0001522727-24-000032 | 10-Q | XBRL Viewer | USA Compression Partners LP

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Contract operations revenue	$	229,091	$	202,403	$	452,871	$	395,545
Retail parts and services revenue	6,222		4,517		11,718		8,499
Total revenues	$	235,313	$	206,920	$	464,589	$	404,044

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Services provided over time:
Primary term	$	198,755	$	156,744	$	389,188	$	305,470
Month-to-month	30,336		45,659		63,683		90,075
Total services provided over time	229,091		202,403		452,871		395,545
Services provided or goods transferred at a point in time	6,222		4,517		11,718		8,499
Total revenues	$	235,313	$	206,920	$	464,589	$	404,044

Summary of deferred revenue

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


	Balance sheet location	June 30, 2024		December 31, 2023
Current (1)	Deferred revenue	$	65,746	$	62,589
Noncurrent	Other liabilities	5,352		6,000
Total		$	71,098	$	68,589

________________________________

(1)We recognized $1.7 million and $59.0 million of revenue during the three and six months ended June 30, 2024, respectively, related to our deferred revenue balance as of December 31, 2023.

Expected timing of recognizing remaining performance obligations

We expect to recognize these remaining performance obligations as follows (in thousands):


	2024 (remainder)		2025		2026		2027		Thereafter		Total
Remaining performance obligations	$	366,754	$	435,714	$	244,632	$	141,291	$	59,936	$	1,248,327

Revenue Recognition

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregation of Revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Contract operations revenue	$	229,091	$	202,403	$	452,871	$	395,545
Retail parts and services revenue	6,222		4,517		11,718		8,499
Total revenues	$	235,313	$	206,920	$	464,589	$	404,044

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Services provided over time:
Primary term	$	198,755	$	156,744	$	389,188	$	305,470
Month-to-month	30,336		45,659		63,683		90,075
Total services provided over time	229,091		202,403		452,871		395,545
Services provided or goods transferred at a point in time	6,222		4,517		11,718		8,499
Total revenues	$	235,313	$	206,920	$	464,589	$	404,044

Deferred Revenue

We record deferred revenue when cash payments are received or due in advance of our performance. Components of deferred revenue were as follows (in thousands):


	Balance sheet location	June 30, 2024		December 31, 2023
Current (1)	Deferred revenue	$	65,746	$	62,589
Noncurrent	Other liabilities	5,352		6,000
Total		$	71,098	$	68,589

________________________________

(1)We recognized $1.7 million and $59.0 million of revenue during the three and six months ended June 30, 2024, respectively, related to our deferred revenue balance as of December 31, 2023.

Performance Obligations

As of June 30, 2024, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $1.2 billion. We expect to recognize these remaining performance obligations as follows (in thousands):


	2024 (remainder)		2025		2026		2027		Thereafter		Total
Remaining performance obligations	$	366,754	$	435,714	$	244,632	$	141,291	$	59,936	$	1,248,327

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other Liabilities, Current [Abstract]
Accrued interest expense	$ 39,240	$ 31,960
Accrued unit-based compensation liability	28,098	21,896
Accrued capital expenditures	$ 9,483	$ 13,672

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 2024
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. We are a Delaware limited partnership. Through our operating subsidiaries, we provide natural gas compression services to customers under fixed-term contracts in the natural gas and crude oil industries, using compression packages that we design, engineer, own, operate, and maintain. We also own and operate a fleet of equipment used to provide natural gas treating services, such as carbon dioxide and hydrogen sulfide removal, cooling, and dehydration. We provide compression services in shale plays throughout the U.S., including the Utica, Marcellus, Permian Basin, Delaware Basin, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara, and Fayetteville shales. USA Compression GP, LLC, a Delaware limited liability company, serves as our general partner and is referred to herein as the “General Partner.” The General Partner is wholly owned by Energy Transfer. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us.

Partners’ Deficit (Tables)

6 Months Ended

Jun. 30, 2024

Partners' Capital Notes [Abstract]

Summary of change in common units outstanding

The changes in common units outstanding were as follows:


			Common Units Outstanding
Number of common units outstanding, December 31, 2023			100,986,011

Issuance of common units under the DRIP			30,596
Exercise and conversion of Preferred Units into common units			15,990,804
Number of common units outstanding, June 30, 2024			117,007,411

Schedule of distributions (in millions, except distribution per unit)

We have declared and paid per-unit quarterly distributions to our limited partner unitholders of record, including holders of our common and phantom units, as follows (dollars in millions, except distribution per unit):


Payment Date	Distribution per Limited Partner Unit		Amount Paid to Common Unitholders		Amount Paid to Phantom Unitholders		Total Distribution
February 3, 2023	$	0.525	$	51.6	$	1.1	$	52.7
May 5, 2023	0.525		51.6		1.1		52.7
August 4, 2023	0.525		51.6		1.2		52.8
November 3, 2023	0.525		51.6		1.1		52.7
Total 2023 distributions	$	2.10	$	206.4	$	4.5	$	210.9

February 2, 2024	$	0.525	$	54.1	$	1.0	$	55.1
May 3, 2024	0.525		61.4		1.0		62.4

Total 2024 distributions	$	1.05	$	115.5	$	2.0	$	117.5

Derivative Instrument - Derivative instrument, gain (loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gain on derivative instrument	$ 3,131	$ 14,550	$ 11,902	$ 14,550

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosure of contingent assets and liabilities that existed as of the date of the unaudited condensed consolidated financial statements. Although these estimates were based on management’s available knowledge of current and expected future events, actual results could differ from these estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances. We consider investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents.
Trade Accounts Receivable	Trade Accounts Receivable Trade accounts receivable are recorded at their invoiced amounts.
Allowance for Credit Losses	Allowance for Credit Losses We evaluate allowance for credit losses with reference to our trade accounts receivable balances, which are measured at amortized cost. Due to the short-term nature of our trade accounts receivable, we consider the amortized cost of trade accounts receivable to equal the receivable’s carrying amounts, excluding the allowance for credit losses. Our determination of the allowance for credit losses requires us to make estimates and judgments regarding our customers’ ability to pay amounts due. We continuously evaluate the financial strength of our customers and the overall business climate in which our customers operate, and make adjustments to the allowance for credit losses as necessary. We evaluate the financial strength of our customers by reviewing the aging of their receivables owed to us, our collection experiences with the customer, correspondence, financial information, and third-party credit ratings. We evaluate the business climate in which our customers operate by reviewing various publicly available materials regarding our customers’ industry, including the solvency of various companies in the industry.
Inventories	Inventories Inventories consist of serialized and non-serialized parts primarily used on compression units. All inventories are stated at the lower of cost or net realizable value. Serialized parts inventories are determined using the specific-identification cost method, while non-serialized parts inventories are determined using the weighted-average cost method. Purchases of inventories are considered operating activities within the unaudited condensed consolidated statements of cash flows.
Property and Equipment	Property and Equipment Property and equipment are carried at cost except for (i) certain acquired assets which are recorded at fair value on their respective acquisition dates and (ii) impaired assets which are recorded at fair value as of the last impairment evaluation date for which an adjustment was required. Overhauls and major improvements that increase the value or extend the life of compression equipment are capitalized and depreciated over three to five years. Ordinary maintenance and repairs are charged to cost of operations, exclusive of depreciation and amortization. When property and equipment is retired or sold, the associated carrying value and the related accumulated depreciation are removed from our accounts and any related gains or losses are recorded within the unaudited condensed consolidated statements of operations within the period of sale or disposition. Capitalized interest is calculated by multiplying our monthly effective interest rate on outstanding variable-rate indebtedness by the amount of qualifying costs, which include upfront payments to acquire certain compression units. Capitalized interest was $21 thousand and $56 thousand for the three and six months ended June 30, 2024, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2023, respectively.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The carrying value of long-lived assets that are not expected to be recovered from future cash flows are written down to estimated fair value. We test long-lived assets for impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recoverable or will no longer be utilized within the operating fleet. The most common circumstance requiring compression units to be evaluated for impairment involves idle units that do not meet the desired performance characteristics of our revenue-generating horsepower. The carrying value of a long-lived asset is not recoverable if the asset’s carrying value exceeds the sum of the undiscounted cash flows expected to be generated from the use and eventual disposition of the asset. If the carrying value of the long-lived asset exceeds the sum of the undiscounted cash flows associated with the asset, an impairment loss equal to the amount of the carrying value exceeding the fair value of the asset is recognized. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, based on an estimate of discounted cash flows, the expected net sale proceeds compared to the other similarly configured fleet units that we recently sold or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to continue using.
Identifiable Intangible Assets	Identifiable Intangible Assets Identifiable intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to our future cash flows. The estimated useful lives of our intangible assets range from 15 to 25 years.
Revenue Recognition	Revenue Recognition Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the provision of services or the transfer of goods. Revenue is measured at the amount of consideration we expect to receive in exchange for providing services or transferring goods. Incidental items, if any, that are immaterial in the context of the contract are recognized as expenses.
Income Taxes	Income Taxes USA Compression Partners, LP is organized as a partnership for U.S. federal and state income tax purposes. As a result, our partners are responsible for U.S. federal and state income taxes on their distributive share of our items of income, gain, loss, or deduction. Net earnings for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities. Texas also imposes an entity-level income tax on partnerships that is based on Texas-sourced taxable margin (the “Texas Margin Tax”). Texas Margin Tax impacts are included within our unaudited condensed consolidated financial statements. Our wholly owned finance subsidiary, USA Compression Finance Corp. (“Finance Corp”), is a corporation for U.S. federal and state income tax purposes and any resulting tax impacts attributable to Finance Corp are included within our unaudited condensed consolidated financial statements.
Pass Through Taxes	Pass-Through Taxes Sales taxes incurred on behalf of, and passed through to, customers are accounted for on a net basis.
Fair-Value Measurements	Fair-Value Measurements Accounting standards applicable to fair-value measurements establish a framework for measuring fair value and stipulate disclosures about fair-value measurements. The standards apply to recurring and non-recurring financial and non-financial assets and liabilities that require or permit fair-value measurements. Among the required disclosures is the fair-value hierarchy of inputs we use to value an asset or a liability. The three levels of the fair-value hierarchy are described as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of June 30, 2024, and December 31, 2023, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, a derivative instrument, and long-term debt. The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short-term maturities. Our revolving credit facility applies floating interest rates to amounts drawn under the facility; therefore, the carrying amount of our revolving credit facility approximates its fair value. The fair value of our Senior Notes 2026, Senior Notes 2027, and Senior Notes 2029 were estimated using quoted prices in inactive markets and are considered Level 2 measurements.The fair value of our derivative instrument, which is an interest-rate swap, was estimated based on inputs from actively quoted public markets, including interest-rate forward curves, and is considered a Level 2 measurement. We consider counterparty credit risk and our own credit risk in the determination of the estimated fair value.
Operating Segment	Operating Segment We operate in a single business segment, the compression services business.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 improves and enhances income tax disclosure requirements, including new disclosures related to tax rate reconciliation and income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024, and interim periods within annual periods beginning after December 15, 2025, with early adoption permitted. ASU 2023-09 is to be applied on a prospective basis, with retrospective application permitted. We are currently evaluating the impact, if any, of the amendments to ASU 2023-09 on our consolidated financial statements and related disclosures. In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves and enhances reportable segment disclosure requirements, including new disclosures related to significant segment expenses. The amendments in this update are effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 is to be applied on a retrospective basis. We are currently evaluating the impact of the amendments to ASU 2023-07 on our consolidated financial statements

