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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2015	Feb. 09, 2016	Jun. 30, 2015
Entity Registrant Name	USA Compression Partners, LP
Entity Central Index Key	0001522727
Document Type	10-K
Document Period End Date	Dec. 31, 2015
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	Accelerated Filer
Entity Public Float			$ 303,972,286
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Common units
Entity Common Stock, Shares Outstanding		38,556,245
Subordinated units
Entity Common Stock, Shares Outstanding		14,048,588

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 7	$ 6
Accounts receivable, net:
Trade, net	28,465	25,159
Other	3,023	2,926
Inventory, net	18,872	8,923
Prepaid expenses	2,600	1,020
Total current assets	52,967	38,034
Property and equipment, net	1,318,043	1,162,637
Installment receivable	17,275	20,241
Identifiable intangible assets, net	78,773	82,357
Goodwill	35,866	208,055
Other assets	6,847	5,158
Total assets	1,509,771	1,516,482
Current liabilities:
Accounts payable	23,840	44,535
Accrued liabilities	20,582	21,708
Deferred revenue	17,000	15,855
Total current liabilities	61,422	82,098
Revolving Credit Facility	729,187	594,864
Other liabilities	874
Partners' capital:
Total partners' capital	718,288	839,520
Total liabilities and partners' capital	1,509,771	1,516,482
Limited partner \| Common units
Partners' capital:
Total partners' capital	557,583	600,401
Limited partner \| Subordinated units
Partners' capital:
Total partners' capital	150,787	225,221
General partner \| General partner units
Partners' capital:
Total partners' capital	$ 9,918	$ 13,898

Condensed Consolidated Balance Sheets (Parenthetical) - shares	Dec. 31, 2015	Dec. 31, 2014
Common units
Limited partner units issued (in shares)	38,556,245	31,307,116
Limited partner units outstanding (in shares)	38,556,245	31,307,116
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

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands		12 Months Ended
	Jan. 18, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Revenues:
Contract operations		$ 263,816	$ 217,361	$ 150,360
Parts and service		6,729	4,148	2,558
Total revenues		270,545	221,509	152,918
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization		81,539	74,035	48,097
Selling, general, and administrative		40,950	38,718	27,587
Depreciation and amortization		85,238	71,156	52,917
Loss (gain) on sale of assets		(1,040)	(2,233)	284
Impairment of compression equipment		27,274	2,266	203
Impairment of goodwill		172,189
Total costs and expenses		406,150	183,942	129,088
Operating income (loss)		(135,605)	37,567	23,830
Other income (expense):
Interest expense, net		(17,605)	(12,529)	(12,488)
Other		22	11	9
Total other expense		(17,583)	(12,518)	(12,479)
Net income (loss) before income tax expense		(153,188)	25,049	11,351
Income tax expense		1,085	103	280
Net income (loss)		(154,273)	24,946	11,071
Net income (loss) allocated to:
General partner’s interest in net income (loss)	$ 5	(1,477)	760	211
Limited partners' interest in net income (loss)	$ 530
Net Income (Loss) Subsequent to Initial Public Offering		$ (154,273)	$ 24,946	$ 10,536
Net income per unit:
Distributions declared per limited partner unit for respective periods (in dollars per unit)		$ 2.09	$ 2.01	$ 1.73
Common units
Net income (loss) allocated to:
Limited partners' interest in net income (loss)		$ (107,513)	$ 16,811	$ 5,805
Weighted average units outstanding:
Basic (in units)		34,109,547	28,087,498	18,043,075
Diluted (in units)		34,109,547	28,146,446	18,086,745
Net income per unit:
Basic (in dollars per unit)		$ (3.15)	$ 0.60	$ 0.32
Diluted (in dollars per unit)		$ (3.15)	$ 0.60	$ 0.32
Subordinated units
Net income (loss) allocated to:
Limited partners' interest in net income (loss)		$ (45,283)	$ 7,375	$ 4,520
Weighted average units outstanding:
Basic and diluted (in units)		14,048,588	14,048,588	14,048,588
Net income per unit:
Basic and diluted (in dollars per unit)		$ (3.22)	$ 0.52	$ 0.32

Condensed Consolidated Statements of Changes in Partners' Capital - USD ($) $ in Thousands	Common units Limited partner	Common units	Subordinated units Limited partner	Subordinated units	General partner units General partner	General partner	Limited partner	Total
Partners' capital at Dec. 31, 2012						$ 2,396	$ 341,130	$ 343,526
Increase (Decrease) in Partners' Capital
Conversion of Partners' capital for common and subordinated units, Incentive Distribution Rights, and General Partner interest	$ 74,526		$ 258,605		$ 10,930	$ (2,401)	$ (341,660)
Conversion of Partners' capital for common and subordinated units, Incentive Distribution Rights, and General Partner interest (in units)	4,049,000		14,049,000
Issuance of common units in initial public offering	$ 180,555							180,555
Issuance of units in common units in initial public offering (in units)	11,000,000
Vesting of phantom units (in units)	4,000
General partner contribution					4,251			4,251
Distributions and DERs	$ (22,872)		$ (17,533)		(819)			(41,224)
Issuance of common units	$ 26,286							26,286
Issuance of common units	1,084,000
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)	7,425,000
Net loss								11,071
Partners' capital at Dec. 31, 2013	$ 447,562		$ 245,592		14,573			707,727
Increase (Decrease) in Partners' Capital
Partners' Capital Account, Units	23,562,000		14,049,000
Vesting of phantom units	$ 1,707							1,707
Vesting of phantom units (in units)	76,000
General partner contribution					294			294
Distributions and DERs	$ (53,854)		$ (27,746)		(1,729)			(83,329)
Issuance of common units	$ 188,992							188,992
Issuance of common units	7,669,000
Unit-based compensation	$ 353							353
Modification of unit-based compensation	(1,170)							(1,170)
Net loss	16,811		7,375		760			24,946
Partners' capital at Dec. 31, 2014	$ 600,401		$ 225,221		13,898			839,520
Increase (Decrease) in Partners' Capital
Partners' Capital Account, Units	31,307,000		14,049,000
Limited Partners' Capital Account, Units Outstanding		31,307,116		14,048,588
Vesting of phantom units	$ 1,844							1,844
Vesting of phantom units (in units)	101,000
Distributions and DERs	$ (69,480)		$ (29,151)		(2,503)			(101,134)
Issuance of common units	$ 132,006							132,006
Issuance of common units	7,148,000
Unit-based compensation	$ 325							325
Net loss	(107,513)		(45,283)		(1,477)			(154,273)
Partners' capital at Dec. 31, 2015	$ 557,583		$ 150,787		$ 9,918			$ 718,288
Increase (Decrease) in Partners' Capital
Partners' Capital Account, Units	38,556,000		14,049,000
Limited Partners' Capital Account, Units Outstanding		38,556,245		14,048,588

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net income (loss)	$ (154,273)	$ 24,946	$ 11,071
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	85,238	71,156	52,917
Amortization of debt issue costs	1,702	1,224	2,192
Unit-based compensation expense	3,863	3,034	1,343
Net (gain) loss on sale of assets	(1,040)	(2,233)	284
Impairment of compression equipment	27,274	2,266	203
Impairment of goodwill	172,189
Changes in assets and liabilities:
Accounts receivable	(439)	(2,659)	(11,674)
Inventory	(14,340)	(4,942)	(5,725)
Prepaids	(1,580)	1,380	(600)
Other noncurrent assets	(3)	(39)	3,824
Accounts payable	(3,310)	(1,431)	8,132
Accrued liabilities and deferred revenue	2,120	9,189	6,223
Net cash provided by operating activities	117,401	101,891	68,190
Cash flows from investing activities:
Capital expenditures	(281,050)	(381,943)	(159,547)
Proceeds from sale of property and equipment	1,735	1,420	2,227
Proceeds from insurance recovery	1,157
Acquisitions, net of cash			3,374
Net cash used in investing activities	(278,158)	(380,523)	(153,946)
Cash flows from financing activities:
Proceeds from long-term debt	480,004	538,644	243,501
Payments on long-term debt	(345,681)	(364,714)	(324,834)
Cash paid for taxes related to net settlement of unit-based awards	(210)	(334)
Cash distributions	(45,078)	(32,345)	(14,669)
General partner contribution		294	4,251
Financing costs	(3,388)	(961)	(3,048)
Net proceeds from issuance of common units	75,111	138,047	180,555
Net cash provided by financing activities	160,758	278,631	85,756
Increase (decrease) in cash and cash equivalents	1	(1)
Cash and cash equivalents, beginning of period	6	7	7
Cash and cash equivalents, end of period	7	6	7
Supplemental cash flow information:
Cash paid for interest	17,110	12,622	10,603
Cash paid for taxes	282	115	196
Supplemental non-cash transactions:
Non-cash distribution to certain limited partners (DRIP)	56,895	51,707	26,286
Change in capital expenditures included in accounts payable and accrued liabilities	$ (19,256)	16,515	$ 15,846
Capital Lease Transaction
Installment receivable		(24,820)
Property and equipment write-off		22,134
(Gain) on transaction		$ (2,686)

The Partnership, Nature of Business, and Recent Transactions	12 Months Ended
	Dec. 31, 2015
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, LP, 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. 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 as well as certain compression assets acquired after the acquisition. Each of Leasing Subsidiary and LeaseCo 2 leases its compressor fleet to Operating Subsidiary and OpCo 2, respectively, for use in providing compression services to customers. The Partnership is a guarantor to Operating Subsidiary’s revolving credit facility and each of Leasing Subsidiary, OpCo2 and LeaseCo2 are co-borrowers on the revolving credit facility (see Note 8). 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, provides compression services under term contracts with customers in the natural gas and crude oil industry, using natural gas compression packages that it designs, engineers, owns, 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

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. The Partnership considers investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents.

