USAC 8-K/A
USA Compression Partners, LP (USAC)
8-K/A
2026-03-30
For: 2026-01-12
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 12, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (214) 545-0440
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously announced, on January 12, 2026 (the “Closing Date”), USA Compression Partners, LLC (the “Buyer”), a wholly owned subsidiary of USA Compression Partners, LP (the “Partnership”), completed the previously announced acquisition (the “Acquisition”) of all of the issued and outstanding capital stock of J-W Energy Company (“J-W Energy”) from Westerman Ltd. (the “Seller”) pursuant to the stock purchase agreement, dated as of November 29, 2025, among the Partnership, the Buyer, the Seller, J-W Energy and J-W Power Company (“J-W Power”). Upon the consummation of the Acquisition, J-W Energy and J-W Power became wholly owned subsidiaries of the Partnership.
On January 14, 2026, the Partnership filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission to report, among other things, the completion of the Acquisition. In the Original Form 8-K, the Partnership disclosed that it would file the historical financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, by amendment as permitted by such Items. This Amendment No. 1 to the Original Form 8-K (this “Amendment”) amends and supplements Item 9.01 of the Original Form 8-K solely to provide such historical financial statements and pro forma financial information. The pro forma financial information included as Exhibit 99.2 to this Amendment No. 1 has been presented for illustrative purposes only as required by Form 8-K, and is not intended to, and does not purport to, represent what the Partnership’s actual results or financial condition would have been if the Acquisition had occurred on the relevant date, and is not intended to project the future results or the financial condition that the Partnership may achieve following the Acquisition. Except as set forth herein, no modifications have been made to the information contained in the Original Form 8-K and the Partnership has not updated any information contained therein to reflect the events that have occurred since the date of the Original Form 8-K. Accordingly, this Amendment should be read in conjunction with the Original Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of J-W Energy for the year ended October 31, 2025, and the related notes and the related independent auditors' report thereon, are filed as Exhibit 99.1 hereto and incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial information is filed as Exhibit 99.2 hereto and is incorporated by reference herein:
•Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2025;
•Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025; and
•Notes to the Unaudited Pro Forma Combined Financial Statements.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| USA COMPRESSION PARTNERS, LP | |||||||||||
| By: | USA Compression GP, LLC, | ||||||||||
| its General Partner | |||||||||||
| Date: | March 30, 2026 | By: | /s/ Christopher W. Porter | ||||||||
| Christopher W. Porter | |||||||||||
| Senior Vice President, General Counsel and Secretary | |||||||||||
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements on Form S-3 of USA Compression Partners, LP (No. 333-228361 and No. 333-240380) and Form S-8 (No. 333-228362) of our report dated January 9, 2026, relating to the consolidated financial statements as of and for the year ended October 31, 2025 of J-W Energy Company, appearing in this Current Report on Form 8-K/A dated January 12, 2026 of USA Compression Partners, LP.
/s/ Baker Tilly US, LLP
Dallas, Texas
March 30, 2026
Table of Contents
| Page | |||||
| Report of Independent Auditors | 1 | ||||
| Consolidated Financial Statements | |||||
| Consolidated Balance Sheet | 4 | ||||
| Consolidated Statement of Operations | 5 | ||||
| Consolidated Statement of Equity | 6 | ||||
| Consolidated Statement of Cash Flows | 7 | ||||
| Notes to Consolidated Financial Statements | 8 | ||||
Report of Independent Auditors
The Board of Directors
J-W Energy Company
Report on the Audit of the Financial Statements
Opinion
We have audited the consolidated financial statements of J-W Energy Company, which comprise the balance sheet as of October 31, 2025, and the related statements of operations, equity, and cash flow for the year then ended, and the related notes to the financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of J-W Energy Company as of October 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of J-W Energy Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about J-W Energy Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
1
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with GAAS, we:
•Exercise professional judgment and maintain professional skepticism throughout the audit.
•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of J-W Energy Company’s internal control. Accordingly, no such opinion is expressed.
•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about J-W Energy Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
Dallas, Texas
January 9, 2026
2
Consolidated Financial Statements
J-W Energy Company
Consolidated Balance Sheet
(dollars in thousands)
October 31, 2025
| CURRENT ASSETS | |||||
Cash and cash equivalents | $ | 4,209 | |||
Accounts receivable – net of allowance of $775 | 36,728 | ||||
Inventories, net | 63,176 | ||||
State income taxes receivable | 1,613 | ||||
Other current assets | 3,054 | ||||
Total current assets | 108,780 | ||||
PROPERTY, PLANT, AND EQUIPMENT, net | 400,542 | ||||
| GOODWILL | 2,779 | ||||
RIGHT OF USE ASSET, net | 4,340 | ||||
TOTAL ASSETS | $ | 516,441 | |||
| CURRENT LIABILITIES | |||||
Accounts payable and accrued liabilities | $ | 33,356 | |||
Income taxes payable | — | ||||
Deferred revenue | 12,030 | ||||
Lease liability – short-term portion | 1,489 | ||||
Other current liabilities | — | ||||
Total current liabilities | 46,875 | ||||
LONG-TERM DEBT, net of debt issuance costs of $1,425 | 268,575 | ||||
DEFERRED INCOME TAXES | 73,198 | ||||
LEASE LIABILITY – long-term portion | 2,966 | ||||
Total liabilities | 391,614 | ||||
| COMMITMENTS AND CONTINGENCIES (Note 13) | |||||
| EQUITY | |||||
| Common stock, no par value; 100,000 shares authorized; 50,000 shares issued and outstanding | — | ||||
| Preferred stock; 3,000,000 shares authorized; no shares issued and outstanding | — | ||||
| Retained earnings | 124,827 | ||||
| Total equity | 124,827 | ||||
| TOTAL LIABILITIES AND EQUITY | $ | 516,441 | |||
See accompanying notes.
