View Filing Data

Document and Entity Information - shares	9 Months Ended
Sep. 30, 2013	Nov. 04, 2013
Entity Registrant Name	USA Compression Partners, LP
Entity Central Index Key	0001522727
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Common units
Entity Common Stock, Shares Outstanding		23,078,673
Subordinated units
Entity Common Stock, Shares Outstanding		14,048,588

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 7	$ 7
Accounts receivable:
Trade	14,030	8,618
Other	193	137
Inventory	7,349	4,215
Prepaid expenses	1,584	1,800
Total current assets	23,163	14,777
Property and equipment, net	815,299	610,130
Identifiable intangible asset-customer relationships	72,072	67,200
Identifiable intangible asset-trade names	13,884	14,352
Identifiable intangible asset-non-compete	881
Goodwill	207,763	157,075
Other assets	3,913	9,111
Total assets	1,136,975	872,645
Current liabilities:
Accounts payable	10,325	10,651
Accrued liabilities	16,250	5,590
Deferred revenue	11,675	10,612
Total current liabilities	38,250	26,853
Long-term debt	390,306	502,266
Other liabilities	169
Partners' capital:
Total partners' capital	708,250	343,526
Total liabilities and partners' capital	1,136,975	872,645
Limited partner
Partners' capital:
Total partners' capital		341,130
Limited partner \| Common units
Partners' capital:
Total partners' capital	443,344
Limited partner \| Subordinated units
Partners' capital:
Total partners' capital	250,316
General partner
Partners' capital:
Total partners' capital		$ 2,396
General partner \| General partner units
Partners' capital:
Total partners' capital	$ 14,590

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 18, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues:
Contract operations		$ 37,925	$ 30,379	$ 102,964	$ 85,286
Parts and service		437	642	1,311	1,730
Total revenues		38,362	31,021	104,275	87,016
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization		11,922	9,784	32,473	27,928
Selling, general, and administrative		8,313	4,509	18,756	12,927
Depreciation and amortization		13,377	10,929	37,227	30,590
Loss (Gain) on sale of assets		(52)	53	53	257
Total costs and expenses		33,560	25,275	88,509	71,702
Operating income		4,802	5,746	15,766	15,314
Other income (expense):
Interest expense		(3,029)	(4,389)	(8,963)	(11,637)
Other		2	8	7	23
Total other expense		(3,027)	(4,381)	(8,956)	(11,614)
Net income before income tax expense		1,775	1,365	6,810	3,700
Income tax expense		63	48	176	144
Net income	$ 535	1,712	1,317	6,634	3,556
Earnings allocated to general partner	5	$ 34	13	$ 122	36
Limited partners' interest in net income:
Earnings available for limited partners	$ 530		$ 1,304		$ 3,520
Net income per unit:
Distributions declared and paid per limited partner unit in respective periods (in dollars per unit)		$ 0.44		$ 0.79
Common units
Limited partners' interest in net income:
Earnings available for limited partners		$ 941		$ 3,196
Weighted average units outstanding:
Basic (in units)		17,947		16,143
Diluted (in units)		17,989		16,174
Net income per unit:
Basic (in dollars per unit)		0.05		0.20
Diluted (in dollars per unit)		0.05		0.20
Subordinated units
Limited partners' interest in net income:
Earnings available for limited partners		$ 737		$ 2,781
Weighted average units outstanding:
Basic and diluted (in units)		14,049		14,049
Net income per unit:
Basic and diluted (in dollars per unit)		0.05		0.20

Condensed Consolidated Statement of Changes in Partners' Capital - 9 months ended Sep. 30, 2013 - USD ($) $ in Thousands	Total	Common Units	Subordinated Units	General Partner	General Partner General Partner Units	Limited Partners	Limited Partners Common Units	Limited Partners Subordinated Units
Partners' capital at Dec. 31, 2012	$ 343,526			$ 2,396		$ 341,130
Increase (Decrease) in Partners' Capital
Conversion of partners' capital to common and subordinated limited partner equity of the Partnership and the general partner's interest				$ (2,401)	$ 10,930	$ (341,660)	$ 74,526	$ 258,605
Conversion of Partners' capital for common and subordinated units, Incentive Distribution Rights, and General Partner interest (in units)		4,048,588	14,048,588		594,000		4,049,000	14,049,000
Issuance of common units in initial public offering	180,555						$ 180,555
Issuance of common units in initial public offering (in units)							11,000,000
Vesting of phantom units (in units)							3,000
General partner contribution	4,009				$ 4,009
General partner contribution (in units)					164,000
Cash distributions and DERs	(23,695)				$ (471)		$ (12,154)	$ (11,070)
Proceeds from issuance of common units	14,397						$ 14,397
Proceeds from issuance of common units (in units)							602,000
Unit-based compensation	905						$ 905
Acquisition of S&R compression assets	181,919						$ 181,919
Acquisition of S&R compression assets (in units)							7,425,000
Net income	6,634
Partners' capital at Sep. 30, 2013	$ 708,250				$ 14,590		$ 443,344	$ 250,316
Partners' capital (in units) at Sep. 30, 2013					758,000		23,079,000	14,049,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:
Net income	$ 6,634	$ 3,556
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	37,227	30,590
Amortization of debt issue costs and other	1,396	1,379
Unit-based compensation expense	905
Net loss on sale of assets	53	257
Net gain on change in fair value of interest rate swap		(2,099)
Changes in assets and liabilities:
Accounts receivable and advances to employees	(5,468)	(1,650)
Inventory	(3,133)	(950)
Prepaids	216	864
Other noncurrent assets	3,838	(806)
Accounts payable	(11,564)	(6,145)
Accrued liabilities and deferred revenue	11,574	5,379
Net cash provided by operating activities	41,678	30,375
Cash flows from investing activities:
Capital expenditures	(108,906)	(148,473)
Proceeds from sale of property and equipment	123	1,353
Acquisitions, net of cash	3,667
Net cash used in investing activities	(105,116)	(147,120)
Cash flows from financing activities:
Proceeds from short-term and long-term debt	177,888	206,880
Payments on short-term and long-term debt	(289,848)	(88,549)
Net proceeds from issuance of common units	180,555
Cash distributions	(9,129)
General partner contribution	4,009
Financing Costs	(37)	(1,582)
Net cash provided by financing activities	63,438	116,749
Increase in cash and cash equivalents		4
Cash and cash equivalents, beginning of period	7	3
Cash and cash equivalents, end of period	7	7
Supplemental cash flow information:
Cash paid for interest	7,982	12,242
Cash paid for taxes	$ 196	$ 155