(b)Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts of $2.1 million and $0.4 million as of December 31, 2015 and 2014, respectively, is the Partnership’s best estimate of the amount of probable credit losses in the Partnership’s existing accounts receivable. Bad debt expense for the year ended December 31, 2015 was $1.8 million. The determination of the allowance for doubtful accounts requires us to make estimates and judgments regarding our customers’ ability to pay amounts due. The Partnership determines the allowance based upon historical write-off experience, specific customer circumstances and the overall business climate in which our customers operate. The Partnership does not have any off-balance-sheet credit exposure related to its customers.

(c)Inventories

Inventory consists of serialized and non-serialized parts used primarily in the repair of compression units. Serialized parts inventories are valued at the lower of cost or market value using the specific identification method, while non-serialized parts inventory is valued using the weighted average cost method. Purchases of these assets are considered operating activities in the consolidated statement of cash flows.

Significant components of inventories as of December 31, 2015 and 2014 are as follows (in thousands):


	2015		2014
Serialized parts	$	18,361	$	9,286
Non-serialized parts		825		—
Total Inventory, gross		19,186		9,286
Less: obsolete and slow moving reserve		(314)		(363)
Total Inventory, net	$	18,872	$	8,923

(d)Property and Equipment

Property and equipment are carried at cost. Overhauls and major improvements that increase the value or extend the life of compression equipment are capitalized and depreciated over 3 to 5 years. Ordinary maintenance and repairs are charged to cost of operations, exclusive of depreciation and amortization. Depreciation is calculated using the straight-line method 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, 2015, 2014 and 2013 was $81.7 million, $67.6 million and $49.7 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 or will no longer be utilized in the operating fleet. 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 associated with the operating fleet, 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, the expected net sale proceeds compared to the other similarly configured fleet units the Partnership recently sold or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment the Partnership plans to use.

Refer to Note 4 for more detailed information about impairment charges during the years ended December 31, 2015 and 2014.

(f)Revenue Recognition

Revenue from contract operations is recorded when earned over the period of the contract, which generally ranges 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 allocable 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.

Refer to Note 7 for more detailed information about the Revised Texas Franchise Tax for the years ended December 31, 2015, 2014 and 2013.

(h)Fair Value Measurements

Accounting standards on fair value measurements 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.

As of December 31, 2015 and 2014, the Partnership’s financial instruments consisted 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 due to the floating interest rates associated with the debt.

Phantom unit awards granted to employees under the USA Compression Partners, LP 2013 Long-Term Incentive Plan (the “LTIP”) are accounted for as a liability, and such liability is re-measured on a quarterly basis. The liability is based on the publicly quoted price of the Partnership’s common units, which is considered a Level 1 input. Refer to Note 10 for more detailed information about unit-based compensation for the years ended December 31, 2015, 2014 and 2013.

As part of the impairment analysis of goodwill, the fair value of the Partnership’s goodwill was re-measured using Level 3 inputs. Refer to the Goodwill section of Note 2 below for more detailed information about the valuation as of December 31, 2015 and 2014.

(i)Pass Through Taxes

Sales 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 (“GAAP”) 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. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could differ from these estimates.

(k)Identifiable Intangible Assets

As of December 31, 2015, identifiable intangible assets consisted of the following (in thousands):


	Customer
	Relationships		Trade Names		Non-compete		Total
Gross Balance at December 31, 2013	$	78,700		15,600		900	$	95,200
Additions		—		—		—		—
Accumulated amortization		(10,047)		(2,496)		(300)		(12,843)
Net Balance at December 31, 2014	$	68,653	$	13,104	$	600	$	82,357
Gross Balance at December 31, 2014		78,700		15,600		900		95,200
Additions		—		—		—		—
Accumulated amortization		(12,782)		(3,120)		(525)		(16,427)
Net Balance at December 31, 2015	$	65,918	$	12,480	$	375	$	78,773

Identifiable intangible assets are amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives range from 4 to 30 years. Amortization expense for the years ended December 31, 2015, 2014 and 2013 was $3.6 million, $3.6 million and $3.2 million, respectively. The expected amortization of the identifiable intangible assets for each of the five succeeding years is as follows (in thousands):


Year ending December 31,	Total
2016	$	3,584
2017		3,509
2018		3,359
2019		3,359
2020		3,359

The Partnership assesses identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Partnership did not record any impairment of identifiable intangible assets in the years ended December 31, 2015, 2014 or 2013.

(l)Goodwill

Goodwill represents consideration paid in excess of the fair value of the identifiable net 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, 2015, a quantitative assessment was performed to determine whether the fair value of the Partnership’s single reporting unit was greater than its carrying value. As of October 1, 2015, the fair value was determined to be in excess of the carrying value. Due to the identification of certain impairment indicators during the fourth quarter of 2015, specifically (1) the decline in the market price of the Partnership’s common units, (2) the sustained decline in global commodity prices, and (3) the decline in performance of the Alerian MLP Index, the Partnership prepared a quantitative assessment as of December 31, 2015. This assessment indicated that the calculated fair value was less than the carrying value. As such, the Partnership prepared a Step 2 impairment test which measures the amount of the impairment loss and involves a hypothetical allocation of the estimated fair value of the reporting unit among all assets and liabilities of the reporting unit. The carrying value of goodwill exceeded the implied value of goodwill and an impairment charge was recorded for $172.2 million. The fair value of our single reporting unit was calculated using the Discounted Cash Flow Method, an income approach. This method utilizes Level 3 inputs from the fair value hierarchy. The impairment of goodwill is primarily the result of the sustained decline in the market price of the Partnership’s common units. The continued decline in commodity prices has adversely impacted many of the Partnership’s customers and resulted in a significant decline in their future capital expansion plans. This has in turn reduced the Partnership’s expected future capital expansion plans and in turn, the Partnership’s estimated future cash flows.

The Partnership had approximately $35.9 million of goodwill remaining on the balance sheet as of December 31, 2015. No impairment of goodwill was recorded in the years ended December 31, 2014 and 2013.

(m)Capitalized Interest

For each of the years ended December 31, 2015 and 2014, the Partnership capitalized $0.3 million of interest expense in accordance with Accounting Standards Codification (“ASC”) Topic 835-20 for interest costs incurred during the period related to upfront payments required in acquiring certain compression units. The Partnership capitalized no interest during the year ended December 31, 2013.

(n)Operating Segment

The Partnership operates in a single business segment, the compression services business.

Acquisitions

12 Months Ended

Dec. 31, 2015

Acquisitions

Acquisitions

(3) Acquisition

On August 30, 2013, the Partnership completed the acquisition of assets and certain liabilities related to S&R Compression, LLC’s (“S&R”) 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”). The S&R Acquisition was consummated pursuant to the contribution agreement with S&R and Argonaut Private Equity L.L.C. (“Argonaut”). The S&R Acquisition had an effective date (from a standpoint of settling working capital) of June 30, 2013. The consolidated financial statements reflect the operating results of the S&R Acquisition for the period subsequent to the August 30, 2013 acquisition. At the time of the closing of the acquisition, 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. The resale of the common units issued in the S&R Acquisition was registered pursuant to the Shelf Registration Statement (as defined below). 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 ASC Topic 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 were 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, the Partnership 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. This goodwill was included as a component of the goodwill impairment, as described in Note 2. 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.

Revenue, Net Income and Pro Forma Financial Information — Unaudited

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 $0.6 million of SG&A and $3.7 million of depreciation and amortization, resulting in $5.8 million of net income. The net income attributable to these assets does not reflect certain expenses, such as certain 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 audited historical consolidated financial statements for the year ended December 31, 2013 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, the Partnership 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 pro forma financial information (in thousands, except for unit amounts):


	Year Ended December 31,
	2013
	(unaudited)
Total revenues	$	176,254
Net income		15,919
Net income allocated to:
General partner’s interest in net income		318
Limited partner’s interest in net income:
Common units		10,054
Subordinated units		5,546
Basic and diluted net income per common unit	$	0.39
Basic and diluted net income per subordinated unit	$	0.39

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 for the year ended December 31, 2013. Incremental operating costs related to the S&R Acquisition were $12.2 million for the year ended December 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 $9.7 million for the year ended December 30, 2013.