4
J-W Energy Company
Consolidated Statement of Operations
(dollars in thousands)
Year Ended October 31, 2025
| REVENUES | |||||
| Compression rentals | $ | 265,783 | |||
| Field equipment sales | 83,898 | ||||
| Field service fees | 12,763 | ||||
| Total revenues | 362,444 | ||||
| EXPENSES | |||||
Compression expenses | 102,390 | ||||
Cost of field equipment | 68,772 | ||||
Cost of field services | 9,909 | ||||
Selling, general, and administrative | 44,874 | ||||
Depreciation and amortization | 54,909 | ||||
Total expenses | 280,854 | ||||
OPERATING INCOME | 81,590 | ||||
OTHER EXPENSES | |||||
Interest expense | (17,921) | ||||
Other, net | 1,016 | ||||
Total other expenses | (16,905) | ||||
INCOME BEFORE INCOME TAXES | 64,685 | ||||
INCOME TAX EXPENSE | (13,522) | ||||
NET INCOME | $ | 51,163 | |||
See accompanying notes.
5
J-W Energy Company
Consolidated Statement of Equity
(dollars in thousands)
Year Ended October 31, 2025
| Common Stock | Retained Earnings | Total | |||||||||||||||
| BALANCE, October 31, 2024 | $ | — | $ | 154,164 | $ | 154,164 | |||||||||||
| Net income | — | 51,163 | 51,163 | ||||||||||||||
| Dividends | — | (80,500) | (80,500) | ||||||||||||||
| BALANCE, October 31, 2025 | $ | — | $ | 124,827 | $ | 124,827 | |||||||||||
See accompanying notes.
6
J-W Energy Company
Consolidated Statement of Cash Flows
(dollars in thousands)
Year Ended October 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income | $ | 51,163 | |||
Adjustments to reconcile net income to net cash from operating activities: | |||||
Deferred income tax expense | 5,395 | ||||
Depreciation and amortization | 54,909 | ||||
Provision for credit losses | 426 | ||||
(Gain)/loss on sale of property, plant, and equipment | (2,258) | ||||
Amortization of debt issuance costs | 715 | ||||
Change in operating assets and liabilities: | |||||
Accounts receivable | (12,199) | ||||
Inventories | 12,844 | ||||
Other assets and liabilities | (1,189) | ||||
Income taxes receivable/payable | (2,076) | ||||
Accounts payable and accrued liabilities | (3,958) | ||||
Deferred revenue | 1,897 | ||||
Net cash from operating activities | 105,669 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Purchases of property, plant, and equipment | (78,223) | ||||
Proceeds from sale of property, plant, and equipment | 3,478 | ||||
Net cash from investing activities | (74,745) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from borrowings | 115,100 | ||||
Repayments of borrowings | (61,600) | ||||
Debt issuance costs | (365) | ||||
Dividends | (80,500) | ||||
Net cash from financing activities | (27,365) | ||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 3,559 | ||||
CASH AND CASH EQUIVALENTS, beginning of year | 650 | ||||
CASH AND CASH EQUIVALENTS, end of year | $ | 4,209 | |||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES | |||||
Interest payments | $ | 17,234 | |||
Income tax payments | $ | 10,169 | |||
See accompanying notes.
7
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Note 1 – Organization and Description of Business
J-W Energy Company (the Company, we, or our) is a Texas corporation headquartered in Addison, Texas. The Company’s wholly owned subsidiary, J-W Power Company, is a natural gas compression sales, leasing, and manufacturing company.
Note 2 – Summary of Significant Accounting Policies
Basis of presentation – The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated. The amounts reported in the notes to the consolidated financial statements are rounded to the nearest thousand.
Use of estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during each reporting period.
The most significant estimates include the (i) depreciable lives and impairment assessment of the property, plant, and equipment; (ii) allowance for doubtful accounts; (iii) valuation of goodwill; (iv) assessment of uncertain income tax positions; and (v) inventory valuation allowance. Management evaluates estimates on an ongoing basis using historical experience and other methods considered reasonable under particular circumstances. Although these estimates are based on management’s best available knowledge at the time, changes in facts and circumstances or discovery of new facts or circumstances may cause actual results to differ materially from management’s estimates.
Revenue recognition – The following policies outline the method by which revenue is recognized under the Company’s primary activities:
Compression rentals – The Company generates revenue from renting compressors to our customers. Our rental contracts typically range from 1 to 60 months. Our revenue is recognized over time, with monthly payments over the term of the contract. After the terms of the contract have expired, a customer may renew their contract or continue renting on a monthly basis thereafter.
Field equipment sales and field service fees – The Company recognizes revenue when all five of the following steps are complete: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when performance obligations are satisfied. Should changes in conditions cause the Company to determine revenue recognition criteria are not met for certain transactions, revenue recognition would be delayed until such time that the transactions become realizable and fully earned. Payments received in advance of meeting the above revenue recognition criteria are recorded as “Deferred revenue” on the balance sheet. These contracts may also include an assurance warranty clause to guarantee the product is free from defects in material and workmanship for a set duration of time; this is a standard industry practice and is not considered a performance obligation.