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of aggregate principal amount and fair value of senior notes

The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2026, Senior Notes 2027, and Senior Notes 2029 (in thousands):


	June 30, 2024		December 31, 2023
Senior Notes 2026, aggregate principal	$	—	$	725,000
Fair value of Senior Notes 2026	—		720,621
Senior Notes 2027, aggregate principal	750,000		750,000
Fair value of Senior Notes 2027	750,000		737,963
Senior Notes 2029, aggregate principal	1,000,000		—
Fair value of Senior Notes 2029	1,003,750		—

Schedule of interest rate swap

The following table summarizes the gross fair value of our interest-rate swap (in thousands):


	June 30, 2024		December 31, 2023
Interest-rate swap	$	8,218	$	1,204

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Interest Rate Derivative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Interest Rate Swap
Derivatives, Fair Value [Line Items]
Interest-rate swap	$ 8,218	$ 1,204

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

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+ Details

Property and Equipment, Identifiable Intangible Assets and Goodwill - Depreciation and Loss (Gain) on Disposition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment and Identifiable Intangible Assets
Depreciation expense	$ 57,968	$ 52,694	$ 113,874	$ 104,835
Loss (gain) on disposition of assets	$ (18)	$ 309	$ 1,236	$ (67)

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income	$ 54,811	$ 34,525
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	128,564	119,525
Amortization of debt issuance costs	4,252	3,641
Unit-based compensation expense	8,331	9,628
Deferred income tax expense	97	19
Loss (gain) on disposition of assets	1,236	(67)
Loss on extinguishment of debt	4,966	0
Change in fair value of derivative instrument	(7,014)	(13,334)
Impairment of compression equipment	311	11,464
Changes in assets and liabilities:
Accounts receivable and related-party receivables, net	(10,764)	(5,811)
Inventories	(59,941)	(31,818)
Prepaid expenses and other current assets	(503)	(1,364)
Other assets	1,503	2,148
Accounts payable	557	583
Accrued liabilities and deferred revenue	35,022	1,070
Other liabilities	1,230	0
Net cash provided by operating activities	162,658	130,209
Cash flows from investing activities:
Capital expenditures, net	(147,150)	(106,402)
Proceeds from disposition of property and equipment	435	1,093
Net cash used in investing activities	(146,715)	(105,309)
Cash flows from financing activities:
Proceeds from long-term borrowings	582,530	511,766
Proceeds from issuance of senior notes	1,000,000	0
Repayments of long-term borrowings	(698,102)	(407,283)
Investments in government securities in connection with legal defeasance of the Senior Notes 2026	(748,764)	0
Deferred financing costs	(18,579)	(379)
Other	(682)	(226)
Net cash used in financing activities	(15,945)	(24,904)
Decrease in cash and cash equivalents	(2)	(4)
Cash and cash equivalents, beginning of period	11	35
Cash and cash equivalents, end of period	9	31
Supplemental cash flow information:
Cash paid for interest, net of capitalized amounts	60,860	78,181
Cash paid for income taxes	1,152	887
Supplemental non-cash transactions:
Non-cash distributions to certain common unitholders (DRIP)	771	1,040
Transfers from inventories to property and equipment, net	43,012	24,053
Changes in capital expenditures included in accounts payable and accrued liabilities	(4,189)	1,125
Changes in financing costs included in accounts payable and accrued liabilities	(96)	6
Exercise and conversion of Preferred Units into common units	300,700	0
Government securities transferred in connection with the legal defeasance of the Senior Notes 2026	748,764	0
Legal defeasance of Senior Notes 2026	725,000	0
Common units
Cash flows from financing activities:
Cash distributions	(116,748)	(104,407)
Preferred Units
Cash flows from financing activities:
Cash distributions	$ (15,600)	$ (24,375)

Debt Obligation (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of long-term debt

Our debt obligations, of which there is no current portion, consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Senior Notes 2026, aggregate principal	$	—	$	725,000
Senior Notes 2027, aggregate principal	750,000		750,000
Senior Notes 2029, aggregate principal	1,000,000		—
Less: deferred financing costs, net of amortization	(22,188)		(10,725)
Total senior notes, net	1,727,812		1,464,275
Revolving credit facility	756,241		871,813
Total long-term debt, net	$	2,484,053	$	2,336,088

Schedule of redemption prices (expressed as percentages of the principal amount)

On or after March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below:


Year	Percentages
2026	103.563	%
2027	101.781	%
2028 and thereafter	100.000	%

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Paragraph 1
-Subparagraph (SX 210.5-02(22))
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+ Details

Derivative Instrument - Narrative (Details) - Interest Rate Swap $ in Millions	Jun. 30, 2024 USD ($)
Derivative [Line Items]
Interest-rate swap, notional amount	$ 700
Interest-rate swap, fixed interest rate	3.9725%

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Serialized parts	$ 68,776	$ 59,901
Non-serialized parts	62,507	54,827
Total inventories	$ 131,283	$ 114,728

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-35779
Entity Registrant Name	USA Compression Partners, LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-2771546
Entity Address, Address Line One	111 Congress Avenue
Entity Address, Address Line Two	Suite 2400
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	512
Local Phone Number	473-2662
Title of 12(b) Security	Common units representing limited partner interests
Trading Symbol	USAC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Units outstanding (in units)		117,007,411
Entity Central Index Key	0001522727
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues:
Total revenues	$ 235,313	$ 206,920	$ 464,589	$ 404,044
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization	78,162	69,922	153,234	136,587
Depreciation and amortization	65,313	60,039	128,564	119,525
Selling, general, and administrative	14,173	14,950	37,000	34,051
Loss (gain) on disposition of assets	(18)	309	1,236	(67)
Impairment of compression equipment	311	10,273	311	11,464
Total costs and expenses	157,941	155,493	320,345	301,560
Operating income	77,372	51,427	144,244	102,484
Other income (expense):
Interest expense, net	(48,828)	(42,045)	(95,494)	(81,835)
Loss on extinguishment of debt	0	0	(4,966)	0
Gain on derivative instrument	3,131	14,550	11,902	14,550
Other	26	57	60	81
Total other expense	(45,671)	(27,438)	(88,498)	(67,204)
Net income before income tax expense	31,701	23,989	55,746	35,280
Income tax expense	463	405	935	755
Net income	31,238	23,584	54,811	34,525
Less: distributions on Preferred Units	(4,387)	(12,188)	(8,775)	(24,375)
Net income attributable to common unitholders’ interests	$ 26,851	$ 11,396	$ 46,036	$ 10,150
Weighted average common units outstanding - basic (in shares)	116,849	98,271	109,692	98,259
Weighted average common units outstanding - diluted (in shares)	117,972	99,694	110,789	99,738
Basic net income per common unit (in dollars per share)	$ 0.23	$ 0.12	$ 0.42	$ 0.10
Diluted net income per common unit (in dollars per share)	0.23	0.11	0.42	0.10
Distributions declared per common unit for respective periods (in dollars per share)	$ 0.525	$ 0.525	$ 1.05	$ 1.05
Contract operations
Revenues:
Total revenues	$ 223,643	$ 196,982	$ 441,747	$ 385,521
Parts and service
Revenues:
Total revenues	5,827	4,102	11,287	7,980
Related party
Revenues:
Total revenues	$ 5,843	$ 5,836	$ 11,555	$ 10,543