(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 then 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 for the year ended December 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

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=35744584&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=35744584&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=39739317&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=35744584&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=39739317&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=39739317&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=39739317&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=35744584&loc=d3e6996-128479

+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2015

Property and Equipment

Property and Equipment

(4) Property and Equipment

Property and equipment consisted of the following at December 31 (in thousands):


	2015		2014
Compression equipment	$	1,520,835	$	1,311,943
Furniture and fixtures		669		619
Automobiles and vehicles		19,284		17,303
Computer equipment		21,457		11,913
Leasehold improvements		1,197		858
Total Property and equipment, gross		1,563,442		1,342,636
Less: accumulated depreciation and amortization		(245,399)		(179,999)
Total Property and equipment, net	$	1,318,043	$	1,162,637

As of December 31, 2015 and 2014, there was $13.1 million and $32.4 million, respectively, of property and equipment purchases in accounts payable and accrued liabilities.

For the year ended December 31, 2015, non-cash transfers of inventory to and from property and equipment totaled $4.0 million. These transfers have been treated as non-cash inventory activities in the Consolidated Statements of Cash Flows.

During the year ended December 31, 2015, insurance recoveries of $1.2 million were received on previously impaired compression equipment and are reported within the Loss (gain) on sale of assets line in the Consolidated Statements of Operations.

During the year ended December 31, 2015, the Partnership evaluated the future deployment of its idle fleet under current market conditions and determined to retire and either sell or re-utilize the key components of 166 compressor units, or approximately 58,000 horsepower, that were previously used to provide services in the Partnership’s business. This compression equipment was written down to its respective estimated salvage value, measured using quoted market prices, or the estimated component value of the equipment the Partnership plans to use. The Partnership recorded $27.3 million, $2.3 million and $0.2 million in impairment of compression equipment for the years ended December 31, 2015, 2014 and 2013, respectively.

Installment Receivable	12 Months Ended
Installment Receivable	Dec. 31, 2015
Installment Receivable
Installment Receivable	(5) Installment Receivable On June 30, 2014, the Partnership entered into a FMV Bargain Purchase Option Grant Agreement (the “Capital Lease Transaction”) with a customer, pursuant to which the Partnership granted a bargain purchase option to the customer with respect to certain compressor packages leased to the customer (each a “Subject Compressor Package”). The bargain purchase option provides the customer with an option to acquire the equipment at a value significantly less than the fair market value at the end of the lease term. The Capital Lease Transaction was accounted for as a sales type lease and, as of December 31, 2015 and 2014, resulted in a current installment receivable of $3.0 million and $2.8 million, respectively, included in other accounts receivable and a long-term installment receivable of $17.3 million and $20.2 million, respectively. Additionally, the Partnership recorded a $2.6 million gain on sale of assets related to the Capital Lease Transaction for the year ended December 31, 2014. For the year ended December 31, 2015, non-cash transfers from long-term installment receivable to current installment receivable totaled $3.0 million. These transfers have been treated as non-cash accounts receivable activities in the Consolidated Statements of Cash Flows.

Accrued Liabilities	12 Months Ended
Accrued Liabilities	Dec. 31, 2015
Accrued Liabilities
Accrued Liabilities	(6) Accrued Liabilities Other current liabilities included accrued payroll and benefits and accrued property taxes. The Partnership recognized $7.1 million and $5.5 million of accrued payroll and benefits as of December 31, 2015 and 2014, respectively. The Partnership recognized $4.1 million and $4.8 million of accrued property taxes as of December 31, 2015 and 2014, respectively.

Income Tax Expense

12 Months Ended

Dec. 31, 2015

Income Tax Expense Disclosure Abstract

Income tax expense

(7) Income Tax Expense

The Partnership is subject to the Revised Texas Franchise Tax (“Texas Margin Tax”). The Partnership does not do business in any other state where a similar tax is applied.

The Texas Margin Tax became effective for tax reports originally due on or after January 1, 2008. This margin tax requires certain forms of legal entities, including limited partnerships, to pay a tax of 1.0% (or 0.75% for 2015 and forward) on its “margin,” as defined in the law, based on annual results. The margin tax base to which the tax rate is applied is the least of (1) 70% of total revenues for federal income tax purposes, (2) total revenue less cost of goods sold or (3) total revenue less compensation for federal income tax purposes. For the years ended December 31, 2015, 2014 and 2013, the Partnership recorded expense related to the Texas margin tax of $1.1 million, $0.1 million and $0.3 million, respectively.

Components of income tax expense are as follows (in thousands):


	2015		2014		2013

Current tax expense:
State income tax	$	211	$	103	$	280
Total current tax expense		211		103		280

Deferred tax expense:
State income tax	$	874	$	—	$	—
Total deferred tax expense		874		—		—

Total income tax expense	$	1,085	$	103	$	280

Deferred income tax balances are the direct effect of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the taxes are actually paid or recovered. The tax effects of temporary differences that give rise to deferred tax liabilities are as follows (in thousands):


	2015		2014

Deferred tax liabilities
Property and equipment	$	874	$	—
Total deferred tax liabilities		874		—
Net deferred tax liabilities	$	874	$	—

The Financial Accounting Standards Board’s (“FASB”) ASC Topic 740-10 (“ASC 740-10”) provides guidance on measurement and recognition in accounting for income tax uncertainties and provides related guidance on derecognition, classification, disclosure, interest, and penalties. As of December 31, 2015, the Partnership had no material unrecognized tax benefits (as defined in ASC 740-10). The Partnership does not expect to incur interest charges or penalties related to its tax positions, but if such charges or penalties are incurred, the Partnership’s policy is to account for interest charges as Interest expense, net and penalties as Income tax expense in the Consolidated Statements of Operations.

Long-Term Debt

12 Months Ended

Dec. 31, 2015

Long-Term Debt

Long-Term Debt

(8) Long-Term Debt

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


	2015		2014
Revolving Credit Facility	$	729,187	$	594,864

On December 13, 2013, the Partnership entered into a Fifth Amended and Restated Credit Agreement (the “revolving credit facility”) whereby the aggregate commitment under the facility increased from $600 million to $850 million (subject to availability under the Partnership’s borrowing base and a further potential increase of $100 million) and reduced the applicable margin for BBA London Interbank Offering Rate (“LIBOR”) loans to a range of 150 to 225 basis points above LIBOR, depending on the Partnership’s leverage ratio. The Partnership’s revolving credit facility is secured by a first priority lien against its assets.

On June 30, 2014, the Partnership entered into a letter agreement regarding a limited consent, amendment and subordination relating to the revolving credit facility to (a) permit the Capital Lease Transaction, (b) permit the customer’s lien with respect to the Subject Compressor Packages, (c) to subordinate the lien of JPMorgan Chase Bank, N.A., as administrative agent under our revolving credit facility, for the benefit of itself and the lenders under the revolving credit facility, to the lien and purchase option of the customer with respect to the Subject Compressor Packages, (d) authorize the release of the lien of the administrative agent, for the benefit of itself and the lenders, upon the exercise by the customer of its purchase option with respect to a specific Subject Compressor Package and (e) amend certain other provisions of the revolving credit facility.

On January 6, 2015, the Partnership entered into a Second Amendment to our revolving credit facility, whereby, the aggregate commitment under the revolving credit facility increased from $850.0 million to $1.1 billion (subject to availability under our borrowing base), with a further potential increase of $200 million and the maturity date of the revolving credit facility was extended to January 6, 2020. In addition, this Second Amendment provided additional flexibility under the financial covenants of the revolving credit facility.

The revolving credit facility permits the Partnership 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 revolving credit facility 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 revolving credit facility 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 through December 31, 2014, (b) 5.95 to 1.0 through the end of the fiscal quarter ending June 30, 2015, (c) 5.50 to 1.0 through the end of the fiscal quarter ending June 30, 2016 and (d) 5.00 to 1.0 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 revolving credit facility in the amount of $3.4 million, $0.2 million, and $3.0 million in 2015, 2014 and 2013, respectively, which were capitalized to loan costs and will be amortized through January 2020. The Partnership wrote off $0.3 million in 2013 related to certain third parties that exited the credit facility.

As of December 31, 2015 and 2014, the Partnership was in compliance with all of its covenants under the revolving credit facility.

As of December 31, 2015, the Partnership had outstanding borrowings under its revolving credit facility of $729.2 million, $370.8 million of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $101.0 million. The borrowing base consists of eligible accounts receivable, inventory and compression units. The largest component, representing 91% and 94% of the borrowing base as of December 31, 2015 and 2014, respectively, was eligible compression units. Eligible compression units consist of compressor packages that are leased, rented or under service contracts to customers and carried in the financial statements as fixed assets. The Partnership’s interest rate in effect for all borrowings under its revolving credit facility as of December 31, 2015 and 2014 was 2.26% and 2.16%, respectively, with an average interest rate of 2.24%, 2.22%, and 2.43% during 2015, 2014 and 2013, respectively. There were no letters of credit issued as of December 31, 2015 and 2014.

The revolving credit facility matures in January 2020 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 as of December 31, 2015 and 2014.

Maturities of long-term debt (in thousands):


Year ending December 31,
2016		—
2017		—
2018		—
2019		—
2020		729,187
Total Debt	$	729,187

In the event that any of the Operating Subsidiaries 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 will be 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 Partnership’s or USA Compression Finance Corp.’s (together, 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 the indenture governing such debt and any debt securities issued under such indenture, except a discharge or release by or as a result of payment under such guarantees. Capitalized terms used but not defined in this paragraph are defined in the Form of Indenture filed as exhibit 4.1 to such registration statement.