8
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Some units may recognize revenue in accordance with a bill and hold arrangement, by which the customer accepts title and assumes risk and rewards of ownership. These units are segregated from our finished goods inventory, such that they are not available to fill other orders. At a later date, the customer will request shipment of the equipment from our manufacturing facility. Per the customer’s agreement, change of control is passed to the customer once the equipment is complete and ready for shipment. The credit terms on these agreements are consistent with the credit terms on other sales. All control is shouldered by the customer, and there are no exceptions to the customer’s commitment to accept and pay for the manufactured equipment. Revenue recognized under these arrangements amounted to $10,498 for the fiscal year ended October 31, 2025.
Accounts receivable – Accounts receivable are stated at the historical carrying amount net of an allowance for credit losses. The allowance for credit losses is estimated by considering specific customer collection issues, the aging of accounts receivable, supplementary customer data, prior loss experience, and expected future losses in relation to revenues for the period. Accounts receivable are written off only when management has exhausted all efforts to collect such receivables, including efforts of third-party collection agencies. Accounts receivable under revenue contracts was $36,728 as of October 31, 2025.
Cash and cash equivalents – We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. We maintain cash in bank deposits with major financial institutions. These accounts, at times, may exceed federally insured limits. Deposits in the United States currently are guaranteed by the Federal Deposit Insurance Corporation up to $250. We monitor the financial condition of the financial institutions and have not experienced any losses on such accounts.
Concentration of credit risk – Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable.
Virtually all of our accounts receivable are from customers in the oil and natural gas industry. Although diversified among many companies, collectability is dependent on the financial condition of each individual company as well as the general economic conditions of the industry. We review the financial condition of customers prior to extending credit and generally do not require collateral in support of our trade receivables.
Trade receivables are generally from oil and natural gas companies of varying sizes. There was one customer who accounted for 10% of accounts receivable at October 31, 2025. There were no customers who accounted for more than 10% of revenues for fiscal year ended October 31, 2025.
Fair value measurements and financial instruments – Financial instruments include cash and cash equivalents, receivables, payables, and long-term debt. The carrying value of cash and cash equivalents, receivables, and payables is considered to be representative of fair value because of their short maturity. The book value of the long-term bank debt approximates fair value because of its floating rate structure.
Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis, including property, plant, equipment, and goodwill. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.
9
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Inventories – Inventories consist primarily of parts used for fabrication or maintenance of natural gas compression equipment, compression units that are held for sale, and oilfield equipment. Inventories are stated at the lower of cost or net realizable value using the standard cost method. A reserve may be recorded against inventory balances for estimated obsolescence based on specific identification and historical experience.
Property, plant, and equipment – Property, plant, and equipment are carried at cost and depreciated over the estimated useful lives of the assets primarily using the straight-line method. Normal maintenance and repairs are charged to expense, whereas significant replacements and improvements are capitalized and depreciated over the life of the refurbished parts.
We assess impairment of natural gas compressors, and other long-lived assets using cash flow estimates, recent sales of comparable assets, current value estimates, and other qualitative factors such as idleness or lack of usage. There were no impairment charges related to natural gas compressors recognized for fiscal year ended October 31, 2025.
Goodwill – Goodwill represents the excess of the purchase price over the estimated fair value of the assets acquired net of the fair value of liabilities assumed in an acquisition. Intangible assets with indefinite lives, including goodwill, are evaluated on an annual basis for impairment or more frequently if an event occurs or circumstances change that could potentially result in impairment.
The impairment test may be performed using a quantitative or qualitative approach or combination thereof. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the traditional two-step impairment test is unnecessary. We have the option to bypass the qualitative assessment in any period and proceed directly to performing the traditional goodwill impairment test. We may resume performing the qualitative assessment in any subsequent period.
The Company assesses goodwill for impairment each October 31 using a two-step process. The first step of the goodwill impairment test requires a determination of whether the fair value is less than its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired, and no further testing is performed. The second step is performed only if the carrying value exceeds the fair value. The second step involves an analysis reflecting the allocation of fair value determined in the first step (as if it was the purchase price in a business combination). This process may result in the determination of a new amount of goodwill. If the calculated fair value of the goodwill resulting from this allocation is lower than the carrying value of the goodwill, the difference is reflected as a noncash impairment loss. The purpose of the second step is only to determine the amount of goodwill that should be recorded on the balance sheets. The recorded amounts of other items on the balance sheets are not adjusted.
The Company estimates the fair value utilizing both the income approach and the market approach. Revenue and expense forecasts used in the evaluation of goodwill were based on trends of historical performance and management’s estimate of future performance. No impairment was indicated for the year ended October 31, 2025.
10
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Income taxes and uncertain tax positions – The provision for income taxes has been determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, including net operating loss and tax credit carryforwards. The amount of deferred taxes on these temporary differences is determined using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on tax rates and laws enacted as of the balance sheet date. The Company reports income tax-related interest and penalties as a component of the provision for income taxes.
The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable income, projected future taxable income, applicable tax strategies, and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the positions will be sustained upon examination. Tax positions that meet the more-likely-than-not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Whether the more-likely- than-not recognition threshold is met for a tax position is a matter of judgment based on the individual facts and circumstances of that position evaluated in light of all available evidence. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes (see Note 8).
Debt issuance costs – Debt issuance costs are capitalized and amortized over the related term of the debt on a straight-line basis (which approximates the effective interest method) as a component of interest expense. If the debt is retired before its scheduled maturity, any remaining unamortized issuance costs associated with the debt are expensed in the same period. In 2025, the Company capitalized approximately $365 of debt issuance costs related to long-term debt, which is being amortized through August 2027. Amortization of debt issuance costs of $715 were expensed for the fiscal year ended October 31, 2025.
Lease arrangements – In the ordinary course of business, the Company enters into a variety of lease arrangements, including operating and short-term leases.
