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Organization and Description of Business | 6 Months Ended
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Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Organization and Description of Business | Organization and Description of Business Unless otherwise indicated, the terms “our,” “we,” “us,” “the Partnership,” and similar language refer to USA Compression Partners, LP, collectively with its consolidated subsidiaries. USA Compression Partners, LP is a Texas limited partnership. Through our operating subsidiaries, we provide natural gas compression services to customers under fixed-term contracts in the natural gas and crude oil industries, using compression packages that we design, engineer, own, operate, and maintain. We also own and operate a fleet of equipment used to provide natural gas treating services, such as carbon dioxide and hydrogen sulfide removal, cooling, and dehydration, as well as specialized manufacturing facilities for compression units. We provide compression services in unconventional resource plays throughout the U.S., including the Utica, Marcellus, Permian, Denver-Julesburg, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, and Bakken. USA Compression Partners, LP converted from a Delaware limited partnership to a Texas limited partnership on July 6, 2026. USA Compression GP, LLC is a Texas limited liability company that serves as our general partner. It is referred to herein as the “General Partner.” The General Partner is wholly owned by Energy Transfer. USA Compression GP, LLC converted from a Delaware limited liability company to a Texas limited liability company on July 6, 2026. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us. Acquisition of J-W Power Company On January 12, 2026 (the “J-W Acquisition Date”), the Partnership and USA Compression Partners, LLC, a wholly owned subsidiary of the Partnership, completed the acquisition of J-W Energy Company (“J-W Energy”) and its subsidiary, J-W Power Company (“J-W Power”), pursuant to which USA Compression Partners, LLC purchased all of the issued and outstanding capital stock of J-W Energy from Westerman, Ltd. (the “J-W Power Acquisition”). The J-W Power Acquisition had an initial purchase price of $860.0 million, which after accounting for our common unit price and certain purchase price adjustments, resulted in an aggregate payment of approximately $911.6 million, consisting of (i) approximately $455.0 million in cash and (ii) 18,175,323 common units of the Partnership, which had a fair value on the J-W Acquisition Date of approximately $456.6 million, subject to customary post-closing price adjustments. Upon consummation of the J-W Power Acquisition, J-W Power and J-W Energy became consolidated subsidiaries of the Partnership. The J-W Power Acquisition added approximately 0.8 million active horsepower and 1.0 million total horsepower to our fleet across key regions including the Northeast, Mid-Con, Rockies, Gulf Coast, Bakken and Permian Basin. J‑W Power also owns and operates specialized manufacturing facilities that support its internal compression requirements and those of third‑party customers. The J-W Power Acquisition was recorded using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of acquired assets requires management’s judgment and the utilization of a third-party valuation specialist and involves the use of significant estimates and assumptions. Pursuant to the acquisition method of accounting, the results of operations of J-W Power and J-W Energy prior to the J-W Acquisition Date are not included in the accompanying unaudited condensed consolidated financial statements. As of the date these consolidated financial statements were issued, management and the third-party valuation specialist continue to evaluate certain assumptions, which could result in a change to the allocation of the fair value between line items on the consolidated balance sheet, potentially impacting goodwill. The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed (in thousands):
| At January 12, 2026
Total current assets | $ | 136,404 |
Property and equipment, net | 868,672 |
Lease right-of-use assets, net | 4,589 |
Intangible assets, net (1) | 5,400 |
Other long-term assets, net | 1,296 |
Goodwill (2) | 117,446 |
Total assets | 1,133,807 |
Total current liabilities | 32,652 |
Non-current operating lease liabilities | 2,966 |
Deferred income taxes | 186,595 |
Total liabilities | 222,213 |
Total consideration | $ | 911,594 |
Cash acquired | 10,646 |
Total consideration, net of cash acquired | $ | 900,948 |
(1)Intangible assets, net consists of $5.4 million of trade names with a remaining useful life of approximately 3 years. (2)Goodwill recorded is primarily related to the recognition of deferred tax liabilities arising from acquisition date fair value adjustments with the remainder related to expected commercial and operational synergies, and is subject to change based on final purchase price allocations. None of the goodwill recorded as a result of this transaction is deductible for tax purposes. Pro Forma Results of Operations The following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2026 and 2025 are presented as if the J-W Power Acquisition had been completed on January 1, 2025 (in thousands).
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
Revenues | $ | 342,146 |  |  | $ | 339,883 |  |  | $ | 683,702 |  |  | $ | 664,466 |
Net income | 47,018 |  |  | 48,165 |  |  | 93,349 |  |  | 83,829 |
The pro forma consolidated results of operations include adjustments to: •include the results of J-W Power and J-W Energy for all periods presented; •include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting; •include incremental interest expense related to financing the transaction; •adjust for one-time expenses; and •adjust for relative changes in ownership resulting from the acquisition. The pro forma information is not necessarily indicative of the results of operations that would have occurred had the J-W Power Acquisition been made at the beginning of the periods presented or the future results of the combined operations. J-W Power and J-W Energy’s revenue and net income since the J-W Acquisition Date to June 30, 2026 included in our consolidated statement of operations were $167.6 million and $25.6 million, respectively. Expenses related to the J-W Power Acquisition As a result of the J-W Power Acquisition, we recognized $4.8 million of transaction-related costs in selling, general and administrative expenses during the six months ended June 30, 2026.

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