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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2014	May 05, 2014
Entity Registrant Name	USA Compression Partners, LP
Entity Central Index Key	0001522727
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Common units
Entity Common Stock, Shares Outstanding		24,095,795
Subordinated units
Entity Common Stock, Shares Outstanding		14,048,588

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 7	$ 7
Accounts receivable:
Trade	22,703	20,079
Other	63	350
Inventory	12,522	9,940
Prepaid expenses	2,464	2,400
Total current assets	37,759	32,776
Property and equipment, net	929,105	852,966
Identifiable intangible asset	85,046	85,941
Goodwill	208,055	208,055
Other assets	5,937	6,146
Total assets	1,265,902	1,185,884
Current liabilities:
Accounts payable	19,570	34,629
Accrued liabilities	25,367	10,412
Deferred revenue	12,428	11,912
Total current liabilities	57,365	56,953
Long-term debt	503,559	420,933
Other liabilities		271
Partners' capital:
Total partners' capital	704,978	707,727
Total liabilities and partners' capital	1,265,902	1,185,884
Limited partner \| Common units
Partners' capital:
Total partners' capital	450,156	447,562
Limited partner \| Subordinated units
Partners' capital:
Total partners' capital	240,270	245,592
General partner \| General partner units
Partners' capital:
Total partners' capital	14,552	14,573
Customer Relationships
Accounts receivable:
Identifiable intangible asset	70,705	71,388
Trade Names
Accounts receivable:
Identifiable intangible asset	13,572	13,728
Non-compete
Accounts receivable:
Identifiable intangible asset	$ 769	$ 825

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013
Revenues:
Contract operations		$ 49,344	$ 31,896
Parts and service		858	708
Total revenues		50,202	32,604
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization		17,717	10,420
Selling, general and administrative		8,469	4,895
Depreciation and amortization		16,220	11,678
Loss (gain) on sale of assets		229	(25)
Total costs and expenses		42,635	26,968
Operating income		7,567	5,636
Other income (expense):
Interest expense		(3,549)	(3,064)
Other			4
Total other expense		(3,549)	(3,060)
Net income before income tax expense		4,018	2,576
Income tax expense		103	55
Net income		3,915	2,521
Earnings allocated to general partner	$ 5	85	40
Limited partners' interest in net income:
Limited partners' interest in net income	530
Net income subsequent to initial public offering	$ 1,986	$ 3,915
Net income per unit:
Distributions paid per limited partner unit in Respective periods (in dollars per unit)		$ 0.48
Common units
Limited partners' interest in net income:
Limited partners' interest in net income		$ 2,409	$ 1,007
Weighted average units outstanding:
Basic (in units)		23,805,520	15,048,588
Diluted (in units)		23,907,259	15,048,588
Net income per unit:
Basic (in dollars per unit)		$ 0.10	$ 0.07
Diluted (in dollars per unit)		$ 0.10	$ 0.07
Subordinated units
Limited partners' interest in net income:
Limited partners' interest in net income		$ 1,421	$ 939
Weighted average units outstanding:
Basic and diluted (in units)		14,048,588	14,048,588
Net income per unit:
Basic and diluted (in dollars per unit)		$ 0.10	$ 0.07

Condensed Consolidated Statements of Changes in Partners' Capital - 3 months ended Mar. 31, 2014 - USD ($) shares in Thousands, $ in Thousands	Total	Common Units Limited partners	Subordinated Units Limited partners	General Partner Units General partners
Partners' capital at Dec. 31, 2013	$ 707,727	$ 447,562	$ 245,592	$ 14,573
Partners' capital (in units) at Dec. 31, 2013		23,562	14,049
Increase (Decrease) in Partners' Capital
Vesting of phantom units (in units)		4
General partner contribution	262			262
Cash distributions and DERs	(18,535)	$ (11,424)	$ (6,743)	(368)
Proceeds from issuance of common units	12,637	$ 12,637
Proceeds from issuance of common units (in units)		469
Unit-based compensation	142	$ 142
Modification of unit-based compensation	(1,170)	(1,170)
Net income	3,915	2,409	1,421	85
Partners' capital at Mar. 31, 2014	$ 704,978	$ 450,156	$ 240,270	$ 14,552
Partners' capital (in units) at Mar. 31, 2014		24,035	14,049

