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December 31,

Net deferred tax liabilities

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2016	Feb. 09, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	USA Compression Partners, LP
Entity Central Index Key	0001522727
Document Type	10-K
Document Period End Date	Dec. 31, 2016
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			$ 291,788,017
Entity Common Stock, Shares Outstanding		60,689,110
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 65	$ 7
Accounts receivable, net:
Trade, net	32,237	28,465
Other	9,028	3,023
Inventory, net	29,556	18,872
Prepaid expenses	2,083	2,600
Total current assets	72,969	52,967
Property and equipment, net	1,267,574	1,318,043
Installment receivable	14,079	17,275
Identifiable intangible assets, net	75,189	78,773
Goodwill	35,866	35,866
Other assets	6,735	6,847
Total assets	1,472,412	1,509,771
Current liabilities:
Accounts payable	13,148	23,840
Accrued liabilities	26,572	20,582
Deferred revenue	16,691	17,000
Total current liabilities	56,411	61,422
Long-term debt	685,371	729,187
Other liabilities	1,113	874
Partners' capital:
General Partners' Capital Account	8,437	9,918
Total partners' capital	729,517	718,288
Total liabilities and partners' capital	1,472,412	1,509,771
Common units
Partners' capital:
Limited Partners' Capital Account	721,080	557,583
Subordinated units
Partners' capital:
Limited Partners' Capital Account		150,787
Limited partner \| Common units
Partners' capital:
Limited Partners' Capital Account	$ 721,080	557,583
Limited partner \| Subordinated units
Partners' capital:
Limited Partners' Capital Account		$ 150,787

Condensed Consolidated Balance Sheets (Parenthetical) - shares	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Common units
Limited partner units issued (in shares)	60,689,110	38,556,245
Limited partner units outstanding (in shares)	60,689,110	38,556,245
Subordinated units
Limited partner units issued (in shares)		14,048,588
Limited partner units outstanding (in shares)		14,048,588	14,049,000	14,049,000
Limited partner \| Common units
Limited partner units outstanding (in shares)	60,689,000	38,556,000	31,307,000	23,562,000

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenues:
Contract operations	$ 246,950	$ 263,816	$ 217,361
Parts and service	18,971	6,729	4,148
Total revenues	265,921	270,545	221,509
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization	88,161	81,539	74,035
Selling, general, and administrative	44,483	40,950	38,718
Depreciation and amortization	92,337	85,238	71,156
Loss (gain) on sale of assets	772	(1,040)	(2,233)
Impairment of compression equipment	5,760	27,274	2,266
Impairment of goodwill		172,189
Total costs and expenses	231,513	406,150	183,942
Operating income (loss)	34,408	(135,605)	37,567
Other income (expense):
Interest expense, net	(21,087)	(17,605)	(12,529)
Other	35	22	11
Total other expense	(21,052)	(17,583)	(12,518)
Net income (loss) before income tax expense	13,356	(153,188)	25,049
Income tax expense	421	1,085	103
Net income (loss)	12,935	(154,273)	24,946
Net income (loss) allocated to:
General partner’s interest in net income (loss)	$ 1,364	$ (1,477)	$ 760
Net income per unit:
Distributions declared per limited partner unit for respective periods (in dollars per unit)	$ 2.10	$ 2.09	$ 2.01
Common units
Net income (loss) allocated to:
Limited partners' interest in net income (loss)	$ 14,282	$ (107,513)	$ 16,811
Weighted average units outstanding:
Basic (in units)	53,043	34,110	28,087
Diluted (in units)	53,344	34,110	28,146
Net income per unit:
Basic and diluted (in dollars per unit)	$ 0.27	$ (3.15)	$ 0.60
Subordinated units
Net income (loss) allocated to:
Limited partners' interest in net income (loss)	$ (2,711)	$ (45,283)	$ 7,375
Weighted average units outstanding:
Basic and diluted (in units)	1,766	14,049	14,049
Net income per unit:
Basic and diluted (in dollars per unit)	$ (1.54)	$ (3.22)	$ 0.52