Trade Accounts Receivable	6 Months Ended
Trade Accounts Receivable	Jun. 30, 2024
Receivables [Abstract]
Trade Accounts Receivable	Trade Accounts Receivable The allowance for credit losses, which was $2.3 million at both June 30, 2024 and December 31, 2023, represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Derivative Instrument (Tables)

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair value of our derivative instruments

The following table summarizes the location and fair value of our derivative instrument on our unaudited condensed consolidated balance sheets (in thousands):


	Assets				Liabilities
Balance Sheet Classification	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Derivative instrument	$	7,178	$	5,670	$	—	$	—
Derivative instrument, long term	1,040		—		—		4,466

Derivative instruments, gain (loss)

The following table summarizes the location and amounts recognized related to our derivative instrument within our unaudited condensed consolidated statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
Income Statement Classification	2024		2023		2024		2023
Gain on derivative instrument	$	3,131	$	14,550	$	11,902	$	14,550

Property and Equipment, Identifiable Intangible Assets and Goodwill - Identifiable Intangible Assets (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Identifiable intangible assets, net
Net balance, beginning of period	$ 245,652
Amortization expense	(14,690)
Net balance, end of period	230,962
Customer Relationships
Identifiable intangible assets, net
Net balance, beginning of period	224,639
Amortization expense	(13,052)
Net balance, end of period	211,587
Trade Names
Identifiable intangible assets, net
Net balance, beginning of period	21,013
Amortization expense	(1,638)
Net balance, end of period	$ 19,375

Preferred Units - Schedule of Dividends Declared (Details) - $ / shares							6 Months Ended	12 Months Ended
	May 03, 2024	Feb. 02, 2024	Nov. 03, 2023	Aug. 04, 2023	May 05, 2023	Feb. 03, 2023	Jun. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Preferred stock, dividend paid per share (in dollars per share)	$ 24.375	$ 24.375	$ 24.375	$ 24.375	$ 24.375	$ 24.375	$ 48.75	$ 97.50

Related Party Disclosures (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Revenue Recognized from such Affiliated ETO Entities

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Related-party revenues	$	5,843	$	5,836	$	11,555	$	10,543

Trade Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Allowance for credit losses	$ 2,260	$ 2,260

Debt Obligation - Summary of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: deferred financing costs, net of amortization	$ (22,188)	$ (10,725)
Total long-term debt, net	2,484,053	2,336,088
Senior Notes
Debt Instrument [Line Items]
Total long-term debt, net	1,727,812	1,464,275
Senior Notes 2026
Debt Instrument [Line Items]
Long-term debt, aggregate principal	0	725,000
Senior Notes 2027
Debt Instrument [Line Items]
Long-term debt, aggregate principal	750,000	750,000
Senior Notes 2029
Debt Instrument [Line Items]
Long-term debt, aggregate principal	1,000,000	0
Revolving credit facility
Debt Instrument [Line Items]
Total long-term debt, net	$ 756,241	$ 871,813

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

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-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

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-Topic 470
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-Section 50
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-Subparagraph (b)(1)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

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-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

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-Topic 835
-SubTopic 30
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-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Other Current Liabilities

6 Months Ended

Jun. 30, 2024

Other Liabilities, Current [Abstract]

Other Current Liabilities

Components of other current liabilities included the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued interest expense	$	39,240	$	31,960

Accrued unit-based compensation liability	28,098		21,896
Accrued capital expenditures	9,483		13,672

Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital (Deficit) (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Common units
Distribution and DERs (in dollars per share)	$ 0.525	$ 0.525	$ 0.525	$ 0.525

Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment, Intangible Assets, and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment
Capitalized interest	$ 21	$ 300	$ 56	$ 600
Minimum
Property and Equipment
Amortization period of identifiable intangible assets	15 years		15 years
Maximum
Property and Equipment
Amortization period of identifiable intangible assets	25 years		25 years
Compression equipment overhauls \| Minimum
Property and Equipment
Estimated useful lives	3 years		3 years
Compression equipment overhauls \| Maximum
Property and Equipment
Estimated useful lives	5 years		5 years

Inventories (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Summary of components of inventories

Components of inventories are as follows (in thousands):


	June 30, 2024		December 31, 2023
Serialized parts	$	68,776	$	59,901
Non-serialized parts	62,507		54,827
Total inventories	$	131,283	$	114,728

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ 31,238	$ 23,584	$ 54,811	$ 34,525

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 946
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-SubTopic 10
-Name Accounting Standards Codification
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-SubTopic 10
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-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Revenue Recognition - Contract Asset and Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 65,746	$ 65,746	$ 62,589
Other liabilities	5,352	5,352	6,000
Total	71,098	71,098	$ 68,589
Revenue recognized related to deferred revenue	$ 1,700	$ 59,000

Transactions with Related Parties

6 Months Ended

Jun. 30, 2024

Transactions with Related Parties

We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of June 30, 2024, owned approximately 39% of our limited partner interests and 100% of the General Partner.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Related-party revenues	$	5,843	$	5,836	$	11,555	$	10,543

We had approximately $0.1 million and $0 of related-party receivables on our unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively, from those entities affiliated with Energy Transfer.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

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-Topic 946
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Topic 850
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-Topic 850
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-Topic 850
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Inventories

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Inventories

Components of inventories are as follows (in thousands):


	June 30, 2024		December 31, 2023
Serialized parts	$	68,776	$	59,901
Non-serialized parts	62,507		54,827
Total inventories	$	131,283	$	114,728

Property and Equipment, Identifiable Intangible Assets and Goodwill (Tables)

6 Months Ended

Jun. 30, 2024

Property and Equipment and Identifiable Intangible Assets

Schedule of property and equipment

Property and equipment consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Compression and treating equipment	$	4,061,436	$	3,902,115
Automobiles and vehicles	52,934		46,395
Computer equipment	34,946		33,456
Leasehold improvements	9,450		9,414
Buildings	3,935		3,464
Furniture and fixtures	897		868
Land	77		77
Total property and equipment, gross	4,163,675		3,995,789
Less: accumulated depreciation and amortization	(1,855,088)		(1,758,164)
Total property and equipment, net	$	2,308,587	$	2,237,625

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Depreciation expense	$	57,968	$	52,694	$	113,874	$	104,835
Loss (gain) on disposition of assets	(18)		309		1,236		(67)

Schedule of estimated useful lives of property, plant, and equipment

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows:


Compression and treating equipment, acquired new			25 years
Compression and treating equipment, acquired used			5 - 25 years
Furniture and fixtures			3 - 10 years
Vehicles and computer equipment			1 - 10 years
Buildings			5 years
Leasehold improvements			5 years

Schedule of identifiable intangible assets

Identifiable intangible assets, net consisted of the following (in thousands):


	Customer Relationships		Trade Names		Total
Net balance as of December 31, 2023	$	224,639	$	21,013	$	245,652
Amortization expense	(13,052)		(1,638)		(14,690)
Net balance as of June 30, 2024	$	211,587	$	19,375	$	230,962

Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

Components of other current liabilities

Components of other current liabilities included the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued interest expense	$	39,240	$	31,960

Accrued unit-based compensation liability	28,098		21,896
Accrued capital expenditures	9,483		13,672

Partners’ Deficit - Cash Distributions (Details) - Cash Distributions - USD ($) $ / shares in Units, $ in Millions							6 Months Ended	12 Months Ended
	May 03, 2024	Feb. 02, 2024	Nov. 03, 2023	Aug. 04, 2023	May 05, 2023	Feb. 03, 2023	Jun. 30, 2024	Dec. 31, 2023
Cash Distributions
Total distribution	$ 62.4	$ 55.1	$ 52.7	$ 52.8	$ 52.7	$ 52.7	$ 117.5	$ 210.9
Phantom Unitholders
Cash Distributions
Total distribution	$ 1.0	$ 1.0	$ 1.1	$ 1.2	$ 1.1	$ 1.1	$ 2.0	$ 4.5
Limited partner \| Common units
Cash Distributions
Distribution per limited partner unit (in dollars per share)	$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 1.05	$ 2.10
Total distribution	$ 61.4	$ 54.1	$ 51.6	$ 51.6	$ 51.6	$ 51.6	$ 115.5	$ 206.4