Transactions give rise to leases when the Company receives substantially all the economic benefits and has the ability to direct the use of specified property and equipment. The Company determines if an arrangement is a lease at inception. The operating lease right-of-use (ROU) assets are included within the Company’s noncurrent assets and lease liabilities are included in current or noncurrent liabilities on the Company’s balance sheets.
11
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
ROU assets represent the Company’s right to use, or control the use of, a specified asset for the lease term. Lease liabilities are the Company’s obligation to make lease payments arising from a lease and are measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term on the commencement date. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments continues to be recognized on a straight-line basis over the lease term.
Note 3 – Inventories
Inventories consisted of the following as of October 31, 2025:
Parts and supplies | $ | 45,761 | |||
Work in process | 15,518 | ||||
Finished goods | 1,897 | ||||
Total | $ | 63,176 | |||
No material write-downs were recognized for inventories that were obsolete, excessive, or carried at a price above net realizable value for the fiscal year ended October 31, 2025.
Note 4 – Incentive Plans
In 2014, the Company adopted a three-year discretionary compensation plan for key employees that awards cash bonuses to key employees based on employee performance, Company performance, and other factors. Bonus awards are paid to employees based on a vesting schedule of 33% per year starting one year after the award. The Company recognizes compensation expense as the employees vest in the award, and compensation expense recognized for the fiscal year ended October 31, 2025, was $911. Unvested awards as of October 31, 2025, were $1,913.
12
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Note 5 – Property, Plant, and Equipment
Property, plant, and equipment consisted of the following as of October 31:
| Useful Life | 2025 | ||||||||||
Natural gas compressors | 7–20 years | $ | 972,894 | ||||||||
Autos and trucks | 3–7 years | 30,885 | |||||||||
Buildings and improvements | 7–40 years | 21,391 | |||||||||
Furniture, fixtures, and equipment | 3–10 years | 19,339 | |||||||||
Leasehold improvements | Lease term | 4,334 | |||||||||
Land and other | Various | 1,530 | |||||||||
| Total property, plant, and equipment | 1,050,373 | ||||||||||
| Total accumulated depreciation and amortization | (649,831) | ||||||||||
| Property, plant, and equipment, net | $ | 400,542 | |||||||||
Note 6 – Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following as of October 31, 2025:
Trade accounts payable | $ | 14,000 | |||
Accrued liabilities | |||||
Property and sales taxes | 3,560 | ||||
Incentive compensation | 10,633 | ||||
Operating costs and selling, general, and administrative | 120 | ||||
Payroll and benefits | 2,993 | ||||
Accrued insurance and claims | 352 | ||||
| Other | 1,698 | ||||
| Total | $ | 33,356 | |||
13
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Note 7 – Long-Term Debt
Texas Capital Bank ABL Agreement – Effective August 18, 2022, J-W Power Company (“Borrower”) entered into a five-year credit agreement (TCB ABL Agreement) with a group of lenders led by Texas Capital Bank as the lead agent for an initial commitment of $250,000.
Amounts borrowed under the TCB ABL Agreement are limited to the lesser of the credit commitment amount or the Borrowing Base, as defined. Under revolver and swingline borrowings, the Borrower pays interest at a rate based on an applicable margin, plus the highest of (a) the prime rate; (b) the federal funds rate, plus 0.5%; and (c) the Bloomberg Short-Term Bank Yield Index rate (BSBY Rate), plus 1.0%. Under BSBY Rate borrowings, the Borrower pays interest based on the selected BSBY Rate, plus the applicable margin. The margin for revolver and swingline borrowings ranged between 1.25% to 2.00%, and the margin for BSBY Rate borrowings ranged between 2.25% to 3.00%. Interest payments are generally due every 30 to 90 days, and all unpaid principal and interest is due at maturity on August 18, 2027.
Effective May 3, 2024, the Borrower entered into the first amendment of the TCB ABL Agreement, which reaffirmed the borrowing base and increased the total commitment to $300,000. Additionally, effective as of the date of the first amendment, the BSBY Rate was replaced with the Secured Overnight Financing Rate (SOFR).
Effective April 16, 2025, the Borrower entered into the second amendment of the TCB ABL Agreement, which reaffirmed the borrowing base and increased the total commitment to $350,000.
The TCB ABL Agreement is secured by liens on substantially all of the Borrower’s assets and places certain limits and restrictions on the Borrower’s ability to incur additional debt, pay dividends, sell assets, or invest in foreign or non-compression related activities. The Borrower is also required to have its compression fleet appraised semi-annually and submit a Borrowing Base calculation on a monthly basis. As of October 31, 2025, the Borrowing Base was $350,000.
The Borrower is required to comply with financial covenants including a leverage ratio that is less than 4.0 to 1.0 and an interest coverage ratio less than 3.0 to 1.0.
Long-term debt and interest rates were as follows as of October 31:
2025 Rate | 2025 | ||||||||||
90-day SOFR | 7.69% | $ | — | ||||||||
30-day SOFR | 6.31% | 270,000 | |||||||||
Revolver | 8.50% | — | |||||||||
Swingline | 8.50% | — | |||||||||
| 270,000 | |||||||||||
Debt issuance costs, net | (1,425) | ||||||||||
Total | $ | 268,575 | |||||||||
Letters of credit – Commitments under standby letters of credit totaled approximately $875 at October 31, 2025.
