Cover page
Cover page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 08, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1 | ||
Units outstanding | 103,001,911 | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE: NONE | ||
Entity Central Index Key | 0001522727 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | GRANT THORNTON LLP |
Auditor Firm ID | 248 |
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 11 | $ 35 |
Inventories | 114,728 | 93,754 |
Derivative instrument | 5,670 | 0 |
Prepaid expenses and other assets | 10,617 | 8,784 |
Total current assets | 226,447 | 186,447 |
Property and equipment, net | 2,237,625 | 2,172,924 |
Lease right-of-use assets | 17,290 | 18,195 |
Identifiable intangible assets, net | 245,652 | 275,032 |
Other assets | 9,746 | 13,126 |
Total assets | 2,736,760 | 2,665,724 |
Current liabilities: | ||
Accounts payable | 39,781 | 35,303 |
Accrued liabilities | 85,132 | 76,016 |
Deferred revenue | 62,589 | 62,345 |
Total current liabilities | 187,502 | 173,664 |
Long-term debt, net | 2,336,088 | 2,106,649 |
Operating lease liabilities | 14,731 | 16,146 |
Derivative instrument, long term | 4,466 | 0 |
Other liabilities | 10,924 | 8,255 |
Total liabilities | 2,553,711 | 2,304,714 |
Commitments and contingencies | ||
Preferred Units | 476,334 | 477,309 |
Partners’ deficit: | ||
Common units, 100,986,011 and 98,227,656 units issued and outstanding, respectively | (293,285) | (125,111) |
Warrants | 0 | 8,812 |
Total partners’ deficit | (293,285) | (116,299) |
Total liabilities, Preferred Units, and partners’ deficit | 2,736,760 | 2,665,724 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable and related-party receivables | 95,421 | 83,822 |
Related Party | ||
Current assets: | ||
Accounts receivable and related-party receivables | $ 0 | $ 52 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances for credit losses | $ 2,260 | $ 1,164 |
Common units issued (in shares) | 100,986,011 | 98,227,656 |
Common units outstanding (in shares) | 100,986,011 | 98,227,656 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 846,178 | $ 704,598 | $ 632,645 |
Costs and expenses: | |||
Cost of operations, exclusive of depreciation and amortization | 284,708 | 234,336 | 194,389 |
Depreciation and amortization | 246,096 | 236,677 | 238,769 |
Selling, general, and administrative | 72,714 | 61,278 | 56,082 |
Loss (gain) on disposition of assets | (1,667) | 1,527 | (2,588) |
Impairment of compression equipment | 12,346 | 1,487 | 5,121 |
Total costs and expenses | 614,197 | 535,305 | 491,773 |
Operating income | 231,981 | 169,293 | 140,872 |
Other income (expense): | |||
Interest expense, net | (169,924) | (138,050) | (129,826) |
Gain on derivative instrument | 7,449 | 0 | 0 |
Other | 127 | 91 | 107 |
Total other expense | (162,348) | (137,959) | (129,719) |
Net income before income tax expense | 69,633 | 31,334 | 11,153 |
Income tax expense | 1,365 | 1,016 | 874 |
Net income | 68,268 | 30,318 | 10,279 |
Less: distributions on Preferred Units | (47,775) | (48,750) | (48,750) |
Net income (loss) attributable to common unitholders’ interests | $ 20,493 | $ (18,432) | $ (38,471) |
Weighted average units outstanding: | |||
Weighted average common units outstanding – basic (in units) | 98,634 | 97,780 | 97,068 |
Weighted average common units outstanding – diluted (in units) | 100,675 | 97,780 | 97,068 |
Basic net income (loss) per common unit (in dollars per unit) | $ 0.21 | $ (0.19) | $ (0.40) |
Diluted net income (loss) per common unit (in dollars per unit) | 0.20 | (0.19) | (0.40) |
Distributions declared per common unit for respective periods (in dollars per unit) | $ 2.10 | $ 2.10 | $ 2.10 |
Contract operations | |||
Revenues: | |||
Total revenues | $ 802,562 | $ 673,214 | $ 609,450 |
Parts and service | |||
Revenues: | |||
Total revenues | 21,890 | 15,729 | 11,228 |
Related party | |||
Revenues: | |||
Total revenues | $ 21,726 | $ 15,655 | $ 11,967 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Partners' Capital (Deficit) - USD ($) $ in Thousands | Total | Common units | Warrants |
Partners' capital beginning balance at Dec. 31, 2020 | $ 337,655 | $ 323,676 | $ 13,979 |
Increase (Decrease) in Partners' Capital | |||
Vesting of phantom units | 3,821 | 3,821 | |
Distributions and distribution equivalent rights | (203,883) | (203,883) | |
Issuance of common units under the DRIP | 1,775 | 1,775 | |
Unit-based compensation for equity-classified awards | 211 | 211 | |
Net income (loss) attributable to common unitholders’ interests | (38,471) | (38,471) | |
Partners' capital ending balance at Dec. 31, 2021 | 101,108 | 87,129 | 13,979 |
Increase (Decrease) in Partners' Capital | |||
Vesting of phantom units | 3,860 | 3,860 | |
Distributions and distribution equivalent rights | (205,219) | (205,219) | |
Issuance of common units under the DRIP | 2,132 | 2,132 | |
Unit-based compensation for equity-classified awards | 252 | 252 | |
Exercise and conversion of warrants into common units | 0 | 5,167 | (5,167) |
Net income (loss) attributable to common unitholders’ interests | (18,432) | (18,432) | |
Partners' capital ending balance at Dec. 31, 2022 | (116,299) | (125,111) | 8,812 |
Increase (Decrease) in Partners' Capital | |||
Vesting of phantom units | 6,878 | 6,878 | |
Distributions and distribution equivalent rights | (206,488) | (206,488) | |
Issuance of common units under the DRIP | 1,860 | 1,860 | |
Unit-based compensation for equity-classified awards | 271 | 271 | |
Exercise and conversion of warrants into common units | 0 | 8,812 | (8,812) |
Net income (loss) attributable to common unitholders’ interests | 20,493 | 20,493 | |
Partners' capital ending balance at Dec. 31, 2023 | $ (293,285) | $ (293,285) | $ 0 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Partners’ Capital (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common units | |||
Distribution per unit (in dollars per share) | $ 2.10 | $ 2.10 | $ 2.10 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 68,268 | $ 30,318 | $ 10,279 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 246,096 | 236,677 | 238,769 |
Provision for expected credit losses | 1,500 | (700) | (2,700) |
Amortization of debt issuance costs | 7,279 | 7,265 | 9,765 |
Unit-based compensation expense | 22,169 | 15,894 | 15,523 |
Deferred income tax benefit | (52) | (151) | (42) |
Loss (gain) on disposition of assets | (1,667) | 1,527 | (2,588) |
Change in fair value of derivative instrument | (1,204) | 0 | 0 |
Impairment of compression equipment | 12,346 | 1,487 | 5,121 |
Changes in assets and liabilities: | |||
Accounts receivable and related-party receivables, net | (13,047) | 29,980 | 145 |
Inventories | (76,796) | (31,594) | (12,592) |
Prepaid expenses and other current assets | (1,833) | (2,767) | (3,572) |
Other assets | 4,197 | 3,465 | 3,489 |
Accounts payable | 523 | 7,547 | 9,023 |
Accrued liabilities and deferred revenue | 4,106 | (38,358) | (5,195) |
Net cash provided by operating activities | 271,885 | 260,590 | 265,425 |
Cash flows from investing activities: | |||
Capital expenditures, net | (238,522) | (134,224) | (45,213) |
Proceeds from disposition of property and equipment | 5,334 | 3,682 | 4,466 |
Proceeds from insurance recovery | 535 | 597 | 1,559 |
Net cash used in investing activities | (232,653) | (129,945) | (39,188) |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 1,089,191 | 844,549 | 697,679 |
Payments on revolving credit facility | (863,334) | (714,935) | (655,147) |
Cash paid related to net settlement of unit-based awards | (6,446) | (2,961) | (3,174) |
Deferred financing costs | (379) | (549) | (9,960) |
Other | (489) | (518) | (558) |
Net cash used in financing activities | (39,256) | (130,610) | (226,239) |
Increase (decrease) in cash and cash equivalents | (24) | 35 | (2) |
Cash and cash equivalents, beginning of year | 35 | 0 | 2 |
Cash and cash equivalents, end of year | 11 | 35 | 0 |
Supplemental cash flow information: | |||
Cash paid for interest, net of capitalized amounts | 163,589 | 128,961 | 120,564 |
Cash paid for income taxes | 1,146 | 887 | 819 |
Supplemental non-cash transactions: | |||
Non-cash distributions to certain common unitholders (DRIP) | 1,860 | 2,132 | 1,775 |
Transfers from inventories to property and equipment, net | 54,570 | 22,329 | 10,793 |
Changes in capital expenditures included in accounts payable and accrued liabilities | 3,644 | 6,507 | 720 |
Changes in financing costs included in accounts payable and accrued liabilities | 125 | (265) | 391 |
Exercise and conversion of warrants into common units | 8,812 | 5,167 | 0 |
Common units | |||
Cash flows from financing activities: | |||
Cash distributions | (209,049) | (207,446) | (206,329) |
Preferred Units | |||
Cash flows from financing activities: | |||
Cash distributions | $ (48,750) | $ (48,750) | $ (48,750) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
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 Partnership is a borrower under a revolving credit facility and its subsidiaries are guarantors of that revolving credit facility (see Note 10). The accompanying consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us. Net income (loss) attributable to partners is allocated to our common units and participating securities using the two-class income allocation method. All intercompany balances and transactions have been eliminated in consolidation. Our common units trade on the NYSE under the ticker symbol “USAC”. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation Our accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to SEC rules and regulations. Use of Estimates Our 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 in these consolidated financial statements and the accompanying results. 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 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 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 our 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 $0.9 million, $0.9 million, and $0.2 million for the years ended December 31, 2023, 2022, and 2021, 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 years ended December 31, 2023, 2022, and 2021. 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. We assess identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not record any impairment of identifiable intangible assets for the years ended December 31, 2023, 2022, or 2021. 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. Refer to Note 13 for more detailed information about revenue recognition for the years ended December 31, 2023, 2022, and 2021. 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 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 consolidated financial statements. Refer to Note 9 for more detailed information about the Texas Margin Tax for the years ended December 31, 2023, 2022, and 2021. 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 December 31, 2023, and 2022, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt, and as of December 31, 2023, a derivative instrument. 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 and Senior Notes 2027 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 and Senior Notes 2027 (in thousands): December 31, 2023 2022 Senior Notes 2026, aggregate principal $ 725,000 $ 725,000 Fair value of Senior Notes 2026 720,621 706,875 Senior Notes 2027, aggregate principal 750,000 750,000 Fair value of Senior Notes 2027 737,963 725,625 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): December 31, 2023 2022 Interest-rate swap $ 1,204 $ — Refer to Note 8 for additional information on the interest-rate swap. Operating Segment We operate in a single business segment, the compression services business. |
Trade Accounts Receivable
Trade Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Trade Accounts Receivable | Trade Accounts Receivable The allowance for credit losses, which was $2.3 million and $1.2 million at December 31, 2023 and 2022, respectively, represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance. The following summarizes activity within our trade accounts receivable allowance for credit losses balance (in thousands): Allowance for Credit Losses Balance as of December 31, 2021 $ 2,057 Current-period provision for expected credit losses (700) Write-offs charged against the allowance (203) Recoveries collected 10 Balance as of December 31, 2022 1,164 Current-period provision for expected credit losses 1,500 Write-offs charged against the allowance (487) Recoveries collected 83 Balance as of December 31, 2023 $ 2,260 Unfavorable developments related to customers in bankruptcy was the primary factor supporting the recognized increase to the allowance for credit losses for the year ended December 31, 2023. Favorable market conditions for customers, attributable to sustained increases in commodity prices, was the primary factor supporting the recognized decrease to the allowance for credit losses for the year ended December 31, 2022. During the year ended December 31, 2021, we recognized a reversal of $2.7 million to the current-period provision for expected credit losses. Improved market conditions for customers resulting from improved commodity prices was the primary factor supporting the recorded decrease to the allowance for credit losses for the year ended December 31, 2021. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Components of inventories are as follows (in thousands): December 31, 2023 2022 Serialized parts $ 59,901 $ 46,923 Non-serialized parts 54,827 46,831 Total inventories $ 114,728 $ 93,754 |
Property and Equipment, Identif
Property and Equipment, Identifiable Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property And Equipment, Identifiable Intangible Assets and Goodwill | |