Organization and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2013

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

(1) Organization and Summary of Significant Accounting Policies

(a) Organization

USA Compression Partners, LP (the “Partnership”) is a publicly traded Delaware limited partnership formed to own and operate the business conducted by its subsidiaries. The common units representing limited partner interests in the Partnership (“Common Units”) are listed on the New York Stock Exchange (“NYSE”) under the symbol “USAC.” USA Compression GP, LLC, the general partner of the Partnership (“General Partner”), is owned by USA Compression Holdings, LLC (“USA Compression Holdings”). Unless the context requires otherwise, references to “we,” “us,” “our,” or “the Partnership” are intended to mean the business and operations of USA Compression Partners, LP and its consolidated subsidiaries and references to the “General Partner” refer to the General Partner and its consolidated subsidiaries. On January 18, 2013, the Partnership completed its initial public offering (“IPO”) pursuant to a Registration Statement on Form S-1, as amended (Reg. No. 333-174803), that was declared effective on January 14, 2013 (the “Registration Statement”). Under the Registration Statement, the Partnership sold 11,000,000 Common Units at a price to the public of $18.00 per Common Unit, which generated net proceeds to the Partnership of $180,555,381 after deducting underwriting discounts and commissions of $12,127,500, structuring fees of $742,500 and offering expenses of $4,574,619, including $139,180 of expenses related to the effective registration statement with the Securities and Exchange Commission (“SEC”) that registered the issuance of up to 4,150,000 of the Partnership’s Common Units in connection with a distribution reinvestment plan (“DRIP”) . Upon closing of the IPO, USA Compression Holdings received consideration of a 2% general partner interest, 14,048,588 subordinated units representing limited partner interests in the Partnership (“Subordinated Units”), 4,048,588 Common Units of the Partnership, and all of the Incentive Distribution Rights (“IDRs”) for its prior equity interest.

On August 30, 2013, the Partnership completed the acquisition of assets and certain liabilities related to the business of providing compression services to third parties engaged in the exploration, production, gathering, processing, transportation or distribution of oil and gas (the “S&R Acquisition”) in exchange for 7,425,261 Common Units, which were valued at $181.9 million at the time of issuance. The S&R Acquisition was consummated pursuant to the Contribution Agreement dated August 12, 2013 (the “Contribution Agreement”) with S&R Compression, LLC, (“S&R”) and Argonaut Private Equity, L.L.C. (“Argonaut”). The S&R Acquisition had an effective date of June 30, 2013. The issuance of Common Units in the S&R Acquisition was not registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and, at the time of issuance, were restricted securities under the federal securities laws.

The Partnership, together with its wholly-owned subsidiaries USA Compression Partners, LLC (“Operating Subsidiary”) and Operating Subsidiary’s wholly-owned subsidiary USAC Leasing LLC (“Leasing Subsidiary”) and USAC OpCo 2, LLC (“OPCO 2”) and OPCO 2’s wholly-owned subsidiary USAC Leasing 2, LLC (“Leasing 2” and together with Operating Subsidiary, Leasing Subsidiary and OPCO 2, the “Operating Subsidiaries”), primarily provides natural gas compression services under term contracts with customers in the oil and gas industry, using natural gas compressor packages that it designs, engineers, owns, operates and maintains. The consolidated financial statements as of September 30, 2013 and 2012 include the accounts of the Partnership and the Operating Subsidiaries and all intercompany balances and transactions have been eliminated in consolidation.

Our ownership is as follows:

	September 30, 2013
	USA Compression Holdings		Argonaut and affiliates		Public		Total
General partner interest	2.0	%	—		—		2.0	%
Limited partner interest:
Common unitholders	12.3	%	19.6	%	29.0	%	60.9	%
Subordinated unitholders	37.1	%	—		—		37.1	%
Total	51.4	%	19.6	%	29.0	%	100.0	%

Partnership net income (loss) is allocated to the partners in proportion to their respective interest in the Partnership.

(b) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2012. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position as of September 30, 2013 and December 31, 2012, and the results of operations, changes in partners’ capital and changes in cash flows for the three months and nine months ended September 30, 2013 and 2012, in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Therefore, these consolidated financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements for the year ended December 31, 2012 contained in our Annual Report on Form 10-K filed on March 28, 2013. As the closing of the Partnership’s IPO occurred on January 18, 2013, the earnings and earnings per unit for the nine months ended September 30, 2013 have been pro-rated to reflect earnings on a pre-IPO and post-IPO basis.

(c) Use of Estimates

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

(d) Intangible Assets

As of September 30, 2013, intangible assets, net consisted of the following (in thousands):

	Customer Relationships			Trade Names			Non-compete			Total
Balance at December 31, 2012	$	67,200		$	14,352		$	—		$	81,552
Additions — S&R Acquisition	6,700			—			900			7,600
Amortization	(1,828		)	(468		)	(19		)	(2,315		)
Balance at September 30, 2013	$	72,072		$	13,884		$	881		$	86,837

Intangible assets are amortized on a straight line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. As of September 30, 2013, the amortization periods of identifiable intangible asset - customer relationships and identifiable intangible asset - trade names vary between 20 and 30 years and the amortization period of identifiable intangible asset - non-compete is 4 years.

The expected amortization of the intangible assets for each of the five succeeding years is as follows (in thousands):

Year ending December 31,	Total
2013 (remaining)	$	896
2014	3,584
2015	3,584
2016	3,584
2017	3,509

The Partnership assesses long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amounts exceed the fair value of the assets. The Partnership did not record any impairment of intangible assets in the nine months ended September 30, 2013 or year ended December 31, 2012.

(e) Fair Value of Financial Instruments

Accounting standards on fair value measurement establish a framework for measuring fair value and stipulate disclosures about fair value measurements. The standards apply to recurring and nonrecurring 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 the Partnership uses 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 the Partnership has the ability to access at the measurement date.

Level 2 inputs are inputs 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.

The Partnership’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, trade accounts payable and long-term debt. The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short term maturity. The carrying amounts of long-term debt approximates fair value based on the interest rates charged on instruments with similar terms and risks.

- Definition

The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.

+ References + Details

Acquisitions

9 Months Ended

Sep. 30, 2013

Acquisitions

Acquisitions

(2) Acquisitions

On August 30, 2013, the Partnership completed the acquisition of assets and certain liabilities related to the business of providing gas lift compression services to third parties engaged in the exploration, production, gathering, processing, transportation or distribution of oil and gas in exchange for 7,425,261 Common Units, which were valued at $181.9 million at the time of issuance. The S&R Acquisition was consummated pursuant to the Contribution Agreement with S&R and Argonaut. The S&R Acquisition had an effective date of June 30, 2013. The issuance of Common Units in the S&R Acquisition was not registered pursuant to the Securities Act, or any applicable state securities laws, and, at the time of issuance, were restricted securities under the federal securities laws. The effective purchase price of $178.3 million, reflects customary effective-date adjustments such as a $3.7 million purchase price adjustment due to working capital changes from the effective date to the closing date.

