View Filing Data

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2013	Feb. 18, 2014	Jun. 28, 2013
Entity Registrant Name	USA Compression Partners, LP
Entity Central Index Key	0001522727
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 258,535,875
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Common units
Entity Common Stock, Shares Outstanding		24,034,240
Subordinated units
Entity Common Stock, Shares Outstanding		14,048,588

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 7	$ 7
Accounts receivable:
Trade	20,079	8,618
Other	350	137
Inventory	9,940	4,215
Prepaid expenses	2,400	1,800
Total current assets	32,776	14,777
Property and equipment, net	852,966	610,130
Identifiable intangible asset	85,941	81,552
Goodwill	208,055	157,075
Other assets	6,146	9,111
Total assets	1,185,884	872,645
Current liabilities:
Accounts payable	34,629	10,651
Accrued liabilities	10,412	5,590
Deferred revenue	11,912	10,612
Total current liabilities	56,953	26,853
Long-term debt	420,933	502,266
Other liabilities	271
Partners' capital:
Total partners' capital	707,727	343,526
Total liabilities and partners' capital	1,185,884	872,645
Limited partner
Partners' capital:
Total partners' capital		341,130
Limited partner \| Common units
Partners' capital:
Total partners' capital	447,562
Limited partner \| Subordinated units
Partners' capital:
Total partners' capital	245,592
General partner
Partners' capital:
Total partners' capital		2,396
General partner \| General partner units
Partners' capital:
Total partners' capital	14,573
Customer relationships
Accounts receivable:
Identifiable intangible asset	71,388	67,200
Trade names
Accounts receivable:
Identifiable intangible asset	13,728	$ 14,352
Non-compete
Accounts receivable:
Identifiable intangible asset	$ 825

Consolidated Statements of Operations - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues:
Contract operations		$ 150,360	$ 116,373	$ 93,896
Parts and service		2,558	2,414	4,824
Total revenues		152,918	118,787	98,720
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization		48,097	37,796	39,605
Selling, general and administrative		27,587	18,269	12,726
Restructuring charges				300
Depreciation and amortization		52,917	41,880	32,738
Loss on sale of assets		284	266	178
Impairment of compression equipment		203
Total costs and expenses		129,088	98,211	85,547
Operating income		23,830	20,576	13,173
Other income (expense):
Interest expense		(12,488)	(15,905)	(12,970)
Other		9	28	21
Total other expense		(12,479)	(15,877)	(12,949)
Net income before income tax expense		11,351	4,699	224
Income tax expense		280	196	155
Net income	$ 10,536	$ 11,071	4,503	69
Earnings allocated to general partner	211		45	1
Limited partners' interest in net income:
Limited partners' interest in net income			$ 4,458	$ 68
Net income subsequent to initial public offering	$ 10,536
Net income per unit:
Distributions paid per limited partner unit in respective periods (in dollars per unit)		$ 1.25
Common units
Limited partners' interest in net income:
Limited partners' interest in net income		$ 5,805
Weighted average units outstanding:
Basic (in units)		18,043,075
Diluted (in units)		18,086,745
Net income per unit:
Basic (in dollars per unit)		$ 0.32
Diluted (in dollars per unit)		$ 0.32
Subordinated units
Limited partners' interest in net income:
Limited partners' interest in net income		$ 4,520
Weighted average units outstanding:
Basic and diluted (in units)		14,048,588
Net income per unit:
Basic and diluted (in dollars per unit)		$ 0.32

Consolidated Statements of Changes in Partners' Capital - USD ($) shares in Thousands, $ in Thousands	Total	General partners	General partners General Partner Units	Limited partners	Limited partners Common Units	Limited partners Subordinated Units
Partners' capital at Dec. 31, 2010	$ 338,954	$ 2,350		$ 336,604
Increase (Decrease) in Partners' Capital
Net income	69	1		68
Partners' capital at Dec. 31, 2011	339,023	2,351		336,672
Increase (Decrease) in Partners' Capital
Net income	4,503	45		4,458
Partners' capital at Dec. 31, 2012	343,526	2,396		341,130
Increase (Decrease) in Partners' Capital
Conversion of Partners' capital for common and subordinated units, Incentive Distribution Rights, and General Partner 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)			594		4,049	14,049
Issuance of common units in initial public offering	180,555				$ 180,555
Issuance of common units in initial public offering (in units)					11,000
Vesting of phantom units (in units)					4
General partner contribution	4,251		$ 4,251
General partner contribution (in units)			174
Cash distributions and DERs	(41,224)		$ (819)		$ (22,872)	$ (17,533)
Proceeds from issuance of common Units	26,286				$ 26,286
Proceeds from issuance of common Units (in units)					1,084
Unit-based compensation	1,343				$ 1,343
Acquisition of S&R compression assets	181,919				$ 181,919
Acquisition of S&R compression assets (in units)					7,425
Net income	11,071
Partners' capital at Dec. 31, 2013	$ 707,727		$ 14,573		$ 447,562	$ 245,592
Partners' capital (in units) at Dec. 31, 2013			768		23,562	14,049

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flow from operating activities:
Net income	$ 11,071	$ 4,503	$ 69
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	52,917	41,880	32,738
Amortization of debt issue costs, discount	2,192	1,856	1,529
Unit-based compensation expense	1,343
Net loss on sale of assets	284	266	178
Net gain on change in fair value of interest rate swap		(2,180)	(2,629)
Impairment of compression equipment	203
Changes in assets and liabilities:
Accounts receivable and advances to employees	(11,674)	169	(976)
Inventory	(5,725)	(1,004)	1,974
Prepaids	(600)	(153)	(219)
Other noncurrent assets	3,824	(1,315)	(2,601)
Accounts payable	8,132	(5,340)	1,989
Accrued liabilities and deferred revenue	6,223	3,292	1,730
Net cash provided by operating activities	68,190	41,974	33,782
Cash flow from investing activities:
Capital expenditures	(159,547)	(179,977)	(133,264)
Compression unit purchase deposit			(7,975)
Proceeds from sale of property and equipment	2,227	1,388	795
Acquisitions, net of cash	3,374
Net cash used in investing activities	(153,946)	(178,589)	(140,444)
Cash flows from financing activities:
Proceeds from short-term and long-term debt	243,501	261,135	209,165
Payments on short-term and long-term debt	(324,834)	(122,681)	(101,167)
Net proceeds from issuance of common units	180,555
Cash Distributions	(14,669)
General Partner contribution	4,251
Financing Cost	(3,048)	(1,835)	(1,336)
Net cash provided by financing activities	85,756	136,619	106,662
Increase in cash and cash equivalents		4
Cash and cash equivalents, beginning of year	7	3	3
Cash and cash equivalents, end of year	7	7	3
Supplemental cash flow information:
Cash paid for interest	10,603	16,086	13,727
Cash paid for taxes	$ 196	$ 155	$ 155

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a) Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances. As of December 31, 2013 and 2012, $6,500 in cash was subject to certain provisions under credit agreements with a financial institution, as more fully described in Note 5.

(b) Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts of $246,410 and $259,638 at December 31, 2013 and 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.

(c) Inventories

Inventories are valued at the lower of cost or market using the first-in, first-out method. Inventory consists of parts used in the assembly of compression units. Purchases of these assets are considered operating activities in the consolidated statement of cash flows.

(d) Property and Equipment

Property and equipment are carried at cost. Overhauls and major improvements that increase the value or extend the life of compressor units are capitalized and depreciated over 3 to 5 years. Ordinary maintenance and repairs are charged to income. Depreciation is calculated using the straight-line method of accounting over the estimated useful lives of the assets as follows:

Compression equipment		25 years
Furniture and fixtures		7 years
Vehicles and computer equipment		3 - 7 years
Leasehold improvements		5 years

Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $49.7 million, $38.9 million and $29.7 million, respectively.

(e) Impairments of Long-Lived Assets

Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written-down to estimated fair value. An asset shall be tested for impairment when events or circumstances indicate that its carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount of the carrying value exceeding the fair value of the asset is recognized. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, is based on an estimate of discounted cash flows. In 2013, the Partnership recorded $203,149 related to the impairment of a certain group of its compression equipment. The Partnership did not record impairment of long-lived assets in 2012 or 2011.