Partners' Capital

12 Months Ended

Dec. 31, 2015

Partners' Capital.

Partners' Capital

(9) Partner’s Capital

As of February 9, 2016, USA Compression Holdings held 7,267,511 common units and 14,048,588 subordinated units and controlled the General Partner which held an approximate 1.46% general partner interest (the “General Partner’s Interest”) and the incentive distribution rights (“IDRs”). See the Consolidated Statement of Changes in Partners’ Capital.

Subordinated Units

All of the subordinated units are held by USA Compression Holdings. The Partnership’s limited partnership agreement (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 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 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. All of our outstanding subordinated units will convert to common units on a one-for-one basis on February 16, 2016 upon the Partnership’s payment of its quarterly distribution on February 12, 2016.

Incentive Distribution Rights

The General Partner holds all of 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 the Partnership’s 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 General Partner’s Interest, and assume the General Partner has contributed any additional capital necessary to maintain its General Partner’s Interest, the General Partner has not transferred the IDRs and there are no arrearages on common units.


		Marginal Percentage Interest in
	Total Quarterly	Distributions
	Distributions per Unit	Unitholders		General Partner
Minimum Quarterly Distribution	$0.425	98.54	%	1.46	%
First Target Distribution	up to $0.4888	98.54	%	1.46	%
Second Target Distribution	above $0.4888 up to $0.5313	85.54	%	14.46	%
Third Target Distribution	above $0.5313 up to $0.6375	75.54	%	24.46	%
Thereafter	above $0.6375	50.54	%	49.46	%

Cash Distributions

The Partnership has declared quarterly distributions per unit to limited partner unitholders of record, including holders of common, subordinated and phantom units and distributions paid to the General Partner, including the General Partner’s Interest and IDRs, as follows (dollars in millions, except distribution per unit):


	Distribution per			Amount Paid to		Amount Paid to		Amount Paid to		Amount Paid to
	Limited Partner			Common		Subordinated		General		Phantom		Total
Payment Date	Unit			Unitholders		Unitholder		Partner		Unitholders		Distribution
May 15, 2013	$	0.348	(1)	$	5.2	$	4.9	$	0.2	$	—	$	10.3
August 14, 2013		0.440			6.7		6.2		0.3		—		13.2
November 14, 2013		0.460			10.6		6.5		0.3		—		17.4
February 14, 2014		0.480			11.3		6.7		0.4		—		18.4
May 15, 2014		0.490			11.8		6.9		0.4		0.2		19.3
August 14, 2014		0.500			15.1		7.0		0.5		0.2		22.8
November 14, 2014		0.505			15.5		7.1		0.5		0.2		23.3
February 13, 2015		0.510			16.0		7.2		0.5		0.1		23.8
May 15, 2015		0.515			16.6		7.2		0.6		0.2		24.6
August 14, 2015		0.525			17.2		7.4		0.7		0.2		25.5
November 13, 2015		0.525			19.7		7.4		0.7		0.2		28.0

(1)

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

Announced Quarterly Distribution

On January 21, 2016, the Partnership announced a cash distribution of $0.525 per unit on its common and subordinated units. The distribution will be paid on February 12, 2016 to unitholders of record as of the close of business on February 2, 2016. USA Compression Holdings, the owner of approximately 41% of the Partnership’s outstanding limited partner interests has elected to reinvest all of this distribution with respect to its units pursuant to the Partnership’s distribution reinvestment plan (the “DRIP”).

Dividend Reinvestment Program

For the years ended December 31, 2015, 2014 and 2013, distributions of $56.9 million, $51.7 million and $26.3 million, respectively, were reinvested under the DRIP resulting in the issuance of 3.1 million, 2.1 million and 1.1 million common units, respectively. Such distributions are treated as non-cash transactions in the accompanying Consolidated Statements of Cash Flows.

Equity Offerings

On September 15, 2015, the Partnership closed a public offering of 4,000,000 common units at a price to the public of $19.33 per common unit. The Partnership used the net proceeds of $74.4 million (net of underwriting discounts and commission and offering expenses) to reduce the indebtedness outstanding under its revolving credit facility.

On May 21, 2015, the Partnership issued 34,921 common units in a private placement to Argonaut for $0.7 million in a transaction that was exempt from registration under Section 4(a)(2) of the Securities Act. The Partnership used the proceeds from the private placement for general partnership purposes. There were no other unregistered sales of securities during the years ended December 31, 2015 or 2014.

On May 19, 2014, the Partnership closed a public offering of 6,600,000 common units, of which 5,600,000 common units were sold by the Partnership and 1,000,000 common units were sold by certain selling unitholders, including USA Compression Holdings and Argonaut (the “Selling Unitholders”), at a price to the public of $25.59 per common unit. USA Compression Holdings and Argonaut granted the underwriters an option to purchase up to an additional 990,000 common units to cover over-allotments, which was exercised by the underwriters in full and closed on May 27, 2014. The Partnership used the net proceeds of $138.0 million (net of underwriting discounts and commissions and offering expenses) to reduce the indebtedness outstanding under the revolving credit facility.

On April 23, 2014, the Partnership’s registration statement on Form S-3 (Reg. No. 333-193724) (as amended, the “Shelf Registration Statement”) was declared effective by the Securities and Exchange Commission. Under the Shelf Registration Statement, the Partnership registered the offer and sale of (1) up to $1.0 billion 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 and (2) up to 27,074,118 common units held by certain selling unitholders and up to 6,266,024 common units that may be issued to such selling unitholders under 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 subordinated units and the General Partner’s Interest (including its IDRs) meet the definition of participating securities as defined by the FASB’s 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 and subordinated unit are determined by dividing net income (loss) allocated to the common and subordinated units, respectively, after deducting the amount allocated to the General Partner (including distributions to the General Partner on the General Partner Interest and its IDRs), by the weighted average number of outstanding common and subordinated units, respectively, during the period. Net income (loss) is allocated to the common units, subordinated units and the General Partner Interest (including its IDRs) based on their respective shares of the distributed and undistributed earnings for the period. To the extent cash distributions exceed net income (loss) for the period, the excess distributions are allocated to all participating units outstanding based on their respective ownership percentages. Diluted earnings per unit are computed using the treasury stock method, which considers the potential issuance of limited partner units associated with the LTIP. Unvested phantom units are not included in basic earnings per unit, as they are liability classified and as such are not considered to be participating securities, but are included in the calculation of diluted earnings per unit. For the year ended December 31, 2015, approximately 121,000 incremental phantom units were excluded from the calculation of diluted units because the impact was anti-dilutive.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2014
Employee Benefit Plans
Employee Benefit Plans	(11) Employee Benefit Plans A 401(k) plan is available to all of the Partnership’s current employees. The plan permits employees to make contributions up to 20% of their salary, up to statutory limits, which was $18,000 in 2015. The plan provides for discretionary matching contributions by the Partnership on an annual basis. Aggregate matching contributions made by the Partnership were $0.8 million, $0.7 million and $0.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Unit-based Compensation

12 Months Ended

Dec. 31, 2015

Unit-based Compensation

Unit-based Compensation

(10) Unit-Based Compensation

Class B Units

During 2011 and 2013, USA Compression Holdings issued to certain employees and members of its management, who provide services to the Partnership, Class B non-voting 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 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’ Class A unitholder’s capital contributions and an 8% return on each Class A unitholder’s capital account, compounded annually, (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. The units have no expiry date provided the employee remains employed with USA Compression Holdings 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
					Unit-based
	Grant date fair				compensation
	value per unit		Vested	Unvested	expense
Balance of awards as of December 31, 2012			570,313	617,187
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					$	—
Issuance of profit interest units	$	—	—	—
Vesting			80,078	(80,078)
Forfeitures			—	—
Balance of awards as of December 31, 2014			1,119,141	130,859
Expense recorded in 2014					$	—
Issuance of profit interest units	$	—	—	—
Vesting			42,968	(42,968)
Forfeitures			(125,000)	—
Balance of awards as of December 31, 2015			1,037,109	87,891
Expense recorded in 2015					$	—

Fair value of the Class B units is based on enterprise value calculated by a predetermined formula. As of December 31, 2015 and 2014, there was no unit-based compensation expense or liability recorded related to these Class B units.

The Partnership’s initial public offering 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 date 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 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 initial public offering, the board of directors of the General Partner (the “Board”) adopted 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, DERs, 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.

In February 2014, the Board approved a modification to all of the phantom unit awards that were granted to employees pursuant to the LTIP during the 2013 fiscal year. The modification provided all employees with phantom unit awards granted during 2013 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. The fair value is re-measured at the end of each reporting period using the market price of the common units. 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. The total incremental compensation cost recorded in February 2014 as a result of the modification was $1.2 million.

During the years ended December 31, 2015 and 2014, an aggregate of 320,636 and 187,856, respectively, phantom units (including the corresponding DERs) were granted under the LTIP to the General Partner’s executive officers and employees and independent directors. The phantom units granted in 2015 and 2014 provide the employees with an option of settling a portion of their award in cash and a portion in units. The phantom units (including the corresponding DERs) 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. The phantom units will generally vest in full in the event of a change in control and a termination of employment. 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. Phantom units granted to employees during the years ended December 31, 2015 and 2014 are accounted for as a liability and are re-measured at the end of each reporting period using the market price of the common units. As of December 31, 2015 and 2014, the total unit-based compensation liability was $2.0 million and $1.3 million, respectively. Phantom units granted to independent directors do not have the cash settlement option and as such are subject to equity treatment. 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.