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for credit losses	$ 2,260	$ 2,260
Common units issued (in shares)	117,007,411	100,986,011
Common units outstanding (in shares)	117,007,411	100,986,011

Property and Equipment, Identifiable Intangible Assets and Goodwill - Property, Plant and Equipment Useful Lives (Details)	Jun. 30, 2024
Compression and treating equipment, acquired new
Property and Equipment
Estimated useful lives	25 years
Buildings
Property and Equipment
Estimated useful lives	5 years
Leasehold improvements
Property and Equipment
Estimated useful lives	5 years
Minimum \| Compression and treating equipment, acquired used
Property and Equipment
Estimated useful lives	5 years
Minimum \| Furniture and fixtures
Property and Equipment
Estimated useful lives	3 years
Minimum \| Vehicles and computer equipment
Property and Equipment
Estimated useful lives	1 year
Maximum \| Compression and treating equipment, acquired used
Property and Equipment
Estimated useful lives	25 years
Maximum \| Furniture and fixtures
Property and Equipment
Estimated useful lives	10 years
Maximum \| Vehicles and computer equipment
Property and Equipment
Estimated useful lives	10 years

Derivative Instrument - Fair value of our derivative instrument (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets
Derivative instrument	$ 7,178	$ 5,670
Derivative instrument, long term	1,040	0
Derivative Liability [Abstract]
Derivative instrument	0	0
Derivative instrument, long term	$ 0	$ 4,466

Preferred Units (Tables)

6 Months Ended

Jun. 30, 2024

Preferred Units and Warrants

Dividends Declared

We have declared and paid per-unit quarterly cash distributions to the holders of the Preferred Units of record as follows:


Payment Date	Distribution per Preferred Unit
February 3, 2023	$	24.375
May 5, 2023	24.375
August 4, 2023	24.375
November 3, 2023	24.375
Total 2023 distributions	$	97.50

February 2, 2024	$	24.375
May 3, 2024	24.375

Total 2024 distributions	$	48.75

Changes in the Preferred Units balance

The change in Preferred Units outstanding was as follows:


			Preferred Units Outstanding
Number of Preferred Units outstanding, December 31, 2023			500,000
Exercise and conversion of Preferred Units into common units			(320,000)
Number of Preferred Units outstanding, June 30, 2024			180,000

Changes in the Preferred Units’ balance are as follows (in thousands):


	Preferred Units
Balance as of December 31, 2023	$	476,334
Cash distributions on Preferred Units	(15,600)
Exercise and conversion of Preferred Units into common units	(300,700)
Net income allocated to Preferred Units	8,775
Balance as of June 30, 2024	$	168,809

Basis of Presentation and Summary of Significant Accounting Policies - Fair Value of Senior Notes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Senior Notes 2026
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate principal	$ 0	$ 725,000
Fair value	0	720,621
Senior Notes 2027
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate principal	750,000	750,000
Fair value	750,000	737,963
Senior Notes 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate principal	1,000,000	0
Fair value	$ 1,003,750	$ 0

Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenues	$ 235,313	$ 206,920	$ 464,589	$ 404,044
Services provided over time:
Disaggregation of Revenue [Line Items]
Total revenues	229,091	202,403	452,871	395,545
Primary term
Disaggregation of Revenue [Line Items]
Total revenues	198,755	156,744	389,188	305,470
Month-to-month
Disaggregation of Revenue [Line Items]
Total revenues	30,336	45,659	63,683	90,075
Services provided or goods transferred at a point in time
Disaggregation of Revenue [Line Items]
Total revenues	6,222	4,517	11,718	8,499
Contract operations revenue
Disaggregation of Revenue [Line Items]
Total revenues	229,091	202,403	452,871	395,545
Retail parts and services revenue
Disaggregation of Revenue [Line Items]
Total revenues	$ 6,222	$ 4,517	$ 11,718	$ 8,499

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to SEC rules and regulations.

In the opinion of our management, financial information presented herein reflects all normal recurring adjustments necessary for the fair presentation of these interim unaudited condensed consolidated financial statements in accordance with GAAP. Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with SEC rules and regulations. Therefore, these interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2023, filed on February 13, 2024 (our “2023 Annual Report”).

Use of Estimates

Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosure of contingent assets and liabilities that existed as of the date of the unaudited condensed consolidated financial statements. Although these estimates were based on management’s available knowledge of current and expected future events, actual results could differ from these estimates.

Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances. We consider investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents.

Trade Accounts Receivable

Trade accounts receivable are recorded at their invoiced amounts.

Allowance for Credit Losses

We evaluate allowance for credit losses with reference to our trade accounts receivable balances, which are measured at amortized cost. Due to the short-term nature of our trade accounts receivable, we consider the amortized cost of trade accounts receivable to equal the receivable’s carrying amounts, excluding the allowance for credit losses.

Our determination of the allowance for credit losses requires us to make estimates and judgments regarding our customers’ ability to pay amounts due. We continuously evaluate the financial strength of our customers and the overall business climate in which our customers operate, and make adjustments to the allowance for credit losses as necessary. We evaluate the financial strength of our customers by reviewing the aging of their receivables owed to us, our collection experiences with the customer, correspondence, financial information, and third-party credit ratings. We evaluate the business climate in which our customers operate by reviewing various publicly available materials regarding our customers’ industry, including the solvency of various companies in the industry.

Inventories

Inventories consist of serialized and non-serialized parts primarily used on compression units. All inventories are stated at the lower of cost or net realizable value. Serialized parts inventories are determined using the specific-identification cost method, while non-serialized parts inventories are determined using the weighted-average cost method. Purchases of inventories are considered operating activities within the unaudited condensed consolidated statements of cash flows.

Property and Equipment

Property and equipment are carried at cost except for (i) certain acquired assets which are recorded at fair value on their respective acquisition dates and (ii) impaired assets which are recorded at fair value as of the last impairment evaluation date for which an adjustment was required. Overhauls and major improvements that increase the value or extend the life of compression equipment are capitalized and depreciated over three to five years. Ordinary maintenance and repairs are charged to cost of operations, exclusive of depreciation and amortization.

When property and equipment is retired or sold, the associated carrying value and the related accumulated depreciation are removed from our accounts and any related gains or losses are recorded within the unaudited condensed consolidated statements of operations within the period of sale or disposition.

Capitalized interest is calculated by multiplying our monthly effective interest rate on outstanding variable-rate indebtedness by the amount of qualifying costs, which include upfront payments to acquire certain compression units. Capitalized interest was $21 thousand and $56 thousand for the three and six months ended June 30, 2024, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2023, respectively.

Impairment of Long-Lived Assets

The carrying value of long-lived assets that are not expected to be recovered from future cash flows are written down to estimated fair value. We test long-lived assets for impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recoverable or will no longer be utilized within the operating fleet. The most common circumstance requiring compression units to be evaluated for impairment involves idle units that do not meet the desired performance characteristics of our revenue-generating horsepower.

The carrying value of a long-lived asset is not recoverable if the asset’s carrying value exceeds the sum of the undiscounted cash flows expected to be generated from the use and eventual disposition of the asset. If the carrying value of the long-lived asset exceeds the sum of the undiscounted cash flows associated with the asset, an impairment loss equal to the amount of the carrying value exceeding the fair value of the asset is recognized. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, based on an estimate of discounted cash flows, the expected net sale proceeds compared to the other similarly configured fleet units that we recently sold or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to continue using.

Refer to Note 5 for more detailed information about impairment charges during the three and six months ended June 30, 2024 and 2023.

Identifiable Intangible Assets

Identifiable intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to our future cash flows. The estimated useful lives of our intangible assets range from 15 to 25 years.

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the provision of services or the transfer of goods. Revenue is measured at the amount of consideration we expect to receive

in exchange for providing services or transferring goods. Incidental items, if any, that are immaterial in the context of the contract are recognized as expenses.

Income Taxes

USA Compression Partners, LP is organized as a partnership for U.S. federal and state income tax purposes. As a result, our partners are responsible for U.S. federal and state income taxes on their distributive share of our items of income, gain, loss, or deduction. Net earnings for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities.

Texas also imposes an entity-level income tax on partnerships that is based on Texas-sourced taxable margin (the “Texas Margin Tax”). Texas Margin Tax impacts are included within our unaudited condensed consolidated financial statements. Our wholly owned finance subsidiary, USA Compression Finance Corp. (“Finance Corp”), is a corporation for U.S. federal and state income tax purposes and any resulting tax impacts attributable to Finance Corp are included within our unaudited condensed consolidated financial statements.

Pass-Through Taxes

Sales taxes incurred on behalf of, and passed through to, customers are accounted for on a net basis.

Fair-Value Measurements

Accounting standards applicable to fair-value measurements establish a framework for measuring fair value and stipulate disclosures about fair-value measurements. The standards apply to recurring and non-recurring financial and non-financial assets and liabilities that require or permit fair-value measurements. Among the required disclosures is the fair-value hierarchy of inputs we use to value an asset or a liability. The three levels of the fair-value hierarchy are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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

As of June 30, 2024, and December 31, 2023, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, a derivative instrument, and long-term debt. The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short-term maturities. Our revolving credit facility applies floating interest rates to amounts drawn under the facility; therefore, the carrying amount of our revolving credit facility approximates its fair value.