Property and Equipment, Identifiable Intangible Assets | Property and Equipment and Identifiable Intangible Assets Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2023 2022 Compression and treating equipment $ 3,902,115 $ 3,658,000 Computer equipment 33,456 34,941 Automobiles and vehicles 46,395 34,947 Leasehold improvements 9,414 8,997 Buildings 3,464 3,464 Furniture and fixtures 868 795 Land 77 77 Total property and equipment, gross 3,995,789 3,741,221 Less: accumulated depreciation and amortization (1,758,164) (1,568,297) Total property and equipment, net $ 2,237,625 $ 2,172,924 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 was $216.7 million, $207.3 million, and $209.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. During the years ended December 31, 2023 and 2021, there were gains on disposition of assets of $1.7 million and $2.6 million, respectively. During the year ended December 31, 2022, there was a loss on disposition of assets of $1.5 million. For the years ended December 31, 2023, 2022, and 2021, we evaluated the future deployment of our idle fleet assets under then-current market conditions and retired 42, 15, and 26 compression units, respectively, representing approximately 37,700, 3,200, and 11,000 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 $12.3 million, $1.5 million, and $5.1 million for the years ended December 31, 2023, 2022, and 2021, 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 Trade Names Total Gross balance as of December 31, 2022 $ 485,162 $ 65,500 $ 550,662 Accumulated amortization (234,418) (41,212) (275,630) Net balance as of December 31, 2022 $ 250,744 $ 24,288 $ 275,032 Gross balance as of December 31, 2022 $ 485,162 $ 65,500 $ 550,662 Accumulated amortization (260,523) (44,487) (305,010) Net balance as of December 31, 2023 $ 224,639 $ 21,013 $ 245,652 Amortization expense for the years ended December 31, 2023, 2022, and 2021, was $29.4 million, $29.4 million, and $29.4 million, respectively. The expected amortization of the intangible assets for each of the five succeeding years is as follows: Year Ending December 31, 2024 $ 29,380 2025 29,380 2026 29,380 2027 14,486 2028 12,135 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Components of other current liabilities included the following (in thousands): December 31, 2023 2022 Accrued interest expense 31,960 32,763 Accrued unit-based compensation liability 21,896 17,743 Accrued capital expenditures 13,672 10,028 |
Lease Accounting
Lease Accounting | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Accounting | Lease Accounting Lessee Accounting We maintain both finance leases and operating leases, primarily related to office space, warehouse facilities, and certain corporate equipment. Our leases have remaining lease terms of up to six years, some of which include options that permit renewals for additional periods. We determine if an arrangement is a lease at inception. Operating leases are included in lease right-of-use (“ROU”) assets, accrued liabilities, and operating lease liabilities within our Consolidated Balance Sheets. Finance leases are included in property and equipment, accrued liabilities, and other liabilities within our Consolidated Balance Sheets. ROU lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. ROU lease assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable costs such as our proportionate share of actual costs for utilities, common area maintenance, property taxes, and insurance are not included in the lease liability and are recognized in the period in which they are incurred. For short-term leases (leases that have terms of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded. For certain equipment leases, such as office equipment, we account for the lease and non-lease components as a single-lease component. Supplemental balance sheet information related to leases consisted of the following (in thousands): December 31, 2023 2022 Operating leases: Lease right-of-use assets $ 17,290 $ 18,195 Accrued liabilities (4,066) (3,631) Operating lease liabilities (14,731) (16,146) Finance leases: Property and equipment, gross $ 3,661 $ 3,685 Accumulated depreciation (2,628) (2,278) Property and equipment, net 1,033 1,407 Accrued liabilities (459) (484) Other liabilities (722) (1,211) Components of lease expense consisted of the following (in thousands): Year Ended December 31, Income Statement Line Item 2023 2022 2021 Operating lease costs: Operating lease cost Cost of operations, exclusive of depreciation and amortization $ 3,586 $ 3,349 $ 3,074 Operating lease cost Selling, general, and administrative 1,490 1,490 1,524 Total operating lease costs 5,076 4,839 4,598 Finance lease costs: Amortization of lease assets Depreciation and amortization 351 376 443 Short-term lease costs: Short-term lease cost Cost of operations, exclusive of depreciation and amortization 135 165 374 Short-term lease cost Selling, general, and administrative 39 10 30 Total short-term lease costs 174 175 404 Variable lease costs: Variable lease cost Cost of operations, exclusive of depreciation and amortization 10 129 141 Variable lease cost Selling, general, and administrative 803 649 597 Total variable lease costs 813 778 738 Total lease costs $ 6,414 $ 6,168 $ 6,183 The weighted-average remaining lease terms and weighted-average discount rates were as follows: Year Ended December 31, 2023 2022 2021 Weighted-average remaining lease term: Operating leases 5 years 6 years 7 years Finance leases 4 years 4 years 3 years Weighted-average discount rate: Operating leases 5.1 % 4.9 % 5.0 % Finance leases 6.3 % 5.2 % 3.9 % Supplemental cash flow information related to leases consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (5,034) $ (4,743) $ (4,463) Operating cash flows from finance leases (174) (124) (129) Financing cash flows from finance leases (489) (518) (558) ROU assets obtained in exchange for lease obligations: Operating leases $ 3,105 $ 1,720 $ 730 Finance leases — 790 430 Maturities of lease liabilities as of December 31, 2023, consisted of the following (in thousands): Operating Leases Finance Leases Total 2024 $ 4,913 $ 524 $ 5,437 2025 4,214 240 4,454 2026 3,558 240 3,798 2027 2,940 240 3,180 2028 2,952 100 3,052 Thereafter 2,804 — 2,804 Total lease payments 21,381 1,344 22,725 Less: present-value discount (2,584) (163) (2,747) Present value of lease liabilities $ 18,797 $ 1,181 $ 19,978 As of December 31, 2023, we have not entered into any additional leases that have not yet commenced that create significant rights and obligations. Lessor Accounting In 2014, we granted a bargain purchase option to a customer with respect to certain compressor packages leased to the customer. The bargain purchase option provided the customer with an option to acquire the equipment at a value significantly less than the fair market value at the end of the lease term. During 2021, the customer exercised its bargain purchase option resulting in a gain of $1.1 million recognized within loss (gain) on disposition of assets for the year ended December 31, 2021. Prior to the customer exercising its bargain purchase option, revenue and interest income related to the lease was recognized over the lease term. We recognized maintenance revenue within contract operations revenue and interest income within interest expense, net. Maintenance revenue and interest income recognized for the year ended December 31, 2021 was $0.3 million and $0.1 million, respectively. Accounting Standards Codification (“ASC”) Topic 842 Leases provides lessors with a practical expedient to not separate non-lease components from the associated lease components and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC Topic 606 Revenue from Contracts with Customers (“ASC Topic 606”) and certain conditions are met. Our contract operations services agreements meet these conditions, and we consider the predominant component to be the non-lease components, resulting in the ongoing recognition of revenue following ASC Topic 606 guidance. |
Lease Accounting | Lease Accounting Lessee Accounting We maintain both finance leases and operating leases, primarily related to office space, warehouse facilities, and certain corporate equipment. Our leases have remaining lease terms of up to six years, some of which include options that permit renewals for additional periods. We determine if an arrangement is a lease at inception. Operating leases are included in lease right-of-use (“ROU”) assets, accrued liabilities, and operating lease liabilities within our Consolidated Balance Sheets. Finance leases are included in property and equipment, accrued liabilities, and other liabilities within our Consolidated Balance Sheets. ROU lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. ROU lease assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable costs such as our proportionate share of actual costs for utilities, common area maintenance, property taxes, and insurance are not included in the lease liability and are recognized in the period in which they are incurred. For short-term leases (leases that have terms of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded. For certain equipment leases, such as office equipment, we account for the lease and non-lease components as a single-lease component. Supplemental balance sheet information related to leases consisted of the following (in thousands): December 31, 2023 2022 Operating leases: Lease right-of-use assets $ 17,290 $ 18,195 Accrued liabilities (4,066) (3,631) Operating lease liabilities (14,731) (16,146) Finance leases: Property and equipment, gross $ 3,661 $ 3,685 Accumulated depreciation (2,628) (2,278) Property and equipment, net 1,033 1,407 Accrued liabilities (459) (484) Other liabilities (722) (1,211) Components of lease expense consisted of the following (in thousands): Year Ended December 31, Income Statement Line Item 2023 2022 2021 Operating lease costs: Operating lease cost Cost of operations, exclusive of depreciation and amortization $ 3,586 $ 3,349 $ 3,074 Operating lease cost Selling, general, and administrative 1,490 1,490 1,524 Total operating lease costs 5,076 4,839 4,598 Finance lease costs: Amortization of lease assets Depreciation and amortization 351 376 443 Short-term lease costs: Short-term lease cost Cost of operations, exclusive of depreciation and amortization 135 165 374 Short-term lease cost Selling, general, and administrative 39 10 30 Total short-term lease costs 174 175 404 Variable lease costs: Variable lease cost Cost of operations, exclusive of depreciation and amortization 10 129 141 Variable lease cost Selling, general, and administrative 803 649 597 Total variable lease costs 813 778 738 Total lease costs $ 6,414 $ 6,168 $ 6,183 The weighted-average remaining lease terms and weighted-average discount rates were as follows: Year Ended December 31, 2023 2022 2021 Weighted-average remaining lease term: Operating leases 5 years 6 years 7 years Finance leases 4 years 4 years 3 years Weighted-average discount rate: Operating leases 5.1 % 4.9 % 5.0 % Finance leases 6.3 % 5.2 % 3.9 % Supplemental cash flow information related to leases consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (5,034) $ (4,743) $ (4,463) Operating cash flows from finance leases (174) (124) (129) Financing cash flows from finance leases (489) (518) (558) ROU assets obtained in exchange for lease obligations: Operating leases $ 3,105 $ 1,720 $ 730 Finance leases — 790 430 Maturities of lease liabilities as of December 31, 2023, consisted of the following (in thousands): Operating Leases Finance Leases Total 2024 $ 4,913 $ 524 $ 5,437 2025 4,214 240 4,454 2026 3,558 240 3,798 2027 2,940 240 3,180 2028 2,952 100 3,052 Thereafter 2,804 — 2,804 Total lease payments 21,381 1,344 22,725 Less: present-value discount (2,584) (163) (2,747) Present value of lease liabilities $ 18,797 $ 1,181 $ 19,978 As of December 31, 2023, we have not entered into any additional leases that have not yet commenced that create significant rights and obligations. Lessor Accounting In 2014, we granted a bargain purchase option to a customer with respect to certain compressor packages leased to the customer. The bargain purchase option provided the customer with an option to acquire the equipment at a value significantly less than the fair market value at the end of the lease term. During 2021, the customer exercised its bargain purchase option resulting in a gain of $1.1 million recognized within loss (gain) on disposition of assets for the year ended December 31, 2021. Prior to the customer exercising its bargain purchase option, revenue and interest income related to the lease was recognized over the lease term. We recognized maintenance revenue within contract operations revenue and interest income within interest expense, net. Maintenance revenue and interest income recognized for the year ended December 31, 2021 was $0.3 million and $0.1 million, respectively. Accounting Standards Codification (“ASC”) Topic 842 Leases provides lessors with a practical expedient to not separate non-lease components from the associated lease components and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC Topic 606 Revenue from Contracts with Customers (“ASC Topic 606”) and certain conditions are met. Our contract operations services agreements meet these conditions, and we consider the predominant component to be the non-lease components, resulting in the ongoing recognition of revenue following ASC Topic 606 guidance. |
Derivative Instrument
Derivative Instrument | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instrument In April 2023, we entered into an interest-rate swap to manage interest-rate risk associated with the floating-rate Credit Agreement. The interest-rate swap’s notional principal amount was $700 million and had a termination date of April 1, 2025. Under the interest-rate swap, we paid a fixed interest rate of 3.785% and received floating interest-rate payments that were indexed to the one-month SOFR. In October 2023, we modified our existing interest-rate swap to continue to manage interest-rate risk associated with the floating-rate Credit Agreement. The notional principal amount under the modified interest-rate swap remains $700 million and the termination date was extended from April 1, 2025 to December 31, 2025. Under the modified interest-rate swap, we pay a fixed interest rate of 3.9725% and continue to 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 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 Consolidated Statements of Operations. Cash flows related to cash settlements for the periods presented are classified as operating activities within the Consolidated Statements of Cash Flows. The following table summarizes the location and fair value of our derivative instrument on our Consolidated Balance Sheets (in thousands): Assets Liabilities December 31, December 31, Balance Sheet Classification 2023 2022 2023 2022 Derivative instrument $ 5,670 $ — $ — $ — Derivative instrument, long term — — 4,466 — The following table summarizes the location and amounts recognized related to our derivative instrument within our Consolidated Statements of Operations (in thousands): Year Ended December 31, 2023 2022 2021 Gain on derivative instrument $ 7,449 $ — $ — |