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net income	$ 3,915	$ 2,521
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	16,220	11,678
Amortization of debt issue costs, discount	582	453
Unit-based compensation expense	1,096	79
Net (gain) loss on sale of assets	229	(25)
Changes in assets and liabilities:
Accounts receivable and advances to employees	(2,337)	(1,650)
Inventory	(2,582)	(1,031)
Prepaids	(64)	(96)
Other noncurrent assets	(319)	3,842
Accounts payable	(8,079)	(7,359)
Accrued liabilities and deferred revenue	1,408	948
Net cash provided by operating activities	10,069	9,360
Cash flows from investing activities:
Capital expenditures	(86,759)	(23,355)
Proceeds from sale of property and equipment	21	44
Net cash used in investing activities	(86,738)	(23,311)
Cash flows from financing activities:
Proceeds from short-term and long-term debt	131,390	60,444
Payments on short-term and long-term debt	(48,764)	(227,112)
Net proceeds from issuance of common units		180,647
Cash distributions	(6,163)
General partner contribution	262
Financing costs	(56)	(28)
Net cash provided by financing activities	76,669	13,951
Cash and cash equivalents, beginning of year	7	7
Cash and cash equivalents, end of year	7	7
Supplemental cash flow information:
Cash paid for interest	$ 2,859	$ 3,046

Organization and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

(1) Organization and Summary of Significant Accounting Policies

(a) Organization

USA Compression Partners, LP (the “Partnership”) is a publicly traded Delaware limited partnership formed to own and operate the business conducted by its subsidiaries. The common units representing limited partner interests in the Partnership (“Common Units”) are listed on the New York Stock Exchange (“NYSE”) under the symbol “USAC.” USA Compression GP, LLC, the general partner of the Partnership (the “General Partner”), is owned by USA Compression Holdings, LLC (“USA Compression Holdings”). Unless the context requires otherwise, references to “we,” “us,” “our,” or “the Partnership” are intended to mean the business and operations of USA Compression Partners, LP and its consolidated subsidiaries and references to the “General Partner” refer to the General Partner. References to “Riverstone” refer to Riverstone/Carlyle Global Energy and Power Fund IV, L.P., and affiliated entities, including Riverstone Holdings, LLC.

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

Our ownership is as follows:

	March 31, 2014
	USA Compression Holdings		Argonaut and Related Parties		Public		Total
General partner interest	2.0	%	—		—		2.0	%
Limited partner interest:
Common unitholders	13.7	%	19.8	%	28.3	%	61.8	%
Subordinated unitholders	36.2	%	—		—		36.2	%
Total	51.9	%	19.8	%	28.3	%	100.0	%

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

(b) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2013. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position as of March 31, 2014 and December 31, 2013, and the results of operations, changes in partners’ capital and changes in cash flows for the three months ended March 31, 2014 and 2013, respectively, in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these consolidated financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements for the year ended December 31, 2013 contained in our Annual Report on Form 10-K filed on February 20, 2014. As the closing of the Partnership’s initial public offering (“IPO”) occurred on January 18, 2013, the earnings and earnings per unit for the three months ended March 31, 2013 have been pro-rated to reflect earnings on a pre-IPO and post-IPO basis.

(c) Use of Estimates

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

(d) Intangible Assets

As of March 31, 2014, intangible assets, net consisted of the following (in thousands):

	Customer Relationships			Trade Names			Non-compete			Total
Balance at December 31, 2013	$	71,388		$	13,728		$	825		$	85,941
Amortization	(683		)	(156		)	(56		)	(895		)
Balance at March 31, 2014	$	70,705		$	13,572		$	769		$	85,046

Intangible assets are amortized on a straight line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. As of March 31, 2014, the amortization periods of identifiable customer relationships and identifiable trade names vary between 20 and 30 years and the amortization period of identifiable non-compete is 4 years.