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 in selling, general and administrative expense. During the years ended December 31, 2015, 2014 and 2013, the Partnership recognized $3.9 million, $3.0 million and $1.3 million, respectively, of compensation expense associated with these awards, net of expense related to forfeited units. During the years ended December 31, 2015 and 2014, amounts paid by the Partnership for income tax withholdings related to the vesting of awards under the LTIP were $0.2 million in each year and the value of phantom units that vested and were redeemed by the Partnership for cash was immaterial and $0.1 million, respectively. During the year ended December 31, 2013, no employee awards under the LTIP plan vested. The total fair value and intrinsic value of the phantom units vested under the LTIP was $2.2 million, $2.4 million, and $0.1 million during the years ended December 31, 2015, 2014 and 2013, respectively.

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


		Weighted-Average
		Grant Date Fair
	Number of Units	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
Granted	187,856		26.29
Vested	88,707		17.20
Forfeited	60,038		18.81
Phantom units outstanding at December 31, 2014	269,102	$	23.65
Granted	320,636		19.04
Vested	111,991		22.96
Forfeited	20,666		21.77
Phantom units outstanding at December 31, 2015	457,081	$	22.10

(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 $3.6 million as of December 31, 2015. The Partnership expects to recognize the unrecognized compensation cost for these awards on a weighted-average basis over a period of 1.7 years.

Each phantom unit granted to an independent director is granted in tandem with a corresponding 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. Accumulated but unpaid DERs are never paid if the underlying phantom unit award is forfeited.

Each phantom unit granted to an executive officer or an employee is granted in tandem with a corresponding DER, which is paid quarterly on the distribution date from the grant date until the earlier of the settlement or the forfeiture of the related phantom units.

Transactions with Related Parties	12 Months Ended
Transactions with Related Parties	Dec. 31, 2015
Transactions with Related Parties
Transactions with Related Parties	(12) Transactions with Related Parties William Shea, Jr., who has served as a director of the General Partner since June 2011, served as Chief Executive Officer of the general partner of a customer from March 2010 to March 2014. For the years ended December 31, 2014 and 2013, subsidiaries of this customer made compression service payments to us of approximately $0.6 million and $3.0 million, respectively. John Chandler, who has served as a director of the General Partner since October 2013, has served as a director of a customer since October 2014. During the year ended December 31, 2015 and the period of Mr. Chandler’s appointment for the year ended December 31, 2014, the Partnership recognized approximately $8.8 million and $1.7 million, respectively, in revenue on compression services and $1.3 million and $0.1 million, respectively, in accounts receivable from this customer on the Consolidated Balance Sheets as of December 31, 2015 and 2014.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Recent Accounting Pronouncement	12 Months Ended
Recent Accounting Pronouncement	Dec. 31, 2015
Recent Accounting Pronouncement
Recent Accounting Pronouncement	(13) Recent Accounting Pronouncements In April 2015, the FASB issued an Accounting Standards Update (“ASU”) that clarified when fees paid in a cloud computing arrangement pertain to the acquisition of a software license and/or services. When a cloud computing arrangement includes a license of software, the fee attributable to the software license portion of the arrangement will be capitalized when the criteria for capitalization of internal-use software are met. When a cloud computing arrangement does not include a license of software, the arrangement will be treated as a service contract and the cost will be expensed as the services are received. This ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is permitted and entities may elect to adopt this ASU either prospectively, for all arrangements entered into or materially modified after the effective date, or retrospectively. The Partnership concluded this ASU will not have a material impact on its consolidated financial statements. In July 2015, the FASB agreed to defer by one year the mandatory effective date of its revenue recognition standard to annual and interim periods in fiscal years beginning after December 15, 2017, but will also provide entities the option to adopt it as of the original effective date. The option to use either a retrospective or cumulative-effect transition method will not change. The Partnership is currently evaluating the impact, if any, of this ASU on its consolidated financial statements. Also in July 2015, the FASB issued an ASU that changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. This ASU requires prospective adoption for inventory measurements for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The Partnership is currently evaluating the impact, if any, of this ASU on its consolidated financial statements.

- Definition

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6510796

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22583-107794

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22580-107794

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
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-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22499-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
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-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e765-108305

Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 270
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-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e725-108305

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 01
-Paragraph b
-Subparagraph 6
-Article 10

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies

Commitments and Contingencies

(14) Commitments and Contingencies

(a)

Operating Leases

Rent expense for office space, warehouse facilities and certain corporate equipment for the years ended December 31, 2015, 2014 and 2013 was $2.9 million, $2.3 million and $1.6 million, respectively. Commitments for future minimum lease payments for non-cancelable leases are as follows (in thousands):


2016	$	1,645
2017		1,460
2018		1,160
2019		1,028
2020		27
Thereafter		—
Total	$	5,320

(b)

Major Customers

The Partnership did not have revenue from any single customer greater than 10% of total revenue for the year ended December 31, 2015. The Partnership had revenue from one customer representing 11.6% and 14.3% of total revenue for the years ended December 31, 2014 and 2013, respectively. No other customer represented greater than 10% of revenue for the years ended December 31, 2014 and 2013.

(c)

Litigation

From time to time, the Partnership and its subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on 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 December 31, 2015 were $20.8 million, all of which are expected to be settled within the next twelve months.

Subsequent Event	12 Months Ended
Subsequent Event	Dec. 31, 2015
Subsequent Events
Subsequent Event	(15) Subsequent Events Phantom Units On February 9, 2016, an aggregate of 36,361 phantom units (including the corresponding DERs) were granted under the LTIP to the independent directors of the Partnership’s General Partner. The phantom units (including the corresponding DERs) awarded are subject to restrictions on transferability, customary forfeiture provisions and will vest in full on February 15, 2017.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Summary of Significant Accounting Policies

Cash and Cash Equivalents

(a)Cash and Cash Equivalents

Trade Accounts Receivable

(b)Trade Accounts Receivable

Inventories

(c)Inventories

Significant components of inventories as of December 31, 2015 and 2014 are as follows (in thousands):


	2015		2014
Serialized parts	$	18,361	$	9,286
Non-serialized parts		825		—
Total Inventory, gross		19,186		9,286
Less: obsolete and slow moving reserve		(314)		(363)
Total Inventory, net	$	18,872	$	8,923

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, 2015, 2014 and 2013 was $81.7 million, $67.6 million and $49.7 million, respectively.

Impairments of Long-Lived Assets

(e)Impairments of Long-Lived Assets

Refer to Note 4 for more detailed information about impairment charges during the years ended December 31, 2015 and 2014.

Revenue Recognition

(f)Revenue Recognition

Income Taxes

(g)Income Taxes

Refer to Note 7 for more detailed information about the Revised Texas Franchise Tax for the years ended December 31, 2015, 2014 and 2013.

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 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.

Pass Through Taxes

(i)Pass Through Taxes

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

Use of Estimates

(j)Use of Estimates

Identifiable Intangible Assets

(k)Identifiable Intangible Assets

As of December 31, 2015, identifiable intangible assets consisted of the following (in thousands):


	Customer
	Relationships		Trade Names		Non-compete		Total
Gross Balance at December 31, 2013	$	78,700		15,600		900	$	95,200
Additions		—		—		—		—
Accumulated amortization		(10,047)		(2,496)		(300)		(12,843)
Net Balance at December 31, 2014	$	68,653	$	13,104	$	600	$	82,357
Gross Balance at December 31, 2014		78,700		15,600		900		95,200
Additions		—		—		—		—
Accumulated amortization		(12,782)		(3,120)		(525)		(16,427)
Net Balance at December 31, 2015	$	65,918	$	12,480	$	375	$	78,773


Year ending December 31,	Total
2016	$	3,584
2017		3,509
2018		3,359
2019		3,359
2020		3,359

Goodwill

(l)Goodwill

Capitalized Interest

m)Capitalized Interest

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Summary of Significant Accounting Policies

Significant components of inventories

Significant components of inventories as of December 31, 2015 and 2014 are as follows (in thousands):


	2015		2014
Serialized parts	$	18,361	$	9,286
Non-serialized parts		825		—
Total Inventory, gross		19,186		9,286
Less: obsolete and slow moving reserve		(314)		(363)
Total Inventory, net	$	18,872	$	8,923

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 identifiable intangible assets

As of December 31, 2015, identifiable intangible assets consisted of the following (in thousands):


	Customer
	Relationships		Trade Names		Non-compete		Total
Gross Balance at December 31, 2013	$	78,700		15,600		900	$	95,200
Additions		—		—		—		—
Accumulated amortization		(10,047)		(2,496)		(300)		(12,843)
Net Balance at December 31, 2014	$	68,653	$	13,104	$	600	$	82,357
Gross Balance at December 31, 2014		78,700		15,600		900		95,200
Additions		—		—		—		—
Accumulated amortization		(12,782)		(3,120)		(525)		(16,427)
Net Balance at December 31, 2015	$	65,918	$	12,480	$	375	$	78,773