The transaction was accounted for in accordance with Accounting Standards Codification 805, Business Combinations, (“ASC 805”). The purchase price allocation as of August 30, 2013 is comprised of the following components (in thousands):

Issuance of limited partner units	$	181,919
Less cash received for working capital adjustment	(3,666		)
*Total consideration*	178,253

Trucks and Trailers	2,158
Compression equipment	117,784
Computers	23
Intangibles
Customer relationships	6,700
Non-compete	900
Total intangibles	7,600
Goodwill	50,688
*Allocation of Purchase Consideration*	$	178,253

Expenses associated with acquisition activities and transaction activities related to the S&R Acquisition for the nine months ended September 30, 2013 were $1.5 million and are included in selling, general and administrative expenses (“SG&A”). The acquisition was recorded at fair value, which was determined using the cost and market approaches for the fixed assets, the multi-period excess earnings method was used to determine fair value of the customer relationships asset and the with-and-without method was used to determine fair value of the non-compete agreement. In applying these accounting principles, we estimated the fair value of the S&R assets acquired to be $127.6 million. This measurement resulted in the recognition of goodwill totaling approximately $50.7 million. Goodwill was calculated as the excess of the consideration transferred to acquire S&R over the acquisition date estimated fair value of the assets acquired. Goodwill recorded in the S&R Acquisition primarily represents the value of the opportunity to expand into gas lift operations with a high quality fleet, the experience and technical expertise of former S&R employees who have joined USA Compression, and the addition of strategic areas of operations in which the Partnership did not previously have a significant presence. The intangible asset customer relationships will be amortized over a life of 20 years and the intangible asset non-compete will be amortized over a life of 4 years.

Revenue, Net Income and Pro Forma Financial Information — Unaudited

The S&R Acquisition was not included in the Partnership’s consolidated results until the closing date of August 30, 2013. For the period of August 30, 2013 to September 30, 2013, the S&R Acquisition accounted for $3.5 million of revenue, $1.2 million of direct operating expenses and $0.9 million of depreciation and amortization, resulting in $1.4 million of net income. The net income attributable to these assets does not reflect certain expenses, such as SG&A and interest expense; therefore, this information is not intended to report results as if these operations were managed on a stand-alone basis.

The unaudited pro forma financial information was prepared assuming the S&R Acquisition occurred on January 1, 2012. The financial information was derived from the Partnership’s and S&R’s unaudited historical consolidated financial statements for the 2012 and 2013 interim periods.

The pro forma adjustments were based on currently available information and certain estimates and assumptions by management. If the S&R Acquisition had been in effect on the dates or for the periods indicated, the results may have been substantially different. For example, we may have operated the assets differently than S&R, realized service revenue may have been different and costs of operation of the compression assets may have been different. This pro forma financial information is provided for illustrative purposes only and may not provide an indication of results in the future. The following table presents a summary of our pro forma financial information (in thousands except earnings per share):

	Three months ended				Nine months ended
	September 30,				September 30,
	2013		2012		2013		2012
Total revenues	$	44,934	$	37,210	$	127,611	$	104,322
Net income	$	4,440	$	1,951	$	13,225	$	3,455
Net income allocated to:
General partner’s interest in net income	89		—		264		—
Common units interest in net income	2,800		—		8,121		—
Subordinated units interest in net income	1,551		—		4,840		—
Basic and diluted net income per common unit(1):	$	0.11	—		$	0.34	—
Basic and diluted net income per subordinated unit(1):	$	0.11	—		$	0.34	—

(1) The Partnership did not complete its initial public offering until January 18, 2013. Therefore, earnings per unit information is not applicable for the 2012 period.

For the pro forma financial information, certain information was derived from financial records and certain information was estimated. The sources of information and significant assumptions are described below:

(a) Revenues and direct operating expenses for S&R were derived from the historical financial records of S&R. Incremental revenue adjustments related to the S&R Acquisition were $10.3 million and $6.2 million for the three months ended September 30, 2013 and 2012, respectively. Incremental operating costs related to the S&R Acquisition were $4.1 million and $3.2 million for the three months ended September 30, 2013 and 2012, respectively. Incremental revenue adjustments related to the S&R Acquisition were $27.1 million and $17.3 million for the nine months ended September 30, 2013 and 2012, respectively. Incremental operating costs related to the S&R Acquisition were $12.2 million and $8.7 million for the nine months ended September 30, 2013 and 2012, respectively.

(b) Depreciation and amortization was estimated using the straight-line method and reflects the incremental depreciation and amortization expense incurred due to adding the compression assets and intangible fair value assets acquired from S&R. Incremental depreciation and amortization was estimated at $2.4 million for the three months ended September 30, 2013 and 2012, and $7.3 million for the nine months ended September 30, 2013 and 2012.

(c) Incremental transaction expenses related to the S&R Acquisition were $1.5 million and were assumed to be funded from cash on hand.

(d) The S&R Acquisition was financed solely with Common Units issued in consideration for the assets and liabilities acquired as part of the S&R Acquisition.

(e) The capital contribution made by the General Partner to maintain its 2% general partner interest in the Partnership in connection with the issuance of Common Units in the S&R Acquisition was used to pay down the Partnership’s revolving credit facility resulting in a reduction of interest expense. Incremental interest expense reductions were estimated at $0.02 million and $0.03 million for the three months ended September 30, 2013 and 2012, respectively, and $0.09 million and $0.08 million for the nine months ended September 30, 2013 and 2012, respectively.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1383-128463

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph F4
-Subparagraph e
-Appendix F

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Long-Term Debt

9 Months Ended

Sep. 30, 2013

Long-Term Debt

Long-Term Debt

(5) Long-Term Debt

The long-term debt of the Partnership, of which there is no current portion, consisted of the following at September 30, 2013 and December 31, 2012 (in thousands):

	September 30, 2013		December 31, 2012
Senior debt	$	390,306	$	502,266

On June 1, 2012, the Partnership made a third amendment to the credit agreement whereby the aggregate commitment under the facility increased from $500,000,000 to $600,000,000. In addition, on June 1, 2012, the Partnership entered into the Fourth Amended and Restated Credit Agreement in order to provide a structure that the Partnership believes is more appropriate for a public company than was in the prior credit agreement, including a reduction of the applicable margin for LIBOR loans to a range of 175 to 250 basis points above LIBOR, depending on the Partnership’s leverage ratio. The Fourth Amended and Restated Credit Agreement became effective on January 18, 2013, the closing date of the Partnership’s initial public offering. On January 18, 2013, the Partnership completed its IPO pursuant to the Registration Statement and used the net proceeds from the offering to repay $180,646,751 of indebtedness outstanding under its revolving credit facility.

On December 10, 2012, the Partnership amended the Fourth Amended and Restated Credit Agreement to extend the periods during which the maximum funded debt to EBITDA ratio thresholds will apply. In addition, borrowing availability under the revolving credit facility was linked to the Partnership’s asset base, with the increased maximum capacity of $600,000,000 (subject to a further potential increase of $50,000,000). The revolving credit facility is secured by a first priority lien against the Partnership’s assets and matures on October 5, 2015, at which point all amounts outstanding will become due.

As of September 30, 2013 we had approximately $390.3 million of variable-rate outstanding indebtedness at a weighted-average interest rate of 2.43%. At September 30, 2013, subject to financial covenants, borrowing availability was $209,694,474. The borrowing base consists of eligible accounts receivable, inventory and compression units. The largest component, representing 96% and 95% of the borrowing base at September 30, 2013 and December 31, 2012, respectively, is eligible compression units — compressor packages that are leased, rented or under service contracts to customers and carried in the financial statements as fixed assets.