14
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Note 8 – Income Taxes
Income tax expense consisted of the following for the fiscal year ended October 31, 2025:
| Current | |||||
| Federal | $ | 7,299 | |||
| State | 828 | ||||
| Total current | 8,127 | ||||
| Deferred | |||||
| Federal | 5,292 | ||||
| State | 103 | ||||
| Total deferred | 5,395 | ||||
| Income tax expense | $ | 13,522 | |||
Following is a reconciliation of income tax expense and benefit and the amount computed by applying the federal statutory income tax rate of 21% to income before taxes for the fiscal year ended October 31, 2025:
| Income tax expense at statutory rate | $ | 13,638 | |||
| State income taxes | 745 | ||||
| Revisions of estimates and other | 47 | ||||
| Research and development credits | (908) | ||||
| Income tax expense | $ | 13,522 | |||
Deferred income taxes generally result from recognizing income and expense at different times for financial and income tax reporting. The most significant differences for the Company relate to different depreciation methods used for financial and income tax reporting.
15
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
The components of the net deferred tax liability are as follows as of October 31, 2025:
| Deferred tax assets | |||||
| Accrued liabilities | $ | — | |||
| Research and experimental | 5,724 | ||||
| Other | 1,089 | ||||
| Total deferred tax assets | 6,813 | ||||
| Deferred tax liabilities | |||||
| Property, plant, and equipment | (74,659) | ||||
| Other | (291) | ||||
| State income taxes | (5,061) | ||||
| Total deferred tax liabilities | (80,011) | ||||
| Net deferred tax liabilities | $ | (73,198) | |||
Note 9 – Employee Profit Sharing Trust and 401(k) Plan
The Company has a defined contribution retirement plan which is a qualified 401(k) Employee Profit Sharing Plan (the Plan) subject to the Employee Retirement Income Security Act of 1974. The Plan is available to all employees on the first of the month following one month of service. All new employees are automatically enrolled when eligible at a 5% deferral rate unless they elect not to participate.
Effective January 1, 2016, the Plan elected safe harbor status whereby the Company makes discretionary matching contribution to equal 100% of each participant’s contribution up to 5% of the participant’s eligible compensation. Participants are immediately vested in their contributions, plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts, plus actual earnings thereon is based on years of service. A year of service equates to 1,000 hours or more worked in a plan year. Vesting in the Company’s contribution portion of their accounts, plus actual earnings thereon vest 50% with one year of service and are 100% vested with two years of service.
Employer matching contributions were $2,797 for the fiscal year ended October 31, 2025.
The Company may make an additional discretionary profit-sharing contribution to the Plan as determined by Company management. This discretionary contribution may not exceed the limits prescribed by the Internal Revenue Code (IRC). As of October 31, 2025, the Company did not accrue a discretionary profit- sharing contribution.
Note 10 – Related-Party Transactions
For the fiscal year ended October 31, 2025, related-party transactions include real estate lease payments of $423.
16
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Note 11 – Leases
The Company has operating leases primarily for field office spaces. The Company’s leases expire at various times, and many have certain renewal options and lease payment escalation provisions. For those contracts where renewal options are reasonably certain to be exercised, the Company recognizes renewal option periods in the determinations of ROU assets and lease liabilities.
Supplemental information related to leases was as follows as of and for the year ended October 31, 2025:
| Operating lease expense | $ | 1,908 | |||
| Cash paid for operating lease liabilities | 1,879 | ||||
| Right-of-use assets obtained in exchange for operating lease liabilities during the period | 3,453 | ||||
| Amortization of right-of-use assets | 1,671 | ||||
| Right-of-use assets balance | 4,340 | ||||
| Lease liabilities balance | 4,455 | ||||
| Weighted-average discount rate | 6.58 | % | |||
| Weighted-average remaining lease term (years) | 4.71 | ||||
As of October 31, 2025, the future lease payments under noncancelable leases by year ending October 31 were as follows:
2026 | $ | 1,729 | |||
2027 | 1,312 | ||||
2028 | 490 | ||||
2029 | 376 | ||||
| 2030 | 296 | ||||
| Thereafter | 1,004 | ||||
| Total lease payments | 5,207 | ||||
| Less imputed interest | (752) | ||||
| Total lease liabilities | $ | 4,455 | |||
Note 12 – Preferred Stock
The Company has 3,000,000 shares of preferred stocks authorized with no shares issued and outstanding as of October 31, 2025. Series A preferred stock has a par value of $0.01 and a liquidation preference of $25 per share plus any unpaid dividends. Dividends are payable at 10% per annum subject to Board of Directors approval and certain restrictions under our credit agreements. Unpaid dividends more than three quarters in arrears compound at 10% per annum. No preferred dividends remained unpaid as of October 31, 2025.
17
J-W Energy Company
Notes to Consolidated Financial Statements
(dollars in thousands)
Note 13 – Commitments and Contingencies
The Company is involved in litigation on various matters and may be subject to certain claims and contingent liabilities which arise in the normal course of business. We do not believe the outcome of pending or possible litigation, claims, or contingent liabilities will have a material effect on the consolidated financial statements.
Note 14 – Subsequent Events
On November 29, 2025, the Company entered into a stock purchase agreement to sell all of the common stock to USA Compression Partners, LLC for cash and stock consideration totaling approximately $860 million subject to customary purchase price adjustments. The closing of the transaction is subject to certain customary closing conditions. The Company anticipates the transaction will close in the month of January 2026. The purchase price is subject to customary post-closing adjustments related to working capital.
The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through January 9, 2026, the date these consolidated financial statements were available for issuance.
18
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined financial information of USA Compression Partners, LP (the “Partnership”) reflects the pro forma impact of the acquisition of J-W Energy Company (“J-W Energy”) and J-W Power (“J-W Power”), which closed on January 12, 2026 (the “J-W Power Acquisition”).