(f) Revenue Recognition

Revenue from compression service and equipment rental operations is recorded when earned over the period of service, rental and maintenance contracts, which generally range from one month to five years. Parts and service revenue is recorded as parts are delivered or services are performed for the customer.

(g) Income Taxes

The Partnership elected to be treated under SubChapter K of the Internal Revenue Code. Under SubChapter K, a partnership return is filed annually reflecting each partner’s share of the partnership’s income or loss. Therefore, no provision has been made for federal income tax. Partnership net income (loss) is allocated to the partners in proportion to their respective interest in the Partnership.

As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by the Partnership generally flow through to its unitholders. However, Texas imposes an entity-level income tax on partnerships.

The State of Texas’ margin tax became effective for tax reports originally due on or after January 1, 2008. This margin tax requires partnerships and other forms of legal entities to pay a tax of 1.0% on its ‘‘margin,’’ as defined in the law, based on 2013, 2012 and 2011 results. The margin tax base to which the tax rate will be applied is either the lesser of 70% of total revenues for federal income tax purposes, total revenue less cost of goods sold or compensation for federal income tax purposes. For the years ended December 31, 2013, 2012 and 2011, the Partnership recorded expense related to the Texas margin tax of $279,972, $196,040 and $154,872, respectively.

Recognized tax positions are initially and subsequently measured as the largest amount of tax benefit that is more likely than not of being realized upon ultimate settlement with a taxing authority. Interest and penalties related to unrecognized tax benefits are included in income tax expense.

(h) Fair Value Measurements

The accounting standard for fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories:

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.

At December 31, 2013 and 2012, 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 amount of long-term debt approximates fair value based on the interest rates charged on instruments with similar terms and risks.

(i) Pass Through Taxes

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

(j) Use of Estimates

The preparation of the consolidated financial statements of the Partnership in conformity with accounting principles generally accepted in the United States of America requires the management of the Partnership to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and the accompanying results. Actual results could differ from these estimates.

(k) Intangible Assets

As of December 31, 2013, intangible assets 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	(2,512		)	(624		)	(75		)	(3,211		)
Balance at December 31, 2013	$	71,388		$	13,728		$	825		$	85,941

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. The estimated useful lives range from 4 to 30 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
2014	$	3,584
2015	3,584
2016	3,584
2017	3,509
2018	3,359

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 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 values of the assets. The Partnership did not record any impairment of intangible assets in 2013, 2012 or 2011.

(l) Goodwill

Goodwill represents consideration paid in excess of the fair value of the identifiable assets acquired in a business combination. Goodwill is not amortized, but is reviewed for impairment annually based on the carrying values as of October 1, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may not be recovered.

As of October 1, 2013, a qualitative assessment was performed to determine whether it is more likely than not that the fair value of the reporting unit is impaired. Management used all available information to make these determinations, including evaluating the macroeconomic environment, industry specific conditions, cost factors, overall financial performance and unit price, at the assessment date of October 1, 2013.

As a result of the qualitative assessment, the Partnership has determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. The Partnership did not record any impairment of goodwill for the years ended December 31, 2013, 2012 or 2011.

Acquisition

12 Months Ended

Dec. 31, 2013

Acquisition

Acquisition

(3) Acquisition

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 (from a standpoint of revenues and selected costs) of June 30, 2013. The common units issued in the S&R Acquisition were 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. In connection with the S&R Acquisition, Argonaut and certain related parties agreed to participate in the Partnership’s Distribution Reinvestment Plan (“DRIP”) through the distribution relating to the quarter ended June 30, 2014, provided that USA Compression Holdings continues to participate in the DRIP through that same period. The effective purchase price of $178.5 million reflects customary effective-date adjustments such as a $3.4 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. 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	(3,374		)
*Total consideration*	$	178,545

Trucks and Trailers	$	2,158
Compression equipment	117,784
Computers	23
Intangibles
Customer relationships	6,700
Non-compete	900
Total intangibles	7,600
Goodwill	50,980
*Allocation of Purchase Consideration*	$	178,545

Expenses associated with acquisition activities and transaction activities related to the S&R Acquisition for the year ended December 31, 2013 were $2.1 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 for the customer relationships asset and the with-and-without method for 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 $51.0 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 the Partnership 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 the 4-year term of the agreement.

The Partnership recorded a purchase price adjustment of $292,496 related to S&R Acquisition expenses during the fourth quarter of 2013, increasing the amount of goodwill recorded on the December 31, 2013 balance sheet, included in amounts noted above.

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 December 31, 2013, the S&R Acquisition accounted for $14.5 million of revenue, $4.4 million of direct operating expenses and $3.7 million of depreciation and amortization, resulting in $6.4 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, 2011. The financial information was derived from the Partnership’s audited historical consolidated financial statements for the years ended December 31, 2013, 2012 and 2011, S&R’s audited historical consolidated financial statements for the years ended December 31, 2012 and 2011, and S&R’s unaudited interim financial statements from January 1, 2013 through August 30, 2013.

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 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):

	Year Ended December 31,
	2013		2012		2011
					(unaudited)
Total revenues	$	176,254	$	143,985	$	115,890
Net income (loss)	15,919		8,312		(3,504		)
Net income allocated to:
General partner’s interest in net income (1)	318		—		—
Common units interest in net income (1)	10,054		—		—
Subordinated units interest in net income (1)	5,546		—		—
Basic and diluted net income per common unit (1)	$	0.39	—		—
Basic and diluted net income per subordinated unit (1)	$	0.39	—		—

(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 or 2011 period.

In preparing 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 $27.1 million, $25.2 million and $17.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. Incremental operating costs related to the S&R Acquisition were $12.2 million, $12.4 million and $9.5 million for the years ended December 31, 2013, 2012 and 2011, 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 $9.7 million for the years ended December 30, 2013, 2012 and 2011.

(c) Incremental transaction expenses related to the S&R Acquisition were $2.1 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 $90,000, $111,000 and $138,000 for the years ended December 31, 2013, 2012 and 2011, 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=25497992&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=25497992&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=25497992&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=25497992&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=25497992&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=25497992&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 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463

Reference 15: 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

+ Details

Long-Term Debt

12 Months Ended

Dec. 31, 2013

Long-Term Debt

Long-Term Debt

(5) Long-Term Debt

The long-term debt of the Partnership consisted of the following at December 31 (in thousands):

	2013		2012
Senior debt	$	420,933	$	502,266

(a) Senior Debt

On December 23, 2010, the Partnership entered into a Third Amended and Restated Credit Agreement. Borrowing availability under this senior debt facility was limited to the lesser of the $400 million committed facility amount and a borrowing base defined in the credit agreement. The senior debt facility was evidenced by notes issued to each of several lenders named in the credit agreement, was secured by a first priority lien against the assets of the Partnership and matured on October 5, 2015. Interest on debt issued under the facility was due and payable in arrears and calculated, at the option of the Partnership, on either a floating rate basis, payable monthly or a LIBOR basis, payable at the end of the applicable LIBOR period (1, 2, 3, or 6 months), but no less frequently than quarterly. LIBOR borrowings bore interest at LIBOR for the applicable period plus a margin of 3.00% to 3.75% based on the leverage ratio of the Partnership’s amount outstanding under this facility to consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) as defined in the credit agreement. Floating rate borrowings bore interest at a rate per annum that is the higher of the bank prime rate or the federal funds rate plus 0.50%, without additional margin. Generally, the Partnership has maintained several tranches of LIBOR and floating rate borrowings at any time. In addition, the Partnership paid an annual administration fee and an unused commitment fee of 0.50%. The $400 million facility included a $20 million sub-line for issuing letters of credit for a fee at a per annum rate equal to the margin for LIBOR borrowings on the average daily undrawn stated amount of each letter of credit issued under the facility. The Partnership paid various loan fees and incurred costs in respect of the Third Amended and Restated Credit Agreement in the amount of $5.1 million in 2010.