The revolving credit facility expires in 2015 and the Partnership expects to maintain its facility for the term. The facility is a “revolving credit facility” that includes a “springing” lock box arrangement, whereby remittances from customers are forwarded to a bank account controlled by the Partnership, and the Partnership is not required to use such remittances to reduce borrowings under the facility, unless there is a default or excess availability under the facility is reduced below $20,000,000. The facility qualifies as a refinancing, and, as such, the debt has been classified as long term at September 30, 2013 and December 31, 2012.

The Fourth Amended and Restated Credit Agreement permits us to make distributions of available cash to unitholders so long as (a) no default or event of default under the facility occurs or would result from the distribution, (b) immediately prior to and after giving effect to such distribution, the Partnership is in compliance with the facility’s financial covenants and (c) immediately after giving effect to such distribution, the Partnership has availability under the revolving credit facility of at least $20,000,000. In addition, the amended and restated credit agreement contains various covenants that may limit, among other things, the Partnership’s ability to:

· grant liens;

· make certain loans or investments;

· incur additional indebtedness or guarantee other indebtedness;

· subject to exceptions, enter into transactions with affiliates;

· sell the Partnership’s assets; or

· acquire additional assets.

The Fourth Amended and Restated Credit Agreement also contains financial covenants requiring the Partnership to maintain:

· a minimum EBITDA to interest coverage ratio of 2.5 to 1.0; and

· a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, for the twelve month period then ending of (a) 5.50 to 1.0, with respect to any fiscal quarter ending on or after January 18, 2013, the closing date of the Partnership’s initial public offering, through March 31, 2014 or (b) 5.00 to 1.0, with respect to the fiscal quarter ending June 30, 2014 and each fiscal quarter thereafter, in each case subject to a provision for increases to such thresholds by 0.5 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs.

If an event of default exists under the revolving credit facility, the lenders will be able to accelerate the maturity of the revolving credit facility and exercise other rights and remedies. As of September 30, 2013, the Partnership was in compliance with these financial covenants.

Partner's Capital

9 Months Ended

Sep. 30, 2013

Partner's Capital

Partner's Capital

(6) Partner’s Capital

In connection with the closing of the Partnership’s IPO, USA Compression Holdings converted its interests in the Partnership into 4,048,588 Common Units and 14,048,588 Subordinated Units and USA Compression GP, LLC converted its general partner interest in the Partnership into a 2.0% general partner interest and the IDRs. See the condensed consolidated statement of changes in Partners’ Capital.

Subordinated Units

All of the Subordinated Units are held by USA Compression Holdings. The partnership agreement provides that, during the subordination period, the Common Units have the right to receive distributions of Available Cash from Operating Surplus (as defined in our partnership agreement) each quarter in an amount equal to $0.425 per Common Unit (the “Minimum Quarterly Distribution”), plus any arrearages in the payment of the Minimum Quarterly Distribution from Operating Surplus on the Common Units from prior quarters, before any distributions of Available Cash from Operating Surplus may be made on the Subordinated Units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the Subordinated Units will not be entitled to receive any distributions from Operating Surplus until the Common Units have received the Minimum Quarterly Distribution plus any arrearages from prior quarters. The practical effect of the Subordinated Units is to increase the likelihood that during the subordination period there will be Available Cash from Operating Surplus to be distributed on the Common Units. The subordination period will end on the first business day after we have earned and paid at least (i) $1.70 (the Minimum Quarterly Distribution on an annualized basis) on each outstanding unit and the corresponding distribution on our general partner’s 2.0% interest for each of three consecutive, non-overlapping four-quarter periods ending on or after December 31, 2015 or (ii) $2.55 (150.0% of the annualized Minimum Quarterly Distribution) on each outstanding unit and the corresponding distributions on our general partner’s 2.0% interest and the related distribution on the incentive distribution rights for the four-quarter period immediately preceding that date. When the subordination period ends, all Subordinated Units will convert into Common Units on a one-for-one basis, and all Common Units thereafter will no longer be entitled to arrearages.

Incentive Distribution Rights

Our general partner holds the incentive distribution rights (“IDRs”). The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our general partner based on the specified target distribution levels. The amounts set forth under “Marginal percentage interest in distributions” are the percentage interests of our general partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total quarterly distribution per unit.” The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our general partner include its 2.0% general partner interest, assume our general partner has contributed any additional capital necessary to maintain its 2.0% general partner interest and has not transferred its incentive distribution rights and there are no arrearages on Common Units.

	Total quarterly	Marginal percentage interest in distributions
	distribution per unit	Unitholders		General partner
Minimum Quarterly Distribution	$0.425	98	%	2	%
First Target Distribution	up to $0.4888	98	%	2	%
Second Target Distribution	above $0.4888 up to $0.5313	85	%	15	%
Third Target Distribution	above $0.5313 up to $0.6375	75	%	25	%
Thereafter	above $0.6375	50	%	50	%

Within 45 days after the end of each quarter, the Partnership intends to make cash distributions to the partners of record on the applicable record date. On August 14, 2013, the Partnership paid a cash distribution for the second quarter of 2013 of approximately $13.2 million to its unitholders of record as of the close of business on August 2, 2013 at the rate of $0.44 per unit on its Common and Subordinated Units. Certain limited partners, including USA Compression Holdings, LLC, have elected to receive distributions in the form of additional Common Units in accordance with the Partnership’s DRIP. Such distributions, which are treated as non-cash transactions in the accompanying statements of cash flows, totaled $8.1 million for the second quarter of 2013.

On October 24, 2013, the Partnership announced a cash distribution of $0.46 per unit on its Common and Subordinated Units. The distribution will be paid on November 14, 2013 to unitholders of record as of the close of business on November 4, 2013. USA Compression Holdings, LLC, the owner of 50.4% of the Partnership’s outstanding limited partner interests, and Argonaut Private Equity and certain of its affiliates, the owners of 19.2% of the Partnership’s outstanding limited partner interests, have elected to reinvest all of this distribution with respect to their units pursuant to the Partnership’s DRIP.

Earnings Per Common and Subordinated Unit

The computations of earnings per Common and Subordinated Unit are based on the weighted average number of Common and Subordinated Units, respectively, outstanding during the applicable period. The Partnership’s Subordinated Units meet the definition of a participating security and therefore it is required to use the two-class method in the computation of earnings per unit. Basic earnings per Common and Subordinated Unit are determined by dividing net income allocated to the Common and Subordinated Units, respectively, after deducting the amount allocated to the Partnership’s general partner (including distributions to the general partner on its incentive distribution rights), by the weighted average number of outstanding Common and Subordinated Units, respectively, during the period.

Pursuant to the partnership agreement, to the extent that the quarterly distributions exceed certain targets, the general partner is entitled to receive certain incentive distributions that will result in more earnings proportionately being allocated to the general partner than to the holders of Common and Subordinated Units. Our earnings per unit calculations, which allocate 2% of earnings to the general partner, assume that, while such distribution to the general partner with respect to its 2% general partner interest was made, no incentive distributions were permitted to be, or were, made to the general partner because quarterly distributions declared by the board of directors for the third quarter of 2013 did not exceed the specified targets.

