [27] - Expansion capital expenditures for Q1 2023 were $51.2 million, primarily for reconfiguring idle units and delivering new large horsepower units [27] Market Data and Key Metrics Changes - The demand for natural gas compression services is expected to grow due to sustained oil prices above breakeven levels for existing and newly drilled wells [9][10] - The market for compression assets is tightening, leading to increased demand for the company's compression-as-a-service delivery model [10][12] - Month-to-month service revenues as a percentage of total revenues declined to 23%, down from 33% in the previous year, indicating a shift towards longer-term contracts [21][11] Company Strategy and Development Direction - The company is focused on capital discipline to enhance returns and improve balance sheet strength, aiming for financial optionality to reduce debt or pursue strategic investments [5][8] - The strategy includes increasing fleet utilization and securing long-term contracts to generate predictable cash flows [13][24] - The company plans to slow down organic growth in 2024 to focus on stability and leverage coverage [49][50] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the ongoing demand for compression services, driven by the energy industry's initial stages of a commodity price super cycle [8][9] - The company anticipates inflationary pressures to eventually abate, with adjusted gross margins expected to normalize around 68% [22][26] - Management highlighted the importance of maintaining strong relationships with suppliers to navigate challenges affecting new unit deliveries [22] Other Important Information - The company achieved a recordable incident rate of zero in 2023 to date, significantly below the industry average [14] - The company is on track to deploy all new large horsepower unit orders in 2023, adding approximately 165,000 horsepower under multi-year contracts [23] Q&A Session Summary Question: Growth CapEx tracking and 2024 capital allocation flexibility - Management confirmed that the growth CapEx for 2023 is fully contracted under long-term agreements, with a focus on capital discipline for 2024 [32][33] Question: Expected mix of month-to-month contracts by year-end - Management indicated that the mix of month-to-month contracts is expected to decline to low-single-digits or mid-single-digits percentage [36] Question: Convergence of actual operating utilization rate with projected rates - Management acknowledged the difficulty in forecasting the convergence of utilization rates but indicated that the gap is due to units under contract that are not yet generating revenue [40][41] Question: Impact of labor costs and skilled tradesmen availability - Management noted that while labor costs remain a pressure, they have successfully increased their labor force and retained employees [51] Question: Electric adoption and electrification trends - Management discussed the challenges of electrification, noting that many customers are recognizing the inadequacies of the electric grid for larger horsepower equipment [52][53]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or Delaware 75-2771546 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) | Title of each class | Trading Symbol(s) | Name of each exc ...

USA Compression Partners, LP (NYSE:USAC) Q4 2022 Earnings Conference Call February 14, 2023 11:00 AM ET Company Participants Chris Porter - VP, General Counsel & Secretary Eric Long - President & CEO Eric Scheller - COO Mike Pearl - CFO Conference Call Participants TJ Schultz - RBC Capital Markets Robert Mosca - Mizuho Securities Selman Akyol - Stifel Operator Good morning, and welcome to the USA Compression Partners, LP Fourth Quarter 2022 Earnings Call. All participants are in a listen-only mode. After th ...

USA Compression Partners, LP Wells Fargo Midstream and Utilities Symposium December 7, 2022 USA - Forward-Looking Statements and Ownership Structure | --- | --- | --- | --- | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ...

USA Compression Partners, LP (NYSE:USAC) Q3 2022 Earnings Conference Call November 11, 2022 11:00 AM ET Company Participants Chris Porter - Vice President, General Counsel & Secretary Eric Long - President & Chief Executive Officer Mike Pearl – Chief Financial Offier Conference Call Participants Selman Akyol - Stifel Gabe Moreen - Mizuho Operator Good morning. Welcome to USA Compression Partners of Third Quarter 2021 Earnings Conference Call. Today's conference call, all parties will be in listen-only mute ...

Table of Contents 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 September 30, 2022 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware (State or other jurisdiction of incorporation or organization) 75-2771546 (I.R.S. Employer Identification No.) For the transition period from to . Commission File ...