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 value of the assets. The Partnership did not record any impairment of long-lived assets or intangible assets in the three months ended March 31, 2014 and recorded a $0.2 million impairment of long-lived assets for the year ended December 31, 2013.

(e) Fair Value of Financial Instruments

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

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

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

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

The Partnership’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, trade accounts payable and notes payable. The book values of cash and cash equivalents, trade accounts receivable and trade accounts payable are representative of fair value due to their short term maturity. The carrying amounts of notes payable approximate fair value due to the variable interest rates charged on the outstanding notes payable.

Acquisition

3 Months Ended

Mar. 31, 2014

Acquisition

Acquisition

(2) Acquisitions

On August 30, 2013, the Partnership completed the acquisition of assets and certain liabilities related to the business of providing compression services to third parties engaged in the exploration, production, gathering, processing, transportation or distribution of oil and gas (the “S&R Acquisition”) in exchange for 7,425,261 Common Units, which were valued at $181.9 million at the time of issuance. The S&R Acquisition was consummated pursuant to the Contribution Agreement dated August 12, 2013 (the “Contribution Agreement”) with S&R Compression, LLC, (“S&R”) and Argonaut Private Equity, L.L.C. (“Argonaut”). The S&R Acquisition had an effective date (from a standpoint of revenues and selected costs) of June 30, 2013. In connection with the S&R Acquisition, Argonaut and certain related parties agreed to participate in the Partnership’s Distribution Reinvestment Plan (the “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.

There were no adjustments during the three months ended March 31, 2014 to the S&R Acquisition purchase accounting disclosed in the Partnership’s year ended December 31, 2013 Form 10-K. Expenses associated with acquisition activities and transaction activities related to the S&R Acquisition for the three months ended March 31, 2014 and the year ended December 31, 2013 were $0.05 million and $2.1 million, respectively, and are included in selling, general and administrative expenses (“SG&A”).

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 three months ended March 31, 2014, the S&R Acquisition accounted for $12.6 million of revenue, $4.5 million of direct operating expenses and $2.9 million of depreciation and amortization, resulting in $5.2 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, 2013. The financial information was derived from the Partnership’s unaudited historical condensed consolidated financial statements for the three months ended March 31, 2013 and S&R’s unaudited interim financial statements for the three months ended March 31, 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):

	Three months ended March, 31
	2013(1)
Total revenues	$	40,525
Net income	$	4,327
Net income allocated to:
General partner’s interest in net income	87
Common units interest in net income	2,609
Subordinated units interest in net income	1,631
Basic and diluted net income per common unit:	$	0.12
Basic and diluted net income per subordinated unit:	$	0.12

(1) The Partnership did not complete its initial public offering until January 18, 2013.

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 related to the S&R Acquisition was $7.9 million for the three months ended March 31, 2013. Incremental operating costs related to the S&R Acquisition were $3.7 million for the three months ended March 31, 2013.

(b) Depreciation and amortization was estimated using the straight-line method and reflects the incremental depreciation and amortization expense incurred due to adding the compression assets and intangible fair value assets acquired from S&R. Incremental depreciation and amortization was estimated at $2.4 million for the three months ended March 31, 2013.

(c) The S&R Acquisition was financed solely with common units issued as consideration for the acquired assets and liabilities.

(d) 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 reduction was estimated at $0.05 million for the three months ended March 31, 2013.

- 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

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+ Details

Property and Equipment

3 Months Ended

Mar. 31, 2014

Property and Equipment

Property and Equipment

(4) Property and Equipment

Property and equipment consisted of the following at March 31, 2014 and December 31, 2013 (in thousands):

	March 31, 2014			December 31, 2013
Compression equipment	$	1,038,722		$	950,823
Furniture and fixtures	692			706
Automobiles and vehicles	13,770			12,476
Computer equipment	7,837			5,636
Leasehold improvements	116			116
Total	1,061,137			969,757
Less accumulated depreciation and amortization	(132,032		)	(116,791		)
Total	$	929,105		$	852,966

We recognized $15.3 million and $10.9 million of depreciation expense on property, plant and equipment for the three months ended March 31, 2014 and 2013, respectively.