- Definition

The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units.

+ References + Details

Equity-based Awards

9 Months Ended

Sep. 30, 2013

Equity-based Awards

Equity-based Awards

(7) Equity-based Awards

Long-Term Incentive Plan

In connection with the Partnership’s IPO, the Board adopted the USA Compression Partners, LP 2013 Long-Term Incentive Plan (“LTIP”) for employees, consultants and directors of the general partner and any of its affiliates who perform services for the Partnership. The LTIP consists of unit options, unit appreciation rights, restricted units, phantom units, distribution equivalent rights, unit awards, profits interest units and other unit-based awards. The LTIP initially limits the number of Common Units that may be delivered pursuant to awards under the plan to 1,410,000 Common Units. Common Units that are forfeited, cancelled, exercised, paid, or otherwise terminate or expire without the actual delivery of units will be available for delivery pursuant to other awards. The LTIP will be administered by the Board or a committee thereof.

In March 2013, an aggregate of 237,490 phantom units (including the corresponding distribution equivalent rights) were granted under the LTIP to our general partner’s executive officers and employees and independent directors of our general partner. In the three months ending June 30, 2013, an aggregate of 14,947 phantom units (including the corresponding distribution equivalent rights) were granted under the LTIP to employees of the general partner who perform services on behalf of the Partnership, no phantom units were issued during the three months ended September 30, 2013. The phantom units (including the corresponding distribution equivalent rights) awarded are subject to restrictions on transferability, customary forfeiture provisions and time vesting provisions generally in which one-third of each award vests on the first, second, and third anniversaries of the date of grant. 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.

The fair value of the phantom units awarded to our general partner’s executive officers, employees and independent directors, was $4,955,000 based on the market price per unit on the date of grant. This amount will be recognized as compensation cost on a straight-line basis over the requisite service period. Our general partner’s executive officers, employees and independent directors were granted these awards to incentivize them to help drive the Partnership’s future success and to share in the economic benefits of that success. The compensation costs associated with these awards are recorded as direct general and administrative expenses. During the three and nine months ended September 30, 2013, we recognized $337,388 and $904,839, respectively, of compensation expense associated with these awards.

The following table summarizes information regarding phantom unit awards for the periods presented:

	Number of Units	Weighted-Average Grant Date Fair Value per Unit (1)
Phantom units outstanding at December 31, 2012	—	$	—
Granted	252,437	$	19.70
Vested	2,862
Forfeited	35,714
Phantom units outstanding at September 30, 2013	213,861	$	19.70

(1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

The unrecognized compensation cost associated with phantom unit awards was an aggregate $3,350,162 at September 30, 2013. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of 2.3 years.

Each phantom unit granted is granted in tandem with a corresponding distribution equivalent right (“DER”), which shall remain outstanding and unpaid from the grant date until the earlier of the payment or forfeiture of the related phantom units. Each vested DER shall entitle the participant to receive payments in the amount equal to any distributions made by the Partnership following the grant date in respect of the Common Unit underlying the phantom unit to which such DER relates.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Organization and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Organization and Summary of Significant Accounting Policies

Organization

(a) Organization

Our ownership is as follows:

	September 30, 2013
	USA Compression Holdings		Argonaut and affiliates		Public		Total
General partner interest	2.0	%	—		—		2.0	%
Limited partner interest:
Common unitholders	12.3	%	19.6	%	29.0	%	60.9	%
Subordinated unitholders	37.1	%	—		—		37.1	%
Total	51.4	%	19.6	%	29.0	%	100.0	%

Partnership net income (loss) is allocated to the partners in proportion to their respective interest in the Partnership.

Basis of Presentation

(b) Basis of Presentation

Use of Estimates

(c) Use of Estimates

Intangible Assets

(d) Intangible Assets

As of September 30, 2013, intangible assets, net consisted of the following (in thousands):

	Customer Relationships			Trade Names			Non-compete			Total
Balance at December 31, 2012	$	67,200		$	14,352		$	—		$	81,552
Additions — S&R Acquisition	6,700			—			900			7,600
Amortization	(1,828		)	(468		)	(19		)	(2,315		)
Balance at September 30, 2013	$	72,072		$	13,884		$	881		$	86,837

The expected amortization of the intangible assets for each of the five succeeding years is as follows (in thousands):

Year ending December 31,	Total
2013 (remaining)	$	896
2014	3,584
2015	3,584
2016	3,584
2017	3,509

Fair Value of Financial Instruments

(e) Fair Value of Financial Instruments

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

Level 2 inputs are inputs 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.

- Definition

Disclosure of accounting policy for subsidiaries or other investments that are consolidated, including the accounting treatment for intercompany accounts or transactions and any noncontrolling interest.

+ References + Details

Organization and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2013

Organization and Summary of Significant Accounting Policies

Schedule of ownership

	September 30, 2013
	USA Compression Holdings		Argonaut and affiliates		Public		Total
General partner interest	2.0	%	—		—		2.0	%
Limited partner interest:
Common unitholders	12.3	%	19.6	%	29.0	%	60.9	%
Subordinated unitholders	37.1	%	—		—		37.1	%
Total	51.4	%	19.6	%	29.0	%	100.0	%

Schedule of intangible assets, net

As of September 30, 2013, intangible assets, net consisted of the following (in thousands):

	Customer Relationships			Trade Names			Non-compete			Total
Balance at December 31, 2012	$	67,200		$	14,352		$	—		$	81,552
Additions — S&R Acquisition	6,700			—			900			7,600
Amortization	(1,828		)	(468		)	(19		)	(2,315		)
Balance at September 30, 2013	$	72,072		$	13,884		$	881		$	86,837

Schedule of expected amortization of the intangible assets for each of the five succeeding years

The expected amortization of the intangible assets for each of the five succeeding years is as follows (in thousands):

Year ending December 31,	Total
2013 (remaining)	$	896
2014	3,584
2015	3,584
2016	3,584
2017	3,509

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2013

Acquisitions

Schedule of purchase price allocation

The purchase price allocation as of August 30, 2013 is comprised of the following components (in thousands):

Issuance of limited partner units	$	181,919
Less cash received for working capital adjustment	(3,666		)
*Total consideration*	178,253

Trucks and Trailers	2,158
Compression equipment	117,784
Computers	23
Intangibles
Customer relationships	6,700
Non-compete	900
Total intangibles	7,600
Goodwill	50,688
*Allocation of Purchase Consideration*	$	178,253

Summary of pro forma financial information

The following table presents a summary of our pro forma financial information (in thousands except earnings per share):

	Three months ended				Nine months ended
	September 30,				September 30,
	2013		2012		2013		2012
Total revenues	$	44,934	$	37,210	$	127,611	$	104,322
Net income	$	4,440	$	1,951	$	13,225	$	3,455
Net income allocated to:
General partner’s interest in net income	89		—		264		—
Common units interest in net income	2,800		—		8,121		—
Subordinated units interest in net income	1,551		—		4,840		—
Basic and diluted net income per common unit(1):	$	0.11	—		$	0.34	—
Basic and diluted net income per subordinated unit(1):	$	0.11	—		$	0.34	—

(1) The Partnership did not complete its initial public offering until January 18, 2013. Therefore, earnings per unit information is not applicable for the 2012 period.