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

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


Year ending December 31,	Total
2016	$	3,584
2017		3,509
2018		3,359
2019		3,359
2020		3,359

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Acquisitions

Schedule of purchase price allocation (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 (in thousands, except dollars per share)


	Year Ended December 31,
	2013
	(unaudited)
Total revenues	$	176,254
Net income		15,919
Net income allocated to:
General partner’s interest in net income		318
Limited partner’s interest in net income:
Common units		10,054
Subordinated units		5,546
Basic and diluted net income per common unit	$	0.39
Basic and diluted net income per subordinated unit	$	0.39

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2015

Property and Equipment

Schedule of property and equipment (in thousands)


	2015		2014
Compression equipment	$	1,520,835	$	1,311,943
Furniture and fixtures		669		619
Automobiles and vehicles		19,284		17,303
Computer equipment		21,457		11,913
Leasehold improvements		1,197		858
Total Property and equipment, gross		1,563,442		1,342,636
Less: accumulated depreciation and amortization		(245,399)		(179,999)
Total Property and equipment, net	$	1,318,043	$	1,162,637

Income Tax Expense (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Expense Disclosure Abstract

Schedule of Components of Income Tax Expense (Benefit)

Components of income tax expense are as follows (in thousands):


	2015		2014		2013

Current tax expense:
State income tax	$	211	$	103	$	280
Total current tax expense		211		103		280

Deferred tax expense:
State income tax	$	874	$	—	$	—
Total deferred tax expense		874		—		—

Total income tax expense	$	1,085	$	103	$	280

Schedule of tax effects of temporary differences that gave rise to deferred tax liabilities

The tax effects of temporary differences that give rise to deferred tax liabilities are as follows (in thousands):


	2015		2014

Deferred tax liabilities
Property and equipment	$	874	$	—
Total deferred tax liabilities		874		—
Net deferred tax liabilities	$	874	$	—

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2015

Long-Term Debt

Schedule of long-term debt of the Partnership (in thousands)


	2015		2014
Revolving Credit Facility	$	729,187	$	594,864

Schedule of maturities of long term debt (in thousands)


Year ending December 31,
2016		—
2017		—
2018		—
2019		—
2020		729,187
Total Debt	$	729,187

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

Partners' Capital (Tables)

12 Months Ended

Dec. 31, 2015

Partners' Capital.

Schedule of cash distributions (in millions, except distribution per unit)


	Distribution per			Amount Paid to		Amount Paid to		Amount Paid to		Amount Paid to
	Limited Partner			Common		Subordinated		General		Phantom		Total
Payment Date	Unit			Unitholders		Unitholder		Partner		Unitholders		Distribution
May 15, 2013	$	0.348	(1)	$	5.2	$	4.9	$	0.2	$	—	$	10.3
August 14, 2013		0.440			6.7		6.2		0.3		—		13.2
November 14, 2013		0.460			10.6		6.5		0.3		—		17.4
February 14, 2014		0.480			11.3		6.7		0.4		—		18.4
May 15, 2014		0.490			11.8		6.9		0.4		0.2		19.3
August 14, 2014		0.500			15.1		7.0		0.5		0.2		22.8
November 14, 2014		0.505			15.5		7.1		0.5		0.2		23.3
February 13, 2015		0.510			16.0		7.2		0.5		0.1		23.8
May 15, 2015		0.515			16.6		7.2		0.6		0.2		24.6
August 14, 2015		0.525			17.2		7.4		0.7		0.2		25.5
November 13, 2015		0.525			19.7		7.4		0.7		0.2		28.0

(1)

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

Announced Quarterly Distribution

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


		Marginal Percentage Interest in
	Total Quarterly	Distributions
	Distributions per Unit	Unitholders		General Partner
Minimum Quarterly Distribution	$0.425	98.54	%	1.46	%
First Target Distribution	up to $0.4888	98.54	%	1.46	%
Second Target Distribution	above $0.4888 up to $0.5313	85.54	%	14.46	%
Third Target Distribution	above $0.5313 up to $0.6375	75.54	%	24.46	%
Thereafter	above $0.6375	50.54	%	49.46	%

Unit-based Compensation (Tables)

12 Months Ended

Dec. 31, 2015

Unit-based Compensation

Schedule of Class B units activity (in thousands, except unit amounts)


	Class B Interest Units
					Unit-based
	Grant date fair				compensation
	value per unit		Vested	Unvested	expense
Balance of awards as of December 31, 2012			570,313	617,187
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					$	—
Issuance of profit interest units	$	—	—	—
Vesting			80,078	(80,078)
Forfeitures			—	—
Balance of awards as of December 31, 2014			1,119,141	130,859
Expense recorded in 2014					$	—
Issuance of profit interest units	$	—	—	—
Vesting			42,968	(42,968)
Forfeitures			(125,000)	—
Balance of awards as of December 31, 2015			1,037,109	87,891
Expense recorded in 2015					$	—

Summary of information regarding phantom unit awards


		Weighted-Average
		Grant Date Fair
	Number of Units	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
Granted	187,856		26.29
Vested	88,707		17.20
Forfeited	60,038		18.81
Phantom units outstanding at December 31, 2014	269,102	$	23.65
Granted	320,636		19.04
Vested	111,991		22.96
Forfeited	20,666		21.77
Phantom units outstanding at December 31, 2015	457,081	$	22.10

(1)

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

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies

Schedule of commitments for future minimum lease payments on noncancelable leases (in thousands)


2016	$	1,645
2017		1,460
2018		1,160
2019		1,028
2020		27
Thereafter		—
Total	$	5,320

The Partnership, Nature of Business, and Recent Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands					12 Months Ended
	Sep. 15, 2015	May 21, 2015	May 19, 2014	Aug. 30, 2013	Dec. 31, 2013
The partnership, nature of business, and recent transactions
Issuance of units in common units in initial public offering (in units)	4,000,000	34,921	5,600,000
Issuance of units in public offering (in dollars per unit)	$ 19.33
Net proceeds from issuance of common units	$ 74,400	$ 700	$ 138,000		$ 180,555
S&R
The partnership, nature of business, and recent transactions
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 units in public offering (in dollars per unit)			$ 25.59
Common units \| S&R
The partnership, nature of business, and recent transactions
Number of common units issued in exchange for contribution of assets				7,425,261

Summary of Significant Accounting Policies - Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Trade accounts receivable
Allowance for doubtful accounts	$ 2,100	$ 400
Bad debt expense	1,800
Inventories
Serialized parts	18,361	9,286
Non-serialized parts	825
Total Inventory, gross	19,186	9,286
Less: obsolete and slow moving reserve	(314)	(363)
Total Inventory, net	$ 18,872	$ 8,923

Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Property and equipment
Depreciation expense	$ 81,700	$ 67,600	$ 49,700
Impairments of Long-Lived Assets
Impairment of long-lived assets	$ 27,274	2,266	203
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
Impairments of Long-Lived Assets
Impairment of long-lived assets	$ 27,300	$ 2,300	$ 200
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 - Revenue and Expense (Details)	12 Months Ended
	Dec. 31, 2015
Minimum
Revenue recognition
Contract revenues, period over which revenue is recorded when earned	1 month
Maximum
Revenue recognition
Contract revenues, period over which revenue is recorded when earned	5 years

Summary of Significant Accounting Policies - Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income taxes
Provision for federal income tax	$ 0
Expense related to Texas margin tax	$ 1,085	$ 103	$ 280
Texas
Income taxes
Texas margin tax rate (as a percent)		1.00%
Texas margin tax, percent of total revenues that may be taxed	70.00%
Expense related to Texas margin tax	$ 1,100	$ 100	$ 300

Summary of Significant Accounting Policies - Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Identifiable intangible assets, net
Gross Carrying Amount		$ 95,200	$ 95,200
Accumulated Amortization	$ (16,427)	(12,843)
Net Balance	78,773	82,357
Amortization	(3,600)	(3,600)	(3,200)
Expected aggregate amortization expense of the intangible assets for each of the five succeeding years
2016	3,584
2017	3,509
2018	3,359
2019	3,359
2020	3,359
Impairment of intangible assets	0	0	0
Impairment of goodwill	172,200	0	0
Goodwill	35,866	208,055
Interest Costs Capitalized	$ 300	300	0
Minimum
Identifiable intangible assets, net
Finite-Lived Intangible Asset, Useful Life	4 years
Maximum
Identifiable intangible assets, net
Finite-Lived Intangible Asset, Useful Life	30 years
Customer Relationships
Identifiable intangible assets, net
Gross Carrying Amount		78,700	78,700
Accumulated Amortization	$ (12,782)	(10,047)
Net Balance	65,918	68,653
Trade Names
Identifiable intangible assets, net
Gross Carrying Amount		15,600	15,600
Accumulated Amortization	(3,120)	(2,496)
Net Balance	12,480	13,104
Non-compete
Identifiable intangible assets, net
Gross Carrying Amount		900	$ 900
Accumulated Amortization	(525)	(300)
Net Balance	$ 375	$ 600