On June 6, 2011, the Partnership entered into the first amendment to the credit agreement converting each reference to “USA Compression Holdings, LP” to “USA Compression Partners, LP” and each reference to USA Compression Holdings, LP as a “Texas limited partnership” in the credit agreement or any other loan document to be a reference to USA Compression Partners, LP as a “Delaware limited partnership.”

On November 16, 2011, the Partnership entered into the second amendment to the credit agreement whereby the aggregate commitment under the facility increased from $400 million to $500 million and reduced the applicable margin for LIBOR loans to a range of 200 to 275 basis points above LIBOR, depending on the Partnership’s leverage ratio. In addition, the unused commitment fee was reduced to 0.375%. The Partnership paid various loan fees and incurred costs in respect of the first and second amendment to the credit agreement in the amount of $1.1 million in 2011.

On June 1, 2012, the Partnership entered into the third amendment to the credit agreement whereby the aggregate commitment under the facility increased from $500 million to $600 million. In addition, on June 1, 2012, the Partnership entered into the Fourth Amended and Restated Credit Agreement in order to provide a covenant structure that is more appropriate for a public company than was 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. This amended and restated credit agreement became effective on January 18, 2013, the closing date of the Partnership’s initial public offering, continued to be secured by a first priority lien against our assets and had a scheduled maturity of October 5, 2015. 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 would apply. The Partnership paid various loan fees and incurred costs in respect of the third amendment to the credit agreement and the Fourth Amended and Restated Credit Agreement in the amount of $1.6 million, in 2012.

On December 13, 2013, the Partnership entered into the Fifth Amended and Restated Credit Agreement whereby the aggregate commitment under the facility increased from $600 million to $850 million (subject to availability under our borrowing base and a further potential increase of $100 million) and reduced the applicable margin for LIBOR loans to a range of 150 to 225 basis points above LIBOR, depending on the Partnership’s leverage ratio. The revolving credit facility is secured by a first priority lien against the Partnership’s assets and matures on December 13, 2018, at which point all amounts outstanding will become due.

The Fifth Amended and Restated Credit Agreement permits us to make distributions of available cash to unitholders so long as (a) no default under the facility has occurred, is continuing 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 million. In addition, the amended and restated credit agreement contains various covenants that may limit, among other things, the Partnership’s ability to(subject to exceptions):

· grant liens;

· make certain loans or investments;

· incur additional indebtedness or guarantee other indebtedness;

· enter into transactions with affiliates;

· merge or consolidate;

· sell the Partnership’s assets; or

· make certain acquisitions

The Fifth Amended and Restated Credit Agreement also contains various financial covenants, including 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 annualized trailing three months of (a) 5.50 to 1.0, with respect to any fiscal quarter ending on or after December 13, 2013, the closing date of the amended credit facility, through June 30, 2015 or (b) 5.00 to 1.0, with respect to the fiscal quarter ending September 30, 2015 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 a default exists under the revolving credit facility, the lenders will be able to accelerate the maturity on the amount then outstanding and exercise other rights and remedies.

The Partnership paid various loan fees and incurred costs in respect of the Fifth Amended and Restated Credit Agreement in the amount of $3.0 million in 2013, which were capitalized to loan costs and will be amortized through December 2018. The Partnership wrote off $0.3 million in 2013 related to certain third parties that exited the credit facility.

As of December 31, 2013 and 2012, the Partnership was in compliance with all of its covenants under the current credit agreement.

At December 31, 2013, the Partnership had outstanding borrowings of $420.9 million and borrowing availability under the revolving credit facility of $264.6 million. The borrowing base consists of eligible accounts receivable, inventory and compression units. The largest component, representing 94% and 96% of the borrowing base at December 31, 2013 and 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 Partnership’s effective interest rate in effect for all borrowings under its revolving credit facility at December 31, 2013 and 2012, was 2.17% and 2.96%, respectively, and an average interest rate of 2.43% and 2.99%, excluding the effects from the interest rate swap instruments discussed below for 2012, for the year then ended, respectively. There were no letters of credit issued at December 31, 2013 and 2012.

The senior debt facility expires in December 2018 and the Partnership expects to maintain this 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 million. As the remittances do not automatically reduce the debt outstanding absent the occurrence of a default or a reduction in excess availability below $20 million, the debt has been classified as long-term at December 31, 2013 and 2012.

Maturities of long-term debt (in thousands):

Year ending December 31,
2014	—
2015	—
2016	—
2017	—
2018	420,933
Total Debt	$	420,933

(b) Hedging and Use of Derivative Instruments

During 2012, the Partnership had only limited involvement with derivative financial instruments and used them principally to manage well-defined interest rate risk. Interest rate swap agreements are used to reduce the potential impact of fluctuations in interest rates on variable rate long-term debt. The swaps were not used for trading or speculative purposes.

In November 2008, the Partnership entered into an interest rate swap agreement expiring October 5, 2012 for a notional amount of $75 million. In May 2009, the Partnership entered into an interest rate swap agreement expiring June 1, 2012 for a notional amount of $35 million. In August 2009, the Partnership entered into an interest rate swap agreement expiring August 1, 2012 for a notional amount of $30 million.

As of December 31, 2011, the Partnership did not designate these interest rate swaps as cash flow hedges.

The swap agreements entitled the Partnership to pay or receive from the counter-party, monthly, the amount by which the counter-party’s variable rate (reset monthly) was less than or exceeded the Partnership’s fixed rate under the agreements with respect to the notional amount. Under the swaps, the Partnership received fixed rates of 3%, 1.9% and 2.055% on the notional amounts of $75 million, $35 million and $30 million, respectively, in exchange for a floating rate tied to the BBA London Interbank Offering Rate (“LIBOR”). The swaps minimized interest rate exposure on the revolving senior debt facility, and in effect, converted variable interest payments on the aggregate notional amount to fixed interest payments. Amounts paid or received from the interest rate swap were charged or credited to interest expense and matched with the cash flow and interest expense of the senior debt being hedged, resulting in an adjustment to the effective interest rate. The swap payments for the years ended December 31, 2012 and 2011 were $2.3 million and $3.3 million, respectively. During 2012 and 2011, interest expense was reduced by $2.2 million and $2.6 million, respectively, due to changes in the fair value of the interest rate swaps.

Partner's Capital

12 Months Ended

Dec. 31, 2013

Partner's Capital

Partner's Capital

(6) Partner’s Capital

As of February 18, 2014, USAC Compression Holdings held 5,337,977 common units and 14,048,588 subordinated units and USA Compression GP, LLC held a 2% general partner interest and the incentive distribution rights (“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 (each as defined in the Partnership’s 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 the Partnership has 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 the 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 the 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

The General Partner holds the IDRs. The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and the General Partner based on the specified target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the General Partner and the unitholders in any available cash from operating surplus the Partnership distributes 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 the General Partner include its 2.0% general partner interest, assume the 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
	Distributions 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	%

Cash Distributions

The Partnership has declared quarterly distributions per unit to unitholders of record, including holders of common and subordinated units and the 2% general partner interest held by the General Partner as follows (in millions, except distribution per unit):

	Distribution per			Amount Paid to		Amount Paid to		Amount Paid to
	Limited Partner			Common		Subordinated		General		Total
Payment Date	Unit			Unitholders		Unitholder		Partner		Distribution
May 15, 2013	$	0.348	(1)	$	5.2	$	4.9	$	0.2	$	10.3
August 14, 2013	0.44			6.7		6.2		0.3		13.2
November 14, 2013	0.46			10.6		6.5		0.3		17.4

(1) Prorated to reflect 72 days of quarterly cash distribution rate of $0.435 per unit.

The Partnership’s partnership agreement requires that, within 45 days after the end of each quarter, the Partnership distribute all of its available cash (as defined in the partnership agreement) to the partners of record on the applicable record date. Certain limited partners, including USA Compression Holdings, and Argonaut Private Equity and certain related parties, 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 $6.3 million, $8.1 million and $11.9 million for the first, second and third quarter of 2013, respectively.