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References + Details

Organization and Summary of Significant Accounting Policies (Details) - USD ($)				9 Months Ended
	Nov. 04, 2013	Aug. 30, 2013	Jan. 18, 2013	Sep. 30, 2013
Organization
Net proceeds from issuance of common units			$ 180,600,000	$ 180,555,000
Total				100.00%
S&R
Organization
Number of common units issued in exchange for contribution of assets		7,425,261
Value of common units issued in exchange for contribution of assets		$ 181,919,000
Public
Organization
Total				29.00%
General partner interest
Organization
Ownership interest (as a percent)				2.00%
USA Compression Holdings, LLC
Organization
Total				51.40%
USA Compression Holdings, LLC \| General partner interest
Organization
Ownership interest (as a percent)				2.00%
USA Compression Holdings, LLC \| Limited partner interest
Organization
Ownership interest (as a percent)	50.40%
Argonaut and affiliates
Organization
Total				19.60%
Argonaut and affiliates \| Limited partner interest
Organization
Ownership interest (as a percent)	19.20%
Common Units
Organization
Issuance of common units in initial public offering (in units)			11,000,000
Issuance of common units in initial public offering (in dollars per unit)			$ 18.00
Net proceeds from issuance of common units			$ 180,555,381
Underwriting discounts and commissions			12,127,500
Structuring fees			742,500
Offering expenses			4,574,619
Expenses related to the effective registration statement with the SEC in connection with a distribution reinvestment plan ("DRIP")			$ 139,180
Number of units authorized to issue in connection with distribution reinvestment plan			4,150,000
Common Units \| Limited partner interest
Organization
Issuance of common units in initial public offering (in units)				11,000,000
Net proceeds from issuance of common units				$ 180,555,000
Ownership interest (as a percent)				60.90%
Common Units \| Limited partner interest \| Public
Organization
Ownership interest (as a percent)				29.00%
Common Units \| USA Compression Holdings, LLC
Organization
Number of units received as consideration			4,048,588
Common Units \| USA Compression Holdings, LLC \| Limited partner interest
Organization
Ownership interest (as a percent)				12.30%
Common Units \| Argonaut and affiliates \| Limited partner interest
Organization
Ownership interest (as a percent)				19.60%
Subordinated Units \| Limited partner interest
Organization
Ownership interest (as a percent)				37.10%
Subordinated Units \| USA Compression Holdings, LLC
Organization
Number of units received as consideration			14,048,588
Subordinated Units \| USA Compression Holdings, LLC \| Limited partner interest
Organization
Ownership interest (as a percent)				37.10%

Organization and Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands		9 Months Ended
	Aug. 31, 2013	Sep. 30, 2013
Intangible assets, net
Balance at the beginning of the period		$ 81,552
Additions		7,600
Amortization		(2,315)
Balance at the end of the period		86,837
Expected amortization of the intangible assets for each of the five succeeding years
2013 (remaining)		896
2014		3,584
2015		3,584
2016		3,584
2017		$ 3,509
Minimum
Intangible assets, net
Amortization period of identifiable intangible asset		20 years
Maximum
Intangible assets, net
Amortization period of identifiable intangible asset		30 years
Customer Relationships
Intangible assets, net
Balance at the beginning of the period		$ 67,200
Amortization		(1,828)
Balance at the end of the period		72,072
Customer Relationships \| S&R
Intangible assets, net
Additions		$ 6,700
Amortization period of identifiable intangible asset	20 years
Customer Relationships \| Minimum
Intangible assets, net
Amortization period of identifiable intangible asset		20 years
Customer Relationships \| Maximum
Intangible assets, net
Amortization period of identifiable intangible asset		30 years
Trade Names
Intangible assets, net
Balance at the beginning of the period		$ 14,352
Amortization		(468)
Balance at the end of the period		$ 13,884
Trade Names \| Minimum
Intangible assets, net
Amortization period of identifiable intangible asset		20 years
Trade Names \| Maximum
Intangible assets, net
Amortization period of identifiable intangible asset		30 years
Non-compete
Intangible assets, net
Amortization		$ (19)
Balance at the end of the period		$ 881
Amortization period of identifiable intangible asset		4 years
Non-compete \| S&R
Intangible assets, net
Additions		$ 900
Amortization period of identifiable intangible asset	4 years

Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2013	Aug. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
General partner units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
General partner, interest (as a percent)						2.00%
General partner
Revenue, Net Income and Pro Forma Financial Information - Unaudited
General partner, interest (as a percent)						2.00%
General partner \| General partner units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income				$ 89		$ 264
Limited partner \| Common units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income				$ 2,800		$ 8,121
Basic and diluted net income (in dollars per unit)				$ 0.11		$ 0.34
Limited partner \| Subordinated units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income				$ 1,551		$ 4,840
Basic and diluted net income (in dollars per unit)				$ 0.11		$ 0.34
Non-compete
Purchase price allocation
Amortization period						4 years
S&R
Acquisition of compression assets
Number of common units issued in exchange for contribution of assets		7,425,261
Cost of acquisition
Issuance of limited partner units		$ 181,919
Less cash received for working capital adjustment		(3,666)
Total consideration		178,253
Purchase price allocation
Total intangibles		7,600
Goodwill		50,688
Total consideration		178,253
Expenses associated with acquisition activities and transaction activities			$ 1,500	$ 1,500		$ 1,500
Fair value of assets acquired		127,600
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Revenue			3,500
Direct operating expenses			1,200
Depreciation and amortization			900
Net income			1,400
Total revenues			$ 3,500	44,934	$ 37,210	127,611	$ 104,322
Net income				4,440	1,951	13,225	3,455
Incremental revenue adjustments				10,300	6,200	27,100	17,300
Incremental operating costs				4,100	3,200	12,200	8,700
Incremental depreciation and amortization				2,400	2,400	7,300	7,300
Incremental transaction expenses						1,500
Estimated incremental interest expense reductions due to payment of revolving credit facility				$ 20	$ 30	$ 90	$ 80
S&R \| Trucks and Trailers
Purchase price allocation
Property, plant and equipment		2,158
S&R \| Compression equipment
Purchase price allocation
Property, plant and equipment		117,784
S&R \| Computer equipment
Purchase price allocation
Property, plant and equipment		23
S&R \| Customer relationships
Purchase price allocation
Total intangibles		6,700
Amortization period	20 years
S&R \| Non-compete
Purchase price allocation
Total intangibles		$ 900
Amortization period	4 years

Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Property and Equipment (Details) - USD ($)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Property and Equipment
Property and Equipment, gross	$ 917,753,000		$ 917,753,000		$ 678,142,000
Less accumulated depreciation and amortization	(102,454,000)		(102,454,000)		(68,012,000)
Property and Equipment, net	815,299,000		815,299,000		610,130,000
Depreciation expense on property, plant and equipment	12,573,943	$ 10,173,044	34,912,456	$ 28,322,251
Accounts payable and accrued liabilities
Property and Equipment
Purchases of property and equipment			11,237,243		5,940,149
Compression equipment
Property and Equipment
Property and Equipment, gross	900,173,000		900,173,000		666,811,000
Furniture and fixtures
Property and Equipment
Property and Equipment, gross	570,000		570,000		439,000
Automobiles and vehicles
Property and Equipment
Property and Equipment, gross	11,913,000		11,913,000		7,588,000
Computer equipment
Property and Equipment
Property and Equipment, gross	4,981,000		4,981,000		3,206,000
Leasehold improvements
Property and Equipment
Property and Equipment, gross	$ 116,000		$ 116,000		$ 98,000

Long-Term Debt (Details) - USD ($)			9 Months Ended
Long-Term Debt (Details) - USD ($)	Jan. 18, 2013	Jun. 01, 2012	Sep. 30, 2013	Dec. 31, 2012	Dec. 10, 2012
Long-Term Debt
Maximum borrowing capacity under the credit agreement before amendment		$ 500,000,000
Maximum borrowing capacity under the credit agreement after amendment		$ 600,000,000
Variable basis rate		LIBOR
Amount of indebtedness repaid	$ 180,646,751
Amount of further potential increase in maximum capacity					$ 50,000,000
Variable-rate outstanding indebtedness			$ 390,300,000
Weighted-average interest rate on variable-rate debt outstanding			2.43%
Borrowing availability			$ 209,694,474
Borrowing base percentage representing eligible compression units			96.00%	95.00%
Excess capacity, if below, entity is required to use remittances from customers to reduce borrowings under the facility			$ 20,000,000
Minimum borrowing availability immediately after giving effect to distribution			$ 20,000,000
Minimum EBITDA to interest coverage ratio			2.5
Increase in maximum funded debt to EBITDA ratio in connection with certain future acquisitions			0.5
Consecutive period following the period in which any acquisition occurs for maintaining increased maximum funded debt to EBITDA ratio			6 months
Fiscal quarter ending on or after January 18, 2013 through March 31, 2014
Long-Term Debt
Maximum Funded debt to EBITDA ratio			5.50
Fiscal quarter ending June 30, 2014 and each fiscal quarter thereafter
Long-Term Debt
Maximum Funded debt to EBITDA ratio			5.00
Minimum
Long-Term Debt
Applicable margin above LIBOR (as a percent)		1.75%
Maximum
Long-Term Debt
Applicable margin above LIBOR (as a percent)		2.50%
Senior debt
Long-Term Debt
Total debt			$ 390,306,000	$ 502,266,000

Partner's Capital (Details) $ / shares in Units, $ in Thousands				3 Months Ended		9 Months Ended
	Nov. 04, 2013	Oct. 24, 2013 $ / shares	Aug. 14, 2013 USD ($) $ / shares	Sep. 30, 2013 $ / shares	Jun. 30, 2013 USD ($)	Sep. 30, 2013 USD ($) item $ / shares shares
Partner's Capital
Cash distribution paid \| $						$ 9,129
Cash distribution per unit (in dollars per share)				$ 0.44		$ 0.79
Subordinated Units
Partner's Capital
Conversion of interests into partnership units (in units) \| shares						14,048,588
Incentive Distribution Rights
Partner's Capital
Cash distribution paid \| $			$ 13,200
Common Units
Partner's Capital
Conversion of interests into partnership units (in units) \| shares						4,048,588
Limited partner interest \| Subordinated Units
Partner's Capital
Conversion of interests into partnership units (in units) \| shares						14,049,000
Cash distribution per unit (in dollars per share)			$ 0.44
Cash distribution announced per unit (in dollars per share)		$ 0.46
Ownership interest (as a percent)						37.10%
Limited partner interest \| Incentive Distribution Rights \| Minimum Quarterly Distribution
Partner's Capital
Marginal percentage interest in distributions						98.00%
Limited partner interest \| Incentive Distribution Rights \| First Target Distribution
Partner's Capital
Marginal percentage interest in distributions						98.00%
Limited partner interest \| Incentive Distribution Rights \| Second Target Distribution
Partner's Capital
Marginal percentage interest in distributions						85.00%
Limited partner interest \| Incentive Distribution Rights \| Third Target Distribution
Partner's Capital
Marginal percentage interest in distributions						75.00%
Limited partner interest \| Incentive Distribution Rights \| Thereafter
Partner's Capital
Marginal percentage interest in distributions						50.00%
Limited partner interest \| Common Units
Partner's Capital
Conversion of interests into partnership units (in units) \| shares						4,049,000
Cash distribution per unit (in dollars per share)			$ 0.44
Cash distribution announced per unit (in dollars per share)		$ 0.46
Ownership interest (as a percent)						60.90%
General partner interest
Partner's Capital
General partner, interest (as a percent)						2.00%
General partner interest \| Incentive Distribution Rights \| Maximum
Partner's Capital
Number of days after quarter end when cash distributions are to be made						45 days
General partner interest \| Incentive Distribution Rights \| Minimum Quarterly Distribution
Partner's Capital
Quarterly distribution per unit (in dollars per share)				0.425		$ 0.425
Marginal percentage interest in distributions						2.00%
General partner interest \| Incentive Distribution Rights \| First Target Distribution
Partner's Capital
Marginal percentage interest in distributions						2.00%
General partner interest \| Incentive Distribution Rights \| First Target Distribution \| Maximum
Partner's Capital
Quarterly distribution per unit (in dollars per share)				0.4888		$ 0.4888
General partner interest \| Incentive Distribution Rights \| Second Target Distribution
Partner's Capital
Marginal percentage interest in distributions						15.00%
General partner interest \| Incentive Distribution Rights \| Second Target Distribution \| Minimum
Partner's Capital
Quarterly distribution per unit (in dollars per share)				0.4888		$ 0.4888
General partner interest \| Incentive Distribution Rights \| Second Target Distribution \| Maximum
Partner's Capital
Quarterly distribution per unit (in dollars per share)				0.5313		$ 0.5313
General partner interest \| Incentive Distribution Rights \| Third Target Distribution
Partner's Capital
Marginal percentage interest in distributions						25.00%
General partner interest \| Incentive Distribution Rights \| Third Target Distribution \| Minimum
Partner's Capital
Quarterly distribution per unit (in dollars per share)				0.5313		$ 0.5313
General partner interest \| Incentive Distribution Rights \| Third Target Distribution \| Maximum
Partner's Capital
Quarterly distribution per unit (in dollars per share)				0.6375		$ 0.6375
General partner interest \| Incentive Distribution Rights \| Thereafter
Partner's Capital
Marginal percentage interest in distributions						50.00%
General partner interest \| Incentive Distribution Rights \| Thereafter \| Minimum
Partner's Capital
Quarterly distribution per unit (in dollars per share)				$ 0.6375		$ 0.6375
USA Compression Holdings, LLC \| Subordinated Units \| Minimum Quarterly Distribution
Partner's Capital
Minimum Quarterly Distribution (in dollars per unit)						0.425
Minimum Quarterly Distribution annualized, level one						1.70
Minimum Quarterly Distribution annualized, level two						$ 2.55
Number of consecutive, non-overlapping four-quarter periods \| item						3
Minimum Quarterly Distribution annualized, level two (as a percent)						150.00%
subordinated unit conversion basis to common units						1.00
USA Compression Holdings, LLC \| Common and Subordinated Units
Partner's Capital
Ownership interest (as a percent)						50.40%
USA Compression Holdings, LLC \| Limited partner interest
Partner's Capital
Ownership interest (as a percent)	50.40%
USA Compression Holdings, LLC \| Limited partner interest \| Subordinated Units
Partner's Capital
Ownership interest (as a percent)						37.10%
USA Compression Holdings, LLC \| Limited partner interest \| Common Units
Partner's Capital
Non-cash distributions \| $					$ 8,100
Ownership interest (as a percent)						12.30%
USA Compression Holdings, LLC \| General partner interest
Partner's Capital
General partner, interest (as a percent)						2.00%
Argonaut and affiliates \| Limited partner interest
Partner's Capital
Ownership interest (as a percent)	19.20%
Argonaut and affiliates \| Limited partner interest \| Common Units
Partner's Capital
Ownership interest (as a percent)						19.60%