The fair value of our Senior Notes 2026, Senior Notes 2027, and Senior Notes 2029 were estimated using quoted prices in inactive markets and are considered Level 2 measurements. The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2026, Senior Notes 2027, and Senior Notes 2029 (in thousands):


	June 30, 2024		December 31, 2023
Senior Notes 2026, aggregate principal	$	—	$	725,000
Fair value of Senior Notes 2026	—		720,621
Senior Notes 2027, aggregate principal	750,000		750,000
Fair value of Senior Notes 2027	750,000		737,963
Senior Notes 2029, aggregate principal	1,000,000		—
Fair value of Senior Notes 2029	1,003,750		—

The fair value of our derivative instrument, which is an interest-rate swap, was estimated based on inputs from actively quoted public markets, including interest-rate forward curves, and is considered a Level 2 measurement. We consider counterparty credit risk and our own credit risk in the determination of the estimated fair value. The following table summarizes the gross fair value of our interest-rate swap (in thousands):


	June 30, 2024		December 31, 2023
Interest-rate swap	$	8,218	$	1,204

Refer to Note 7 below for additional information on the interest-rate swap.

Operating Segment

We operate in a single business segment, the compression services business.

Debt Obligation - Narrative (Details)		3 Months Ended		6 Months Ended
Debt Obligation - Narrative (Details)	Mar. 18, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Oct. 01, 2023 USD ($)	Dec. 08, 2021
Long-term Debt
Loss on extinguishment of debt		$ 0	$ 0	$ 4,966,000	$ 0
USA Compression Partners, LP
Long-term Debt
Ownership interest percentage				100.00%
Revolving credit facility
Long-term Debt
Maximum borrowing capacity		1,600,000,000		$ 1,600,000,000
Outstanding borrowings		756,200,000		756,200,000
Letters of credit		500,000		500,000
Borrowing base availability		843,300,000		843,300,000
Line of credit facility, current borrowing capacity		$ 424,400,000		$ 424,400,000
Weighted average interest rate				7.98%
Commitment fee percentage				0.375%
Capacity available for repayment of debt						$ 100,000,000
Minimum EBITDA to interest coverage ratio		2.50		2.50
Maximum funded debt to EBITDA ratio						5.25
Increase in maximum funded debt to EBITDA ratio in connection with certain future acquisitions							0.25
Debt instrument covenant maximum funded debt to EBITDA ratio with specified acquisition		5.50		5.50
Debt instrument, unused borrowing capacity, threshold		$ 70,000,000		$ 70,000,000
Effective interest rate		8.10%		8.10%
Revolving credit facility \| Minimum
Long-term Debt
Debt Instrument Secured Indebtedness To EBITDA Ratio							0.00
Revolving credit facility \| Maximum
Long-term Debt
Debt Instrument Secured Indebtedness To EBITDA Ratio							3.00
Senior Notes \| Senior Notes 2029
Long-term Debt
Long-term debt, aggregate principal	$ 1,000,000,000.0
debt interest rate, stated percentage	7.125%
Financing costs	$ 18,200,000
Senior Notes \| Senior Notes 2029 \| Prior to March 15, 2026
Long-term Debt
Principal amount redeemed (as a percent)	40.00%
Redemption price (as a percent)	107.125%
Amount of principal of debt outstanding after redemption, percent	60.00%
Senior Notes \| Senior Notes 2029 \| Debt Redemption In a Change of Control
Long-term Debt
Redemption price (as a percent)	101.00%
Senior Notes \| Senior Notes 2026
Long-term Debt
Long-term debt, aggregate principal	$ 725,000,000
Debt defeasance, required cash outlay	748,800,000
Loss on extinguishment of debt				$ 5,000,000
Deferred debt issuance cost, writeoff				$ 4,300,000
Debt outstanding balance, including accrued interest	$ 748,100,000
Senior Notes \| Senior Notes 2027
Long-term Debt
Effective interest rate		6.875%		6.875%

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies (a)Major Customers One customer accounted for approximately 12% and 10% of total revenues for the three and six months ended June 30, 2024 and 2023, respectively. (b)Litigation From time to time, we and our subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows. (c)Tax Contingencies Our compliance with state and local sales tax regulations is subject to audit by various taxing authorities. Certain taxing authorities have either claimed or issued an assessment that specific operational processes, which we and others in our industry regularly conduct, result in transactions that are subject to state sales taxes. We and others in our industry have disputed these claims and assessments based on either existing tax statutes or published guidance by the taxing authorities. We currently are protesting certain assessments made by the Oklahoma Tax Commission (“OTC”). We believe it is reasonably possible that we could incur losses related to this assessment. Whether, and to what extent, we incur losses depends on whether the administrative law judge assigned by the OTC accepts or rejects our position that the transactions are not taxable and, if rejected, whether we ultimately lose any and all subsequent legal challenges to such determination. We estimate that the range of losses we could incur is from $0 to approximately $29.7 million, including penalties and interest. Our U.S. federal income tax returns for the years 2019 and 2020 currently are under examination by the Internal Revenue Service (“IRS”). The IRS has issued preliminary partnership examination changes, along with imputed underpayment computations, for the 2019 and 2020 tax years. Under the Bipartisan Budget Act of 2015, there are several procedural steps, including an appeals process, to complete before a final imputed underpayment, if any, is determined. Based on discussions with the IRS, we estimate a potential range of loss from a final imputed underpayment of $0 to approximately $27.4 million, including interest, for potential adjustments resulting from the IRS examinations. Once a final partnership imputed underpayment, if any, is determined, our General Partner may elect to either pay the imputed underpayment (including any applicable penalties and interest) directly to the IRS or, if eligible, issue a revised information statement to each unitholder, and former unitholder, with respect to an audited and adjusted return. (d)Environmental Our operations are subject to federal, state, and local laws, rules, and regulations regarding water quality, hazardous and solid waste management, air quality control, and other environmental matters. These laws, rules, and regulations require that we conduct our operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections, and other approvals. Failure to comply with applicable environmental laws, rules, and regulations may expose us to significant fines, penalties, and/or interruptions in operations. Our environmental policies and procedures are designed to achieve compliance with such applicable laws, rules, and regulations. These evolving laws, rules, and regulations, and claims for damages to property, employees, other persons, and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future.

Recent Accounting Pronouncements	6 Months Ended
Recent Accounting Pronouncements	Jun. 30, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 improves and enhances income tax disclosure requirements, including new disclosures related to tax rate reconciliation and income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024, and interim periods within annual periods beginning after December 15, 2025, with early adoption permitted. ASU 2023-09 is to be applied on a prospective basis, with retrospective application permitted. We are currently evaluating the impact, if any, of the amendments to ASU 2023-09 on our consolidated financial statements and related disclosures. In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves and enhances reportable segment disclosure requirements, including new disclosures related to significant segment expenses. The amendments in this update are effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 is to be applied on a retrospective basis. We are currently evaluating the impact of the amendments to ASU 2023-07 on our consolidated financial statements

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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-URI https://asc.fasb.org/1943274/2147483550/848-10-65-1

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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

+ Details

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| One Unnamed Customer
Other commitments
Customer concentration risk	12.00%	10.00%	12.00%	10.00%
Minimum \| Oklahoma Tax Commission
Other commitments
Income tax examination, estimate of possible loss			$ 0.0
Minimum \| Internal Revenue Service (IRS)
Other commitments
Income tax examination, estimate of possible loss			0.0
Maximum \| Oklahoma Tax Commission
Other commitments
Income tax examination, estimate of possible loss			29.7
Maximum \| Internal Revenue Service (IRS)
Other commitments
Income tax examination, estimate of possible loss			$ 27.4

Preferred Units

6 Months Ended

Jun. 30, 2024

Preferred Units and Warrants

Preferred Units

The Preferred Units have a face value of $1,000 and rank senior to our common units with respect to distributions and liquidation rights. The holders of the Preferred Units are entitled to receive cumulative quarterly cash distributions equal to $24.375 per Preferred Unit.

The change in Preferred Units outstanding was as follows:


			Preferred Units Outstanding
Number of Preferred Units outstanding, December 31, 2023			500,000
Exercise and conversion of Preferred Units into common units			(320,000)
Number of Preferred Units outstanding, June 30, 2024			180,000

Redemption and Conversion Features

The Preferred Units are convertible, at the option of the holder, into common units in accordance with the terms of our Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). The conversion rate for the Preferred Units is the quotient of (i) the sum of (a) $1,000, plus (b) any unpaid cash distributions on the applicable Preferred Unit, divided by (ii) $20.0115 for each Preferred Unit.

We have the option to redeem all or any portion of the Preferred Units then outstanding, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement. On or after April 2, 2028, each holder of the Preferred Units will have the right to require us to redeem all or a portion of their Preferred Units, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement, which we may elect to pay up to 50% in common units, subject to certain additional limits.