On January 23, 2014, the Partnership announced a cash distribution of $0.48 per unit on its common units and subordinated units. The distribution was paid on February 14, 2014 to unitholders of record as of the close of business on February 4, 2014. USA Compression Holdings, the owner of 50.6% of the Partnership’s outstanding limited partner interests, and Argonaut Private Equity and certain related parties, the owners of 19.3% of the Partnership’s outstanding limited partner interests, elected to reinvest all of this distribution with respect to their units pursuant to the Partnership’s DRIP. Following the issuance of common units under the DRIP, USAC Compression Holdings owned 50.9% of the Partnership’s outstanding limited partner interests, and Argonaut Private Equity and the related parties participating in the DRIP, owned 19.4% of the Partnership’s outstanding limited partner interests.

Earnings Per Common and Subordinated Unit

The computations of earnings per common unit and subordinated unit are based on the weighted average number of common units and subordinated units, respectively, outstanding during the applicable period. The Partnership’s subordinated units meet the definition of a participating security; therefore, the Partnership is required to use the two-class method in the computation of earnings per unit. Basic earnings per common unit and subordinated unit are determined by dividing net income allocated to the common units and subordinated units, respectively, after deducting the amount allocated to the Partnership’s general partner (including distributions to the general partner on its IDRs), by the weighted average number of outstanding common units 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 units and subordinated units. The Partnership’s 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 fourth quarter of 2013 did not exceed the specified targets.

Unit-Based Compensation

12 Months Ended

Dec. 31, 2013

Unit-Based Compensation

Unit-Based Compensation

(7) Unit-Based Compensation

Class B Units

During 2011 and 2013, USA Compression Holdings, LLC issued to certain employees and members of its management, who provide services to the Partnership, Class B nonvoting units. These Class B units are liability-classified profits interest awards which have a service condition.

The holders of Class B units in USA Compression Holdings, LLC are entitled to a cash payment of 10% of net proceeds primarily from a monetization event, as defined under the provisions of the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, or the Holdings Operating Agreement, related to these Class B unit awards, in excess of USA Compression Holdings, LLC’s Class A unitholder’s capital contributions and an 8% cumulative annual dividend (both of which are due upon a monetization event) to the extent of vested units over total units of the respective class. Each holder of Class B units is then allocated their pro-rata share of the respective class of unit’s entitlement based on the number of units held over the total number of units in that class of units. The Class B units vest 25% on the first anniversary date of the grant date and then monthly for the next three years (at the rate of 1/48 per month) subject to certain continued employment. Half of the remaining vesting was achieved in connection with the Partnership’s IPO. The units have no expiry date provided the employee remains employed with USA Compression Holdings, LLC or one of its subsidiaries.

The Class B units vesting schedule consisted of the following at December 31 (in thousands, except unit amounts):

	Class B Interest Units
	Grant date fair value per unit		Vested		Unvested		Unit-based compensation expense
Balance of awards as of December 31, 2010			—		1,000,000
Issuance of profit interest units	$	—	—		187,500
Vesting			250,000		(250,000	)
Forfeitures			—		—
Balance of awards as of December 31, 2011			250,000		937,500
Expense recorded in 2011							$	—
Issuance of profit interest units	$	—	—		—
Vesting			320,313		(320,313	)
Forfeitures			—		—
Balance of awards as of December 31, 2012			570,313		617,187
Expense recorded in 2012							$	—
Issuance of profit interest units	$	—	—		187,500
Vesting			531,250		(531,250	)
Forfeitures			(62,500	)	(62,500	)
Balance of awards as of December 31, 2013			1,039,063		210,937
Expense recorded in 2013							$	—

Fair value of the Class B units is based on enterprise value calculated by a predetermined formula. As of December 31, 2013, there was no unit-based compensation expense or liability that has been recorded related to these Class B units.

The Partnership’s IPO constituted a qualified public offering for purposes of certain vesting provisions of the employee holder’s Class B Units, which resulted in 50% of certain employee’s unvested Class B Units vesting. Any remaining unvested Class B Units generally (i) vest 25% percent on the first anniversary dated of the grant date and (ii) with respect to the remaining Class B Units, will vest monthly for the next three years (at the rate of 1/48 per month) subject to the employee’s continued employment on each applicable vesting date. If any employee holder’s employment is terminated by the Partnership’s general partner without cause or the employee resigns for good reason, the remaining unvested Class B Units will vest in full. As used in the Holdings Operating Agreement, “good reason” and “cause” have the meanings set forth in each employee’s employment agreement.

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. Awards that are forfeited, cancelled, paid or otherwise terminate or expire without the actual delivery of units will be available for delivery pursuant to other awards. The LTIP is administered by the Board or a committee thereof.

During the year ended December 31, 2013, an aggregate of 269,521 phantom units (including the corresponding distribution equivalent rights) were granted under the LTIP to the General Partner’s executive officers and employees and independent directors. 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, for employees, one-third of each award vests on the first, second, and third anniversaries of the date of grant. Grants of phantom units to the independent directors of the General Partner generally vest in full on the one year anniversary of the grant date. 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 the General Partner’s executive officers, employees and independent directors was $4.7 million, based on the market price per unit on the date of grant, less any forfeitures. This amount will be recognized as compensation cost on a straight-line basis over the requisite service period. The 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 year ended December 31, 2013, the Partnership recognized $1.3 million of compensation expense associated with these awards, net of expense related to forfeited units.

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	269,521	19.96
Vested	3,816	19.65
Forfeited	35,714	19.60
Phantom units outstanding at December 31, 2013	229,991	$	20.02

(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 $3.3 million at December 31, 2013. We expect to recognize the unrecognized compensation cost for these awards on a weighted-average basis over a period of 2.1 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.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies

Commitments and Contingencies

(9) Commitments and Contingencies

(a) Operating Leases

Rent expense for office space, warehouse facilities and certain corporate equipment for the years ended December 31, 2013, 2012 and 2011 was $1.6 million, $1.1 million and $0.8 million, respectively. Commitments for future minimum lease payments for non-cancelable leases are as follows (in thousands):

2014	$	1,083
2015	959
2016	852
2017	785
2018	632
Thereafter	611
	$	4,922

(b) Operating Lease Facility

On August 4, 2009, the Partnership entered into an operating lease facility with Caterpillar Financial Services Corporation (“CFSC”), whereby the Partnership had the ability to lease compression equipment with an aggregate value of up to $45 million. The Partnership paid commitment and arrangement fees of $0.2 million. As part of the facility, the Partnership would pay 150 basis points, amended December 23, 2010 to 220 basis points, on the value of the equipment for each lease as funded. The facility was available for leases with inception dates up to and including June 30, 2011, subject to renewals at the discretion of CFSC, and mitigated the need to use available capacity under the existing senior debt facility. Each compressor leased under this facility had a lease term of one hundred twenty (120) months with a buyout option of 25% of cost which approximated fair value at the end of the lease term. At the end of the lease term, the Partnership also had an option to extend the lease term for an additional period of sixty (60) months at an adjusted rate equal to the fair market rate at the time. In the event the Partnership elected not to exercise the buyout or renewal option, the equipment was to be returned in a manner fit for use at the end of the lease term. In addition to the fair value buyout option at the end of the lease term, early buyout option provisions existed at month sixty (60) and at month eighty four (84) of the one hundred twenty (120) month lease term.

On December 15, 2011, the Partnership purchased all the compression units previously leased from CFSC for $43 million and terminated all the lease schedules and covenants under the facility. This purchase was funded by additional borrowings under the revolving credit facility. Lease expense under the terms of the facility for the year ended December 31, 2011 was $4.1 million. There are no commitments for future minimum lease payments as the lease schedules have been terminated.

(c) Major Customers

The Partnership had revenue from one customer representing 14.3%, 14.5% and 15.9% of total revenue for the years ended December 31, 2013, 2012 and 2011, respectively.

(d) Litigation

The Partnership may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on the Partnership’s consolidated financial position, results of operations or cash flows.

Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2013

Selected Quarterly Financial Data (Unaudited)

Selected Quarterly Financial Data (Unaudited)

(10) Selected Quarterly Financial Data (Unaudited)

In the opinion of the Partnership’s management, the summarized quarterly financial data below (in thousands, except per unit amounts) contains all appropriate adjustments, all of which are normally recurring adjustments, considered necessary to present fairly the Partnership’s financial position and the results of operations for the respective periods.