Income Tax Expense
Income Tax Expense | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | Income Tax Expense We are subject to the Texas Margin Tax, which applies a tax to our gross margin. We do not conduct business in any other state where a similar tax is applied. The Texas Margin Tax requires certain forms of legal entities, including limited partnerships, to pay a tax of 0.75% on its “margin,” as defined in the law, based on annual results. The tax base to which the tax is applied is the least of (i) 70% of total revenues for federal income tax purposes, (ii) total revenue less cost of goods sold, or (iii) total revenue less compensation for federal income tax purposes. Components of our income tax expense are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current tax expense $ 1,417 $ 1,167 $ 916 Deferred tax benefit (52) (151) (42) Total income tax expense $ 1,365 $ 1,016 $ 874 Deferred income tax balances are the direct effect of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the taxes are actually paid or recovered. The tax effects of temporary differences related to property and equipment, identifiable intangible assets, and goodwill that gives rise to deferred tax assets (liabilities), included net within other liabilities, are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Goodwill $ 12 $ 13 Deferred tax liabilities: Property and equipment (4,189) (4,240) Identifiable intangible assets (24) (26) Total deferred tax liabilities (4,213) (4,266) Deferred tax liabilities, net $ (4,201) $ (4,253) ASC Topic 740 Income Taxes (“ASC Topic 740”) provides guidance on measurement and recognition in accounting for income tax uncertainties and provides related guidance on derecognition, classification, disclosure, interest, and penalties. As of December 31, 2023, we had no material unrecognized tax benefits (as defined in ASC Topic 740). We do not expect to incur interest charges or penalties related to our tax positions, but if such charges or penalties are incurred, our policy is to account for interest charges and penalties as income tax expense within the Consolidated Statements of Operations. Our U.S. Federal income tax returns for years 2019 and 2020 currently are under examination by the Internal Revenue Service (“IRS”). Refer to Note 17 for more detailed information about our IRS examinations. Examinations of our Texas Margin Tax returns for report years 2018 through 2021 were completed in 2023 by the Texas Comptroller of Public Accounts with no material adjustments. In general, USA Compression and its subsidiaries are no longer subject to examination by the IRS, and most state jurisdictions, for the 2018 and prior years. The Bipartisan Budget Act of 2015 provides that any tax adjustments (including any applicable penalties and interest) resulting from partnership audits generally will be determined at the partnership level for tax years beginning after December 31, 2017. To the extent possible under these rules, our General Partner may elect to either pay the taxes (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. The Bipartisan Budget Act of 2015 allows a partnership to elect to apply these provisions to any return of the partnership filed for partnership taxable years beginning after the date of the enactment, November 2, 2015. We do not intend to elect to apply these provisions for any tax return filed for partnership taxable years beginning before January 1, 2018. |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Our debt obligations, of which there is no current portion, consisted of the following (in thousands): December 31, 2023 2022 Senior Notes 2026, aggregate principal $ 725,000 $ 725,000 Senior Notes 2027, aggregate principal 750,000 750,000 Less: deferred financing costs, net of amortization (10,725) (14,307) Total senior notes, net 1,464,275 1,460,693 Revolving credit facility 871,813 645,956 Total long-term debt, net $ 2,336,088 $ 2,106,649 Revolving Credit Facility The Credit Agreement matures on December 8, 2026, except that if any portion of the Senior Notes 2026 are outstanding on December 31, 2025, the Credit Agreement will mature on December 31, 2025. 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). Borrowings under the Credit Agreement bear interest at a per-annum interest rate equal to, at the Partnership’s option, either the Alternate Base Rate or SOFR plus the applicable margin. “Alternate Base Rate” means the greatest of (i) the prime rate, (ii) the applicable federal funds effective rate plus 0.50%, and (iii) one-month SOFR rate plus 1.00%. The applicable margin for borrowings varies (a) in the case of SOFR loans, from 2.00% to 2.75% per annum, and (b) in the case of Alternate Base Rate loans, from 1.00% to 1.75% per annum, and are determined based on a total-leverage-ratio pricing grid. In addition, the Borrower is required to pay commitment fees based on the daily unused amount of the Credit Agreement in an amount equal to 0.375% per annum. Amounts borrowed and repaid under the Credit Agreement may be re-borrowed, subject to borrowing base availability. The Credit Agreement permits us to make distributions of available cash to unitholders so long as (i) no default under the 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. In addition, the Credit Agreement contains various covenants that may limit, among other things, our ability to (subject to exceptions): • grant liens; • make certain loans or investments; • incur additional indebtedness or guarantee other indebtedness; • enter into transactions with affiliates; • merge or consolidate; • sell our assets; and • make certain acquisitions. The Credit Agreement also contains various financial covenants, including covenants requiring us to maintain: • a minimum EBITDA to interest coverage ratio of 2.50 to 1.00, determined as of the last day of each fiscal quarter, with EBITDA and interest expense annualized for the most-recent fiscal quarter; • a ratio of total secured indebtedness to EBITDA not greater than 3.00 to 1.00 or less than 0.00 to 1.00, determined as of the last day of each fiscal quarter, with EBITDA annualized for the most-recent fiscal quarter; and • a 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. For purposes of the above covenants, EBITDA is calculated as set forth in the Credit Agreement. If a default exists under the Credit Agreement, the lenders will be able to accelerate the maturity on the amount then outstanding and exercise other rights and remedies. In connection with entering into the Credit Agreement, we paid certain upfront fees and arrangement fees to the arrangers, syndication agents and senior managing agents of the Credit Agreement in the amount of $10.0 million during the year ended December 31, 2021. These fees were capitalized to loan costs and are amortized over the remaining term of the Credit Agreement. As of December 31, 2023, we were in compliance with all of our covenants under the Credit Agreement. As of December 31, 2023, we had outstanding borrowings under the Credit Agreement of $871.8 million and $728.2 million of remaining unused availability of which, due to restrictions related to compliance with the applicable financial covenants, $529.1 million was available to be drawn. The borrowing base consists of eligible accounts receivable, inventory, and compression units. The largest component, representing 93% of the borrowing base as of December 31, 2023, was eligible compression units. Eligible compression units consist of compressor packages that are under service contracts, leased or rented, and carried in the financial statements as fixed assets. Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the year ended December 31, 2023, was 7.68%, and our weighted-average interest rate under the Credit Agreement as of December 31, 2023, was 7.98%. There were no letters of credit issued under the Credit Agreement as of December 31, 2023. The Credit Agreement is a “revolving credit facility” that includes a lockbox arrangement, whereby remittances from customers are forwarded to a bank account controlled by the administrative agent and are applied to reduce borrowings under the facility. 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. We may redeem all or a part of the Senior Notes 2027 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 September 1 of the years indicated below: Year Percentages 2023 103.438 % 2024 101.719 % 2025 and thereafter 100.000 % If we experience a change of control followed by a ratings decline, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2027 (as described above), we may be required to offer to repurchase the Senior Notes 2027 at a purchase price equal to 101% of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date. 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 December 31, 2023, 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 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 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. Senior Notes 2026 On March 23, 2018, the Partnership and Finance Corp co-issued the Senior Notes 2026. The Senior Notes 2026 mature on April 1, 2026, and accrue interest at the rate of 6.875% per year. Interest on the Senior Notes 2026 is payable semi-annually in arrears on each of April 1 and October 1. We may redeem all or a part of the Senior Notes 2026 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 April 1 of the years indicated below: Year Percentages 2023 101.719 % 2024 and thereafter 100.000 % If we experience a change of control followed by a ratings decline, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2026 (as described above), we may be required to offer to repurchase the Senior Notes 2026 at a purchase price equal to 101% of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date. The indenture governing the Senior Notes 2026 (the “2026 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2026 Indenture. As of December 31, 2023, we were in compliance with such financial covenants under the 2026 Indenture. The Senior Notes 2026 are fully and unconditionally guaranteed (the “2026 Guarantees”), jointly and severally, on a senior unsecured basis by the Guarantors. The Senior Notes 2026 and the 2026 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 2026 and the 2026 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 2026. 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. Subsidiary Guarantors The Partnership may from time to time file a Registration Statement on Form S-3 with the SEC to register the issuance and sale of, among other securities, debt securities, which may be co-issued by Finance Corp (together with the Partnership, the “Issuers”) and fully and unconditionally guaranteed on a joint and several basis by the Partnership’s operating subsidiaries for the benefit of each holder and the trustee. Such guarantees are expected to be subject to release, subject to certain limitations, as follows (i) upon the sale, exchange or transfer, by way of a merger or otherwise, to any person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interest in such subsidiary guarantor; or (ii) upon delivery by an Issuer of a written notice to the trustee of the release or discharge of all guarantees by such subsidiary guarantor of any debt of the Issuers other than obligations arising under the indenture governing such debt and any debt securities issued under such indenture, except a discharge or release by or as a result of payment under such guarantees. Maturities of long-term debt for each of the five succeeding years are as follows (in thousands): Year Ending December 31, 2024 $ — 2025 — 2026 (1) 1,596,813 2027 750,000 2028 — ________________________ (1) The Credit Agreement matures on December 8, 2026, except that if any portion of the 6.875% Senior Notes 2026 are outstanding on December 31, 2025, the Credit Agreement will mature on December 31, 2025. |
Preferred Units
Preferred Units | 12 Months Ended |
Dec. 31, 2023 | |
Preferred Units and Warrants | |
Preferred Units | Preferred Units Preferred Unit and Warrant Private Placement On April 2, 2018, we completed a private placement of $500 million in the aggregate of (i) newly authorized and established Preferred Units and (ii) two tranches of warrants to purchase common units with certain investment funds managed, or advised, by EIG Global Energy Partners. We issued the holders of the Preferred Units an aggregate of 500,000 Preferred Units with a face value of $1,000 per Preferred Unit, a tranche of warrants with the right to purchase 10,000,000 common units with a strike price of $19.59 per common unit, and a tranche of warrants with the right to purchase 5,000,000 common units with a strike price of $17.03 per common unit. Refer to Note 12 for further information on these warrants. On November 13, 2018, the Partnership filed a Registration Statement on Form S-3 to register 41,202,553 common units that are potentially issuable upon conversion of the Preferred Units and exercise of the warrants described above. The Preferred Units 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. As of December 31, 2023 and 2022, 500,000 Preferred Units were issued and outstanding. 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 5, 2021 $ 24.375 May 7, 2021 24.375 August 6, 2021 24.375 November 5, 2021 24.375 Total 2021 distributions $ 97.50 February 4, 2022 $ 24.375 May 6, 2022 24.375 August 5, 2022 24.375 November 4, 2022 24.375 Total 2022 distributions $ 97.50 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 Announced Quarterly Distribution On January 11, 2024, we declared a cash distribution of $24.375 per unit on our Preferred Units. The distribution was paid on February 2, 2024, to the holders of the Preferred Units of record as of the close of business on January 22, 2024. Redemption and Conversion Features As of April 2, 2023, 100% of 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. As of December 31, 2023, the Preferred Units are convertible into a maximum number of 24,985,633 common units, assuming there are no unpaid cash distributions on the Preferred Units. The holders of the Preferred Units are entitled to vote on an as-converted basis with the common unitholders and (as proportionately adjusted for unit splits, unit distributions, and similar transactions) will have certain other class voting rights with respect to any amendment to the Partnership Agreement that would adversely affect any rights, preferences, or privileges of the Preferred Units. In addition, upon certain events involving a change of control, the holders of the Preferred Units may elect, among other potential elections, to convert their Preferred Units to common units at the then change of control conversion rate. As of April 2, 2023, 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. The Preferred Units are presented as temporary equity within the mezzanine section of the Consolidated Balance Sheets because the redemption provisions on or after April 2, 2028 are outside the Partnership’s control. The Preferred Units were recorded at their issuance date fair value, net of issuance cost. Net income allocations increase the carrying value and declared distributions decrease the carrying value of the Preferred Units. As the Preferred Units are not currently redeemable, and it is not probable that they will become redeemable, adjustment to the initial carrying value is not necessary and would only be required if it becomes probable that the Preferred Units would become redeemable. 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. Changes in the Preferred Units’ balance are as follows (in thousands): Preferred Units Balance as of December 31, 2020 $ 477,309 Net income allocated to Preferred Units 48,750 Cash distributions on Preferred Units (48,750) Balance as of December 31, 2021 477,309 Net income allocated to Preferred Units 48,750 Cash distributions on Preferred Units (48,750) Balance as of December 31, 2022 477,309 Net income allocated to Preferred Units 47,775 Cash distributions on Preferred Units (48,750) Balance as of December 31, 2023 $ 476,334 Refer to Note 14 for information about the rights EIG Veteran Equity Aggregator, L.P. (along with its affiliated funds, “EIG”) has to designate one of the members of the board of directors of the General Partner (the “Board”). |