As of March 31, 2014 and December 31, 2013, there were $4.7 million and $15.8 million, respectively, of property and equipment purchases in accounts payable and accrued liabilities.

Long Term Debt

3 Months Ended

Mar. 31, 2014

Long Term Debt

Long Term Debt

(5) Long-Term Debt

The long-term debt of the Partnership, of which there is no current portion, consisted of the following at March 31, 2014 and December 31, 2013 (in thousands):

	March 31, 2014		December 31, 2013
Senior debt	$	503,559	$	420,933

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 more appropriate covenant structure 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 went 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.

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 Fifth 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.

As of March 31, 2014 and December 31, 2013, the Partnership was in compliance with all of its covenants under the Fifth Amended and Restated Credit Agreement.

At March 31, 2014, subject to financial covenants, borrowing availability was $226.7 million. The borrowing base consists of eligible accounts receivable, inventory and compression units. The largest component, representing 95% and 96% of the borrowing base at March 31, 2014 and December 31, 2013, respectively, was eligible compression units; compressor packages that are leased, rented or under service contracts to customers and carried in the financial statements as fixed assets.

In the event that Operating Subsidiary, Leasing Subsidiary, Leasing 2 or OPCO 2, each of which is a wholly-owned subsidiary of the Partnership, guarantees any series of the debt securities as described in the Partnership’s registration statement filed on Form S-3 (Reg. No. 333-193724), such guarantees will be full and unconditional and made on a joint and several basis for the benefit of each holder and the Trustee. However, such guarantees are subject to release, subject to certain limitations, as follows (i) upon the sale, exchange or transfer, whether by way of a merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all the Partnership’s direct or indirect limited partnership or other equity interest in such Subsidiary Guarantor; or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees (as such capitalized terms are defined in the Form of Indenture filed as exhibit 4.1 to the registration statement on Form S-3 (Reg. No. 333-193724)).

Partner's Capital

3 Months Ended

Mar. 31, 2014

Partner's Capital

Partner's Capital

(6) Partner’s Capital

As of May 5, 2014, USA Compression Holdings held 5,337,977 common units and 14,048,588 subordinated units and controlled USA Compression GP, LLC, which 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 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.

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
February 14, 2014	0.48			11.3		6.7		0.4		18.4

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

The Partnership Agreement requires that, within 45 days after the end of each quarter, the Partnership distribute all of its Available Cash to the partners of record on the applicable record date. Certain limited partners, including USA Compression Holdings, and Argonaut and certain of its related parties, have elected to receive distributions in the form of additional common units in accordance with the DRIP. Distributions to these holders relating to the fourth quarter of 2013, which were paid during the first quarter of 2014, were reinvested pursuant to the DRIP. Such distributions totaled $12.6 million and are treated as non-cash transactions in the accompanying Statements of Cash Flows for the three months ended March 31, 2014.

On April 24, 2014, the Partnership announced a cash distribution of $0.49 per unit on its common and subordinated units. The distribution will be paid on May 15, 2014 to unitholders of record as of the close of business on May 5, 2014. USA Compression Holdings, the owner of 50.8% of the Partnership’s outstanding limited partner interests, and Argonaut and certain of its related parties, the owners of 19.4% of the Partnership’s outstanding limited partner interests, have elected to reinvest all of this distribution with respect to their units pursuant to the Partnership’s DRIP.

Earnings Per Common and Subordinated Unit

The computations of earnings per common 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 as defined by the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 260 Earnings Per Share; 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 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. Diluted earnings per unit are computed using the treasury stock method, which considers the potential issuance of limited partner units associated with the LTIP.

Pursuant to the Partnership Agreement, to the extent that the quarterly distributions exceed certain targets, the General Partner, as the owner of the IDRs, 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 allocate 2% of earnings to the General Partner plus the increasing distributions allocated to the General Partner relating to the IDRs.

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 the 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, and assume (i) the General Partner has contributed any additional capital necessary to maintain its 2.0% general partner interest and has not transferred its IDRs and (ii) there are no arrearages.