J-W Power Acquisition. On January 12, 2026, the Partnership and USA Compression Partners, LLC, a wholly owned subsidiary of the Partnership, completed the J-W Power Acquisition, pursuant to which USA Compression Partners, LLC purchased all of the issued and outstanding capital stock of J-W Energy from Westerman, Ltd. for aggregate consideration of approximately $911.6 million, subject to customary purchase price adjustments, consisting of (i) 18,175,323 Partnership common units, which had a fair value of approximately $456.6 million, and (ii) approximately $455.0 million in cash. Upon consummation of the J-W Power Acquisition, J-W Power and J-W Energy became wholly owned subsidiaries of the Partnership.
The acquisition was recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition, with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Management, with the assistance of a third-party valuation specialist, determined the fair value of assets and liabilities as of the date of the acquisition. Determining the fair value involves the use of management's judgment as well as the use of significant estimates and assumptions.
The unaudited pro forma condensed combined balance sheet assumes that the J-W Power Acquisition was consummated on December 31, 2025. The unaudited pro forma condensed combined statement of operations assumes that the J-W Power Acquisition was consummated on January 1, 2025. The unaudited pro forma condensed combined financial statements should be read in conjunction with (i) the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025 and (ii) the audited consolidated financial statements of J-W Energy for the year ended October 31, 2025, which are included as Exhibit 99.1 to this Amendment No. 1 on Form 8-K.
The Partnership and J-W Energy have different fiscal year ends (December 31 and October 31, respectively). As J-W Energy’s fiscal year end of October 31 is within one fiscal quarter of the Partnership’s fiscal year end of December 31, the pro forma condensed combined statement of operations for the year ended December 31, 2025 includes J-W Energy’s operating results for its fiscal year ended October 31, 2025, as permitted by Rule 11-02(c)(3) of Regulation S-X, and the pro forma condensed combined balance sheet reflects J-W Energy as of October 31, 2025, its most recently completed fiscal year end.
The unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786. The pro forma adjustments included herein include those adjustments that reflect the accounting for the transaction in accordance with U.S. GAAP (“transaction accounting adjustments”). Adjustments to reflect synergies and/or dis-synergies related to the respective transaction (“management adjustments”), which are elective pro forma adjustments under Release No. 33-10786, have not been reflected herein.
The unaudited pro forma combined financial statements are for illustrative purposes only and are not necessarily indicative of the financial results that would have occurred if the transaction had been consummated on the dates indicated, nor is it necessarily indicative of the financial position or results of operations in the future. The pro forma adjustments, as described in the accompanying notes, are based upon available information and certain assumptions that are believed to be reasonable as of the date of this document. The unaudited pro forma combined financial information includes certain non-recurring transaction-related adjustments, as discussed in the accompanying notes.
The unaudited pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances. The unaudited pro forma combined financial information is presented for informational purposes only, and is not intended to be a projection of future results. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma combined financial information.
USA COMPRESSION PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
December 31, 2025
(in thousands)
| USA Compression Historical as of December 31, 2025 | J-W Energy Historical as of October 31, 2025 | Reclassification Adjustments (1) | J-W Power Acquisition Transaction Accounting Adjustments | USA Compression Pro Forma for J-W Power Acquisition | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 8,564 | $ | 4,209 | $ | — | $ | — | b | $ | 12,773 | ||||||||||||||||||
| Accounts receivable, net | 80,823 | 36,728 | (998) | — | 116,553 | ||||||||||||||||||||||||
| Related-party receivables | 1,653 | — | — | — | 1,653 | ||||||||||||||||||||||||
| Inventories | 134,488 | 63,176 | 998 | 6,500 | a | 205,162 | |||||||||||||||||||||||
| Prepaid expenses and other assets | 11,047 | 4,667 | — | — | 15,714 | ||||||||||||||||||||||||
| Total current assets | 236,575 | 108,780 | — | 6,500 | 351,855 | ||||||||||||||||||||||||
| Property and equipment, net | 2,162,624 | 400,542 | — | 471,531 | a | 3,034,697 | |||||||||||||||||||||||
| Lease right-of-use assets | 13,716 | 4,340 | — | 249 | a | 18,305 | |||||||||||||||||||||||
| Identifiable intangible assets, net | 186,893 | — | — | 5,400 | a | 192,293 | |||||||||||||||||||||||
| Goodwill | — | 2,779 | — | 123,938 | a | 126,717 | |||||||||||||||||||||||
| Other assets | 20,123 | — | — | — | 20,123 | ||||||||||||||||||||||||
| Total assets | $ | 2,619,931 | $ | 516,441 | $ | — | $ | 607,618 | $ | 3,743,990 | |||||||||||||||||||
| Liabilities and Partners’ Capital (Deficit) | |||||||||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||||||||
| Accounts payable | $ | 20,122 | $ | 33,356 | $ | (17,897) | $ | — | $ | 35,581 | |||||||||||||||||||
| Related-party payables | 7,997 | — | — | — | 7,997 | ||||||||||||||||||||||||
| Accrued liabilities | 93,785 | 1,489 | 17,897 | 14,326 | c, d | 127,497 | |||||||||||||||||||||||
| Deferred revenue | 65,013 | 12,030 | — | — | 77,043 | ||||||||||||||||||||||||
| Total current liabilities | 186,917 | 46,875 | — | 14,326 | 248,118 | ||||||||||||||||||||||||
| Long-term debt, net | 2,523,970 | 268,575 | — | 164,577 | e | 2,957,122 | |||||||||||||||||||||||
| Operating lease liabilities | 10,704 | 2,966 | — | — | 13,670 | ||||||||||||||||||||||||
| Deferred tax liabilities | 5,242 | 73,198 | — | 111,871 | a | 190,311 | |||||||||||||||||||||||
| Other liabilities | 5,600 | — | — | — | 5,600 | ||||||||||||||||||||||||
| Total liabilities | 2,732,433 | 391,614 | — | 290,774 | 3,414,821 | ||||||||||||||||||||||||
| Commitments and contingencies | |||||||||||||||||||||||||||||
| Partners’capital (deficit): | |||||||||||||||||||||||||||||
| Common units | (112,502) | 124,827 | — | 316,844 | a, c | 329,169 | |||||||||||||||||||||||
| Total liabilities and partners’ capital (deficit) | $ | 2,619,931 | $ | 516,441 | $ | — | $ | 607,618 | $ | 3,743,990 | |||||||||||||||||||
(1)Represents reclassification of certain amounts to conform J-W Energy’s historical balances to USA Compression’s presentation. These reclassifications had no impact on net income or total equity.