Partners' Deficit
Partners' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Partners' Capital Notes [Abstract] | |
Partners' Deficit | Partners’ Deficit Common Units The change in common units outstanding were as follows: Common Units Outstanding Number of common units outstanding, December 31, 2020 96,962,323 Vesting of phantom units 263,985 Issuance of common units under the DRIP 118,399 Number of common units outstanding, December 31, 2021 97,344,707 Vesting of phantom units 224,386 Issuance of common units under the DRIP 124,255 Exercise and conversion of warrants into common units 534,308 Number of common units outstanding, December 31, 2022 98,227,656 Vesting of phantom units 310,059 Issuance of common units under the DRIP 87,808 Exercise and conversion of warrants into common units 2,360,488 Number of common units outstanding, December 31, 2023 100,986,011 As of December 31, 2023, Energy Transfer held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by Energy Transfer. The limited partners holding our common units have the following rights, among others: • right to receive distributions of our available cash within 45 days after the end of each quarter, so long as we have paid the required distributions on the Preferred Units for such quarter; • right to transfer limited partner unit ownership to substitute limited partners; • right to approve certain amendments of the Partnership Agreement; • right to electronic access of an annual report, containing audited financial statements and a report on those financial statements by our independent public accountants, within 90 days after the close of the fiscal year end; and • right to receive information reasonably required for tax reporting purposes within 90 days after the close of the calendar year. Cash Distributions 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 Amount Paid to Amount Paid to Total February 5, 2021 $ 0.525 $ 50.9 $ 1.1 $ 52.0 May 7, 2021 0.525 50.9 1.1 52.0 August 6, 2021 0.525 51.0 1.1 52.1 November 5, 2021 0.525 51.0 1.0 52.0 Total 2021 distributions $ 2.10 $ 203.8 $ 4.3 $ 208.1 February 4, 2022 $ 0.525 $ 51.1 $ 1.2 $ 52.3 May 6, 2022 0.525 51.1 1.2 52.3 August 5, 2022 0.525 51.4 1.1 52.5 November 4, 2022 0.525 51.5 1.0 52.5 Total 2022 distributions $ 2.10 $ 205.1 $ 4.5 $ 209.6 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 Announced Quarterly Distribution On January 11, 2024, we announced a cash distribution of $0.525 per unit on our common units. The distribution was paid on February 2, 2024, to common unitholders of record as of the close of business on January 22, 2024. DRIP During the years ended December 31, 2023, 2022, and 2021, distributions of $1.9 million, $2.1 million, and $1.8 million, respectively, were reinvested under the DRIP resulting in the issuance of 87,808, 124,255, and 118,399 common units, respectively. On August 5, 2020, we filed a registration statement on Form S-3 for the issuance of up to 5,000,000 units under the DRIP. Warrants On April 27, 2022, the tranche of warrants with the right to purchase 5,000,000 common units with a strike price of $17.03 per common unit was exercised in full by the holders. The exercise of these warrants was net settled by the Partnership for 534,308 common units. On October 27, 2023, the tranche of warrants with the right to purchase 10,000,000 common units with a strike price of $19.59 per common unit was exercised in full by the holders. The exercise of the warrants was net settled by the Partnership for 2,360,488 common units. As of December 31, 2023, no warrants remained outstanding. The warrants outstanding as of December 31, 2022 were presented within the equity section of the Consolidated Balance Sheets in accordance with GAAP as they were indexed to the Partnership’s common units, and required physical settlement or net settlement in the Partnership’s common units. The warrants were valued at issuance using the Black-Scholes-Merton model. Income (Loss) Per Unit The computation of income (loss) 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 (loss) per unit is determined by dividing net income (loss) 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 (loss) 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 (loss) attributable to unitholders for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages. Diluted income (loss) 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 (loss) per unit, as they are not considered to be participating securities, but are included in the calculation of diluted income (loss) 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 year ended December 31, 2023, approximately 1,167,000 and 873,000 incremental unvested phantom units and “in the money” outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding. For the years ended December 31, 2022 and 2021, approximately 980,000 and 829,000 incremental unvested phantom units, respectively, were excluded from the calculation of diluted loss per unit because the impact was anti-dilutive. For the year ended December 31, 2022, approximately 42,000 incremental “in the money” then-outstanding warrants were excluded from the calculation of diluted loss per unit because the impact was anti-dilutive. For the year ended December 31, 2021, our outstanding warrants were not included in the computation as they were not considered “in the money” for the period. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue The following table disaggregates our revenue by type of service (in thousands): Year Ended December 31, 2023 2022 2021 Contract operations revenue $ 823,661 $ 688,857 $ 621,449 Retail parts and services revenue 22,517 15,741 11,196 Total revenues $ 846,178 $ 704,598 $ 632,645 The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands): Year Ended December 31, 2023 2022 2021 Services provided over time: Primary term $ 643,284 $ 489,091 $ 419,307 Month-to-month 180,377 199,766 202,142 Total services provided over time 823,661 688,857 621,449 Services provided or goods transferred at a point in time 22,517 15,741 11,196 Total revenues $ 846,178 $ 704,598 $ 632,645 Contract operations revenue Revenue from contracted compression, natural gas treating, and maintenance services is recognized ratably as services are provided to our customers under our fixed-fee contracts over the term of the contract. Initial contract terms typically range from six months to five years. However, we usually continue to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. We primarily enter into fixed-fee contracts whereby our customers are required to pay our monthly fee even during periods of limited or disrupted throughput. Services generally are billed monthly, one month in advance of the commencement of the service month, except for certain customers who are billed at the beginning of the service month, and payment generally is due 30 days after receipt of our invoice. Amounts invoiced in advance are recorded as deferred revenue until earned, at which time they are recognized as revenue. The amount of consideration we receive and revenue we recognize is based on the fixed-fee rate stated in each service contract. Variable consideration exists in select contracts when billing rates vary based on actual equipment availability or volume of total installed horsepower. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone service fee. We generally determine standalone service fees based on the service fees charged to customers or use expected cost plus margin. The majority of our service performance obligations are satisfied over time as services are rendered at selected customer locations on a monthly basis and based on specific performance criteria identified in the applicable contract. The monthly service for each location is substantially the same service month-to-month and is promised consecutively over the service contract term. We measure progress and performance of the service consistently using a straight-line, time-based method as each month passes, because our performance obligations are satisfied evenly over the contract term as the customer simultaneously receives and consumes the benefits provided by our service. If variable consideration exists, it is allocated to the distinct monthly service within the series to which such variable consideration relates. We have elected to apply the invoicing practical expedient to recognize revenue for such variable consideration, as the invoice corresponds directly to the value transferred to the customer based on our performance completed to date. There are typically no material obligations for returns or refunds. Our standard contracts do not usually include material non-cash consideration. Retail parts and services revenue Retail parts and services revenue primarily is earned on directly reimbursable freight and crane charges that are the financial responsibility of the customers and maintenance work on units at customer locations that are outside the scope of core maintenance activities. Revenue from retail parts and services is recognized at the point-in-time the part is transferred or service is provided and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such part or service after we have performed our services. We bill upon completion of the service or transfer of the parts, and payment generally is due 30 days after receipt of our invoice. The amount of consideration we receive and revenue we recognize is based on the invoice amount. There are typically no material obligations for returns, refunds, or warranties. Our standard contracts do not usually include material variable or non-cash consideration. 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): December 31, Balance sheet location 2023 2022 Current (1) Deferred revenue $ 62,589 $ 62,345 Noncurrent Other liabilities 6,000 2,789 Total $ 68,589 $ 65,134 ________________________ (1) We recognized $61.4 million of revenue during the year ended December 31, 2023, related to our deferred revenue balance as of December 31, 2022. Performance Obligations As of December 31, 2023, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $1.0 billion. We expect to recognize these remaining performance obligations as follows (in thousands): 2024 2025 2026 2027 Thereafter Total Remaining performance obligations $ 552,753 $ 248,288 $ 128,972 $ 71,823 $ 24,757 $ 1,026,593 |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of December 31, 2023, owned approximately 46% of our limited partner interests and 100% of the General Partner. Revenue recognized from those entities affiliated with Energy Transfer on our Consolidated Statement of Operations were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Related-party revenues $ 21,726 $ 15,655 $ 11,967 We had approximately $0 and $52,000 within related-party receivables on our Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively, from those entities affiliated with Energy Transfer. Pursuant to the Board Representation Agreement entered into by us, the General Partner, Energy Transfer, and EIG, in connection with our private placement of Preferred Units and warrants to EIG, EIG Management Company, LLC has the right to designate one of the members of the Board for so long as the holders of the Preferred Units hold more than 5% of the Partnership’s outstanding common units in the aggregate (taking into account the common units issuable upon conversion of the Preferred Units and exercise of the warrants). |
Unit-based Compensation