PART I. FINANCIAL INFORMATION [ITEM 1. Financial Statements](index=5&type=section&id=ITEM%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in partners' capital, and cash flows, with detailed notes on organization and accounting policies [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--------------------------------- | :----------------------------- | :------------------------------- | | Total assets | $2,719,892 | $2,767,979 | | Total liabilities | $2,254,648 | $2,189,562 | | Total partners' capital (deficit) | $(12,065) | $101,108 | | Long-term debt, net | $2,017,326 | $1,973,234 | [Unaudited Condensed Consolidated Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | Three Months Ended June 30, 2022 (in thousands) | Three Months Ended June 30, 2021 (in thousands) | Change (%) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Total revenues | $171,461 | $156,562 | 9.5% | | Net income | $9,086 | $2,688 | 238.0% | | Basic and diluted net loss per common unit | $(0.03) | $(0.10) | -70.0% | | Metric | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | Change (%) | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | :--------- | | Total revenues | $334,873 | $314,075 | 6.6% | | Net income | $12,340 | $3,059 | 303.4% | | Basic and diluted net loss per common unit | $(0.12) | $(0.22) | -45.5% | [Unaudited Condensed Consolidated Statements of Changes in Partners' Capital (Deficit)](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Partners%27%20Capital%20%28Deficit%29) | Metric | December 31, 2021 (in thousands) | June 30, 2022 (in thousands) | | :------------------------------------------ | :------------------------------- | :--------------------------- | | Partners' capital ending balance | $101,108 | $(12,065) | | Distributions and DERs (6 months ended June 30, 2022) | N/A | $(102,291) | | Exercise and conversion of warrants into common units | N/A | $5,167 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | Change (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | | Net cash provided by operating activities | $129,282 | $139,071 | $(9,789) | | Net cash used in investing activities | $(42,870) | $(10,269) | $(32,601) | | Net cash used in financing activities | $(86,412) | $(128,802) | $42,390 | | Capital expenditures, net | $(43,818) | $(15,435) | $(28,383) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [(1) Organization and Description of Business](index=9&type=section&id=%281%29%20Organization%20and%20Description%20of%20Business) - USA Compression Partners, LP provides natural gas compression and treating services under fixed-term contracts in the natural gas and crude oil industries, primarily in various U.S. shale plays[22](index=22&type=chunk) - The General Partner, USA Compression GP, LLC, is wholly owned by Energy Transfer[23](index=23&type=chunk) [(2) Basis of Presentation and Summary of Significant Accounting Policies](index=9&type=section&id=%282%29%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC rules, reflecting normal recurring adjustments[24](index=24&type=chunk) - Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results expected for the full year[25](index=25&type=chunk) - The company operates in a single business segment: compression services[47](index=47&type=chunk) [(3) Trade Accounts Receivable](index=11&type=section&id=%283%29%20Trade%20Accounts%20Receivable) | Metric | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Allowance for credit losses | $1,254 | $2,057 | - The allowance for credit losses decreased by **$0.7 million** for the six months ended June 30, 2022, primarily due to favorable market conditions for customers driven by higher commodity prices[49](index=49&type=chunk) [(4) Inventories](index=12&type=section&id=%284%29%20Inventories) | Component | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------------ | :----------------------------- | :------------------------------- | | Serialized parts | $46,619 | $44,642 | | Non-serialized parts | $43,585 | $41,174 | | Total inventories | $90,204 | $85,816 | [(5) Property and Equipment and Identifiable Intangible Assets](index=12&type=section&id=%285%29%20Property%20and%20Equipment%20and%20Identifiable%20Intangible%20Assets) | Metric | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :---------------------------------- | :----------------------------- | :------------------------------- | | Total