	March 31, 2013		June 30, 2013		September 30, 2013 (2)		December 31, 2013
Revenue	$	32,604	$	33,310	$	38,362	$	48,642
Gross profit (1)	22,184		23,179		26,440		33,018
Net income	2,521		2,401		1,712		4,437
Income per common and subordinated unit — basic	$	0.07	$	0.08	$	0.05	$	0.12
Income per common unit — diluted	0.07		0.08		0.05		0.12

	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012
Revenue	$	27,124	$	28,870	$	31,021	$	31,771
Gross profit	18,103		19,748		21,237		21,903
Net income	1,243		997		1,316		948
Net income allocated to general partner	12		10		13		10
Net income available for limited partners	1,231		987		1,303		938

(1) Gross profit is defined as revenue less cost of operations, exclusive of depreciation and amortization expense.

(2) During the third quarter of 2013, we completed the S&R Acquisition (see Note 3).

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies

Cash and Cash Equivalents

(a) Cash and Cash Equivalents

Trade Accounts Receivable

(b) Trade Accounts Receivable

Inventories

(c) Inventories

Property and Equipment

(d) Property and Equipment

Compression equipment		25 years
Furniture and fixtures		7 years
Vehicles and computer equipment		3 - 7 years
Leasehold improvements		5 years

Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $49.7 million, $38.9 million and $29.7 million, respectively.

Impairments of Long-Lived Assets

(e) Impairments of Long-Lived Assets

Revenue Recognition

(f) Revenue Recognition

Income Taxes

(g) Income Taxes

Fair Value Measurements

(h) Fair Value Measurements

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.

Pass Through Taxes

(i) Pass Through Taxes

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

Use of Estimates

(j) Use of Estimates

Intangible Assets

(k) Intangible Assets

As of December 31, 2013, intangible assets 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	(2,512		)	(624		)	(75		)	(3,211		)
Balance at December 31, 2013	$	71,388		$	13,728		$	825		$	85,941

Year Ending December 31,	Total
2014	$	3,584
2015	3,584
2016	3,584
2017	3,509
2018	3,359

Goodwill

(l) Goodwill

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies

Schedule of estimated useful lives of assets

Compression equipment		25 years
Furniture and fixtures		7 years
Vehicles and computer equipment		3 - 7 years
Leasehold improvements		5 years

Schedule of intangible assets

As of December 31, 2013, intangible assets 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	(2,512		)	(624		)	(75		)	(3,211		)
Balance at December 31, 2013	$	71,388		$	13,728		$	825		$	85,941

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
2014	$	3,584
2015	3,584
2016	3,584
2017	3,509
2018	3,359

Acquisition (Tables)

12 Months Ended

Dec. 31, 2013

Acquisition

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	(3,374		)
*Total consideration*	$	178,545

Trucks and Trailers	$	2,158
Compression equipment	117,784
Computers	23
Intangibles
Customer relationships	6,700
Non-compete	900
Total intangibles	7,600
Goodwill	50,980
*Allocation of Purchase Consideration*	$	178,545

Summary of pro forma financial information

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

	Year Ended December 31,
	2013		2012		2011
					(unaudited)
Total revenues	$	176,254	$	143,985	$	115,890
Net income (loss)	15,919		8,312		(3,504		)
Net income allocated to:
General partner’s interest in net income (1)	318		—		—
Common units interest in net income (1)	10,054		—		—
Subordinated units interest in net income (1)	5,546		—		—
Basic and diluted net income per common unit (1)	$	0.39	—		—
Basic and diluted net income per subordinated unit (1)	$	0.39	—		—

(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 or 2011 period.

Partner's Capital (Tables)

12 Months Ended

Dec. 31, 2013

Partner's Capital

Schedule of percentage allocations of available cash from operating surplus between the unitholders and general partner

	Total Quarterly	Marginal Percentage Interest in Distributions
	Distributions 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	%

Schedule of cash distributions

	Distribution per			Amount Paid to		Amount Paid to		Amount Paid to
	Limited Partner			Common		Subordinated		General		Total
Payment Date	Unit			Unitholders		Unitholder		Partner		Distribution
May 15, 2013	$	0.348	(1)	$	5.2	$	4.9	$	0.2	$	10.3
August 14, 2013	0.44			6.7		6.2		0.3		13.2
November 14, 2013	0.46			10.6		6.5		0.3		17.4

(1) Prorated to reflect 72 days of quarterly cash distribution rate of $0.435 per unit.

Unit-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Unit-Based Compensation

Schedule of activity capital interest units activity

The Class B units vesting schedule consisted of the following at December 31 (in thousands, except unit amounts):

	Class B Interest Units
	Grant date fair value per unit		Vested		Unvested		Unit-based compensation expense
Balance of awards as of December 31, 2010			—		1,000,000
Issuance of profit interest units	$	—	—		187,500
Vesting			250,000		(250,000	)
Forfeitures			—		—
Balance of awards as of December 31, 2011			250,000		937,500
Expense recorded in 2011							$	—
Issuance of profit interest units	$	—	—		—
Vesting			320,313		(320,313	)
Forfeitures			—		—
Balance of awards as of December 31, 2012			570,313		617,187
Expense recorded in 2012							$	—
Issuance of profit interest units	$	—	—		187,500
Vesting			531,250		(531,250	)
Forfeitures			(62,500	)	(62,500	)
Balance of awards as of December 31, 2013			1,039,063		210,937
Expense recorded in 2013							$	—

Summary of information regarding phantom unit awards

	Number of Units	Weighted-Average Grant Date Fair Value per Unit(1)
Phantom units outstanding at December 31, 2012	—	$	—
Granted	269,521	19.96
Vested	3,816	19.65
Forfeited	35,714	19.60
Phantom units outstanding at December 31, 2013	229,991	$	20.02

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

Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Selected Quarterly Financial Data (Unaudited)

Summary of quarterly financial data

	March 31, 2013		June 30, 2013		September 30, 2013 (2)		December 31, 2013
Revenue	$	32,604	$	33,310	$	38,362	$	48,642
Gross profit (1)	22,184		23,179		26,440		33,018
Net income	2,521		2,401		1,712		4,437
Income per common and subordinated unit — basic	$	0.07	$	0.08	$	0.05	$	0.12
Income per common unit — diluted	0.07		0.08		0.05		0.12

	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012
Revenue	$	27,124	$	28,870	$	31,021	$	31,771
Gross profit	18,103		19,748		21,237		21,903
Net income	1,243		997		1,316		948
Net income allocated to general partner	12		10		13		10
Net income available for limited partners	1,231		987		1,303		938

(1) Gross profit is defined as revenue less cost of operations, exclusive of depreciation and amortization expense.

(2) During the third quarter of 2013, we completed the S&R Acquisition (see Note 3).

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash and cash equivalents
cash balances	$ 7,000	$ 7,000	$ 3,000	$ 3,000
Trade accounts receivable
Allowance for doubtful account	246,410	259,638
Property and equipment
Depreciation expense	49,700,000	$ 38,900,000	$ 29,700,000
Impairments of Long-Lived Assets
Impairment of compression equipment	$ 203,000
Overhauls and major improvements \| Minimum
Property and equipment
Estimated useful lives	3 years
Overhauls and major improvements \| Maximum
Property and equipment
Estimated useful lives	5 years
Compression equipment
Property and equipment
Estimated useful lives	25 years
Furniture and fixtures
Property and equipment
Estimated useful lives	7 years
Vehicles and computer equipment \| Minimum
Property and equipment
Estimated useful lives	3 years
Vehicles and computer equipment \| Maximum
Property and equipment
Estimated useful lives	7 years
Leasehold improvements
Property and equipment
Estimated useful lives	5 years