Unit-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Unit-based Compensation | Unit-Based Compensation Long-Term Incentive Plan In January 2013, the Board adopted the USA Compression Partners, LP 2013 Long-Term Incentive Plan (as amended, the “LTIP”), which is available for certain employees, consultants, and directors of the General Partner and any of its affiliates who perform services for us. The LTIP provides for awards of unit options, unit appreciation rights, restricted units, phantom units, DERs, unit awards, profits interest units, and other unit-based awards. Under the LTIP, the maximum number of common units available for issuance is 10,000,000 and the term of the LTIP is until November 1, 2028. Awards that are forfeited, canceled, paid, or otherwise terminate or expire without the actual delivery of common units will be available for delivery pursuant to other awards. The LTIP is administered by the Board or a committee thereof. The General Partner’s executive officers, certain of its employees, and certain of its independent directors were granted these awards to incentivize them to help drive our future success and to share in the economic benefits of that success. All employees with phantom units have the option to have a portion of their award settled in cash and a portion settled in common units upon vesting, unless otherwise approved by the Board or a committee thereof. The amount that can be settled in cash is in excess of the employee’s minimum statutory tax-withholding rate. ASC Topic 718 Compensation – Stock Compensation requires the entire amount of an award with such features to be accounted for as a liability. Under the liability method of accounting for unit-based compensation, we re-measure the fair value of the award at each financial statement date until the award vests or is forfeited. The fair value is measured using the market price of the Partnership’s common units. During the requisite service period (the vesting period of the awards), compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date. Phantom units granted to independent directors do not have a cash settlement option and as such, we account for these awards as equity. Each phantom unit is granted in tandem with a corresponding DER, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (i) the number of the recipient’s outstanding, unvested phantom units on the record date for such quarter and (ii) the quarterly distribution declared by the Board for such quarter with respect to the Partnership’s common units. During the years ended December 31, 2023, 2022, and 2021, an aggregate of 476,959, 603,365, and 638,903, respectively, phantom units (including the corresponding DERs) were granted under the LTIP to the General Partner’s executive officers, certain of its employees, and independent directors. The phantom units (including the corresponding DERs) awarded are subject to restrictions on transferability, customary forfeiture provisions, and time vesting provisions. These phantom unit awards vest incrementally, with 60% of the phantom units vesting on December 5 of the third year following the grant and the remaining 40% vesting on December 5 of the fifth year following the grant. Phantom units vest in full upon a change in control. Award recipients do not have all the rights of a unitholder in the Partnership with respect to the phantom units until the units have vested. As of December 31, 2023, and 2022, our total unit-based compensation liability was $21.9 million and $17.7 million, respectively. During the years ended December 31, 2023, 2022, and 2021, we recognized $22.2 million, $15.9 million, and $15.5 million of compensation expense associated with these awards, respectively, recorded in selling, general, and administrative expense. During the years ended December 31, 2023, 2022, and 2021, amounts paid related to the cash settlement of vested awards under the LTIP were $6.4 million, $3.0 million, and $3.2 million, respectively. The total fair value and intrinsic value of the phantom units vested under the LTIP was $7.3 million, $4.1 million, and $4.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. The following table summarizes information regarding phantom unit awards for the periods presented: Number of Units Weighted-Average Phantom units outstanding at December 31, 2020 2,137,957 $ 14.88 Granted 638,903 14.92 Vested (475,831) 15.13 Forfeited (71,261) 14.50 Phantom units outstanding at December 31, 2021 2,229,768 $ 13.57 Granted 603,365 18.31 Vested (386,916) 15.89 Forfeited (292,202) 14.10 Phantom units outstanding at December 31, 2022 2,154,015 $ 14.21 Granted 476,959 23.13 Vested (585,055) 13.29 Forfeited (122,887) 17.50 Phantom units outstanding at December 31, 2023 1,923,032 $ 17.08 The unrecognized compensation cost associated with phantom unit awards was an aggregate $21.6 million as of December 31, 2023. We expect to recognize the unrecognized compensation cost for these awards on a weighted-average basis over a period of approximately 2.7 years. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans A 401(k) plan is available to all of our employees. The plan permits employees to contribute up to 20% of their salary, up to the statutory limits, which was $22,500 for 2023. The plan provides for discretionary matching contributions by us on an annual basis. Aggregate matching contributions made to employees’ 401(k) plans were $3.8 million, $3.2 million, and $3.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Major Customers and Concentration of Credit Risk One customer accounted for approximately 11% of total revenue for the year ended December 31, 2023. No customer accounted for 10% or more of total revenues for the years ended December 31, 2022 or 2021. As of December 31, 2023, one customer accounted for 17% of our trade accounts receivable, net balance. As of December 31, 2022, one customer accounted for 13% of our trade accounts receivable, net balance. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents have a zero-loss expectation because we maintain minimal balances in our cash and cash equivalents’ accounts and have no history of loss. Trade accounts receivable are due from companies of varying size engaged principally in oil and natural gas activities throughout the U.S.; therefore, our customers may be similarly affected by changes in economic and other conditions within the industry. We perform periodic evaluations of our customers’ financial condition, including monitoring our customers’ payment history and current credit worthiness to manage this risk. We generally do not obtain collateral for trade receivables, but we may require payment in advance. Payment terms are on a short-term basis and in accordance with industry practice. We consider this credit risk to be limited due to these companies’ financial resources, the nature of the products and services we provide, and the terms of our customer agreements. (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 depending on whether the administrative law judge assigned by the OTC accepts our position that the transactions are not taxable and 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 $25.8 million, including penalties and interest. Our U.S. federal income tax returns for years 2019 and 2020 currently are under examination by the 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 $26.4 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) Equipment Purchase Commitments Our future capital commitments are comprised of binding commitments under purchase orders for new compression units ordered but not received. The commitments as of December 31, 2023, were $53.4 million, all of which is expected to be settled within the next twelve months. (e) Environmental The Partnership’s 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 the Partnership to conduct its 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 the Partnership to significant fines, penalties, and/or interruptions in operations. The Partnership’s 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 Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
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. 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, if any, of the amendments to ASU 2023-07 on our consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) Attributable to Parent | $ 68,268 | $ 30,318 | $ 10,279 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed the Company of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, except as follows: • On November 13, 2023, Eric D. Long, our President and Chief Executive Officer and Director, adopted an equity trading plan in accordance with Rule 10b5-1(c)(1) under the Exchange Act. The plan provides for the sale of up to a maximum of 196,859 of our common units. The first trade under the plan will not occur until February 16, 2024 at the earliest, and the plan will terminate on or before November 8, 2024. | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Eric D. Long [Member] | ||
Trading Arrangements, by Individual | ||
Name | Eric D. Long | |
Title | President and Chief Executive Officer and Director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 13, 2023 | |
Arrangement Duration | 361 days | |
Aggregate Available | 196,859 | 196,859 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates Our 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 in these consolidated financial statements and the accompanying results. 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 |
Trade Accounts Receivable and Allowance for Credit Losses | 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 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 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 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 our 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 $0.9 million, $0.9 million, and $0.2 million for the years ended December 31, 2023, 2022, and 2021, 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. We assess identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not record any impairment of identifiable intangible assets for the years ended December 31, 2023, 2022, or 2021. |
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. Refer to Note 13 for more detailed information about revenue recognition for the years ended December 31, 2023, 2022, and 2021. |
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 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 consolidated financial statements. Refer to Note 9 for more detailed information about the Texas Margin Tax for the years ended December 31, 2023, 2022, and 2021. |
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 December 31, 2023, and 2022, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt, and as of December 31, 2023, a derivative instrument. 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 and Senior Notes 2027 were estimated using quoted prices in inactive markets and are considered Level 2 measurements. |
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. 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, if any, of the amendments to ASU 2023-07 on our consolidated financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Carrying amount and fair value of fixed rate senior notes | The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2026 and Senior Notes 2027 (in thousands): December 31, 2023 2022 Senior Notes 2026, aggregate principal $ 725,000 $ 725,000 Fair value of Senior Notes 2026 720,621 706,875 Senior Notes 2027, aggregate principal 750,000 750,000 Fair value of Senior Notes 2027 737,963 725,625 |
Schedule of Interest Rate Derivative | The following table summarizes the gross fair value of our interest-rate swap (in thousands): December 31, 2023 2022 Interest-rate swap $ 1,204 $ — |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Trade Accounts Receivable, Allowance for Credit Loss | The following summarizes activity within our trade accounts receivable allowance for credit losses balance (in thousands): Allowance for Credit Losses Balance as of December 31, 2021 $ 2,057 Current-period provision for expected credit losses (700) Write-offs charged against the allowance (203) Recoveries collected 10 Balance as of December 31, 2022 1,164 Current-period provision for expected credit losses 1,500 Write-offs charged against the allowance (487) Recoveries collected 83 Balance as of December 31, 2023 $ 2,260 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventories | Components of inventories are as follows (in thousands): December 31, 2023 2022 Serialized parts $ 59,901 $ 46,923 Non-serialized parts 54,827 46,831 Total inventories $ 114,728 $ 93,754 |
Property and Equipment, Ident_2
Property and Equipment, Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property And Equipment, Identifiable Intangible Assets and Goodwill | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): December 31, 2023 2022 Compression and treating equipment $ 3,902,115 $ 3,658,000 Computer equipment 33,456 34,941 Automobiles and vehicles 46,395 34,947 Leasehold improvements 9,414 8,997 Buildings 3,464 3,464 Furniture and fixtures 868 795 Land 77 77 Total property and equipment, gross 3,995,789 3,741,221 Less: accumulated depreciation and amortization (1,758,164) (1,568,297) Total property and equipment, net $ 2,237,625 $ 2,172,924 |
Schedule of estimated useful lives of assets | 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 Trade Names Total Gross balance as of December 31, 2022 $ 485,162 $ 65,500 $ 550,662 Accumulated amortization (234,418) (41,212) (275,630) Net balance as of December 31, 2022 $ 250,744 $ 24,288 $ 275,032 Gross balance as of December 31, 2022 $ 485,162 $ 65,500 $ 550,662 Accumulated amortization (260,523) (44,487) (305,010) Net balance as of December 31, 2023 $ 224,639 $ 21,013 $ 245,652 |
Schedule of intangible assets future amortization expense | The expected amortization of the intangible assets for each of the five succeeding years is as follows: Year Ending December 31, 2024 $ 29,380 2025 29,380 2026 29,380 2027 14,486 2028 12,135 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Components of other current liabilities included the following (in thousands): December 31, 2023 2022 Accrued interest expense 31,960 32,763 Accrued unit-based compensation liability 21,896 17,743 Accrued capital expenditures 13,672 10,028 |
Lease Accounting (Tables)
Lease Accounting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases consisted of the following (in thousands): December 31, 2023 2022 Operating leases: Lease right-of-use assets $ 17,290 $ 18,195 Accrued liabilities (4,066) (3,631) Operating lease liabilities (14,731) (16,146) Finance leases: Property and equipment, gross $ 3,661 $ 3,685 Accumulated depreciation (2,628) (2,278) Property and equipment, net 1,033 1,407 Accrued liabilities (459) (484) Other liabilities (722) (1,211) |
Schedule of components of lease expense | Components of lease expense consisted of the following (in thousands): Year Ended December 31, Income Statement Line Item 2023 2022 2021 Operating lease costs: Operating lease cost Cost of operations, exclusive of depreciation and amortization $ 3,586 $ 3,349 $ 3,074 Operating lease cost Selling, general, and administrative 1,490 1,490 1,524 Total operating lease costs 5,076 4,839 4,598 Finance lease costs: Amortization of lease assets Depreciation and amortization 351 376 443 Short-term lease costs: Short-term lease cost Cost of operations, exclusive of depreciation and amortization 135 165 374 Short-term lease cost Selling, general, and administrative 39 10 30 Total short-term lease costs 174 175 404 Variable lease costs: Variable lease cost Cost of operations, exclusive of depreciation and amortization 10 129 141 Variable lease cost Selling, general, and administrative 803 649 597 Total variable lease costs 813 778 738 Total lease costs $ 6,414 $ 6,168 $ 6,183 |