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

Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

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 three months ended March 31, 2014 and 2013 was $0.5 million and $0.4 million, respectively. Commitments for future minimum lease payments on noncancelable leases as of March 31, 2014 are as follows (in thousands):

2014	$	1,369
2015	1,206
2016	1,086
2017	1,005
2018	904
Thereafter	578
	$	6,148

(b) Major Customers

The Partnership had revenue from one customer representing 12.4% and 14.4% of total revenue for the three months ended March 31, 2014 and 2013, respectively.

(c) Litigation

The Partnership and its subsidiaries may be involved in various legal or governmental proceedings 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.

(d) Equipment Purchase Commitments

The Partnership’s future capital commitments are comprised of binding commitments under purchase orders for new compression units ordered but not received. The commitments as of March 31, 2014 were approximately $169.2 million, all of which are expected to be settled within the next twelve months.

Organization and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Organization and Summary of Significant Accounting Policies

Organization

(a) Organization

Our ownership is as follows:

	March 31, 2014
	USA Compression Holdings		Argonaut and Related Parties		Public		Total
General partner interest	2.0	%	—		—		2.0	%
Limited partner interest:
Common unitholders	13.7	%	19.8	%	28.3	%	61.8	%
Subordinated unitholders	36.2	%	—		—		36.2	%
Total	51.9	%	19.8	%	28.3	%	100.0	%

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

Basis of Presentation

(b) Basis of Presentation

Use of Estimates

(c) Use of Estimates

Intangible Assets

(d) Intangible Assets

As of March 31, 2014, intangible assets, net consisted of the following (in thousands):

	Customer Relationships			Trade Names			Non-compete			Total
Balance at December 31, 2013	$	71,388		$	13,728		$	825		$	85,941
Amortization	(683		)	(156		)	(56		)	(895		)
Balance at March 31, 2014	$	70,705		$	13,572		$	769		$	85,046

Fair Value of Financial Instruments

(e) Fair Value of Financial Instruments

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

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

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

Organization and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2014

Organization and Summary of Significant Accounting Policies

Schedule of ownership

	March 31, 2014
	USA Compression Holdings		Argonaut and Related Parties		Public		Total
General partner interest	2.0	%	—		—		2.0	%
Limited partner interest:
Common unitholders	13.7	%	19.8	%	28.3	%	61.8	%
Subordinated unitholders	36.2	%	—		—		36.2	%
Total	51.9	%	19.8	%	28.3	%	100.0	%

Schedule of intangible assets, net

As of March 31, 2014, intangible assets, net consisted of the following (in thousands):

	Customer Relationships			Trade Names			Non-compete			Total
Balance at December 31, 2013	$	71,388		$	13,728		$	825		$	85,941
Amortization	(683		)	(156		)	(56		)	(895		)
Balance at March 31, 2014	$	70,705		$	13,572		$	769		$	85,046

Partner's Capital (Tables)

3 Months Ended

Mar. 31, 2014

Partner's Capital

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
February 14, 2014	0.48			11.3		6.7		0.4		18.4

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

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

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

Organization and Summary of Significant Accounting Policies (Details)		3 Months Ended
	May 05, 2014	Mar. 31, 2014	Mar. 31, 2013
Organization
Total (as a percent)		100.00%
Public
Organization
Total (as a percent)		28.30%
General partner interest
Organization
Ownership interest (as a percent)		2.00%	2.00%
USA Compression Holdings, LLC
Organization
Total (as a percent)		51.90%
USA Compression Holdings, LLC \| General partner interest
Organization
Ownership interest (as a percent)	2.00%	2.00%
USA Compression Holdings, LLC \| Limited partner interest
Organization
Ownership interest (as a percent)	50.80%
Argonaut and related parties
Organization
Total (as a percent)		19.80%
Argonaut and related parties \| Limited partner interest
Organization
Ownership interest (as a percent)	19.40%
Common Units \| Limited partner interest
Organization
Ownership interest (as a percent)		61.80%
Common Units \| Limited partner interest \| Public
Organization
Ownership interest (as a percent)		28.30%
Common Units \| USA Compression Holdings, LLC \| Limited partner interest
Organization
Ownership interest (as a percent)		13.70%
Common Units \| Argonaut and related parties \| Limited partner interest
Organization
Ownership interest (as a percent)		19.80%
Subordinated Units \| Limited partner interest
Organization
Ownership interest (as a percent)		36.20%
Subordinated Units \| USA Compression Holdings, LLC \| Limited partner interest
Organization
Ownership interest (as a percent)		36.20%