property and equipment, net | $2,178,383 | $2,222,336 | | Identifiable intangible assets, net | $289,722 | $304,411 | | Impairment of Compression Equipment | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | | :---------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Impairment charge | $432 | $4,953 | - Impairments were due to units not being marketable, excessive maintenance costs, or inability to meet customer performance criteria without significant retrofitting[55](index=55&type=chunk) [(6) Other Current Liabilities](index=14&type=section&id=%286%29%20Other%20Current%20Liabilities) | Component | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :---------------------------------- | :----------------------------- | :------------------------------- | | Accrued sales tax contingencies | $44,923 | $44,923 | | Accrued interest expense | $31,951 | $30,850 | | Accrued capital expenditures | $14,544 | $3,521 | [(7) Lease Accounting](index=14&type=section&id=%287%29%20Lease%20Accounting) - A customer exercised a bargain purchase option during the second quarter of 2021, resulting in a **$1.1 million gain** on disposition of assets[60](index=60&type=chunk) [(8) Long-term Debt](index=15&type=section&id=%288%29%20Long-term%20Debt) | Debt Instrument | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------------------ | :----------------------------- | :------------------------------- | | Senior Notes 2026 | $725,000 | $725,000 | | Senior Notes 2027 | $750,000 | $750,000 | | Revolving credit facility | $558,664 | $516,342 | | Total long-term debt, net | $2,017,326 | $1,973,234 | - As of June 30, 2022, the company had **$360.9 million** in available borrowing capacity under its **$1.6 billion** revolving credit facility, with a weighted-average interest rate of **4.13%**[64](index=64&type=chunk) - The company was in compliance with all covenants under the Credit Agreement and Senior Notes indentures as of June 30, 2022[66](index=66&type=chunk)[69](index=69&type=chunk)[72](index=72&type=chunk) [(9) Preferred Units](index=16&type=section&id=%289%29%20Preferred%20Units) - There were **500,000 Preferred Units** outstanding as of June 30, 2022, and December 31, 2021, with a face value of **$1,000 per unit**[75](index=75&type=chunk) - Holders of Preferred Units are entitled to cumulative quarterly cash distributions of **$24.375 per unit**[75](index=75&type=chunk) - Preferred Units are convertible into common units, with conversion options phasing in from April 2, 2021, to April 2, 2023[78](index=78&type=chunk) [(10) Partners' Capital (Deficit)](index=17&type=section&id=%2810%29%20Partners%27%20Capital%20%28Deficit%29) | Metric | December 31, 2021 | June 30, 2022 | | :------------------------------------------ | :------------------ | :-------------- | | Common units outstanding | 97,344,707 | 97,940,715 | - Cash distributions of **$0.525 per common unit** were declared quarterly[81](index=81&type=chunk) - During the six months ended June 30, 2022, **$1.0 million** in distributions were reinvested under the DRIP, resulting in the issuance of **61,700 common units**[83](index=83&type=chunk) - Warrants to purchase **5,000,000 common units** were exercised in full on April 27, 2022, resulting in the net settlement for **534,308 common units**[85](index=85&type=chunk) [(11) Revenue Recognition](index=20&type=section&id=%2811%29%20Revenue%20Recognition) | Revenue Type | Three Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :-------------------------- | :-------------------------------------------- | :------------------------------------------ | | Contract operations revenue | $167,853 | $329,339 | | Retail parts and services | $3,608 | $5,534 | | Total revenues | $171,461 | $334,873 | - As of June 30, 2022, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to contract operations revenue was **$505.6 million**, expected to be recognized through 2025 and thereafter[92](index=92&type=chunk) [(12) Transactions with Related Parties](index=21&type=section&id=%2812%29%20Transactions%20with%20Related%20Parties) | Metric | Three Months Ended June 30, 2022 (in thousands) | Three Months Ended June 30, 2021 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | | :------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Related party revenues | $3,887 | $2,944 | $7,705 | $5,894 | - A **$44.9 million** related party