Summary of Significant Accounting Policies (Details 4) $ in Thousands	12 Months Ended
	Dec. 31, 2013 USD ($)
Intangible assets, net
Balance at the beginning	$ 81,552
Additions - S&R Acquisition	7,600
Amortization	(3,211)
Balance at the end	85,941
Expected amortization of the intangible assets for each of the five succeeding years
2014	3,584
2015	3,584
2016	3,584
2017	3,509
2018	$ 3,359
Minimum
Intangible assets, net
Estimated useful lives	4 years
Maximum
Intangible assets, net
Estimated useful lives	30 years
Customer relationships
Intangible assets, net
Balance at the beginning	$ 67,200
Additions - S&R Acquisition	6,700
Amortization	(2,512)
Balance at the end	71,388
Trade names
Intangible assets, net
Balance at the beginning	14,352
Amortization	(624)
Balance at the end	13,728
Non-compete
Intangible assets, net
Additions - S&R Acquisition	900
Amortization	(75)
Balance at the end	$ 825

Acquisition (Details) - USD ($)		3 Months Ended	4 Months Ended	12 Months Ended
Acquisition (Details) - USD ($)	Aug. 30, 2013	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Purchase price allocation
Goodwill		$ 208,055,000	$ 208,055,000	$ 208,055,000	$ 157,075,000
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				$ 318,000
Limited partner \| Common units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income				$ 10,054,000
Basic and diluted net income (in dollars per unit)				$ 0.39
Limited partner \| Subordinated units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income				$ 5,546,000
Basic and diluted net income (in dollars per unit)				$ 0.39
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	$ 181,919,000
Less cash received for working capital adjustment	(3,374,000)
Total consideration	178,545,000
Purchase price allocation
Total intangibles	7,600,000
Goodwill	50,980,000
Allocation of Purchase Consideration	178,545,000
Expenses associated with acquisition activities and transaction activities		2,100,000	2,100,000	$ 2,100,000
Fair value of assets acquired	127,600,000
Purchase price adjustments		$ 292,496
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Revenue			14,500,000
Direct operating expenses			4,400,000
Depreciation and amortization			3,700,000
Net income (loss)			$ 6,400,000
Total revenues				176,254,000	143,985,000	$ 115,890,000
Net income				15,919,000	8,312,000	(3,504,000)
Incremental revenue adjustments				27,100,000	25,200,000	17,200,000
Incremental operating costs				12,200,000	12,400,000	9,500,000
Incremental depreciation and amortization				9,700,000	9,700,000	9,700,000
Incremental transaction expenses				2,100,000
Estimated incremental interest expense reductions due to payment of revolving credit facility				$ 90,000	$ 111,000	$ 138,000
S&R \| Trucks and Trailers
Purchase price allocation
Plant, property and equipment	2,158,000
S&R \| Compression equipment
Purchase price allocation
Plant, property and equipment	117,784,000
S&R \| Computer equipment
Purchase price allocation
Plant, property and equipment	23,000
S&R \| Customer relationships
Purchase price allocation
Total intangibles	$ 6,700,000
Amortization period	20 years
S&R \| Non-compete
Purchase price allocation
Total intangibles	$ 900,000
Amortization period	4 years

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Property and Equipment
Property and Equipment, gross	$ 969,757	$ 678,142
Less accumulated depreciation and amortization	(116,791)	(68,012)
Property and Equipment, net	852,966	610,130
Accounts payable and accrued liabilities
Property and Equipment
Purchases of property and equipment	15,800	5,900
Compression equipment
Property and Equipment
Property and Equipment, gross	950,823	666,811
Furniture and fixtures
Property and Equipment
Property and Equipment, gross	706	439
Automobiles and vehicles
Property and Equipment
Property and Equipment, gross	12,476	7,588
Computer equipment
Property and Equipment
Property and Equipment, gross	5,636	3,206
Leasehold improvements
Property and Equipment
Property and Equipment, gross	$ 116	$ 98

Long-Term Debt (Details) - USD ($) $ in Thousands					12 Months Ended
Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 13, 2013	Jun. 01, 2012	Nov. 16, 2011	Dec. 23, 2010	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Long-term debt
Long-term debt					$ 420,933
Payment of loan fees and costs in respect of amendment of debt					3,048	$ 1,835	$ 1,336
Maturities of long term debt
Total debt					420,933
Letters of credit
Long-term debt
Maximum borrowing capacity under the credit agreement after amendment				$ 20,000
Outstanding amount					0	0
Letters of credit \| LIBOR
Long-term debt
Variable basis rate				LIBOR
Senior debt
Long-term debt
Long-term debt					420,933	502,266
Maximum borrowing capacity under the credit agreement after amendment	$ 850,000	$ 600,000	$ 500,000	$ 400,000
Annual administration fee and an unused commitment fee (as a percent)			0.375%	0.50%
Payment of loan fees and costs in respect of amendment of debt					3,000	$ 1,600	$ 1,100	$ 5,100
Amount written off					300
Maximum borrowing capacity under the credit agreement before amendment		$ 500,000	$ 400,000
Amount of further potential increase in maximum capacity	$ 100,000
Minimum borrowing availability immediately after giving effect to distribution					$ 20,000
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
Effective interest rate (as a percent)					2.17%	2.96%
Borrowing availability					$ 264,600
Borrowing base percentage representing eligible compression units					94.00%	96.00%
Average interest rate (as a percent)					2.43%	2.99%
Excess capacity, if below, entity is required to use remittances from customers to reduce borrowings under the facility					$ 20,000
Maturities of long term debt
2018					420,933
Total debt					$ 420,933	$ 502,266
Senior debt \| Fiscal quarter ending on or after December 13, 2013 through June 30, 2015
Long-term debt
Maximum Funded debt to EBITDA ratio					5.50
Senior debt \| Fiscal quarter ending September 30, 2015 and each fiscal quarter thereafter
Long-term debt
Maximum Funded debt to EBITDA ratio					5.00
Senior debt \| Floating rate
Long-term debt
Variable basis rate				floating rate basis
Senior debt \| Prime rate
Long-term debt
Variable basis rate				prime rate
Senior debt \| Federal funds rate
Long-term debt
Variable basis rate				federal funds rate
Applicable margin above LIBOR (as a percent)				0.50%
Senior debt \| LIBOR
Long-term debt
Variable basis rate	LIBOR	LIBOR	LIBOR	LIBOR
Senior debt \| LIBOR \| Minimum
Long-term debt
Applicable margin above LIBOR (as a percent)	1.50%	1.75%	2.00%	3.00%
Senior debt \| LIBOR \| Maximum
Long-term debt
Applicable margin above LIBOR (as a percent)	2.25%	2.50%	2.75%	3.75%