Organization and Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Intangible assets, net
Balance at the beginning of the period	$ 85,941
Amortization	(895)
Balance at the end of the period	$ 85,046	$ 85,941
Impairment of long-lived assets		200
Minimum
Intangible assets, net
Amortization period of identifiable intangible asset	20 years
Maximum
Intangible assets, net
Amortization period of identifiable intangible asset	30 years
Customer Relationships
Intangible assets, net
Balance at the beginning of the period	$ 71,388
Amortization	(683)
Balance at the end of the period	$ 70,705	71,388
Customer Relationships \| Minimum
Intangible assets, net
Amortization period of identifiable intangible asset	20 years
Customer Relationships \| Maximum
Intangible assets, net
Amortization period of identifiable intangible asset	30 years
Trade Names
Intangible assets, net
Balance at the beginning of the period	$ 13,728
Amortization	(156)
Balance at the end of the period	$ 13,572	13,728
Trade Names \| Minimum
Intangible assets, net
Amortization period of identifiable intangible asset	20 years
Trade Names \| Maximum
Intangible assets, net
Amortization period of identifiable intangible asset	30 years
Non-compete
Intangible assets, net
Balance at the beginning of the period	$ 825
Amortization	(56)
Balance at the end of the period	$ 769	$ 825
Amortization period of identifiable intangible asset	4 years

Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
	Aug. 30, 2013	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
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%	2.00%
General partner \| General partner units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income			$ 87
Limited partner \| Common units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income			$ 2,609
Basic and diluted net income (in dollars per unit)			$ 0.12
Limited partner \| Subordinated units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income			$ 1,631
Basic and diluted net income (in dollars per unit)			$ 0.12
S&R
Acquisition of compression assets
Number of common units issued in exchange for contribution of assets	7,425,261
Cost of acquisition
Value of common units issued in exchange for contribution of assets	$ 181,900
Effective purchase price	178,500
Purchase price adjustment due to working capital changes	$ 3,400
Adjustments to purchase accounting		$ 0		$ 0
Expenses associated with acquisition activities and transaction activities		50		$ 2,100
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Revenue		12,600
Direct operating expenses		4,500
Depreciation and amortization		2,900
Net income (loss)		$ 5,200
Total revenues			$ 40,525
Net income			4,327
Incremental revenue adjustments			7,900
Incremental operating costs			3,700
Incremental depreciation and amortization			2,400
Estimated incremental interest expense reductions due to payment of revolving credit facility			$ 50

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Property and Equipment
Property and Equipment, gross	$ 1,061,137		$ 969,757
Less accumulated depreciation and amortization	(132,032)		(116,791)
Property and Equipment, net	929,105		852,966
Depreciation expense on property, plant and equipment	15,300	$ 10,900
Accounts payable and accrued liabilities
Property and Equipment
Purchases of property and equipment	4,700		15,800
Compression equipment
Property and Equipment
Property and Equipment, gross	1,038,722		950,823
Furniture and fixtures
Property and Equipment
Property and Equipment, gross	692		706
Automobiles and vehicles
Property and Equipment
Property and Equipment, gross	13,770		12,476
Computer equipment
Property and Equipment
Property and Equipment, gross	7,837		5,636
Leasehold improvements
Property and Equipment
Property and Equipment, gross	$ 116		$ 116