USA COMPRESSION PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
(in thousands, except per unit amounts)
| USA Compression Historical - Year Ended December 31, 2025 | J-W Energy Historical - Year Ended October 31, 2025 | Reclassification Adjustments (1) | J-W Power Acquisition Transaction Accounting Adjustments | USA Compression Pro Forma for J-W Power Acquisition | |||||||||||||||||||||||||
| Revenues | $ | 998,099 | $ | 362,444 | $ | (2,435) | $ | — | $ | 1,358,108 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of operations, exclusive of depreciation and amortization | 328,804 | 181,071 | 1,508 | — | 511,383 | ||||||||||||||||||||||||
| Depreciation and amortization | 284,816 | 54,909 | — | 20,481 | f | 360,206 | |||||||||||||||||||||||
| Selling, general, and administrative | 66,343 | 44,874 | (2,069) | 3,423 | c | 112,571 | |||||||||||||||||||||||
| Loss (gain) on disposition of assets | 3,820 | — | (2,817) | — | 1,003 | ||||||||||||||||||||||||
| Impairment of assets | 7,811 | — | — | — | 7,811 | ||||||||||||||||||||||||
| Total costs and expenses | 691,594 | 280,854 | (3,378) | 23,904 | 992,974 | ||||||||||||||||||||||||
| Operating income | 306,505 | 81,590 | 943 | (23,904) | 365,134 | ||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||
| Interest expense, net | (187,408) | (17,921) | 137 | (7,796) | g | (212,988) | |||||||||||||||||||||||
| Loss on extinguishment of debt | (3,006) | — | — | — | (3,006) | ||||||||||||||||||||||||
| Other | 97 | 1,016 | (1,080) | — | 33 | ||||||||||||||||||||||||
| Total other expense | (190,317) | (16,905) | (943) | (7,796) | (215,961) | ||||||||||||||||||||||||
| Income before income tax expense | 116,188 | 64,685 | — | (31,700) | 149,173 | ||||||||||||||||||||||||
| Income tax expense | 4,869 | 13,522 | — | (4,738) | h | 13,653 | |||||||||||||||||||||||
| Net income | 111,319 | 51,163 | — | (26,962) | 135,520 | ||||||||||||||||||||||||
| Less: distributions on preferred units | (8,288) | — | — | — | (8,288) | ||||||||||||||||||||||||
| Net income attributable to common unitholders’ interests | $ | 103,031 | $ | 51,163 | $ | — | $ | (26,962) | $ | 127,232 | |||||||||||||||||||
| Weighted-average common units outstanding – basic | 120,756 | — | — | 18,175 | a | 138,931 | |||||||||||||||||||||||
| Weighted-average common units outstanding – diluted | 121,274 | — | — | 18,175 | 139,449 | ||||||||||||||||||||||||
| Basic net income per common unit | $ | 0.85 | $ | — | $ | — | $ | — | $ | 0.92 | |||||||||||||||||||
| Diluted net income per common unit | $ | 0.85 | $ | — | $ | — | $ | — | $ | 0.91 | |||||||||||||||||||
| Distributions declared per common unit for respective periods | $ | 2.10 | $ | — | $ | — | $ | — | $ | 2.10 | |||||||||||||||||||
(1)Represents reclassification of certain amounts to conform J-W Energy’s historical balances to USA Compression’s presentation, including a reclassification of gain on disposition of assets from revenues to other income. These reclassifications had no impact on net income or total equity.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
1.BASIS OF PRESENTATION
The unaudited pro forma condensed combined balance sheet gives effect to the J-W Power Acquisition as if it had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 give effect to the J-W Power Acquisition as if it had occurred on January 1, 2025.
These unaudited pro forma combined financial statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions described below. The unaudited pro forma combined financial statements are not necessarily indicative of what the actual results of operations or financial position of the Partnership would have been if the transactions had in fact occurred on the dates or for the periods indicated, nor does it purport to project the results of operations or financial position of the Partnership for any future periods or as of any date. The unaudited pro forma combined financial statements do not give effect to any cost savings, operating synergies, and revenue enhancements expected to result from the J-W Power Acquisition or the costs to achieve such cost savings, operating synergies, and revenue enhancements.
The unaudited pro forma combined financial statements include material estimates and assumptions related to purchase price accounting for the J-W Power Acquisition, as discussed further below.
The unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes of the Partnership and J-W Energy. The pro forma condensed combined statement of operations for the year ended December 31, 2025 includes transaction adjustments for certain non-recurring items, including the estimated transaction-related expenses included in Notes 2.a. below.