receivable from Energy Transfer exists as of June 30, 2022, related to indemnification for sales tax contingencies[93](index=93&type=chunk) [(13) Commitments and Contingencies](index=21&type=section&id=%2813%29%20Commitments%20and%20Contingencies) - No single customer represented **10% or more** of total revenue for the three and six months ended June 30, 2022 or 2021[94](index=94&type=chunk) - Equipment purchase commitments totaled **$53.2 million** as of June 30, 2022, with **$24.2 million** expected to be settled in the remainder of 2022[96](index=96&type=chunk) - The company estimates a range of losses from **$0 to approximately $19.5 million** related to sales tax assessments by the Oklahoma Tax Commission[98](index=98&type=chunk) - A **$44.9 million** accrued liability for Texas sales tax contingencies is indemnified by a related party receivable from Energy Transfer[99](index=99&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial condition and operational performance, highlighting key metrics, financial results, liquidity, capital resources, and non-GAAP reconciliations [Operating Highlights](index=23&type=section&id=Operating%20Highlights) | Metric | June 30, 2022 | June 30, 2021 | Change (%) | | :------------------------------------------ | :------------ | :------------ | :--------- | | Fleet horsepower (at period end) | 3,695,955 | 3,686,584 | 0.3% | | Revenue generating horsepower (at period end) | 3,048,498 | 2,912,628 | 4.7% | | Horsepower utilization (at period end) | 88.4% | 81.9% | 7.9% | | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Change (%) | | :------------------------------------------ | :------------------------------- | :------------------------------- | :--------- | | Average revenue per revenue generating horsepower per month | $17.20 | $16.55 | 3.9% | - The increase in horsepower utilization was primarily due to increased revenue generating horsepower and horsepower under contract but not yet generating revenue, driven by increased demand for services in the oil and gas industry[113](index=113&type=chunk) [Financial Results of Operations](index=25&type=section&id=Financial%20Results%20of%20Operations) [Three months ended June 30, 2022 compared to the three months ended June 30, 2021](index=25&type=section&id=Three%20months%20ended%20June%2030%2C%202022%20compared%20to%20the%20three%20months%20ended%20June%2030%2C%202021) | Metric | Three Months Ended June 30, 2022 (in thousands) | Three Months Ended June 30, 2021 (in thousands) | Change (%) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Total revenues | $171,461 | $156,562 | 9.5% | | Contract operations revenue | $163,969 | $151,800 | 8.0% | | Parts and service revenue | $3,605 | $1,818 | 98.3% | | Net income | $9,086 | $2,688 | 238.0% | - Contract operations revenue increased due to select price increases on the existing fleet (**3.9% increase** in average revenue per revenue generating horsepower per month) and a **2.8% increase** in average revenue generating horsepower[117](index=117&type=chunk) - Cost of operations (exclusive of depreciation and amortization) increased by **$9.6 million (20.9%)** due to higher direct expenses (fluids, parts), non-income taxes, retail parts and services expenses, vehicle fleet expenses, and direct labor costs[121](index=121&type=chunk) - No impairment of compression equipment was recorded for the three months ended June 30, 2022, compared to **$2.4 million** in the prior year[125](index=125&type=chunk)[127](index=127&type=chunk) [Six months ended June 30, 2022 compared to the six months ended June 30, 2021](index=27&type=section&id=Six%20months%20ended%20June%2030%2C%202022%20compared%20to%20the%20six%20months%20ended%20June%2030%2C%202021) | Metric | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | Change (%) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :--------- | | Total revenues | $334,873 | $314,075 | 6.6% | | Contract operations revenue | $321,637 | $304,325 | 5.7% | | Parts and service revenue | $5,531 | $3,856 | 43.4% | | Net income | $12,340 | $3,059 | 303.4% | - Contract operations revenue increased due to select price increases (**2.7% increase** in average revenue per revenue generating horsepower per month), a **1.1% increase** in average revenue generating horsepower, and increased natural gas treating services[131](index=131&type=chunk) - Cost of