Long Term Debt (Details) - Senior debt $ in Thousands			3 Months Ended
Long Term Debt (Details) - Senior debt $ in Thousands	Dec. 13, 2013 USD ($)	Jun. 01, 2012 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Long-term debt
Long-term debt, current portion			$ 0	$ 0
Long-term debt			503,559	$ 420,933
Maximum borrowing capacity under the credit agreement before amendment	$ 600,000	$ 500,000
Maximum borrowing capacity under the credit agreement after amendment	850,000	$ 600,000
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
Borrowing availability			$ 226,700
Borrowing base percentage representing eligible compression units			95.00%	96.00%
Fiscal quarter ending on or after December 13, 2013 through June 30, 2015
Long-term debt
Maximum Funded debt to EBITDA ratio			5.50
Fiscal quarter ending September 30, 2015 and each fiscal quarter thereafter
Long-term debt
Maximum Funded debt to EBITDA ratio			5.00
LIBOR
Long-term debt
Variable basis rate	LIBOR	LIBOR
LIBOR \| Minimum
Long-term debt
Applicable margin above LIBOR (as a percent)	1.50%	1.75%
LIBOR \| Maximum
Long-term debt
Applicable margin above LIBOR (as a percent)	2.25%	2.50%

Partner's Capital (Details) $ / shares in Units, $ in Millions							3 Months Ended
	May 05, 2014 shares	Apr. 24, 2014 $ / shares	Feb. 14, 2014 USD ($) $ / shares	Nov. 14, 2013 USD ($) $ / shares	Aug. 14, 2013 USD ($) $ / shares	May 15, 2013 USD ($) item $ / shares	Mar. 31, 2014 USD ($) item $ / shares shares	Mar. 31, 2013	Dec. 31, 2013 shares
Cash Distributions
Cash Distributions
Total Distribution \| $			$ 18.4	$ 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
Partner's capital
Minimum Quarterly Distribution (in dollars per unit)						$ 0.435
Cash Distributions
Period for determining prorated quarterly cash distribution rate \| item						72
Limited partner interest \| Subordinated Units
Partner's capital
Partners' capital (in units) \| shares							14,049,000		14,049,000
Cash Distributions
Ownership interest (as a percent)							36.20%
Limited partner interest \| Subordinated Units \| Cash Distributions
Cash Distributions
Total Distribution \| $			$ 6.7	$ 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)		$ 0.49
Limited partner interest \| Common and Subordinated Units \| Cash Distributions
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)			$ 0.48	$ 0.46	$ 0.44	$ 0.348
Limited partner interest \| Common Units
Partner's capital
Partners' capital (in units) \| shares							24,035,000		23,562,000
Cash Distributions
Ownership interest (as a percent)							61.80%
Limited partner interest \| Common Units \| Cash Distributions
Cash Distributions
Total Distribution \| $			$ 11.3	$ 10.6	$ 6.7	$ 5.2
General partner interest
Partner's capital
General Partner, interest (as a percent)							2.00%	2.00%
General partner interest \| Cash Distributions
Cash Distributions
Total Distribution \| $			$ 0.4	$ 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
Partner's capital
Minimum Quarterly Distribution (in dollars per unit)							0.425
Minimum Quarterly Distribution annualized, level one (in dollars per unit)							1.70
Minimum Quarterly Distribution annualized, level two (in dollars per unit)							$ 2.55
Number of consecutive, non-overlapping four-quarter periods \| item							3
Minimum Quarterly Distribution annualized, level two (as a percent)							150.00%
Cash Distributions
Subordinated unit conversion basis to common units							1.00
USA Compression Holdings, LLC \| Limited partner interest
Cash Distributions
Ownership interest (as a percent)	50.80%
USA Compression Holdings, LLC \| Limited partner interest \| Subordinated Units
Cash Distributions
Ownership interest (as a percent)							36.20%
USA Compression Holdings, LLC \| Limited partner interest \| Common Units
Cash Distributions
Non-cash distributions \| $							$ 12.6
Ownership interest (as a percent)							13.70%
USA Compression Holdings, LLC \| General partner interest
Partner's capital
General Partner, interest (as a percent)	2.00%						2.00%
Argonaut and related parties \| Limited partner interest
Cash Distributions
Ownership interest (as a percent)	19.40%
Argonaut and related parties \| Limited partner interest \| Common Units
Cash Distributions
Ownership interest (as a percent)							19.80%