January 2024 Conversion

On January 12, 2024, the holders of the Preferred Units elected to convert 40,000 Preferred Units into 1,998,850 common units. These Preferred Units were converted into common units and, for our fourth-quarter 2023 distribution, the holders received the common unit distribution of $0.525 on the 1,998,850 common units in lieu of the Preferred Unit distribution of $24.375 on the converted 40,000 Preferred Units.

April 2024 Conversion

On April 1, 2024, the holders of the Preferred Units elected to convert 280,000 Preferred Units into 13,991,954 common units. These Preferred Units were converted into common units and, for our first-quarter 2024 distribution, the holders received the common unit distribution of $0.525 on the 13,991,954 common units in lieu of the Preferred Unit distribution of $24.375 on the converted 280,000 Preferred Units.

Cash Distributions

We have declared and paid per-unit quarterly cash distributions to the holders of the Preferred Units of record as follows:


Payment Date	Distribution per Preferred Unit
February 3, 2023	$	24.375
May 5, 2023	24.375
August 4, 2023	24.375
November 3, 2023	24.375
Total 2023 distributions	$	97.50

February 2, 2024	$	24.375
May 3, 2024	24.375

Total 2024 distributions	$	48.75

Announced Quarterly Distribution

On July 11, 2024, we declared a cash distribution of $24.375 per unit on our Preferred Units. The distribution was paid on August 2, 2024, to the holders of the Preferred Units of record as of the close of business on July 22, 2024.

Changes in the Preferred Units’ balance are as follows (in thousands):


	Preferred Units
Balance as of December 31, 2023	$	476,334
Cash distributions on Preferred Units	(15,600)
Exercise and conversion of Preferred Units into common units	(300,700)
Net income allocated to Preferred Units	8,775
Balance as of June 30, 2024	$	168,809

Transactions with Related Parties - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
USA Compression Partners, LP \| Energy Transfer LP
Transactions with Related Parties
Ownership interest percentage	39.00%
USA Compression GP, LLC \| Energy Transfer LP
Transactions with Related Parties
Ownership interest percentage	100.00%
Entities Affiliated With Energy Transfer LP
Transactions with Related Parties
Receivables from related party	$ 100	$ 0

Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital (Deficit) - USD ($) $ in Thousands	Total	Common units	Warrants
Beginning balance partners’ capital (deficit) at Dec. 31, 2022	$ (116,299)	$ (125,111)	$ 8,812
Increase (Decrease) in Partners' Capital
Distributions and DERs	(51,602)	(51,602)	0
Issuance of common units under the DRIP	617	617	0
Unit-based compensation for equity-classified awards	69	69	0
Net income attributable to common unitholders’ interests	(1,246)	(1,246)	0
Ending balance partners’ capital (deficit) at Mar. 31, 2023	(168,461)	(177,273)	8,812
Beginning balance partners’ capital (deficit) at Dec. 31, 2022	(116,299)	(125,111)	8,812
Increase (Decrease) in Partners' Capital
Net income attributable to common unitholders’ interests	10,150
Ending balance partners’ capital (deficit) at Jun. 30, 2023	(208,190)	(217,002)	8,812
Beginning balance partners’ capital (deficit) at Mar. 31, 2023	(168,461)	(177,273)	8,812
Increase (Decrease) in Partners' Capital
Distributions and DERs	(51,617)	(51,617)	0
Issuance of common units under the DRIP	423	423	0
Unit-based compensation for equity-classified awards	69	69	0
Net income attributable to common unitholders’ interests	11,396	11,396	0
Ending balance partners’ capital (deficit) at Jun. 30, 2023	(208,190)	(217,002)	$ 8,812
Beginning balance partners’ capital (deficit) at Dec. 31, 2023		(293,285)
Increase (Decrease) in Partners' Capital
Distributions and DERs		(54,098)
Issuance of common units under the DRIP		440
Unit-based compensation for equity-classified awards		78
Exercise and conversion of Preferred Units into common units		38,108
Net income attributable to common unitholders’ interests		19,185
Ending balance partners’ capital (deficit) at Mar. 31, 2024		(289,572)
Beginning balance partners’ capital (deficit) at Dec. 31, 2023		(293,285)
Increase (Decrease) in Partners' Capital
Net income attributable to common unitholders’ interests	46,036
Ending balance partners’ capital (deficit) at Jun. 30, 2024	(61,168)
Beginning balance partners’ capital (deficit) at Mar. 31, 2024		(289,572)
Increase (Decrease) in Partners' Capital
Distributions and DERs	(61,453)
Issuance of common units under the DRIP	331
Unit-based compensation for equity-classified awards	83
Exercise and conversion of Preferred Units into common units		$ 262,592
Net income attributable to common unitholders’ interests	26,851
Ending balance partners’ capital (deficit) at Jun. 30, 2024	$ (61,168)

Revenue Recognition - Performance Obligation (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 1,248,327
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 366,754
Remaining performance obligation, expected timing of satisfaction, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 435,714
Remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 244,632
Remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 141,291
Remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 59,936
Remaining performance obligation, expected timing of satisfaction, period

Preferred Units - Schedule of Preferred Units Outstanding (Details) - shares			6 Months Ended
	Apr. 01, 2024	Jan. 12, 2024	Jun. 30, 2024
Preferred Units Outstanding [Roll Forward]
Beginning balance (in shares)			500,000
Preferred Units converted into common units (in shares)	(280,000)	(40,000)	(320,000)
Ending balance (in shares)			180,000

Partners’ Deficit - Change in Common Units Outstanding (Details) - shares			6 Months Ended
	Apr. 01, 2024	Jan. 12, 2024	Jun. 30, 2024
Increase (Decrease) in Partners' Capital
Beginning balance (in shares)			100,986,011
Issuance of common units under the DRIP (in shares)			30,596
Conversion of Preferred Units into common units (in shares)	13,991,954	1,998,850	15,990,804
Ending balance (in shares)			117,007,411

Property and Equipment, Identifiable Intangible Assets and Goodwill - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) equipment hp	Jun. 30, 2023 USD ($) equipment hp	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($) equipment hp	Dec. 31, 2023 USD ($)
Property and Equipment
Number of compressor units that are to be retired \| equipment	2	33		39
Number of horsepower that are to be retired \| hp	1,300	26,900		35,600
Impairment of long-lived assets	$ 311	$ 10,273	$ 311	$ 11,464
Accumulated amortization	319,700		319,700		$ 305,000
Compression and treating equipment
Property and Equipment
Impairment of long-lived assets	$ 300	$ 10,300	$ 300	$ 11,500

Preferred Units - Summary of Changes in Preferred Units (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance	$ 476,334
Ending balance	168,809
Series A Preferred Units
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance	476,334
Cash distributions on Preferred Units	(15,600)
Exercise and conversion of Preferred Units into common units	300,700
Net income allocated to Preferred Units	8,775
Ending balance	$ 168,809

Property and Equipment, Identifiable Intangible Assets and Goodwill - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property and Equipment
Total property and equipment, gross	$ 4,163,675	$ 3,995,789
Less: accumulated depreciation and amortization	(1,855,088)	(1,758,164)
Total property and equipment, net	2,308,587	2,237,625
Compression and treating equipment
Property and Equipment
Total property and equipment, gross	4,061,436	3,902,115
Automobiles and vehicles
Property and Equipment
Total property and equipment, gross	52,934	46,395
Computer equipment
Property and Equipment
Total property and equipment, gross	34,946	33,456
Leasehold improvements
Property and Equipment
Total property and equipment, gross	9,450	9,414
Buildings
Property and Equipment
Total property and equipment, gross	3,935	3,464
Furniture and fixtures
Property and Equipment
Total property and equipment, gross	897	868
Land
Property and Equipment
Total property and equipment, gross	$ 77	$ 77

Derivative Instrument

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instrument

As of June 30, 2024 and December 31, 2023, we had an interest-rate swap outstanding to manage interest-rate risk associated with the floating-rate Credit Agreement. The interest-rate swap’s notional principal amount is $700 million and has a termination date of December 31, 2025. Under the interest-rate swap, we pay a fixed interest rate of 3.9725% and receive floating interest-rate payments that are indexed to the one-month SOFR.

We do not apply hedge accounting to our currently outstanding derivative. Our derivative is carried on the unaudited condensed consolidated balance sheets at fair value and is classified as current or long-term depending on the expected timing of settlement, and gains and losses associated with the derivative instrument are recognized currently in gain on derivative instrument within the unaudited condensed consolidated statements of operations. Cash flows related to cash settlements for the periods presented are classified as operating activities within the unaudited condensed consolidated statements of cash flows.