These unaudited pro forma combined financial statements are presented based on accounting principles generally accepted in the United States of America (“U.S. GAAP”). Both historical financial statements of the Partnership and J-W Energy were prepared in accordance with U.S. GAAP.
The Partnership and J-W Energy have different fiscal year ends (December 31 and October 31, respectively). As J-W Energy’s fiscal year end of October 31 is within one fiscal quarter of the Partnership’s fiscal year end of December 31, the pro forma condensed combined statement of operations for the year ended December 31, 2025 includes J-W Energy’s operating results for its fiscal year ended October 31, 2025, as permitted by Rule 11-02(c)(3) of Regulation S-X, and the pro forma condensed combined balance sheet reflects J-W Energy as of October 31, 2025, its most recently completed fiscal year end.
2.J-W POWER ACQUISITION TRANSACTION ACCOUNTING ADJUSTMENTS
a.Represents the adjustment to fair value of J-W Energy’s assets and liabilities. The J-W Power Acquisition will be accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” The Partnership will be treated as the accounting acquirer. Accordingly, J-W Energy’s tangible and identifiable intangible assets acquired and liabilities assumed will be recorded at their estimated fair values in the post-closing consolidated balance sheet, and any excess of the purchase price over the estimated fair value of net assets acquired will be classified as goodwill, which will not be amortized but will be evaluated for impairment at least annually.
These pro forma combined financial statements are based on an assumed purchase price allocation using estimates and assumptions based on information currently available to the Partnership’s management. As of the date these unaudited condensed combined pro forma financial statements were issued, management and the third-party valuation specialist continue to evaluate certain assumptions, which could result in changes to certain line items on the unaudited condensed combined pro forma balance sheet, potentially including changes to deferred tax balances and/or goodwill. Management expects to finalize the allocation of the purchase price in conjunction with its upcoming interim reporting, prior to year-end. The final allocation of the purchase price could differ materially from the estimates used herein due to several reasons, including, but not limited to, (i) changes in the fair value of the underlying assets and liabilities and (ii) changes in the information available to the Partnership’s management.
The following is a preliminary estimate of the purchase price for J-W Energy (in thousands):
| J-W Power Acquisition consideration | |||||
| Number of USA Compression units assumed to be issued | 18,175,323 | ||||
| Assumed fair value per USA Compression unit as of January 12, 2026 | $ | 25.12 | |||
| Fair value of USA Compression units issued in exchange | $ | 456,564 | |||
| Cash consideration paid upon closing | $ | 444,127 | |||
Unpaid cash consideration at closing (d) | 10,902 | ||||
| Total cash consideration | $ | 455,029 | |||
| Fair value of J-W Power Acquisition consideration | $ | 911,593 | |||
The following is the estimated allocation of the J-W Power Acquisition purchase price as of December 31, 2025. The purchase price allocation below was used to calculate the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet; however, certain amounts reflected below (such as current asset and current liability balances) are different from those reflected in the unaudited pro forma condensed combined balance sheet because J-W Energy’s historical financial statements reflected herein are presented as October 31, 2025.
| Assets acquired: | |||||
| Cash and cash equivalents | $ | 1,701 | |||
| Accounts receivable, net | 42,666 | ||||
| Inventories | 79,951 | ||||
| Prepaid expenses and other assets | 3,132 | ||||
| Property and equipment, net | 868,671 | ||||
| Lease right-of-use assets | 4,589 | ||||
| Identifiable intangible assets, net | 5,400 | ||||
| Other long-term assets | 1,296 | ||||
| Total assets acquired | 1,007,406 | ||||
| Liabilities assumed: | |||||
| Accounts payable | 12,166 | ||||
| Accrued liabilities | 8,448 | ||||
| Deferred revenue | 13,881 | ||||
| Operating lease liabilities | 2,966 | ||||
| Deferred tax liabilities | 185,069 | ||||
| Total liabilities assumed | 222,530 | ||||
| Total identifiable net assets | 784,876 | ||||
| Goodwill | 126,717 | ||||
| Fair value of J-W Power Acquisition consideration | $ | 911,593 | |||
b.Includes (i) $444.1 million of revolving credit facility borrowings by USA Compression in January 2026 in advance of the acquisition and (ii) $444.1 million of cash consideration paid upon closing.
c.Includes $3.4 million of non-recurring transaction-related expenses, including legal, advisory, and other professional fees.
d.Includes $10.9 million compensation expense related to the vesting and payment of J-W Energy stock compensation awards, which amount was attributable to the seller and is therefore reflected as an adjustment to the purchase consideration, but is not reflected as an expense in the unaudited pro forma condensed combined statement of operations.
e.Includes (i) $444.1 million of revolving credit facility borrowings by USA Compression in January 2026 in advance of the acquisition and (ii) the reversal of $279.6 million of J-W Energy’s outstanding debt that was repaid by the seller at closing.
f.Represents incremental depreciation and amortization expense of $20.5 million for the year ended December 31, 2025 based on the pro forma fair value adjustments derived from the purchase price allocation in note (a) above.
g.Represents incremental interest expense of $25.7 million for the year ended December 31, 2025 related to amounts financed in connection with the acquisition, including the full-period impact from $444.1 million of revolving credit facility borrowings in January 2026, as discussed in note (d) above, partially offset by the reversal of J-W Energy’s interest expense of $17.9 million for the year ended October 31, 2025 related to its outstanding debt that was repaid by the seller at the closing.
h.Includes $4.7 million of income tax benefit for the year ended December 31, 2025 related to estimated fair values of the acquired assets, based on the amounts included in note (a) above.