Schedule of Weighted Average Remaining Lease Term | The weighted-average remaining lease terms and weighted-average discount rates were as follows: Year Ended December 31, 2023 2022 2021 Weighted-average remaining lease term: Operating leases 5 years 6 years 7 years Finance leases 4 years 4 years 3 years Weighted-average discount rate: Operating leases 5.1 % 4.9 % 5.0 % Finance leases 6.3 % 5.2 % 3.9 % |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (5,034) $ (4,743) $ (4,463) Operating cash flows from finance leases (174) (124) (129) Financing cash flows from finance leases (489) (518) (558) ROU assets obtained in exchange for lease obligations: Operating leases $ 3,105 $ 1,720 $ 730 Finance leases — 790 430 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2023, consisted of the following (in thousands): Operating Leases Finance Leases Total 2024 $ 4,913 $ 524 $ 5,437 2025 4,214 240 4,454 2026 3,558 240 3,798 2027 2,940 240 3,180 2028 2,952 100 3,052 Thereafter 2,804 — 2,804 Total lease payments 21,381 1,344 22,725 Less: present-value discount (2,584) (163) (2,747) Present value of lease liabilities $ 18,797 $ 1,181 $ 19,978 |
Derivative Instrument (Tables)
Derivative Instrument (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Consolidated Balance Sheets (in thousands): Assets Liabilities December 31, December 31, Balance Sheet Classification 2023 2022 2023 2022 Derivative instrument $ 5,670 $ — $ — $ — Derivative instrument, long term — — 4,466 — |
Derivative instruments, gain (loss) | The following table summarizes the location and amounts recognized related to our derivative instrument within our Consolidated Statements of Operations (in thousands): Year Ended December 31, 2023 2022 2021 Gain on derivative instrument $ 7,449 $ — $ — |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefits) | Components of our income tax expense are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current tax expense $ 1,417 $ 1,167 $ 916 Deferred tax benefit (52) (151) (42) Total income tax expense $ 1,365 $ 1,016 $ 874 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences related to property and equipment, identifiable intangible assets, and goodwill that gives rise to deferred tax assets (liabilities), included net within other liabilities, are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Goodwill $ 12 $ 13 Deferred tax liabilities: Property and equipment (4,189) (4,240) Identifiable intangible assets (24) (26) Total deferred tax liabilities (4,213) (4,266) Deferred tax liabilities, net $ (4,201) $ (4,253) |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt of the Partnership | Our debt obligations, of which there is no current portion, consisted of the following (in thousands): December 31, 2023 2022 Senior Notes 2026, aggregate principal $ 725,000 $ 725,000 Senior Notes 2027, aggregate principal 750,000 750,000 Less: deferred financing costs, net of amortization (10,725) (14,307) Total senior notes, net 1,464,275 1,460,693 Revolving credit facility 871,813 645,956 Total long-term debt, net $ 2,336,088 $ 2,106,649 |
Schedule of redemption prices | We may redeem all or a part of the Senior Notes 2027 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 September 1 of the years indicated below: Year Percentages 2023 103.438 % 2024 101.719 % 2025 and thereafter 100.000 % We may redeem all or a part of the Senior Notes 2026 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 April 1 of the years indicated below: Year Percentages 2023 101.719 % 2024 and thereafter 100.000 % |
Schedule of maturities of long term debt | Maturities of long-term debt for each of the five succeeding years are as follows (in thousands): Year Ending December 31, 2024 $ — 2025 — 2026 (1) 1,596,813 2027 750,000 2028 — ________________________ (1) The Credit Agreement matures on December 8, 2026, except that if any portion of the 6.875% Senior Notes 2026 are outstanding on December 31, 2025, the Credit Agreement will mature on December 31, 2025. |
Preferred Units (Tables)
Preferred Units (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Preferred Units and Warrants | |
Schedule of 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 5, 2021 $ 24.375 May 7, 2021 24.375 August 6, 2021 24.375 November 5, 2021 24.375 Total 2021 distributions $ 97.50 February 4, 2022 $ 24.375 May 6, 2022 24.375 August 5, 2022 24.375 November 4, 2022 24.375 Total 2022 distributions $ 97.50 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 |
Changes in the Preferred Units balance | Changes in the Preferred Units’ balance are as follows (in thousands): Preferred Units Balance as of December 31, 2020 $ 477,309 Net income allocated to Preferred Units 48,750 Cash distributions on Preferred Units (48,750) Balance as of December 31, 2021 477,309 Net income allocated to Preferred Units 48,750 Cash distributions on Preferred Units (48,750) Balance as of December 31, 2022 477,309 Net income allocated to Preferred Units 47,775 Cash distributions on Preferred Units (48,750) Balance as of December 31, 2023 $ 476,334 |
Partners' Deficit (Tables)
Partners' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Partners' Capital Notes [Abstract] | |
Schedule of Limited Partners' Capital Account by Class | The change in common units outstanding were as follows: Common Units Outstanding Number of common units outstanding, December 31, 2020 96,962,323 Vesting of phantom units 263,985 Issuance of common units under the DRIP 118,399 Number of common units outstanding, December 31, 2021 97,344,707 Vesting of phantom units 224,386 Issuance of common units under the DRIP 124,255 Exercise and conversion of warrants into common units 534,308 Number of common units outstanding, December 31, 2022 98,227,656 Vesting of phantom units 310,059 Issuance of common units under the DRIP 87,808 Exercise and conversion of warrants into common units 2,360,488 Number of common units outstanding, December 31, 2023 100,986,011 |
Schedule of cash 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 Amount Paid to Amount Paid to Total February 5, 2021 $ 0.525 $ 50.9 $ 1.1 $ 52.0 May 7, 2021 0.525 50.9 1.1 52.0 August 6, 2021 0.525 51.0 1.1 52.1 November 5, 2021 0.525 51.0 1.0 52.0 Total 2021 distributions $ 2.10 $ 203.8 $ 4.3 $ 208.1 February 4, 2022 $ 0.525 $ 51.1 $ 1.2 $ 52.3 May 6, 2022 0.525 51.1 1.2 52.3 August 5, 2022 0.525 51.4 1.1 52.5 November 4, 2022 0.525 51.5 1.0 52.5 Total 2022 distributions $ 2.10 $ 205.1 $ 4.5 $ 209.6 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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue by type of service | The following table disaggregates our revenue by type of service (in thousands): Year Ended December 31, 2023 2022 2021 Contract operations revenue $ 823,661 $ 688,857 $ 621,449 Retail parts and services revenue 22,517 15,741 11,196 Total revenues $ 846,178 $ 704,598 $ 632,645 |
Disaggregation of revenue by timing of transfer of services | The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands): Year Ended December 31, 2023 2022 2021 Services provided over time: Primary term $ 643,284 $ 489,091 $ 419,307 Month-to-month 180,377 199,766 202,142 Total services provided over time 823,661 688,857 621,449 Services provided or goods transferred at a point in time 22,517 15,741 11,196 Total revenues $ 846,178 $ 704,598 $ 632,645 |
Components of 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): December 31, Balance sheet location 2023 2022 Current (1) Deferred revenue $ 62,589 $ 62,345 Noncurrent Other liabilities 6,000 2,789 Total $ 68,589 $ 65,134 ________________________ (1) We recognized $61.4 million of revenue during the year ended December 31, 2023, related to our deferred revenue balance as of December 31, 2022. |
Schedule of remaining performance obligation | As of December 31, 2023, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $1.0 billion. We expect to recognize these remaining performance obligations as follows (in thousands): 2024 2025 2026 2027 Thereafter Total Remaining performance obligations $ 552,753 $ 248,288 $ 128,972 $ 71,823 $ 24,757 $ 1,026,593 |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Revenue recognized from those entities affiliated with Energy Transfer on our Consolidated Statement of Operations were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Related-party revenues $ 21,726 $ 15,655 $ 11,967 |
Unit-based Compensation (Tables
Unit-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of information regarding phantom unit awards | The following table summarizes information regarding phantom unit awards for the periods presented: Number of Units Weighted-Average Phantom units outstanding at December 31, 2020 2,137,957 $ 14.88 Granted 638,903 14.92 Vested (475,831) 15.13 Forfeited (71,261) 14.50 Phantom units outstanding at December 31, 2021 2,229,768 $ 13.57 Granted 603,365 18.31 Vested (386,916) 15.89 Forfeited (292,202) 14.10 Phantom units outstanding at December 31, 2022 2,154,015 $ 14.21 Granted 476,959 23.13 Vested (585,055) 13.29 Forfeited (122,887) 17.50 Phantom units outstanding at December 31, 2023 1,923,032 $ 17.08 |
Organization and Description _2
Organization and Description of the Business (Details) - USAC Management | Dec. 31, 2023 employee |
Organization | |
Number of employees | 822 |
Subject to collective bargaining arrangements | |
Organization | |
Number of employees | 0 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment | |||
Capitalized interest | $ 0.9 | $ 0.9 | $ 0.2 |
Overhauls and Major Improvements | Minimum | |||
Property and Equipment | |||
Property and equipment useful Life | 3 years | ||
Overhauls and Major Improvements | Maximum | |||
Property and Equipment | |||
Property and equipment useful Life | 5 years |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Identifiable Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Identifiable intangible assets | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Minimum | |||
Identifiable intangible assets | |||
Useful life of identifiable intangible asset | 15 years | ||
Maximum | |||
Identifiable intangible assets | |||
Useful life of identifiable intangible asset | 25 years |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Fair Value (Details) - Level 2 - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying amount | Senior Notes 2026, aggregate principal | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities, fair value disclosure | $ 725,000 | $ 725,000 |
Carrying amount | Senior Notes 2027, aggregate principal | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities, fair value disclosure | 750,000 | 750,000 |
Fair value | Senior Notes 2026, aggregate principal | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities, fair value disclosure | 720,621 | 706,875 |
Fair value | Senior Notes 2027, aggregate principal | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities, fair value disclosure | $ 737,963 | $ 725,625 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Schedule of Interest Rate Derivative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Interest-rate swap | $ 1,204 | $ 0 |
Trade Accounts Receivable - Tra
Trade Accounts Receivable - Trade Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Trade accounts receivable, allowance for credit loss, beginning balance | $ 1,164 | $ 2,057 | |
Provision for expected credit losses | 1,500 | (700) | $ (2,700) |
Write-offs charged against the allowance | (487) | (203) | |
Recoveries collected | 83 | 10 | |
Trade accounts receivable, allowance for credit loss, ending balance | $ 2,260 | $ 1,164 | $ 2,057 |
Trade Accounts Receivable - Nar
Trade Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Accounts receivable, allowances for credit losses | $ 2,260 | $ 1,164 | $ 2,057 |
Reversal of provision for expected credit losses | $ (1,500) | $ 700 | $ 2,700 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Serialized parts | $ 59,901 | $ 46,923 |
Non-serialized parts | 54,827 | 46,831 |
Total inventories | $ 114,728 | $ 93,754 |
Property and Equipment, Ident_3
Property and Equipment, Identifiable Intangible Assets - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment | ||
Property and Equipment, gross | $ 3,995,789 | $ 3,741,221 |
Less: accumulated depreciation and amortization | (1,758,164) | (1,568,297) |
Total property and equipment, net | 2,237,625 | 2,172,924 |
Compression and treating equipment | ||
Property and Equipment | ||
Property and Equipment, gross | 3,902,115 | 3,658,000 |
Computer equipment | ||
Property and Equipment | ||
Property and Equipment, gross | 33,456 | 34,941 |
Automobiles and vehicles | ||
Property and Equipment | ||
Property and Equipment, gross | 46,395 | 34,947 |
Leasehold improvements | ||
Property and Equipment | ||
Property and Equipment, gross | 9,414 | 8,997 |
Buildings | ||
Property and Equipment | ||
Property and Equipment, gross | 3,464 | 3,464 |
Furniture and fixtures | ||
Property and Equipment | ||
Property and Equipment, gross | 868 | 795 |
Land | ||
Property and Equipment | ||
Property and Equipment, gross | $ 77 | $ 77 |
Property and Equipment, Ident_4
Property and Equipment, Identifiable Intangible Assets - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) hp equipment | Dec. 31, 2022 USD ($) equipment hp | Dec. 31, 2021 USD ($) hp equipment | |
Property and Equipment | |||
Depreciation expense | $ 216,700 | $ 207,300 | $ 209,400 |
Gain (loss) on disposition of assets | $ 1,667 | $ (1,527) | $ 2,588 |
Number of compressor units that are to be retired or sold or reutilized | equipment | 42 | 15 | 26 |
Number of horse power units that are to be retired or sold | hp | 37,700 | 3,200 | 11,000 |
Impairment of compression equipment | $ 12,346 | $ 1,487 | $ 5,121 |
Amortization expense | 29,400 | 29,400 | 29,400 |
Compression and treating equipment | |||
Property and Equipment | |||
Impairment of compression equipment | $ 12,300 | $ 1,500 | $ 5,100 |
Property and Equipment, Ident_5
Property and Equipment, Identifiable Intangible Assets - Schedule of Estimated Useful Lives (Details) | Dec. 31, 2023 |