The following table summarizes the location and fair value of our derivative instrument on our unaudited condensed consolidated balance sheets (in thousands):


	Assets				Liabilities
Balance Sheet Classification	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Derivative instrument	$	7,178	$	5,670	$	—	$	—
Derivative instrument, long term	1,040		—		—		4,466

The following table summarizes the location and amounts recognized related to our derivative instrument within our unaudited condensed consolidated statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
Income Statement Classification	2024		2023		2024		2023
Gain on derivative instrument	$	3,131	$	14,550	$	11,902	$	14,550

Transactions with Related Parties - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Transactions with Related Parties
Revenue	$ 235,313	$ 206,920	$ 464,589	$ 404,044
Entities Affiliated With Energy Transfer LP
Transactions with Related Parties
Revenue	$ 5,843	$ 5,836	$ 11,555	$ 10,543

- Definition

+ References

+ Details

Partners’ Deficit - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Jul. 11, 2024	Jun. 30, 2024	Dec. 31, 2023
Partners' Capital
Partners' capital (in units)		117,007,411	100,986,011
Distribution reinvestment plan ("DRIP")
Partners' Capital
Common units issued (in shares)		30,596
Limited partner \| Common units \| Cash Distributions \| Subsequent Event
Partners' Capital
Cash distribution announced per unit (in dollars per share)	$ 0.525
Limited partner \| Common units \| Distribution reinvestment plan ("DRIP")
Partners' Capital
Non-cash distributions		$ 0.8
Limited partner \| Common units \| Entities Affiliated With Energy Transfer LP
Partners' Capital
Partners' capital (in units)		46,056,228
General partner \| Common units \| Energy Transfer LP
Partners' Capital
Partners' capital (in units)		8,000,000

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 9	$ 11
Inventories	131,283	114,728
Derivative instrument	7,178	5,670
Prepaid expenses and other assets	11,120	10,617
Total current assets	255,775	226,447
Property and equipment, net	2,308,587	2,237,625
Lease right-of-use assets	16,252	17,290
Derivative instrument, long term	1,040	0
Identifiable intangible assets, net	230,962	245,652
Other assets	8,989	9,746
Total assets	2,821,605	2,736,760
Current liabilities:
Accounts payable	35,654	39,781
Accrued liabilities	103,179	85,132
Deferred revenue	65,746	62,589
Total current liabilities	204,579	187,502
Long-term debt, net	2,484,053	2,336,088
Operating lease liabilities	13,401	14,731
Derivative instrument, long term	0	4,466
Other liabilities	11,931	10,924
Total liabilities	2,713,964	2,553,711
Commitments and contingencies
Preferred Units	168,809	476,334
Partners’ deficit:
Common units, 117,007,411 and 100,986,011 units issued and outstanding, respectively	(61,168)	(293,285)
Total liabilities, Preferred Units, and partners’ deficit	2,821,605	2,736,760
Nonrelated Party
Current assets:
Accounts receivable and related-party receivables	106,045	95,421
Related Party
Current assets:
Accounts receivable and related-party receivables	$ 140	$ 0

Debt Obligation

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt Obligation

Debt Obligations

Our debt obligations, of which there is no current portion, consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Senior Notes 2026, aggregate principal	$	—	$	725,000
Senior Notes 2027, aggregate principal	750,000		750,000
Senior Notes 2029, aggregate principal	1,000,000		—
Less: deferred financing costs, net of amortization	(22,188)		(10,725)
Total senior notes, net	1,727,812		1,464,275
Revolving credit facility	756,241		871,813
Total long-term debt, net	$	2,484,053	$	2,336,088

Revolving Credit Facility

The Credit Agreement matures on December 8, 2026. The Credit Agreement has an aggregate commitment of $1.6 billion (subject to availability under our borrowing base). The Partnership’s obligations under the Credit Agreement are guaranteed by the guarantors party to the Credit Agreement, which currently consists of all of the Partnership’s subsidiaries. In addition, under the Credit Agreement the Partnership’s Secured Obligations (as defined therein) are secured by: (i) substantially all of the Partnership’s assets and substantially all of the assets of the guarantors party to the Credit Agreement, excluding real property and other customary exclusions; and (ii) all of the equity interests of the Partnership’s U.S. restricted subsidiaries (subject to customary exceptions).

As of June 30, 2024, we had outstanding borrowings under the Credit Agreement of $756.2 million and, after accounting for outstanding letters of credit in the amount of $0.5 million, $843.3 million of remaining unused availability, of which, due to restrictions related to compliance with the applicable financial covenants, $424.4 million was available to be drawn. Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the six months ended June 30, 2024, was 7.98%, and our weighted-average interest rate under the Credit Agreement as of June 30, 2024, was 8.10%. We pay an annualized commitment fee of 0.375% on the unused portion of the aggregate commitment.

The Credit Agreement permits us to make distributions of available cash to unitholders so long as (i) no default under the facility has occurred, is continuing, or would result from the distribution; (ii) immediately prior to and after giving effect to such distribution, we are in compliance with the facility’s financial covenants; and (iii) immediately prior to and after giving effect to such distribution, we have availability under the Credit Agreement of at least $100 million.

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 maximum 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 5.25 to 1.00. In addition, the Partnership may increase the applicable ratio by 0.25 for any fiscal quarter during which a Specified Acquisition (as defined in the Credit Agreement) occurs and for the following two fiscal quarters, but in no event shall the maximum ratio exceed 5.50 to 1.00 for any fiscal quarter as a result of such increase.

As of June 30, 2024, we were in compliance with all of our covenants under the Credit Agreement. For purposes of the above covenants, EBITDA is calculated as set forth in the Credit Agreement.

The Credit Agreement is a “revolving credit facility” that includes a lockbox arrangement, whereby remittances from customers are made to a bank account controlled by the administrative agent. While we are not required by the terms of the Credit Agreement to use these customer remittances to reduce borrowings under the facility unless certain events of default occur under the Credit Agreement or unused availability under the facility is reduced below $70 million, we have in the past routinely applied such remittances to reduce borrowings under the facility.

Issuance of Senior Notes 2029

On March 18, 2024, the Partnership and Finance Corp co-issued the Senior Notes 2029, a $1.0 billion aggregate principal amount of senior notes that will mature on March 15, 2029. The Senior Notes 2029 accrue interest from March 18, 2024 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, commencing on September 15, 2024.

At any time prior to March 15, 2026, we may redeem up to 40% of the aggregate principal amount of the Senior Notes 2029 at a redemption price equal to 107.125% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net cash proceeds from one or more equity offerings, provided that at least 60% of the aggregate principal amount of the Senior Notes 2029 remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2029 held by us and our subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering.

Prior to March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date and accrued and unpaid interest, if any, to the redemption date.


Year	Percentages
2026	103.563	%
2027	101.781	%
2028 and thereafter	100.000	%

If we experience a change of control followed by a ratings decline, which ratings decline is caused by the applicable change of control event, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2029 (as described above), we may be required to offer to repurchase the Senior Notes 2029 at a purchase price equal to 101% of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

In connection with issuing the Senior Notes 2029, we incurred certain issuance costs in the amount of $18.2 million, which are amortized over the expected term of the Senior Notes 2029.

The indenture governing the Senior Notes 2029 (the “2029 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2029 Indenture. As of June 30, 2024, we were in compliance with such financial covenants under the 2029 Indenture.

The Senior Notes 2029 are fully and unconditionally guaranteed (the “2029 Guarantees”), jointly and severally, on a senior unsecured basis by all of our existing subsidiaries (other than Finance Corp), and will be fully and unconditionally guaranteed, jointly and severally, by each of our future restricted subsidiaries that either borrows under, or guarantees, the Credit Agreement or guarantees certain of our other indebtedness (collectively, the “Guarantors”). The Senior Notes 2029 and the 2029 Guarantees are general unsecured obligations and rank equally in right of payment with all of the Guarantors’, Finance Corp’s, and our existing and future senior indebtedness and senior to the Guarantors’, Finance Corp’s, and our future

subordinated indebtedness, if any. The Senior Notes 2029 and the 2029 Guarantees effectively are subordinated in right of payment to all of the Guarantors’, Finance Corp’s, and our existing and future secured debt, including debt under the Credit Agreement and guarantees thereof, to the extent of the value of the assets securing such debt, and are structurally subordinate to all indebtedness of any of our subsidiaries that do not guarantee the Senior Notes 2029.

Redemption of Senior Notes 2026

On March 18, 2024, in connection with the issuance of the Senior Notes 2029, the Senior Notes 2026, which had a maturity date of April 1, 2026, and an aggregate outstanding principal balance of $725.0 million at such time, were satisfied and discharged under the Indenture governing the Senior Notes 2026, which constituted a legal defeasance under GAAP (the “Defeasance”).

The Defeasance required a cash outlay in the net amount of $748.8 million, which was used to purchase U.S. government securities. These securities generated sufficient cash upon maturity to fund interest payments on the Senior Notes 2026 occurring between the effective date of the Defeasance through April 4, 2024, when the Senior Notes 2026 were redeemed at par, as well as fund the redemption of the Senior Notes 2026 in full. As a result of the Defeasance, we recognized a loss on early extinguishment of debt of $5.0 million for the six months ended June 30, 2024, which represents the write-off of deferred financing costs of $4.3 million and the difference between (i) the purchase price of U.S. government securities of $748.8 million and (ii) the aggregate outstanding principal balance and accrued interest of the Senior Notes 2026 of $748.1 million at the time of Defeasance.