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 General partner units	Total
Limited Partners' Capital Account at Dec. 31, 2013	$ 447,562		$ 245,592
General Partners' Capital Account at Dec. 31, 2013					$ 14,573
Partners' capital at Dec. 31, 2013						$ 707,727
Partners' capital units outstanding (in shares) at Dec. 31, 2013	23,562,000			14,049,000
Increase (Decrease) in Partners' Capital
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 under the DRIP	$ 51,707					51,707
Issuance of common units under the DRIP (in shares)	2,069,000
Issuance of common units	$ 137,285					137,285
Issuance of common units (in units)	5,600,000
Unit-based compensation of equity classified awards	$ 353					353
Modification of unit-based compensation	(1,170)					(1,170)
Net income (loss)	16,811		7,375		760	24,946
General Partners' Capital Account at Dec. 31, 2014					13,898
Limited Partners' Capital Account at Dec. 31, 2014	$ 600,401		225,221
Partners' capital at Dec. 31, 2014						839,520
Partners' capital units outstanding (in shares) at Dec. 31, 2014	31,307,000			14,049,000
Increase (Decrease) in Partners' Capital
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 under the DRIP	$ 56,895					56,895
Issuance of common units under the DRIP (in shares)	3,113,000
Issuance of common units	$ 75,111					75,111
Issuance of common units (in units)	4,035,000
Unit-based compensation of equity classified awards	$ 325					325
Net income (loss)	(107,513)		(45,283)		(1,477)	(154,273)
General Partners' Capital Account at Dec. 31, 2015					9,918	9,918
Limited Partners' Capital Account at Dec. 31, 2015	$ 557,583	$ 557,583	150,787	$ 150,787
Partners' capital at Dec. 31, 2015						718,288
Partners' capital units outstanding (in shares) at Dec. 31, 2015	38,556,000	38,556,245		14,048,588
Increase (Decrease) in Partners' Capital
Vesting of phantom units	$ 1,619					1,619
Vesting of phantom units (in units)	201,000
Distributions and DERs	$ (106,570)		(7,376)		(2,845)	(116,791)
Issuance of common units under the DRIP	$ 31,812					31,812
Issuance of common units under the DRIP (in shares)	2,708,000
Issuance of common units	$ 80,892					80,892
Issuance of common units (in units)	5,175,000
Unit-based compensation of equity classified awards	$ 762					762
Net income (loss)	14,282		(2,711)		1,364	12,935
Conversion of subordinated units to common units	$ 140,700		$ (140,700)
Conversion of subordinated units to common units (in units)	14,049,000			(14,049,000)
General Partners' Capital Account at Dec. 31, 2016					$ 8,437	8,437
Limited Partners' Capital Account at Dec. 31, 2016	$ 721,080	$ 721,080
Partners' capital at Dec. 31, 2016						$ 729,517
Partners' capital units outstanding (in shares) at Dec. 31, 2016	60,689,000	60,689,110

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net income (loss)	$ 12,935	$ (154,273)	$ 24,946
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	92,337	85,238	71,156
Amortization of debt issue costs	2,108	1,702	1,224
Unit-based compensation expense	10,373	3,863	3,034
Net loss (gain) on sale of assets	772	(1,040)	(2,233)
Impairment of compression equipment	5,760	27,274	2,266
Impairment of goodwill		172,189
Changes in assets and liabilities:
Accounts receivable, net	(6,580)	(439)	(2,659)
Inventory, net	(16,448)	(14,340)	(4,942)
Prepaid expenses	517	(1,580)	1,380
Other noncurrent assets	16	(3)	(39)
Accounts payable	(1,981)	(3,310)	(1,431)
Accrued liabilities and deferred revenue	3,888	2,120	9,189
Net cash provided by operating activities	103,697	117,401	101,891
Cash flows from investing activities:
Capital expenditures, net	(51,240)	(281,050)	(381,943)
Proceeds from sale of property and equipment	336	1,735	1,420
Proceeds from insurance recovery	73	1,157
Net cash used in investing activities	(50,831)	(278,158)	(380,523)
Cash flows from financing activities:
Proceeds from long-term debt	300,593	480,004	538,644
Payments on long-term debt	(344,410)	(345,681)	(364,714)
Cash paid for taxes related to net settlement of unit-based awards	(139)	(210)	(334)
Cash distributions	(87,731)	(45,078)	(32,345)
General partner contribution			294
Financing costs	(2,013)	(3,388)	(961)
Net proceeds from issuance of common units	80,892	75,111	138,047
Net cash provided by (used in) financing activities	(52,808)	160,758	278,631
Increase (decrease) in cash and cash equivalents	58	1	(1)
Cash and cash equivalents, beginning of period	7	6	7
Cash and cash equivalents, end of period	65	7	6
Supplemental cash flow information:
Cash paid for interest	20,489	17,110	12,622
Cash paid for taxes	230	282	115
Supplemental non-cash transactions:
Non-cash distribution to certain limited partners (DRIP)	31,812	56,895	51,707
Transfers to/from inventory to property and equipment	7,771	4,004	5,971
Transfer from long term installment receivable to short term	(3,196)	(2,966)	(4,580)
Capital expenditures
Change in capital expenditures included in accounts payable and accrued liabilities	$ 11,753	$ 19,256	(16,515)
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, 2016
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 Unless otherwise indicated, the terms “our”, “we”, “us”, “the Partnership” and similar language refer to USA Compression Partners, LP, collectively with its operating subsidiaries. We are a Delaware limited partnership. USA Compression GP, LLC, a Delaware limited liability company, serves as our general partner and is referred to herein as the “General Partner”. Through our operating subsidiaries, we provide compression services under term contracts with customers in the natural gas and crude oil industries, using natural gas compression packages that we design, engineer, own, operate and maintain. We provide compression services in a number of shale plays throughout the United States, including the Utica, Marcellus, Permian Basin, Delaware Basin, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara and Fayetteville shales. Certain of our operating subsidiaries are borrowers under a revolving credit facility and the Partnership is a guarantor of that revolving credit facility (see Note 7). The accompanying consolidated financial statements include the accounts of the Partnership and its operating subsidiaries, all of which are wholly owned by us. Net income (loss) is allocated to our general and limited partners using the two-class income allocation method. All intercompany balances and transactions have been eliminated in consolidation. Our limited partner units trade on the New York Stock Exchange under the ticker symbol “USAC”. USA Compression Management Services, LLC (“USAC Management”), a wholly owned subsidiary of our general partner, performs certain management and other administrative services for us, such as accounting, corporate development, finance and legal. All of our employees, including our executive officers, are employees of USAC Management. As of December 31, 2016, USAC Management had 433 full time employees. None of our employees are subject to collective bargaining agreements.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