operations (exclusive of depreciation and amortization) increased by **$14.7 million (15.6%)** due to higher direct expenses (fluids, parts), outside maintenance costs, non-income taxes, vehicle fleet expenses, retail parts and services expenses, and direct labor costs[135](index=135&type=chunk) - Impairment of compression equipment decreased to **$0.4 million** for the six months ended June 30, 2022, from **$5.0 million** in the prior year[140](index=140&type=chunk) [Other Financial Data](index=29&type=section&id=Other%20Financial%20Data) | Metric | Three Months Ended June 30, 2022 (in thousands) | Three Months Ended June 30, 2021 (in thousands) | Change (%) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Gross margin | $57,344 | $51,731 | 10.9% | | Adjusted gross margin | $116,303 | $110,958 | 4.8% | | Adjusted EBITDA | $105,408 | $99,988 | 5.4% | | DCF | $55,576 | $52,536 | 5.8% | | DCF Coverage Ratio | 1.08x | 1.03x | 4.9% | | Cash Coverage Ratio | 1.09x | 1.04x | 4.8% | | Metric | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | Change (%) | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :--------- | | Gross margin | $107,960 | $99,586 | 8.4% | | Adjusted gross margin | $225,983 | $219,843 | 2.8% | | Adjusted EBITDA | $203,831 | $199,541 | 2.1% | | DCF | $105,722 | $105,116 | 0.6% | | DCF Coverage Ratio | 1.03x | 1.03x | 0.0% | | Cash Coverage Ratio | 1.04x | 1.04x | 0.0% | [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) - Primary liquidity needs include financing capital expenditures, servicing debt, funding working capital, and paying distributions, primarily sourced from operating activities, Credit Agreement borrowings, and debt/equity issuances[155](index=155&type=chunk) | Capital Expenditures | Six Months Ended June 30, 2022 (in millions) | Six Months Ended June 30, 2021 (in millions) | | :--------------------------- | :------------------------------------------- | :------------------------------------------- | | Maintenance capital expenditures | $12.0 | $9.5 | | Expansion capital expenditures | $52.3 | $12.4 | - Projected maintenance capital expenditures for 2022 are approximately **$23.0 million**, and expansion capital expenditures are projected between **$100.0 million and $110.0 million**[158](index=158&type=chunk)[159](index=159&type=chunk) - Net cash provided by operating activities decreased by **$9.8 million** for the six months ended June 30, 2022, compared to the prior year, primarily due to changes in working capital[162](index=162&type=chunk) - Net cash used in investing activities increased by **$32.6 million**, mainly due to a **$28.4 million** increase in capital expenditures for new compression units and reconfiguration costs[163](index=163&type=chunk) [Non-GAAP Financial Measures](index=31&type=section&id=Non-GAAP%20Financial%20Measures) [Adjusted Gross Margin](index=31&type=section&id=Adjusted%20Gross%20Margin) - Adjusted gross margin is defined as revenue less cost of operations, exclusive of depreciation and amortization expense, and is used as a supplemental measure of operating profitability[171](index=171&type=chunk) | Metric | Three Months Ended June 30, 2022 (in thousands) | Three Months Ended June 30, 2021 (in thousands) | Change (%) | | :------------------ | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Adjusted gross margin | $116,303 | $110,958 | 4.8% | | Metric | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | Change (%) | | :------------------ | :------------------------------------------ | :------------------------------------------ | :--------- | | Adjusted gross margin | $225,983 | $219,843 | 2.8% | [Adjusted EBITDA](index=32&type=section&id=Adjusted%20EBITDA) - Adjusted EBITDA is a key management tool for evaluating results of operations, assessing financial performance, viability of capital expenditure projects, and the ability to generate cash for debt payments and distributions[173](index=173&type=chunk) | Metric | Three Months Ended June 30, 2022 (in thousands) | Three Months Ended June 30, 2021 (in thousands) | Change (%) | | :------------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Adjusted EBITDA | $105,408 | $99,988 | 5.4% | | Metric | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | Change (%) | | :------------- | :------------------------------------------ | :------------------------------------------ | :--------- | | Adjusted EBITDA | $203,831 | $199,541 | 2.1% | [Distributable Cash Flow](index=33&type=section&id=Distributable%20Cash%20Flow) - Distributable Cash Flow (DCF) is an important measure for comparing basic cash flows generated (after Preferred Unit distributions and prior to retained cash reserves) to expected cash distributions to common unitholders[180](index=180&type=chunk) | Metric | Three Months Ended June 30, 2022 (in thousands) | Three Months Ended June 30, 2021 (in thousands) | Change (%) | | :----- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | DCF | $55,576 | $52,536 | 5.8% | | Metric | Six Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2021 (in thousands) | Change (%) | | :----- | :------------------------------------------ | :------------------------------------------ | :--------- | | DCF | $105,722 | $105,116 | 0.6% | [Coverage Ratios](index=35&type=section&id=Coverage%20Ratios) - DCF Coverage Ratio and Cash Coverage Ratio are used to gauge the company's ability to pay cash distributions to common unitholders[187](index=187&type=chunk) | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Change (%) | | :------------------ | :------------------------------- | :------------------------------- | :--------- | | DCF Coverage Ratio | 1.08x | 1.03x | 4.9% | | Cash Coverage Ratio | 1.09x | 1.04x | 4.8% | | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | Change (%) | | :------------------ | :----------------------------- | :----------------------------- | :--------- | | DCF Coverage Ratio | 1.03x | 1.03x | 0.0% | | Cash Coverage Ratio | 1.04x | 1.04x | 0.0% | [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's exposure to market risks, including commodity price, interest rate, and credit risks related to customer receivables - The company has no direct exposure to fluctuating commodity prices but is indirectly affected by demand for natural gas and crude oil, with a **1% decrease** in average revenue generating horsepower potentially leading to an annual **$6.1 million decrease** in revenue[192](index=192&type=chunk) - As of June 30, 2022, the company had **$558.7 million** in variable-rate indebtedness, and a **1% change** in the effective interest rate would result in an annual **$5.6 million change** in interest expense[193](index=193&type=chunk) - Credit risk is associated with receivables for services provided, and significant customer credit problems could materially impact the business[195](index=195&type=chunk) [ITEM 4. Controls and Procedures](index=37&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2022[197](index=197&type=chunk) - No material changes in internal control over financial reporting occurred during the last fiscal quarter[198](index=198&type=chunk) PART II. OTHER INFORMATION [ITEM 1. Legal Proceedings](index=38&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, with management not anticipating material adverse effects on financial position, operations, or cash flows - Resolution of legal proceedings is not expected to have a material adverse effect on the company's consolidated financial position, results of operations, or cash flows[201](index=201&type=chunk) [ITEM 1A. Risk Factors](index=38&type=section&id=ITEM%201A.%20Risk%20Factors) This section directs readers to comprehensive risk factors detailed in the 2021 Annual Report on Form 10-K and subsequent SEC filings - Security holders and potential investors are advised to consider risk factors outlined in the 2021 Annual Report on Form 10-K and subsequent SEC filings[202](index=202&type=chunk) [ITEM 6. Exhibits](index=38&type=section&id=ITEM%206.%20Exhibits) This section lists all documents filed, furnished, or incorporated by reference, including organizational documents, executive certifications, and XBRL financial data - The report includes certifications of the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2) and Inline XBRL financial data (Exhibit 101.1)[203](index=203&type=chunk) [SIGNATURES](index=39&type=section&id=SIGNATURES) This section contains official signatures of authorized officers Matthew C. Liuzzi and G. Tracy Owens, certifying the report on August 2, 2022 - The report was signed on August 2, 2022, by Matthew C. Liuzzi (Vice President, Chief Financial Officer and Treasurer) and G. Tracy Owens (Vice President of Finance and Chief Accounting Officer)[207](index=207&type=chunk)