Compression and treating equipment, acquired new | |
Identifiable intangible assets | |
Estimated useful lives | 25 years |
Compression and treating equipment, acquired used | Minimum | |
Identifiable intangible assets | |
Estimated useful lives | 5 years |
Compression and treating equipment, acquired used | Maximum | |
Identifiable intangible assets | |
Estimated useful lives | 25 years |
Furniture and fixtures | Minimum | |
Identifiable intangible assets | |
Estimated useful lives | 3 years |
Furniture and fixtures | Maximum | |
Identifiable intangible assets | |
Estimated useful lives | 10 years |
Vehicles and computer equipment | Minimum | |
Identifiable intangible assets | |
Estimated useful lives | 1 year |
Vehicles and computer equipment | Maximum | |
Identifiable intangible assets | |
Estimated useful lives | 10 years |
Buildings | |
Identifiable intangible assets | |
Estimated useful lives | 5 years |
Leasehold improvements | |
Identifiable intangible assets | |
Estimated useful lives | 5 years |
Property and Equipment, Ident_6
Property and Equipment, Identifiable Intangible Assets - Schedule of identifiable intangible assets, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Identifiable intangible assets | ||
Finite-lived intangible assets, gross | $ 550,662 | $ 550,662 |
Accumulated amortization | (305,010) | (275,630) |
Finite-lived intangible assets, net | 245,652 | 275,032 |
Customer Relationships | ||
Identifiable intangible assets | ||
Finite-lived intangible assets, gross | 485,162 | 485,162 |
Accumulated amortization | (260,523) | (234,418) |
Finite-lived intangible assets, net | 224,639 | 250,744 |
Trade Names | ||
Identifiable intangible assets | ||
Finite-lived intangible assets, gross | 65,500 | 65,500 |
Accumulated amortization | (44,487) | (41,212) |
Finite-lived intangible assets, net | $ 21,013 | $ 24,288 |
Property and Equipment, Ident_7
Property and Equipment, Identifiable Intangible Assets - Schedule of intangible assets future amortization expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Property, Plant and Equipment [Abstract] | |
2024 | $ 29,380 |
2025 | 29,380 |
2026 | 29,380 |
2027 | 14,486 |
2028 | $ 12,135 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued interest expense | $ 31,960 | $ 32,763 |
Accrued unit-based compensation liability | 21,896 | 17,743 |
Accrued capital expenditures | $ 13,672 | $ 10,028 |
Lease Accounting - Narrative (D
Lease Accounting - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) lease | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessor, Lease, Description [Line Items] | |||
Number of operating leases not yet commenced | lease | 0 | ||
Gain on disposition of sale-type lease | $ 1,100 | ||
Revenue | $ 846,178 | $ 704,598 | 632,645 |
Sales-type lease | |||
Lessor, Lease, Description [Line Items] | |||
Interest income on finance lease transaction | 100 | ||
Sales-type lease | Maintenance | |||
Lessor, Lease, Description [Line Items] | |||
Revenue | $ 300 | ||
Maximum | |||
Lessor, Lease, Description [Line Items] | |||
Lessee, operating lease, term of contract | 6 years | ||
Lessee, finance lease, term of contract | 6 years |
Lease Accounting - Supplemental
Lease Accounting - Supplemental balance sheet information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Description [Abstract] | ||
Lease right-of-use assets | $ 17,290 | $ 18,195 |
Accrued liabilities | (4,066) | (3,631) |
Operating lease liabilities | $ (14,731) | $ (16,146) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Lessee, Finance Lease, Description [Abstract] | ||
Property and equipment, gross | $ 3,661 | $ 3,685 |
Accumulated depreciation | (2,628) | (2,278) |
Property and equipment, net | 1,033 | 1,407 |
Accrued liabilities | (459) | (484) |
Other liabilities | $ (722) | $ (1,211) |
Lease Accounting - Components o
Lease Accounting - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | $ 5,076 | $ 4,839 | $ 4,598 |
Short-term lease cost | 174 | 175 | 404 |
Variable lease cost | 813 | 778 | 738 |
Total lease costs | 6,414 | 6,168 | 6,183 |
Cost of operations, exclusive of depreciation and amortization | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | 3,586 | 3,349 | 3,074 |
Short-term lease cost | 135 | 165 | 374 |
Variable lease cost | 10 | 129 | 141 |
Selling, general, and administrative | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | 1,490 | 1,490 | 1,524 |
Short-term lease cost | 39 | 10 | 30 |
Variable lease cost | 803 | 649 | 597 |
Depreciation and amortization | |||
Lessee, Lease, Description [Line Items] | |||
Amortization of lease assets | $ 351 | $ 376 | $ 443 |
Lease Accounting - Weighted ave
Lease Accounting - Weighted average remaining lease terms and weighted average discount rates (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Operating lease, weighted average remaining lease term | 5 years | 6 years | 7 years |
Finance lease, weighted average remaining lease term | 4 years | 4 years | 3 years |
Operating lease, weighted average discount rate, percent | 5.10% | 4.90% | 5% |
Finance lease, weighted average discount rate, percent | 6.30% | 5.20% | 3.90% |
Lease Accounting - Supplement_2
Lease Accounting - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ (5,034) | $ (4,743) | $ (4,463) |
Operating cash flows from finance leases | (174) | (124) | (129) |
Financing cash flows from finance leases | (489) | (518) | (558) |
Right-of-use asset obtained in exchange for operating lease liability | 3,105 | 1,720 | 730 |
Right-of-use asset obtained in exchange for finance lease liability | $ 0 | $ 790 | $ 430 |
Lease Accounting - Maturities o
Lease Accounting - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 4,913 |
2025 | 4,214 |
2026 | 3,558 |
2027 | 2,940 |
2028 | 2,952 |
Thereafter | 2,804 |
Total lease payments | 21,381 |
Less: present-value discount | (2,584) |
Present value of lease liabilities | 18,797 |
Finance Leases | |
2024 | 524 |
2025 | 240 |
2026 | 240 |
2027 | 240 |
2028 | 100 |
Thereafter | 0 |
Total lease payments | 1,344 |
Less: present-value discount | (163) |
Present value of lease liabilities | 1,181 |
Total | |
2024 | 5,437 |
2025 | 4,454 |
2026 | 3,798 |
2027 | 3,180 |
2028 | 3,052 |
Thereafter | 2,804 |
Total lease payments | 22,725 |
Less: present-value discount | (2,747) |
Present value of lease liabilities | $ 19,978 |
Derivative Instrument - Narrati
Derivative Instrument - Narrative (Details) - Interest Rate Swap - USD ($) $ in Millions | Oct. 31, 2023 | Apr. 30, 2023 |
Derivative [Line Items] | ||
Interest-rate swap, notional amount | $ 700 | $ 700 |
Interest-rate swap, fixed interest rate | 3.9725% | 3.785% |
Derivative Instrument - Fair va
Derivative Instrument - Fair value of our derivative instrument (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative instrument, Assets | $ 5,670 | $ 0 |
Derivative instrument, long term, Assets | 0 | 0 |
Derivative instrument, Liabilities | 0 | 0 |
Derivative instrument, long term, Liabilities | $ 4,466 | $ 0 |
Derivative Instrument - Derivat
Derivative Instrument - Derivative instrument, gain (loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Gain on derivative instrument | $ 7,449 | $ 0 | $ 0 |
Income Tax Expense - Narrative
Income Tax Expense - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Examination [Line Items] | |
Unrecognized tax benefits | $ 0 |
Texas Comptroller | |
Income Tax Examination [Line Items] | |
Texas margin tax (as a percent) | 0.75% |
Minimum tax base (as a percent) | 70% |
Income Tax Expense - Components
Income Tax Expense - Components of our income tax expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Current tax expense | $ 1,417 | $ 1,167 | $ 916 |
Deferred tax benefit | (52) | (151) | (42) |
Total income tax expense | $ 1,365 | $ 1,016 | $ 874 |
Income Tax Expense - Tax effect
Income Tax Expense - Tax effects of temporary differences related to property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Goodwill | $ 12 | $ 13 |
Deferred tax liabilities: | ||
Property and equipment | (4,189) | (4,240) |
Identifiable intangible assets | (24) | (26) |
Total deferred tax liabilities | (4,213) | (4,266) |
Deferred tax liabilities, net | $ (4,201) | $ (4,253) |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-term debt | ||
Less: deferred financing costs, net of amortization | $ (10,725) | $ (14,307) |
Total long-term debt | 2,336,088 | 2,106,649 |
Senior Notes 2026, aggregate principal | ||
Long-term debt | ||
Aggregate principal amount of senior notes | 725,000 | 725,000 |
Senior Notes 2027, aggregate principal | ||
Long-term debt | ||
Aggregate principal amount of senior notes | 750,000 | 750,000 |
Senior Notes | ||
Long-term debt | ||
Total long-term debt | 1,464,275 | 1,460,693 |
Revolving credit facility | ||
Long-term debt | ||
Total long-term debt | $ 871,813 | $ 645,956 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) | 12 Months Ended | ||||
Dec. 08, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 01, 2023 USD ($) | |
Long-term debt | |||||
Long-term debt, current portion | $ 0 | ||||
Loan fees and incurred costs paid during period | $ 379,000 | $ 549,000 | $ 9,960,000 | ||
USA Compression Partners, LP | |||||
Long-term debt | |||||
Ownership interest in guarantors (as a percent) | 100% | ||||
Restricted net assets | $ 0 | ||||
Revolving credit facility | |||||
Long-term debt | |||||
Maximum borrowing capacity | $ 1,600,000,000 | ||||
Capacity available for repayment of debt | $ 100,000,000 | ||||
Minimum EBITDA to interest coverage ratio | 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 | ||||
Consecutive period following the period in which any acquisition occurs for maintaining increased maximum funded debt to EBITDA ratio | 6 months | ||||
Loan fees and incurred costs paid during period | $ 10,000,000 | ||||
Line of credit facility, fair value of amount outstanding | 871,800,000 | ||||
Borrowing base availability | 728,200,000 | ||||
Borrowing capacity, subject to covenants | $ 529,100,000 | ||||
Borrowing base percentage representing eligible compression units | 93% | ||||
Effective interest rate (as a percent) | 7.98% | ||||
Weighted average interest rate (as a percent) | 7.68% | ||||
Letters of credit | $ 0 | ||||
Commitment fee on the unused portion of the revolving credit facility (as a percent) | 0.375% | ||||
Revolving credit facility | Federal Funds Effective Rate | |||||
Long-term debt | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
Revolving credit facility | One-month Secured Overnight Financing Rate | |||||
Long-term debt | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Revolving credit facility | Minimum | |||||
Long-term debt | |||||
Debt instrument secured indebtedness to EBITDA ratio | 0 | ||||
Revolving credit facility | Minimum | SOFR Loan | |||||
Long-term debt | |||||
Debt instrument, basis spread on variable rate | 2% | ||||
Revolving credit facility | Minimum | Base Rate | |||||
Long-term debt | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Revolving credit facility | Maximum | |||||
Long-term debt | |||||
Debt instrument secured indebtedness to EBITDA ratio | 3 | ||||
Revolving credit facility | Maximum | SOFR Loan | |||||
Long-term debt | |||||
Debt instrument, basis spread on variable rate | 2.75% | ||||
Revolving credit facility | Maximum | Base Rate | |||||
Long-term debt | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Senior Notes 2027, aggregate principal | |||||
Long-term debt | |||||
Effective interest rate (as a percent) | 6.875% | ||||
Senior Notes 2026, aggregate principal | |||||
Long-term debt | |||||
Effective interest rate (as a percent) | 6.875% |
Debt Obligations - Redemption P
Debt Obligations - Redemption Prices In Percentage (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Senior Notes 2027, aggregate principal | 2023 | |
Long-term debt | |
Redemption price (as a percent) | 103.438% |
Senior Notes 2027, aggregate principal | 2024 | |
Long-term debt | |
Redemption price (as a percent) | 101.719% |
Senior Notes 2027, aggregate principal | 2025 and thereafter | |
Long-term debt | |
Redemption price (as a percent) | 100% |
Senior Notes 2027, aggregate principal | Redemption, Period, Change of Control Followed by Rating Decline | |
Long-term debt | |
Redemption price (as a percent) | 101% |
Senior Notes 2026, aggregate principal | 2023 | |
Long-term debt | |
Redemption price (as a percent) | 101.719% |
Senior Notes 2026, aggregate principal | 2024 and thereafter | |
Long-term debt | |
Redemption price (as a percent) | 100% |
Senior Notes 2026, aggregate principal | Redemption, Period, Change of Control Followed by Rating Decline | |
Long-term debt | |
Redemption price (as a percent) | 101% |
Debt Obligations - Future Matur
Debt Obligations - Future Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revolving credit facility | |
Maturities of long term debt | |
2024 | $ 0 |
2025 | 0 |
2026 | 1,596,813 |
2027 | 750,000 |
2028 | $ 0 |
Effective interest rate (as a percent) | 7.98% |
Senior Notes 2026, aggregate principal | |
Maturities of long term debt | |
Effective interest rate (as a percent) | 6.875% |
Preferred Units - Narrative (De
Preferred Units - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||||||||||||||||
Jan. 12, 2024 $ / shares shares | Jan. 11, 2024 $ / shares | Nov. 03, 2023 $ / shares | Aug. 04, 2023 $ / shares | May 05, 2023 $ / shares | Apr. 02, 2023 $ / shares | Feb. 03, 2023 $ / shares | Nov. 04, 2022 $ / shares | Aug. 05, 2022 $ / shares | May 06, 2022 $ / shares | Feb. 04, 2022 $ / shares | Nov. 05, 2021 $ / shares | Aug. 06, 2021 $ / shares | May 07, 2021 $ / shares | Feb. 05, 2021 $ / shares | Apr. 02, 2018 USD ($) tranche $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | Oct. 27, 2023 $ / shares shares | Apr. 27, 2022 $ / shares shares | Nov. 13, 2018 shares | |
Preferred Units [Line Items] | ||||||||||||||||||||||
Number of tranches of warrants | tranche | 2 | |||||||||||||||||||||
Number of shares that can be purchased on the warrant | shares | 10,000,000 | 5,000,000 | ||||||||||||||||||||
Warrant strike price | $ 19.59 | $ 17.03 | ||||||||||||||||||||
Preferred units, outstanding (in shares) | shares | 500,000 | 500,000 | ||||||||||||||||||||
Preferred units, issued (in shares) | shares | 500,000 | 500,000 | ||||||||||||||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 97.50 | $ 97.50 | $ 97.50 | |||||||
Preferred unit, percent of amount eligible for conversion | 100% | |||||||||||||||||||||