Senior Notes 2027

On March 7, 2019, the Partnership and Finance Corp co-issued the Senior Notes 2027. The Senior Notes 2027 mature on September 1, 2027, and accrue interest at the rate of 6.875% per year. Interest on the Senior Notes 2027 is payable semi-annually in arrears on each of March 1 and September 1.

The indenture governing the Senior Notes 2027 (the “2027 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2027 Indenture. As of June 30, 2024, we were in compliance with such financial covenants under the 2027 Indenture.

The Senior Notes 2027 are fully and unconditionally guaranteed (the “2027 Guarantees”), jointly and severally, on a senior unsecured basis by the Guarantors. The Senior Notes 2027 and the 2027 Guarantees are general unsecured obligations and rank equally in right of payment with all of the Guarantors’, Finance Corp’s, and our existing and future senior indebtedness and senior to the Guarantors’, Finance Corp’s, and our future subordinated indebtedness, if any. The Senior Notes 2027 and the 2027 Guarantees effectively are subordinated in right of payment to all of the Guarantors’, Finance Corp’s, and our existing and future secured debt, including debt under the Credit Agreement and guarantees thereof, to the extent of the value of the assets securing such debt, and are structurally subordinate to all indebtedness of any of our subsidiaries that do not guarantee the Senior Notes 2027.

We have no assets or operations independent of our subsidiaries, and there are no significant restrictions on our ability to obtain funds from our subsidiaries by dividend or loan. Each of the Guarantors is 100% owned by us. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

Debt Obligation - Schedule of Debt Redemption Price (Details) - Senior Notes - Senior Notes 2029	6 Months Ended
	Jun. 30, 2024
2026
Debt Instrument [Line Items]
Redemption price (as a percent)	103.563%
2027
Debt Instrument [Line Items]
Redemption price (as a percent)	101.781%
2028 and thereafter
Debt Instrument [Line Items]
Redemption price (as a percent)	100.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Preferred Units - Narrative (Details) - $ / shares										6 Months Ended	12 Months Ended
Preferred Units - Narrative (Details) - $ / shares	Jul. 11, 2024	May 03, 2024	Apr. 01, 2024	Feb. 02, 2024	Jan. 12, 2024	Nov. 03, 2023	Aug. 04, 2023	May 05, 2023	Feb. 03, 2023	Jun. 30, 2024	Dec. 31, 2023
Preferred Units converted into common units (in shares)			280,000		40,000					320,000
Conversion of Preferred Units into common units (in shares)			13,991,954		1,998,850					15,990,804
Preferred stock, dividend paid per share (in dollars per share)		$ 24.375		$ 24.375		$ 24.375	$ 24.375	$ 24.375	$ 24.375	$ 48.75	$ 97.50
Subsequent Event
Preferred stock, dividend declared per share (in dollars per share)	$ 24.375
Series A Preferred Units
Face value (in dollars per share)										1,000
Distribution per unit (in dollars per share)										24.375
Conversion rate numerator value plus unpaid cash distributions on the applicable preferred unit										1,000
Conversion rate denominator for each Preferred Unit										$ 20.0115
Preferred units, if redeemed, percentage electable to be paid in common units (up to)										50.00%
Common units \| Cash Distributions \| Limited partner
Distribution per limited partner unit (in dollars per share)		$ 0.525		$ 0.525		$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 1.05	$ 2.10

Partners’ Deficit - Income per Unit (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Phantom units
Partners' Capital
Basic and diluted weighted average common units outstanding difference (in shares)	1,123	1,177	1,097	1,118
Warrants
Partners' Capital
Basic and diluted weighted average common units outstanding difference (in shares)		246		361

Property and Equipment, Identifiable Intangible Assets and Goodwill

6 Months Ended

Jun. 30, 2024

Property and Equipment and Identifiable Intangible Assets

Property and Equipment, Identifiable Intangible Assets and Goodwill

Property and Equipment and Identifiable Intangible Assets

Property and Equipment

Property and equipment consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Compression and treating equipment	$	4,061,436	$	3,902,115
Automobiles and vehicles	52,934		46,395
Computer equipment	34,946		33,456
Leasehold improvements	9,450		9,414
Buildings	3,935		3,464
Furniture and fixtures	897		868
Land	77		77
Total property and equipment, gross	4,163,675		3,995,789
Less: accumulated depreciation and amortization	(1,855,088)		(1,758,164)
Total property and equipment, net	$	2,308,587	$	2,237,625

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows:


Compression and treating equipment, acquired new			25 years
Compression and treating equipment, acquired used			5 - 25 years
Furniture and fixtures			3 - 10 years
Vehicles and computer equipment			1 - 10 years
Buildings			5 years
Leasehold improvements			5 years

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Depreciation expense	$	57,968	$	52,694	$	113,874	$	104,835
Loss (gain) on disposition of assets	(18)		309		1,236		(67)

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

For the three and six months ended June 30, 2024, we retired two compression units representing approximately 1,300 of aggregate horsepower that previously were used to provide compression services in our business. As a result, we recorded an impairment of compression equipment of $0.3 million for the three and six months ended June 30, 2024.

For the three and six months ended June 30, 2023, we retired 33 and 39 compression units, respectively, representing approximately 26,900 and 35,600 of aggregate horsepower, respectively, that previously were used to provide compression services in our business. As a result, we recorded impairments of compression equipment of $10.3 million and $11.5 million for the three and six months ended June 30, 2023, respectively.

The primary circumstances supporting these impairments were: (i) unmarketability of certain compression units into the foreseeable future, (ii) excessive maintenance costs associated with certain fleet assets, and (iii) prohibitive retrofitting costs that likely would prevent certain compression units from securing customer acceptance. These compression units were written down to their estimated salvage values, if any.

Identifiable Intangible Assets

Identifiable intangible assets, net consisted of the following (in thousands):


	Customer Relationships		Trade Names		Total
Net balance as of December 31, 2023	$	224,639	$	21,013	$	245,652
Amortization expense	(13,052)		(1,638)		(14,690)
Net balance as of June 30, 2024	$	211,587	$	19,375	$	230,962

Accumulated amortization of intangible assets was $319.7 million and $305.0 million as of June 30, 2024 and December 31, 2023, respectively.

- Definition

The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures. Also the disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Partners’ Deficit

6 Months Ended

Jun. 30, 2024

Partners' Capital Notes [Abstract]

Partners’ Deficit

Common Units

The changes in common units outstanding were as follows:


			Common Units Outstanding
Number of common units outstanding, December 31, 2023			100,986,011

Issuance of common units under the DRIP			30,596
Exercise and conversion of Preferred Units into common units			15,990,804
Number of common units outstanding, June 30, 2024			117,007,411

As of June 30, 2024, Energy Transfer held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by Energy Transfer.

Cash Distributions


Payment Date	Distribution per Limited Partner Unit		Amount Paid to Common Unitholders		Amount Paid to Phantom Unitholders		Total Distribution
February 3, 2023	$	0.525	$	51.6	$	1.1	$	52.7
May 5, 2023	0.525		51.6		1.1		52.7
August 4, 2023	0.525		51.6		1.2		52.8
November 3, 2023	0.525		51.6		1.1		52.7
Total 2023 distributions	$	2.10	$	206.4	$	4.5	$	210.9

February 2, 2024	$	0.525	$	54.1	$	1.0	$	55.1
May 3, 2024	0.525		61.4		1.0		62.4

Total 2024 distributions	$	1.05	$	115.5	$	2.0	$	117.5

Announced Quarterly Distribution

On July 11, 2024, we announced a cash distribution of $0.525 per unit on our common units. The distribution was paid on August 2, 2024, to common unitholders of record as of the close of business on July 22, 2024.

DRIP

During the six months ended June 30, 2024, distributions of $0.8 million were reinvested under the DRIP resulting in the issuance of 30,596 common units.

Income Per Unit

The computation of income per unit is based on the weighted-average number of participating securities, which includes our common units and certain equity-based awards outstanding during the applicable period. Basic income per unit is determined by dividing net income allocated to participating securities after deducting the amount distributed on Preferred Units, by the weighted-average number of participating securities outstanding during the period. Income attributable to unitholders is allocated to participating securities based on their respective shares of the distributed and undistributed earnings for the period. To the extent cash distributions exceed net income attributable to unitholders for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages.

Diluted income per unit is computed using the treasury stock method, which considers the potential issuance of limited partner units associated with our long-term incentive plan and warrants. Unvested phantom units and unexercised warrants are not included in basic income per unit, as they are not considered to be participating securities, but are included in the calculation

of diluted income per unit to the extent they are dilutive, and in the case of warrants to the extent they are considered “in the money.”

For the three and six months ended June 30, 2024, approximately 1,123,000 and 1,097,000 incremental unvested phantom units, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

For the three months ended June 30, 2023, approximately 1,177,000 and 246,000 incremental unvested phantom units and “in the money” then-outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding. For the six months ended June 30, 2023, approximately 1,118,000 and 361,000 incremental unvested phantom units and “in the money” then-outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.