Equity-based Awards (Details) - USD ($)	3 Months Ended			9 Months Ended
Equity-based Awards (Details) - USD ($)	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2013	Jan. 18, 2013
Share-based compensation
Number of common units that may be delivered pursuant to awards under the plan					1,410,000
Weighted-Average Grant Date Fair Value per Unit
Unrecognized compensation cost associated with phantom unit awards	$ 3,350,162			$ 3,350,162
Weighted-average period over which the unrecognized compensation cost is expected to be recognized				2 years 3 months 18 days
Phantom units
Share-based compensation
Fair value of the phantom units awarded			$ 4,955,000
Amount of compensation expense recognized	$ 337,388			$ 904,839
Number of Units
Granted (in units)	0	14,947	237,490	252,437
Vested (in units)				2,862
Forfeited (in units)				35,714
Percentage of award vesting on the first, second, and third anniversaries of the date of grant				33.33%
Phantom units outstanding at the end of the period (in units)	213,861			213,861
Weighted-Average Grant Date Fair Value per Unit
Granted (in dollars per unit)				$ 19.70
Phantom units outstanding at the end of the period (in dollars per unit)	$ 19.70			$ 19.70

Commitments and Contingencies (Details)	3 Months Ended		9 Months Ended
Commitments and Contingencies (Details)	Sep. 30, 2013 USD ($) customer	Sep. 30, 2012 USD ($) customer	Sep. 30, 2013 USD ($) customer	Sep. 30, 2012 USD ($) customer
Commitments and Contingencies
Rent expense for operating leases	$ 415,629	$ 303,347	$ 1,153,361	$ 861,245
Commitments for future minimum lease payments for noncancellable leases
2014	1,054,000		1,054,000
2015	958,000		958,000
2016	855,000		855,000
2017	822,000		822,000
2018	640,000		640,000
Thereafter	769,000		769,000
Total	$ 5,098,000		$ 5,098,000
Major Customers
Number of major customers \| customer	2	2	2	2
Customer one
Major Customers
Percentage of revenue to total revenue	14.70%	15.10%	15.00%	14.30%
Customer two
Major Customers
Percentage of revenue to total revenue	7.10%	9.40%	7.90%	9.90%

Condensed Consolidated Balance Sheets (Parenthetical)	9 Months Ended
Condensed Consolidated Balance Sheets (Parenthetical)	Sep. 30, 2013 shares
General partner units
General partner, interest (as a percent)	2.00%
General partner equivalent units, issued	757,699
General partner equivalent units, outstanding	757,699
Limited partner \| Common units
Limited partner units outstanding (in shares)	23,078,673
Limited partner \| Subordinated units
Limited partner units outstanding (in shares)	14,048,588

Trade Accounts Receivable	9 Months Ended
Trade Accounts Receivable	Sep. 30, 2013
Trade Accounts Receivable
Trade Accounts Receivable	(3) Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts of $208,983 and $259,638 at September 30, 2013 and December 31, 2012, respectively, is the Partnership’s best estimate of the amount of probable credit losses in the Partnership’s existing accounts receivable. The Partnership determines the allowance based upon historical write-off experience and specific identification. The Partnership does not have any off-balance-sheet credit exposure related to its customers.

Transactions with Related Parties	9 Months Ended
Transactions with Related Parties	Sep. 30, 2013
Transactions with Related Parties
Transactions with Related Parties	(8) Transactions with Related Parties For the nine months ended September 30, 2013, the Partnership incurred $49,315 of expenses related to a management fee under an agreement between USA Compression Holdings and certain of its affiliates, for services provided to the Partnership for the period from January 1, 2013 through January 17, 2013. For the nine months ended September 30, 2012, the Partnership incurred $750,000 of management fees under such agreement. William Shea, who has served as a director of USA Compression GP, LLC since June 2011, is currently a director and the chief executive officer of the general partner of PVR Partners, L.P. (“PVR”). For the three months ended September 30, 2013 and 2012, subsidiaries of PVR made compression services payments to us of approximately $0.8 million and $0.6 million, respectively. For the nine months ended September 30, 2013 and 2012, subsidiaries of PVR made compression services payments to us of approximately $2.2 million and $1.7 million, respectively. The Partnership provides compression services to affiliated entities controlled by Riverstone, who owns a majority of the membership interest in USA Compression Holdings, which owns and controls the Partnership’s general partner and owns 50.4% of our limited partner interests. For the three months ended September 30, 2013 and 2012, affiliated entities made compression services payments to the Partnership of approximately $0.1 million. For the nine months ended September 30, 2013 and 2012, affiliated entities made compression services payments to the Partnership of approximately $0.4 million. The Partnership may provide compression services to additional entities controlled by Riverstone in the future and any significant transactions will be disclosed.

Trade Accounts Receivable (Details) - USD ($)	Sep. 30, 2013	Dec. 31, 2012
Trade Accounts Receivable
Allowance for doubtful account	$ 208,983	$ 259,638

Transactions with Related Parties (Details) - USD ($)	3 Months Ended		9 Months Ended
Transactions with Related Parties (Details) - USD ($)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Holdings and certain of its affiliates
Transactions with Related Parties
Management fee incurred			$ 49,315	$ 750,000
Holdings \| Limited partner
Transactions with Related Parties
Ownership interest (as a percent)			50.40%
PVR
Transactions with Related Parties
Compression services payments received	$ 800,000	$ 600,000	$ 2,200,000	1,700,000
Affiliated entities controlled by Riverstone
Transactions with Related Parties
Compression services payments received	$ 100,000	$ 100,000	$ 400,000	$ 400,000

Label	Element	Value
Limited Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	$ 530,000
General Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	5,000
General Partner Unit [Member] \| General Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	122,000
Subordinated Units [Member] \| Limited Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	2,781,000
Common Units [Member] \| Limited Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	$ 3,196,000