Acquisition (Details) - USD ($)		4 Months Ended	12 Months Ended
Acquisition (Details) - USD ($)	Aug. 30, 2013	Dec. 31, 2013	Dec. 31, 2015	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2014
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Estimated incremental interest expense reductions due to payment of revolving credit facility				$ 90,000
Purchase price allocation
Goodwill			$ 35,866,000			$ 208,055,000
S&R
Cost of acquisition
Value of common units issued in exchange for contribution of assets	$ 181,919,000
Purchase price adjustment due to working capital changes	(3,374,000)
Total consideration	178,545,000
Expenses associated with acquisition activities and transaction activities		$ 2,100,000		2,100,000
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Total revenues				176,254,000
Net income (loss)				15,919,000
Revenue		14,500,000
Direct operating expenses		4,400,000
SG & A		600,000
Depreciation and amortization		3,700,000
Net income (loss)		$ 5,800,000
Incremental revenue adjustments				27,100,000
Incremental operating costs				12,200,000
Incremental depreciation and amortization				9,700,000	$ 9,700,000
General partner interest (as a percent)			2.00%
Purchase price allocation
Total intangibles	7,600,000
Goodwill	50,980,000
Allocation of Purchase Consideration	178,545,000
Fair value of assets acquired	127,600,000
Incremental transaction expenses				2,100,000
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 of identifiable intangible asset	20 years
S&R \| Non-compete
Purchase price allocation
Total intangibles	$ 900,000
Amortization period of identifiable intangible asset	4 years
S&R \| General partner units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income (loss)				318,000
S&R \| Common units
Acquisition of compression assets
Number of common units issued in exchange for contribution of assets	7,425,261
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income (loss)				$ 10,054,000
Basic and diluted net income (in dollars per unit)				$ 0.39
S&R \| Subordinated units
Revenue, Net Income and Pro Forma Financial Information - Unaudited
Net income (loss)				$ 5,546,000
Basic and diluted net income (in dollars per unit)				$ 0.39

Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Property and Equipment
Property and Equipment, gross	$ 1,563,442	$ 1,342,636
Less accumulated depreciation and amortization	(245,399)	(179,999)
Property and Equipment, net	1,318,043	1,162,637
Compression equipment
Property and Equipment
Property and Equipment, gross	1,520,835	1,311,943
Furniture and fixtures
Property and Equipment
Property and Equipment, gross	669	619
Automobiles and vehicles
Property and Equipment
Property and Equipment, gross	19,284	17,303
Computer equipment
Property and Equipment
Property and Equipment, gross	21,457	11,913
Leasehold improvements
Property and Equipment
Property and Equipment, gross	$ 1,197	$ 858

Property and Equipment - Additional Disclosures (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($) item	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Property and Equipment
Depreciation expense	$ 81,700	$ 67,600	$ 49,700
Transfers to inventory from property and equipment	4,000
Transfers from inventory to property and equipment	4,000
Impairment of long-lived assets	$ 27,274	2,266	203
Number of compressor units that are to be retired or sold or reutilized. \| item	166
Number of horsepower units that are to be retired or sold or reutilized. \| item	58,000
Compression equipment
Property and Equipment
Insurance Recoveries	$ 1,200
Impairment of long-lived assets	27,300	2,300	$ 200
Accounts payable and accrued liabilities
Property and Equipment
Purchases of property and equipment	$ 13,100	$ 32,400

Installment Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
Installment Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Installment Receivable
Long-term installment receivable	$ 17,275	$ 20,241
Gain on sale of assets		2,686
Non-cash transfers from long-term installment receivable to current	3,000
Sales type lease \| Superior Transaction
Installment Receivable
Installment receivable, current	3,000	2,800
Long-term installment receivable	$ 17,300	20,200
Gain on sale of assets		$ 2,600

Accrued Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
Accrued Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Accrued Liabilities
Accrued property taxes	$ 4.1	$ 4.8
Accrued Bonuses, Current	$ 7.1	$ 5.5

Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
Income Tax Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
State income tax	$ 211	$ 103	$ 280
Total current tax expense	211	103	280
Deferred tax - State income tax	874
Total deferred tax expense	874
Total income tax expense	1,085	$ 103	$ 280
Components of Deferred Tax Liabilities [Abstract]
Property and equipment	874
Total deferred tax liabilities	874
Net deferred tax liabilities	$ 874

Long-Term Debt (Details) - USD ($) $ in Thousands		12 Months Ended
Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 13, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Jan. 06, 2015
Long-term debt
Revolving Credit Facility		$ 729,187	$ 594,864
Long-term debt		729,187
Loan fees and incurred costs paid during period		$ 3,388	$ 961	$ 3,048
Effective interest rate (as a percent)		2.26%	2.16%
Debt, Weighted Average Interest Rate		2.24%	2.22%	2.43%
Letters of credit
Long-term debt
Letter of Credit outstanding amount		$ 0	$ 0
Period ending June 30, 2016
Long-term debt
Maximum Funded debt to EBITDA ratio			5.50
After June 30, 2016
Long-term debt
Maximum Funded debt to EBITDA ratio			5.00
Senior debt
Long-term debt
Long-term debt		729,187	$ 594,864
Maximum borrowing capacity under the credit agreement before amendment	$ 600,000				$ 850,000
Maximum borrowing capacity under the credit agreement after amendment	850,000				1,100,000
Loan fees and incurred costs paid during period		$ 3,400	$ 200	$ 3,000
Amount of further potential increase in maximum capacity	$ 100,000				$ 200,000
Minimum borrowing availability immediately after giving effect to distribution				20,000
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
Amount written off				$ 300
Borrowing capacity, subject to covenants		$ 101,000
Borrowing Base Availability		$ 370,800
Borrowing base percentage representing eligible compression units		91.00%	94.00%
Excess capacity, if below, entity is required to use remittances from customers to reduce borrowings under the facility		$ 20,000
Senior debt \| Minimum
Long-term debt
Minimum EBITDA to interest coverage ratio		2.5
Senior debt \| Maximum \| Period ending December 31, 2014
Long-term debt
Maximum Funded debt to EBITDA ratio			5.50
Senior debt \| Maximum \| Period ending June 30, 2015
Long-term debt
Maximum Funded debt to EBITDA ratio		5.95
Senior debt \| LIBOR \| Minimum
Long-term debt
Applicable margin above reference rate (as a percent)	1.50%
Senior debt \| LIBOR \| Maximum
Long-term debt
Applicable margin above reference rate (as a percent)	2.25%

Long-Term Debt - Future Maturities (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Maturities of long term debt
2020	$ 729,187
Total Debt	$ 729,187

Partners' Capital - Subordinated Units (Details)			12 Months Ended
Partners' Capital - Subordinated Units (Details)	Feb. 09, 2016 shares	May 15, 2013 $ / shares	Dec. 31, 2015 item $ / shares shares	Dec. 31, 2014 shares	Dec. 31, 2013 shares
Limited partner
Partners' Capital
Minimum Quarterly Distribution (in dollars per unit) \| $ / shares		$ 0.435
Limited partner \| Subordinated units
Partners' Capital
Partners' capital (in units) \| shares			14,049,000	14,049,000	14,049,000
Limited partner \| Common units
Partners' Capital
Partners' capital (in units) \| shares			38,556,000	31,307,000	23,562,000
USA Compression Holdings, LLC \| Subordinated units
Partners' Capital
Partners' capital (in units) \| shares	14,048,588
USA Compression Holdings, LLC \| Subordinated units \| Minimum Quarterly Distribution
Partners' Capital
Minimum Quarterly Distribution (in dollars per unit) \| $ / shares			$ 0.425
Minimum Quarterly Distribution annualized, level one (in dollars per unit) \| $ / shares			$ 1.70
Number of consecutive, non-overlapping four-quarter periods \| item			3
Minimum Quarterly Distribution annualized, level two (in dollars per unit) \| $ / shares			$ 2.55
Minimum Quarterly Distribution annualized, level two (as a percent)			150.00%
Subordinated unit conversion basis to common units			1
USA Compression Holdings, LLC \| Common units
Partners' Capital
Partners' capital (in units) \| shares	7,267,511
USA Compression GP, LLC \| General partner
Partners' Capital
General Partner, interest (as a percent)	1.46%