Partner's Capital (Details) $ / shares in Units, $ in Millions								3 Months Ended			12 Months Ended
	Feb. 18, 2014 shares	Feb. 14, 2014	Feb. 04, 2014	Jan. 23, 2014 $ / shares	Nov. 14, 2013 USD ($) $ / shares	Aug. 14, 2013 USD ($) $ / shares	May 15, 2013 USD ($) item $ / shares	Sep. 30, 2013 USD ($)	Jun. 30, 2013 USD ($)	Mar. 31, 2013 USD ($)	Dec. 31, 2013 item $ / shares shares
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)											$ 1.25
Cash Distributions
Cash Distributions
Total Distribution \| $					$ 17.4	$ 13.2	$ 10.3
Subordinated Units
Partner's capital
Partners' capital (in units) \| shares	14,048,588
Common Units
Partner's capital
Partners' capital (in units) \| shares	5,337,977
Limited partner interest
Cash Distributions
Period for determining prorated quarterly cash distribution rate \| item							72
Minimum Quarterly Distribution (in dollars per unit)							$ 0.435
Limited partner interest \| Subordinated Units
Partner's capital
Partners' capital (in units) \| shares											14,049,000
Limited partner interest \| Subordinated Units \| Cash Distributions
Cash Distributions
Total Distribution \| $					$ 6.5	$ 6.2	$ 4.9
Limited partner interest \| Incentive Distribution Rights \| Minimum Quarterly Distribution
Cash Distributions
Marginal percentage interest in distributions											98.00%
Limited partner interest \| Incentive Distribution Rights \| First Target Distribution
Cash Distributions
Marginal percentage interest in distributions											98.00%
Limited partner interest \| Incentive Distribution Rights \| Second Target Distribution
Cash Distributions
Marginal percentage interest in distributions											85.00%
Limited partner interest \| Incentive Distribution Rights \| Third Target Distribution
Cash Distributions
Marginal percentage interest in distributions											75.00%
Limited partner interest \| Incentive Distribution Rights \| Thereafter
Cash Distributions
Marginal percentage interest in distributions											50.00%
Limited partner interest \| Common and Subordinated Units
Cash Distributions
Cash distribution announced per unit (in dollars per share)				$ 0.48
Limited partner interest \| Common and Subordinated Units \| Cash Distributions
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)					$ 0.46	$ 0.44	$ 0.348
Limited partner interest \| Common Units
Partner's capital
Partners' capital (in units) \| shares											23,562,000
Limited partner interest \| Common Units \| Cash Distributions
Cash Distributions
Total Distribution \| $					$ 10.6	$ 6.7	$ 5.2
General partner interest
Partner's capital
General Partner, interest (as a percent)											2.00%
General partner interest \| Cash Distributions
Cash Distributions
Total Distribution \| $					$ 0.3	$ 0.3	$ 0.2
General partner interest \| Cash Distributions \| Maximum
Cash Distributions
Number of days after quarter end when cash distributions are to be made											45 days
General partner interest \| Incentive Distribution Rights \| Minimum Quarterly Distribution
Cash Distributions
Quarterly distribution per unit (in dollars per share)											$ 0.425
Marginal percentage interest in distributions											2.00%
General partner interest \| Incentive Distribution Rights \| First Target Distribution
Cash Distributions
Marginal percentage interest in distributions											2.00%
General partner interest \| Incentive Distribution Rights \| First Target Distribution \| Maximum
Cash Distributions
Quarterly distribution per unit (in dollars per share)											$ 0.4888
General partner interest \| Incentive Distribution Rights \| Second Target Distribution
Cash Distributions
Marginal percentage interest in distributions											15.00%
General partner interest \| Incentive Distribution Rights \| Second Target Distribution \| Minimum
Cash Distributions
Quarterly distribution per unit (in dollars per share)											$ 0.4888
General partner interest \| Incentive Distribution Rights \| Second Target Distribution \| Maximum
Cash Distributions
Quarterly distribution per unit (in dollars per share)											$ 0.5313
General partner interest \| Incentive Distribution Rights \| Third Target Distribution
Cash Distributions
Marginal percentage interest in distributions											25.00%
General partner interest \| Incentive Distribution Rights \| Third Target Distribution \| Minimum
Cash Distributions
Quarterly distribution per unit (in dollars per share)											$ 0.5313
General partner interest \| Incentive Distribution Rights \| Third Target Distribution \| Maximum
Cash Distributions
Quarterly distribution per unit (in dollars per share)											$ 0.6375
General partner interest \| Incentive Distribution Rights \| Thereafter
Cash Distributions
Marginal percentage interest in distributions											50.00%
General partner interest \| Incentive Distribution Rights \| Thereafter \| Minimum
Cash Distributions
Quarterly distribution per unit (in dollars per share)											$ 0.6375
USA Compression Holdings, LLC \| Subordinated Units \| Minimum Quarterly Distribution
Cash Distributions
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 \| Limited partner interest
Cash Distributions
Ownership interest (as a percent)		50.90%	50.60%
USA Compression Holdings, LLC \| Limited partner interest \| Common Units
Cash Distributions
Non-cash distributions \| $								$ 11.9	$ 8.1	$ 6.3
USA Compression Holdings, LLC \| General partner interest
Partner's capital
General Partner, interest (as a percent)	2.00%
Argonaut and affiliates \| Limited partner interest
Cash Distributions
Ownership interest (as a percent)		19.40%	19.30%

Unit-Based Compensation (Details) - USA Compression Holdings, LLC	12 Months Ended
	Dec. 31, 2013 USD ($) item shares	Dec. 31, 2012 shares	Dec. 31, 2011 shares
Class B Interest Units
Unit-based Compensation
Cash payment as a percentage of net proceeds from monetization event	10.00%
Annual vesting percentage	25.00%
Number of successive subsequent years in which awards will vest	3 years
Monthly vesting percentage	2.083%
Vested
Balance of awards at the beginning of period (in units)	570,313	250,000
Vesting (in units)	531,250	320,313	250,000
Forfeitures (in units)	(62,500)
Balance of awards at the end of period (in units)	1,039,063	570,313	250,000
Unvested
Balance of awards at the beginning of period (in units)	617,187	937,500	1,000,000
Issuance of profit interest units (in units)	187,500		187,500
Vesting (in units)	(531,250)	(320,313)	(250,000)
Forfeitures (in units)	(62,500)
Balance of awards at the end of period (in units)	210,937	617,187	937,500
Percentage of certain employee's unit vesting at IPO	50.00%
Number of monthly installments for vesting of remaining awards \| item	36
Unit-based compensation expense
Expense recorded \| $	$ 0
Class A Interest Units
Unit-based Compensation
Class A cash payment as a percentage of net proceeds from monetization event	8.00%

Unit-Based Compensation (Details 2) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2013 USD ($) $ / shares shares
Phantom units
Unit-based Compensation
Fair value of the phantom units awarded \| $	$ 4.7
Amount of compensation expense recognized \| $	$ 1.3
Number of Units
Granted (in units)	269,521
Vested (in units)	3,816
Forfeited (in units)	35,714
Phantom units outstanding at the end of the period (in units)	229,991
Percentage of award vesting on the first, second, and third anniversaries of the date of grant for employees	33.33%
Weighted-Average Grant Date Fair Value per Unit
Granted (in dollars per unit) \| $ / shares	$ 19.96
Vested (in dollars per unit) \| $ / shares	19.65
Forfeited (in dollars per unit) \| $ / shares	19.60
Phantom units outstanding at the end of the period (in dollars per unit) \| $ / shares	$ 20.02
Unrecognized compensation cost associated with phantom unit awards \| $	$ 3.3
Weighted-average period over which the unrecognized compensation cost is expected to be recognized	2 years 1 month 6 days
LTIP
Unit-based Compensation
Number of common units that may be delivered pursuant to awards under the plan	1,410,000
LTIP \| Independent director \| General partner \| Phantom units
Unit-based Compensation
Number of successive subsequent years in which awards will vest	1 year

Commitments and Contingencies (Details 2) - USD ($)		12 Months Ended
Commitments and Contingencies (Details 2) - USD ($)	Aug. 04, 2009	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 15, 2011	Dec. 23, 2010
Operating lease facility
Lease expenses		$ 1,600,000	$ 1,100,000	$ 800,000
Future minimum, lease commitments		4,922,000
Compression equipment \| Facility available for leases
Operating lease facility
Payment of commitment and arrangement fees	$ 200,000
Before amendment percentage applied on value of equipment to calculate lease funding						1.50%
Percentage applied on value of equipment to calculate lease funding						2.20%
Initial lease term	120 months
Fair value buyout option percentage	25.00%
Additional lease term	60 months
Early buyout option period one	60 months
Early buyout option period two	84 months
Early buyout option period three	120 months
Purchase price of property					$ 43,000,000
Lease expenses				$ 4,100,000
Future minimum, lease commitments		$ 0
Compression equipment \| Facility available for leases \| Maximum
Operating lease facility
Aggregate value of property	$ 45,000,000

Consolidated Balance Sheets (Parenthetical)	12 Months Ended
Consolidated Balance Sheets (Parenthetical)	Dec. 31, 2013 shares
General partner units
General partner, interest (as a percent)	2.00%
General partner equivalent units, issued	767,558
General partner equivalent units, outstanding	767,558
Limited partner \| Common units
Limited partner units outstanding (in shares)	23,561,780
Limited partner \| Subordinated units
Limited partner units outstanding (in shares)	14,048,588