Convertible preferred units, number of common units issued upon conversion (in shares) | shares | 24,985,633 | |||||||||||||||||||||
Tranche 1 | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Number of shares that can be purchased on the warrant | shares | 10,000,000 | |||||||||||||||||||||
Warrant strike price | $ 19.59 | |||||||||||||||||||||
Tranche 2 | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Number of shares that can be purchased on the warrant | shares | 5,000,000 | |||||||||||||||||||||
Warrant strike price | $ 17.03 | |||||||||||||||||||||
Series A Preferred Units | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
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, electable to be paid in common units (as a percent) | 50% | |||||||||||||||||||||
Series A Preferred Units | Quarterly | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Distribution per unit (in dollars per share) | $ 24.375 | |||||||||||||||||||||
Series A Preferred Units | EIG | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Proceeds from private placement sale | $ | $ 500 | |||||||||||||||||||||
Units issued | shares | 500,000 | |||||||||||||||||||||
Face value (in dollars per unit) | $ 1,000 | |||||||||||||||||||||
Common units | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Common units that are potentially issuable | shares | 41,202,553 | |||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 24.375 | |||||||||||||||||||||
Subsequent Event | Common units | Limited partner | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Number of common units issued from conversion of preferred units (in shares) | shares | 1,998,850 | |||||||||||||||||||||
Subsequent Event | Common units | Limited partner | Cash Distributions | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Cash distribution announced per unit (in dollars per share) | $ 0.525 | |||||||||||||||||||||
Subsequent Event | Preferred Units | Limited partner | ||||||||||||||||||||||
Preferred Units [Line Items] | ||||||||||||||||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 24.375 | |||||||||||||||||||||
Number of preferred unit converted (in shares) | shares | 40,000 |
Preferred Units - Schedule of D
Preferred Units - Schedule of Dividends Declared (Details) - $ / shares | 12 Months Ended | ||||||||||||||
Nov. 03, 2023 | Aug. 04, 2023 | May 05, 2023 | Feb. 03, 2023 | Nov. 04, 2022 | Aug. 05, 2022 | May 06, 2022 | Feb. 04, 2022 | Nov. 05, 2021 | Aug. 06, 2021 | May 07, 2021 | Feb. 05, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||||||||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 24.375 | $ 97.50 | $ 97.50 | $ 97.50 |
Preferred Units - Changes in th
Preferred Units - Changes in the Preferred Units balance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Auction Market Preferred Securities, Shares Outstanding [Roll Forward] | |||
Balance at the beginning of the period | $ 477,309 | ||
Balance at the end of the period | 476,334 | $ 477,309 | |
Series A Preferred Units | |||
Movement in Auction Market Preferred Securities, Shares Outstanding [Roll Forward] | |||
Balance at the beginning of the period | 477,309 | 477,309 | $ 477,309 |
Net income allocated to Preferred Units | 47,775 | 48,750 | 48,750 |
Less: distributions on Preferred Units | (48,750) | (48,750) | (48,750) |
Balance at the end of the period | $ 476,334 | $ 477,309 | $ 477,309 |
Partners' Deficit - Change in c
Partners' Deficit - Change in common units outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Partners' Capital | |||
Number of common units issued under DRIP | 87,808 | 124,255 | 118,399 |
Exercise and conversion of warrants into common units | 2,360,488 | 534,308 | |
Limited partner | Common units | |||
Increase (Decrease) in Partners' Capital | |||
Partners' capital account, beginning balance | 98,227,656 | 97,344,707 | 96,962,323 |
Vesting of phantom units | 310,059 | 224,386 | 263,985 |
Number of common units issued under DRIP | 87,808 | 124,255 | 118,399 |
Partners' capital account, ending balance | 100,986,011 | 98,227,656 | 97,344,707 |
Partners' Deficit - Narrative (
Partners' Deficit - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Jan. 12, 2024 | Oct. 27, 2023 | Apr. 27, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 05, 2020 | |
Partners' Capital | ||||||||
Non-cash distributions | $ 1,860 | $ 2,132 | $ 1,775 | |||||
Number of common units issued under DRIP | 87,808 | 124,255 | 118,399 | |||||
Maximum number of unities under distribution reinvestment (up to) | 5,000,000 | |||||||
Number of shares that can be purchased on the warrant | 10,000,000 | 5,000,000 | ||||||
Warrant strike price | $ 19.59 | $ 17.03 | ||||||
Common units issued from exercise of warrants | 2,360,488 | 534,308 | ||||||
Warrants | ||||||||
Partners' Capital | ||||||||
Units included in computation of earnings per unit | 873,000 | |||||||
Units or warrants excluded from computation of earnings per unit | 42,000 | 0 | ||||||
Phantom units | ||||||||
Partners' Capital | ||||||||
Units included in computation of earnings per unit | 1,167,000 | |||||||
Units or warrants excluded from computation of earnings per unit | 980,000 | 829,000 | ||||||
Cash Distributions | ||||||||
Partners' Capital | ||||||||
Non-cash distributions | $ 1,900 | $ 2,100 | $ 1,800 | |||||
Common units | Energy Transfer | ||||||||
Partners' Capital | ||||||||
Partners' capital (in units) | 46,056,228 | |||||||
Limited partner | Common units | ||||||||
Partners' Capital | ||||||||
Partners' capital (in units) | 100,986,011 | 98,227,656 | 97,344,707 | 96,962,323 | ||||
Number of common units issued under DRIP | 87,808 | 124,255 | 118,399 | |||||
Limited partner | Common units | Cash Distributions | Subsequent Event | ||||||||
Partners' Capital | ||||||||
Cash distribution announced per unit (in dollars per share) | $ 0.525 | |||||||
General partner | Common units | Energy Transfer | ||||||||
Partners' Capital | ||||||||
Partners' capital (in units) | 8,000,000 |
Partners' Deficit - Cash Distri
Partners' Deficit - Cash Distributions (Details) - Cash Distributions - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||||||||||
Nov. 03, 2023 | Aug. 04, 2023 | May 05, 2023 | Feb. 03, 2023 | Nov. 04, 2022 | Aug. 05, 2022 | May 06, 2022 | Feb. 04, 2022 | Nov. 05, 2021 | Aug. 06, 2021 | May 07, 2021 | Feb. 05, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Distributions | |||||||||||||||
Total Distribution | $ 52.7 | $ 52.8 | $ 52.7 | $ 52.7 | $ 52.5 | $ 52.5 | $ 52.3 | $ 52.3 | $ 52 | $ 52.1 | $ 52 | $ 52 | $ 210.9 | $ 209.6 | $ 208.1 |
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 | $ 0.525 | $ 0.525 | $ 0.525 | $ 0.525 | $ 0.525 | $ 0.525 | $ 2.10 | $ 2.10 | $ 2.10 |
Phantom Unitholders | |||||||||||||||
Cash Distributions | |||||||||||||||
Total Distribution | $ 1.1 | $ 1.2 | $ 1.1 | $ 1.1 | $ 1 | $ 1.1 | $ 1.2 | $ 1.2 | $ 1 | $ 1.1 | $ 1.1 | $ 1.1 | $ 4.5 | $ 4.5 | $ 4.3 |
Limited partner | Common units | |||||||||||||||
Cash Distributions | |||||||||||||||
Total Distribution | $ 51.6 | $ 51.6 | $ 51.6 | $ 51.6 | $ 51.5 | $ 51.4 | $ 51.1 | $ 51.1 | $ 51 | $ 51 | $ 50.9 | $ 50.9 | $ 206.4 | $ 205.1 | $ 203.8 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 846,178 | $ 704,598 | $ 632,645 |
Services provided over time: | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 823,661 | 688,857 | 621,449 |
Recurring term contracts: Primary Term | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 643,284 | 489,091 | 419,307 |
Recurring term contracts: Month-to-month | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 180,377 | 199,766 | 202,142 |
Services provided or goods transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 22,517 | 15,741 | 11,196 |
Contract operations revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 823,661 | 688,857 | 621,449 |
Retail parts and services revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 22,517 | $ 15,741 | $ 11,196 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Contract operations revenue | |
Revenue from External Customer [Line Items] | |
Services generally billed in number of months in advance of service commencement | 1 month |
Payment due after receipt of invoice, period | 30 days |
Contract operations revenue | Minimum | |
Revenue from External Customer [Line Items] | |
Typical initial contract terms | 6 months |
Contract operations revenue | Maximum | |
Revenue from External Customer [Line Items] | |
Typical initial contract terms | 5 years |
Retail parts and services revenue | |
Revenue from External Customer [Line Items] | |
Payment due after receipt of invoice, period | 30 days |
Revenue Recognition - Component
Revenue Recognition - Components of deferred revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, current | $ 62,589 | $ 62,345 |
Deferred revenue, noncurrent | 6,000 | 2,789 |
Deferred revenue | 68,589 | $ 65,134 |
Revenue recognized | $ 61,400 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,026,593 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 552,753 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 248,288 |
Revenue, 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] | |
Revenue, remaining performance obligation, amount | $ 128,972 |
Revenue, 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] | |
Revenue, remaining performance obligation, amount | $ 71,823 |
Revenue, 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] | |
Revenue, remaining performance obligation, amount | $ 24,757 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Transactions with Related Par_3
Transactions with Related Parties - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) member | Dec. 31, 2022 USD ($) | |
Limited partner | USA Compression Partners, LP | Energy Transfer | ||
Transactions with Related Parties | ||
Ownership interest (as a percent) | 46% | |
General partner | USA Compression GP, LLC | Energy Transfer | ||
Transactions with Related Parties | ||
Ownership interest (as a percent) | 100% | |
Entities affiliated with Energy Transfer | ||
Transactions with Related Parties | ||
Accounts receivable from related party | $ | $ 0 | $ 52 |
EIG Management Company, LLC | ||
Transactions with Related Parties | ||
Right to designate number of members of the Board | member | 1 | |
Outstanding common units held by preferred units for right to designate a member of the Board (as a percent) | 5% |
Transactions with Related Par_4
Transactions with Related Parties - Revenues from related party (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Transactions with Related Parties | |||
Total revenues | $ 846,178 | $ 704,598 | $ 632,645 |
Entities affiliated with Energy Transfer | |||
Transactions with Related Parties | |||
Total revenues | $ 21,726 | $ 15,655 | $ 11,967 |
Unit-based Compensation (Detail
Unit-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 01, 2018 | |
Unit-based Compensation | ||||
Cash paid related to net settlement of unit-based awards | $ 6,446 | $ 2,961 | $ 3,174 | |
Phantom units | ||||
Unit-based Compensation | ||||
Total fair value and intrinsic value of the phantom units vested | 7,300 | 4,100 | 4,000 | |
LTIP | ||||
Unit-based Compensation | ||||
Number of common units that may be delivered pursuant to awards under the plan | 10,000,000 | |||
Cash paid related to net settlement of unit-based awards | $ 6,400 | $ 3,000 | $ 3,200 | |
LTIP | Phantom units | ||||
Unit-based Compensation | ||||
Granted (in units) | 476,959 | 603,365 | 638,903 | |
Vested (in units) | 585,055 | 386,916 | 475,831 | |
Compensation expense | $ 22,200 | $ 15,900 | $ 15,500 | |
Unit-based compensation liability | 21,900 | $ 17,700 | ||
Unrecognized compensation cost associated with phantom unit awards | $ 21,600 | |||
Weighted-average period over which the unrecognized compensation cost is expected to be recognized | 2 years 8 months 12 days | |||
LTIP | Phantom units | Vesting at the end of the third year of service | ||||
Unit-based Compensation | ||||
Percentage of outstanding unvested phantom units that vested upon change in control | 60% | |||
Percentage of awards vesting | 60% | |||
LTIP | Phantom units | Vesting at the end of the fifth year of service | ||||
Unit-based Compensation | ||||
Percentage of outstanding unvested phantom units that vested upon change in control | 40% | |||
Percentage of awards vesting | 40% |
Unit-based Compensation - Summa
Unit-based Compensation - Summary of information regarding phantom unit awards (Details) - Phantom units - LTIP - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Units | |||
Outstanding, beginning of period (in units) | 2,154,015 | 2,229,768 | 2,137,957 |
Granted (in units) | 476,959 | 603,365 | 638,903 |
Vested (in units) | (585,055) | (386,916) | (475,831) |
Forfeited (in units) | (122,887) | (292,202) | (71,261) |
Outstanding, end of period (in units) | 1,923,032 | 2,154,015 | 2,229,768 |
Weighted-Average Grant Date Fair Value per Unit | |||
Outstanding, beginning of period (in dollars per unit) | $ 14.21 | $ 13.57 | $ 14.88 |
Granted (in dollars per unit) | 23.13 | 18.31 | 14.92 |
Vested (in dollars per unit) | 13.29 | 15.89 | 15.13 |
Forfeited (in dollars per unit) | 17.50 | 14.10 | 14.50 |
Outstanding, end of period (in dollars per unit) | $ 17.08 | $ 14.21 | $ 13.57 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - 401(k) Plan - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Benefit Plans | |||
Maximum annual employee contribution, as a percentage | 20% | ||
Maximum annual employee contribution | $ 22,500 | ||
Aggregate discretionary employer matching contributions | $ 3,800,000 | $ 3,200,000 | $ 3,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other commitments | ||
Purchase obligation | $ 53.4 | |
Oklahoma Tax Commission | Minimum | ||
Other commitments | ||
Income tax examination, estimate of possible loss | 0 | |
Oklahoma Tax Commission | Maximum | ||
Other commitments | ||
Income tax examination, estimate of possible loss | 25.8 | |
Internal Revenue Service (IRS) | Minimum | ||
Other commitments | ||
Income tax examination, estimate of possible loss | 0 | |
Internal Revenue Service (IRS) | Maximum | ||
Other commitments | ||
Income tax examination, estimate of possible loss | $ 26.4 | |
One Customer | Revenue | Customer Concentration Risk | ||
Other commitments | ||
Concentration risk, percentage | 11% | |
One Customer | Trade Accounts Receivable | Customer Concentration Risk | ||
Other commitments | ||
Concentration risk, percentage | 17% | 13% |