Partners' Capital - Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands																	12 Months Ended
	Feb. 12, 2016	Jan. 21, 2016	Nov. 13, 2015	Sep. 15, 2015	Aug. 14, 2015	May 21, 2015	May 15, 2015	Feb. 13, 2015	Nov. 14, 2014	Aug. 14, 2014	May 19, 2014	May 15, 2014	Feb. 14, 2014	Nov. 14, 2013	Aug. 14, 2013	May 15, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)			$ 0.525		$ 0.525		$ 0.515	$ 0.510	$ 0.505	$ 0.50		$ 0.49	$ 0.48	$ 0.46	$ 0.440	$ 0.348
Total Distribution			$ 28,000		$ 25,500		$ 24,600	$ 23,800	$ 23,300	$ 22,800		$ 19,300	$ 18,400	$ 17,400	$ 13,200	$ 10,300
Partners' capital account, units, sold in public offering				4,000,000		34,921					5,600,000
Partners' Capital Account, Public Sale of Units Net of Offering Costs				$ 74,400		$ 700					$ 138,000								$ 180,555
Non-cash distributions																	$ 56,895	$ 51,707	26,286
Proceeds from Issuance of Common Limited Partners Units																	$ 75,111	$ 138,047	$ 180,555
Number of common units issued under DRIP																	3,100,000	2,100,000	1,100,000
Cash Distributions
Cash Distributions
Non-cash distributions																	$ 56,900	$ 51,700	$ 26,300
Subordinated units
Cash Distributions
Limited partner units issued (in shares)																	14,048,588	14,048,588
Common units
Cash Distributions
Limited partner units issued (in shares)																	38,556,245	31,307,116
Phantom Unitholders \| Cash Distributions
Cash Distributions
Total Distribution			200		200		200	100	200	200		200
Limited partner
Cash Distributions
Period for determining prorated quarterly cash distribution rate																72 days
Limited partner \| Subordinated units \| Cash Distributions
Cash Distributions
Total Distribution			7,400		7,400		7,200	7,200	7,100	7,000		6,900	6,700	6,500	6,200	$ 4,900
Limited partner \| Common and Subordinated Units \| Cash Distributions
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)	$ 0.525
Cash distribution announced per unit (in dollars per share)		$ 0.525
Limited partner \| Common units
Cash Distributions
Partners' capital account, units, sold in public offering																			11,000,000
Partners' Capital Account, Public Sale of Units Net of Offering Costs																			$ 180,555
Limited partner \| Common units \| Cash Distributions
Cash Distributions
Total Distribution			19,700		17,200		16,600	16,000	15,500	15,100		11,800	11,300	10,600	6,700	5,200
General partner \| Cash Distributions
Cash Distributions
Total Distribution			$ 700		$ 700		$ 600	$ 500	$ 500	$ 500		$ 400	$ 400	$ 300	$ 300	$ 200
USA Compression Holdings, LLC
Cash Distributions
Ownership interest (as a percent)																	41.00%

Partners' Capital - Incentive Distribution Rights (Details) - Incentive Distribution Rights	12 Months Ended
	Dec. 31, 2015 $ / shares
Limited partner \| Minimum Quarterly Distribution
Partners' Capital
Marginal percentage interest in distributions	98.54%
Limited partner \| First Target Distribution
Partners' Capital
Marginal percentage interest in distributions	98.54%
Limited partner \| Second Target Distribution
Partners' Capital
Marginal percentage interest in distributions	85.54%
Limited partner \| Third Target Distribution
Partners' Capital
Marginal percentage interest in distributions	75.54%
Limited partner \| Thereafter
Partners' Capital
Marginal percentage interest in distributions	50.54%
General partner \| Minimum Quarterly Distribution
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.425
Marginal percentage interest in distributions	1.46%
General partner \| First Target Distribution
Partners' Capital
Marginal percentage interest in distributions	1.46%
General partner \| First Target Distribution \| Maximum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.4888
General partner \| Second Target Distribution
Partners' Capital
Marginal percentage interest in distributions	14.46%
General partner \| Second Target Distribution \| Minimum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.4888
General partner \| Second Target Distribution \| Maximum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.5313
General partner \| Third Target Distribution
Partners' Capital
Marginal percentage interest in distributions	24.46%
General partner \| Third Target Distribution \| Minimum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.5313
General partner \| Third Target Distribution \| Maximum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.6375
General partner \| Thereafter
Partners' Capital
Marginal percentage interest in distributions	49.46%
General partner \| Thereafter \| Minimum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.6375

Partners' Capital - Equity Offering (Details) - USD ($) $ / shares in Units, $ in Thousands						12 Months Ended
	Sep. 15, 2015	May 21, 2015	May 27, 2014	May 19, 2014	Apr. 23, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Equity Offering
Partnership capital registered for offer and sale					$ 1,000,000
Total Issuance of units in public offering (in units)				6,600,000
Issuance of units in common units in initial public offering (in units)	4,000,000	34,921		5,600,000
Issuance of units in public offering by Selling Unitholders (in units)				1,000,000
Issuance of units in public offering (in dollars per unit)	$ 19.33
Net proceeds from issuance of common units	$ 74,400	$ 700		$ 138,000				$ 180,555
Unregistered sale of securities						0	0
Phantom units
Equity Offering
Antidilutive units excluded from computation of earnings per share						121,000
Common units
Equity Offering
Number of common units held by certain selling unitholders authorized for sale					27,074,118
Number of common units authorized to be issued to selling unitholders under DRIP					6,266,024
Issuance of units in public offering (in dollars per unit)				$ 25.59
USA Compression Holdings, LLC
Equity Offering
Ownership interest (as a percent)						41.00%
USA Compression Holdings and Argonaut, LLC \| Common units \| Maximum
Equity Offering
Common units additionally authorized for purchase to cover over allotments			990,000

Unit-based Compensation - Class B Units (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Class B Interest Units
Unvested
Percentage of certain employee's unit vesting at IPO	50.00%
Unit-based compensation expense
Expense recorded	$ 0.0
Class B Interest Units \| USA Compression Holdings, LLC
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)	1,119,141	1,039,063	570,313
Vesting (in units)	42,968	80,078	531,250
Forfeitures (in units)	(125,000)		(62,500)
Balance of awards at the end of period (in units)	1,037,109	1,119,141	1,039,063
Unvested
Balance of awards at the beginning of period (in units)	130,859	210,937	617,187
Issuance of profit interest units (in units)			187,500
Vesting (in units)	(42,968)	(80,078)	(531,250)
Forfeitures (in units)			(62,500)
Balance of awards at the end of period (in units)	87,891	130,859	210,937
Class A Interest Units \| USA Compression Holdings, LLC
Unit-based Compensation
Class A cash payment as a percentage of net proceeds from monetization event	8.00%

Unit-based Compensation - LTIP (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Weighted-Average Grant Date Fair Value per Unit
Cash paid for taxes related to net settlement of unit-based awards		$ 210	$ 334
Phantom units
Number of Units
Total unit-based compensation liability		2,000	1,300
Executive officers, employees and independent directors \| Phantom units
Weighted-Average Grant Date Fair Value per Unit
Cash paid for taxes related to net settlement of unit-based awards			200
Value of phantom units that vested and were redeemed for cash			100
Total fair value and intrinsic value of the phantom units vested		$ 2,200	$ 2,400	$ 100
LTIP
Unit-based Compensation
Number of common units that may be delivered pursuant to awards under the plan		1,410,000
LTIP \| Phantom units
Unit-based Compensation
Incremental compensation cost	$ 1,200
Number of Units
Granted (in units)		320,636	187,856	269,521
Vested (in units)		111,991	88,707	3,816
Forfeited (in units)		20,666	60,038	35,714
Phantom units outstanding at the end of the period (in units)		457,081	269,102	229,991
Percentage of award vesting on the first, second, and third anniversaries of the date of grant for employees		33.33%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number		457,081	269,102	229,991
Weighted-Average Grant Date Fair Value per Unit
Granted (in dollars per unit)		$ 19.04	$ 26.29	$ 19.96
Vested (in dollars per unit)		22.96	17.20	19.65
Forfeited (in dollars per unit)		21.77	18.81	19.60
Phantom units outstanding at the end of the period (in dollars per unit)		$ 22.10	$ 23.65	$ 20.02
Unrecognized compensation cost associated with phantom unit awards		$ 3,600
Weighted-average period over which the unrecognized compensation cost is expected to be recognized		1 year 8 months 12 days
LTIP \| Executive officers, employees and independent directors \| Phantom units
Unit-based Compensation
Amount of compensation expense recognized		$ 3,900	$ 3,000	$ 1,300
LTIP \| Employee
Number of Units
Vested (in units)				0

Employee Benefit Plans (Details) - 401(k) Plan - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Employee Benefit Plans
Maximum annual employee contribution, as a percentage	20.00%
Maximum annual employee contribution	$ 18,000
Aggregate discretionary employer matching contributions	$ 800,000	$ 700,000	$ 600,000

Transactions with Related Parties (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
John Chandler
Transactions with Related Parties
Receivable from related party	$ 1.3	$ 0.1
PVR and subsidiaries \| Willam Shea, Jr
Transactions with Related Parties
Compression service revenue		0.6	$ 3.0
Cone \| John Chandler
Transactions with Related Parties
Compression service revenue	$ 8.8	$ 1.7

Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Commitments and Contingencies
Rent expense for operating leases	$ 2,900	$ 2,300	$ 1,600
Commitments for future minimum lease payments on noncancellable leases
2016	1,645
2017	1,460
2018	1,160
2019	1,028
2020	27
Total	$ 5,320

Commitments and Contingencies - Major Customers (Details) - customer	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Commitments and Contingencies
Number of major customers	1	1
Percentage of revenue to total revenue	11.60%	14.30%

Commitments and Contingencies - Purchase Commitments (Details) $ in Millions	Dec. 31, 2015 USD ($)
Commitments and Contingencies
Other Commitment	$ 20.8

Subsequent Events (Details)	Feb. 09, 2016 shares
Subsequent Event \| Phantom units
Subsequent Events
Units granted under LTIP	36,361

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
Common Units [Member] \| Limited Partner [Member]
Income (Loss) Attributable to Parent	us-gaap_IncomeLossAttributableToParent	5,805,000
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