The Partnership, Nature of Business, and Recent Transactions	12 Months Ended
	Dec. 31, 2013
The Partnership, Nature of Business, and Recent Transactions
The Partnership, Nature of Business, and Recent Transactions	(1) The Partnership, Nature of Business, and Recent Transactions USA Compression Partners, L.P., a Texas limited partnership (the “Former Partnership”), was formed on July 10, 1998. In October 2008, the Former Partnership entered into several transactions through which the Former Partnership was reorganized into a holding company, USA Compression Holdings, LP (the “Partnership”). The owners of the Former Partnership caused the Partnership to be formed as a Texas limited partnership to conduct its affairs as the holding company of an operating and leasing structure of entities. The Former Partnership’s owners then transferred their equity interests in the Former Partnership to the Partnership in exchange for identical interests in the Partnership. The Former Partnership became a wholly-owned subsidiary of the Partnership, and was converted into USA Compression Partners, LLC, a Delaware, single-member, limited liability company (the “Operating Subsidiary”) to continue providing compression services to customers of the Former Partnership. Concurrently, the Operating Subsidiary formed a wholly-owned subsidiary, USAC Leasing, LLC, as a Delaware limited liability company (the “Leasing Subsidiary”), and agreed to sell its then existing compressor fleet to the Leasing Subsidiary for assumption of debt relating to the then existing fleet. The Leasing Subsidiary leases its compressor fleet to the Operating Subsidiary for use in providing compression services to its customers. The Partnership joined the Operating Subsidiary’s revolving credit facility as a guarantor and the Leasing Subsidiary joined the revolving credit facility as a co-borrower (see note 4). On June 7, 2011, the Partnership converted from a Texas limited partnership into a Delaware limited partnership and changed its name from USA Compression Holdings, LP to USA Compression Partners, LP. USA Compression GP, LLC, a Delaware limited liability Company and the general partner of the Partnership, is referred to herein as the “General Partner.” In connection with the S&R Acquisition (as defined below), the Partnership acquired all of the membership interests in USAC OpCo 2, LLC, a Texas limited liability company (“OpCo 2”), which owned all of the membership interests in USAC Leasing 2, LLC, a Texas limited liability company (“LeaseCo 2”). LeaseCo 2 owns all of the compression assets acquired in the S&R Acquisition. LeaseCo 2 leases its compressor fleet to OpCo 2 for use in providing compression services to its customers. The accompanying consolidated financial statements include the accounts of the Partnership, the Operating Subsidiary, the Leasing Subsidiary, OpCo 2 and LeaseCo 2, and all intercompany balances and transactions have been eliminated in consolidation. The Operating Subsidiary, the Leasing Subsidiary, OpCo 2 and LeaseCo 2, are collectively referred to herein, as the “Operating Subsidiaries.” The Partnership, through 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, operates and maintains. Partnership net income (loss) is allocated to the partners, both general and limited, in proportion to their respective interest in the Partnership. 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. 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 approximately $180.5 million after deducting underwriting discounts and commissions of $12.1 million, structuring fees of $0.7 million and offering expenses of $4.6 million. The Partnership used the net proceeds from the offering to repay $180.5 million of indebtedness outstanding under its revolving credit facility. 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 (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 (from a standpoint of revenues and selected costs) of June 30, 2013. The common units issued in the S&R Acquisition were 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.

Transactions with Related Parties	12 Months Ended
Transactions with Related Parties	Dec. 31, 2013
Transactions with Related Parties
Transactions with Related Parties	(8) Transactions with Related Parties For the year ended December 31, 2013, the Partnership incurred $49,315 of expenses related to management fees under an agreement between USA Compression Holdings, LLC and certain of its affiliates, for services provided to the Partnership for the period from January 1, 2013 through January 17, 2013. For the years ended December 31, 2012 and 2011, the Partnership incurred $1.0 million of management fees under such agreement. After the completion of the Partnership’s initial public offering on January 18, 2013, the Partnership and its subsidiaries are no longer required to pay this management fee. William Shea, Jr., 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 years ended December 31, 2013, 2012 and 2011, subsidiaries of PVR made compression services payments of approximately $3.0 million, $2.2 million and $1.3 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. As of February 18, 2013, USA Compression Holdings owned and controlled the Partnership’s general partner and owned 50.9% of our limited partner interests. For the years ended December 31, 2013, 2012 and 2011, affiliated entities made compression services payments to the Partnership of approximately $0.5 million, $0.8 million and $40,613, respectively. The Partnership may provide compression services to additional entities controlled by Riverstone in the future, and any significant transactions will be disclosed.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2013
Subsequent Events
Subsequent Events	(11) Subsequent Events (a) Shelf Registration On February 3, 2014, the Partnership filed a Registration Statement on Form S-3, (Reg. No. 333-193724) (the “Shelf Registration Statement”). Under the Shelf Registration Statement, the Partnership registered the offer and sale of up to $1,000,000,000 aggregate principal amount of Partnership securities including, common units and other classes of units representing limited partner interests in the Partnership, debt securities and guarantees of debt securities. In addition, the Partnership registered up to 33,336,784 common units that may be sold from time to time by certain selling unitholders. The Partnership will use the net proceeds from any primary offering of securities consummated under the Shelf Registration Statement for general partnership purposes, including repayment of debt, acquisitions, capital expenditures and additions to working capital. The actual application of proceeds the Partnership receives from any particular primary offering of securities will be set forth in the applicable prospectus supplement to the prospectus included in the Shelf Registration Statement. The Partnership will not receive any of the proceeds from a sale of common units by the selling unitholders. (b) Phantom Units On February 4, 2014, an aggregate of 9,087 phantom units (including the corresponding distribution equivalent rights) were granted under the LTIP to the independent directors of our general partner. The phantom units (including the corresponding distribution equivalent rights) awarded are subject to restrictions on transferability, customary forfeiture provisions and will vest in full on February 15, 2015.

The Partnership, Nature of Business, and Recent Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Aug. 30, 2013	Jan. 18, 2013	Dec. 31, 2013
The partnership, nature of business, and recent transactions
Net proceeds from issuance of common units		$ 180,500	$ 180,555
S&R
The partnership, nature of business, and recent transactions
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
Common Units
The partnership, nature of business, and recent transactions
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		$ 180,500
Underwriting discounts and commissions		12,100
Structuring fees		700
Offering expenses		$ 4,600

Transactions with Related Parties (Details) - USD ($)		12 Months Ended
Transactions with Related Parties (Details) - USD ($)	Feb. 18, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Holdings and certain of its affiliates
Transactions with Related Parties
Management fee incurred		$ 49,315	$ 1,000,000	$ 1,000,000
Holdings \| Limited partner
Transactions with Related Parties
Ownership interest (as a percent)	50.90%
PVR
Transactions with Related Parties
Compression services payments received		3,000,000	2,200,000	1,300,000
Affiliated entities controlled by Riverstone
Transactions with Related Parties
Compression services payments received		$ 500,000	$ 800,000	$ 40,613

Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended								11 Months Ended	12 Months Ended
	Jan. 18, 2013	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Selected Quarterly Financial Data (Unaudited)
Revenue		$ 48,642	$ 38,362	$ 33,310	$ 32,604	$ 31,771	$ 31,021	$ 28,870	$ 27,124		$ 152,918	$ 118,787	$ 98,720
Gross profit		33,018	26,440	23,179	22,184	21,903	21,237	19,748	18,103
Net income	$ 535	$ 4,437	$ 1,712	$ 2,401	$ 2,521	948	1,316	997	1,243	$ 10,536	$ 11,071	4,503	69
Income per common and subordinated unit - basic (in dollars per share)		$ 0.12	$ 0.05	$ 0.08	$ 0.07
Income per common unit - diluted (in dollars per share)		$ 0.12	$ 0.05	$ 0.08	$ 0.07
Net income (loss) allocated to general partner	5					10	13	10	12	$ 211		45	1
Net income (loss) available for limited partners	$ 530					$ 938	$ 1,303	$ 987	$ 1,231			$ 4,458	$ 68

Subsequent Events (Details) - Subsequent Event - shares	Feb. 04, 2014	Feb. 03, 2014
Common units
Subsequent Events
Common units authorized for public offering (in units)		1,000,000,000
Common units additionally authorized for public offering		33,336,784
Phantom units
Subsequent Events
Units granted under LTIP	9,087

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
Subordinated Units [Member] \| Limited Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	4,520,000
General Partner Unit [Member] \| General Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	211,000
Common Units [Member] \| Limited Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	$ 5,805,000