Transactions with Related Parties (Details) - USD ($)	3 Months Ended
Transactions with Related Parties (Details) - USD ($)	Mar. 31, 2014	Mar. 31, 2013
Holdings and certain of its affiliates
Transactions with Related Parties
Management fee incurred	$ 0	$ 50,000
Holdings \| Limited partner
Transactions with Related Parties
Ownership interest (as a percent)	50.80%
PVR
Transactions with Related Parties
Compression services payments received	$ 600,000	700,000
Affiliated entities controlled by Riverstone
Transactions with Related Parties
Compression services payments received	$ 100,000	$ 200,000

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Commitments and Contingencies
Rent expense for operating leases	$ 500	$ 400
Commitments for future minimum lease payments on noncancellable leases
2014	1,369
2015	1,206
2016	1,086
2017	1,005
2018	904
Thereafter	578
Total	$ 6,148

Condensed Consolidated Balance Sheets (Parenthetical) - Limited partner - shares	Mar. 31, 2014	Dec. 31, 2013
Common units
Limited partner units issued (in shares)	24,034,938	23,561,780
Limited partner units outstanding (in shares)	24,034,938	23,561,780
Subordinated units
Limited partner units issued (in shares)	14,048,588	14,048,588
Limited partner units outstanding (in shares)	14,048,588	14,048,588

Trade Accounts Receivable	3 Months Ended
Trade Accounts Receivable	Mar. 31, 2014
Trade Accounts Receivable
Trade Accounts Receivable	(3) Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts of $0.3 million and $0.2 million at March 31, 2014 and December 31, 2013, 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 the specific circumstances. The Partnership does not have any off-balance-sheet credit exposure related to its customers.

Unit-based Compensation	3 Months Ended
Unit-based Compensation	Mar. 31, 2014
Unit-based Compensation
Unit-based Compensation	(7) Unit-based Compensation Long-Term Incentive Plan In connection with the Partnership’s IPO, the Board adopted the USA Compression Partners, LP 2013 Long-Term Incentive Plan (the “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 three months ended March 31, 2014, the Board approved a modification to the phantom unit awards that were granted pursuant to the LTIP during the 2013 fiscal year. The modification provided employees with an option of settling a portion of their award in cash and a portion in units. The amount that can be settled in cash is in excess of the employee’s minimum statutory tax-withholding rate. ASC Topic 718, Compensation-Stock Compensation, requires the entire amount of an award with such features to be accounted for as a liability. Liability accounting requires the Partnership to re-measure the fair value of the award at each financial statement date until the award is vested or cancelled. During the requisite service period, compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date. During the quarter ending March 31, 2014, the Partnership recorded an additional $0.5 million in unit-based compensation expense and re-classed $1.2 million from limited partner interest to accrued liabilities as a result of the above-described modification.

Unit-based Compensation (Details) $ in Thousands	3 Months Ended
Unit-based Compensation (Details) $ in Thousands	Mar. 31, 2014 USD ($) shares
Unit-based Compensation
Amount re-classed due to modification of plan	$ 1,170
LTIP
Unit-based Compensation
Number of common units that may be delivered pursuant to awards under the plan \| shares	1,410,000
Additional unit-based compensation expense	$ 500
LTIP \| Limited partner interest
Unit-based Compensation
Amount re-classed due to modification of plan	$ 1,200

Commitments and Contingencies (Details 2) - customer	3 Months Ended
Commitments and Contingencies (Details 2) - customer	Mar. 31, 2014	Mar. 31, 2013
Major Customers
Number of major customers	1	1
Customer one
Major Customers
Percentage of revenue to total revenue	12.40%	14.40%

Trade Accounts Receivable (Details) - USD ($) $ in Millions	Mar. 31, 2014	Dec. 31, 2013
Trade Accounts Receivable
Allowance for doubtful account	$ 0.3	$ 0.2

Commitments and Contingencies (Details 3) $ in Millions	Mar. 31, 2014 USD ($)
Compression units
Equipment purchase commitments
Purchase commitments expected to be settled within the next twelve months	$ 169.2