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. We consider 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 $0.7 million and $2.1 million as of December 31, 2016 and 2015, respectively, is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based upon historical write-off experience and specific customer circumstances. The determination of the allowance for doubtful accounts requires us to make estimates and judgments regarding our customers’ ability to pay amounts due. On an ongoing basis, we conduct an evaluation of the financial strength of our customers based on payment history, the overall business climate in which our customers operate and specific identification of customer bad debt and make adjustments to the allowance as necessary. Our evaluation of our customers’ financial strength is based on the aging of their respective receivables balance, customer correspondence, financial information and third-party credit ratings. Our evaluation of the business climate in which our customers operate is based on a review of various publicly-available materials regarding our customers’ industries, including the solvency of various companies in the industry. Based on the aforementioned factors we increased the allowance account during the twelve months ended December 31, 2015. During the year ended December 31, 2016, we decreased our allowance for doubtful accounts by $1.1 million due mostly to collections on accounts that had previously been reserved, and additionally wrote-off $0.3 million of accounts that had been previously reserved. Since the overall energy industry continues to be volatile, it is not certain that the factors leading to an increase in the allowance for doubtful accounts during 2015, or the subsequent decrease during 2016, will continue. Due to the decrease in the allowance for doubtful accounts during 2016, we recognized a reduction of bad debt expense of $1.1 million for the year ended December 31, 2016. Bad debt expense for the year ended December 31, 2015 was $1.8 million.

(c)Inventory

Inventory consists of serialized and non-serialized parts used primarily in the repair of compression units. Serialized parts inventory 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.

Components of inventory as of December 31, 2016 and 2015 were as follows (in thousands):


	December 31,
	2016		2015
Serialized parts	$	17,943	$	18,361
Non-serialized parts		11,927		825
Total Inventory, gross		29,870		19,186
Less: obsolete and slow moving reserve		(314)		(314)
Total Inventory, net	$	29,556	$	18,872

(d)Property and Equipment

Property and equipment are carried at cost except for (i) certain acquired assets which are recorded at fair value on their respective acquisition dates and (ii) impaired assets which are recorded at fair value on the last impairment evaluation date for which an adjustment was required. 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, acquired new		25 years
Compression equipment, acquired used		9 - 25 years
Furniture and fixtures		7 years
Vehicles and computer equipment		3 - 7 years
Leasehold improvements		5 years

When property and equipment are retired or sold, its carrying value and the related accumulated depreciation are removed from our accounts and any associated gains or losses are recorded on our statements of operations in the period of sale or disposition.

Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $88.8 million, $81.7 million and $67.6 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. We test our assets for impairment when events or circumstances indicate that the assets’ carrying value may not be recoverable or will no longer be utilized in the operating fleet. The most common circumstance requiring compression units to be tested for impairment is when idle units do not meet the performance characteristics of our active revenue generating horsepower. 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, based on an estimate of discounted cash flows, the expected net sale proceeds compared to the other similarly configured fleet units we recently sold or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

Refer to Note 3 for more detailed information about impairment charges during the years ended December 31, 2016, 2015 and 2014.

(f)Revenue Recognition

Revenue from contract operations is recognized ratably as compression services are provided to customers under our fixed-fee contracts over the term of the contract, which generally ranges from one month to seven years. Parts and service revenue is recorded as parts are delivered or services are performed for the customer.

Revenue and the associated expense from installation services, which includes the installation of stations for our customers, is recorded using the percentage-of-completion method measured by the efforts-expended method. Revenue from installation services is included within the Parts and service revenue caption on our Consolidated Statements of Operations.

(g)Income Taxes

We have 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 our income or loss. Therefore, no provision has been made for federal income tax in our accounts. For tax purposes, our net income (loss) is allocated to the partners in proportion to their respective interest in us.

As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by us generally flow through to our unitholders. However, Texas imposes an entity-level income tax on partnerships. Refer to Note 6 for more detailed information about the Revised Texas Franchise Tax for the years ended December 31, 2016, 2015 and 2014.

(h)Fair Value Measurements

Accounting standards establish a framework for fair value measurement and disclosure. 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 we use 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 we have 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.

Phantom unit awards granted to employees under our 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 our common units, which is considered a Level 1 input. Refer to Note 9 for more information about unit-based compensation.

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

Net assets (liabilities) measured at fair value on a recurring basis are summarized below (in thousands):


	December 31,
	2016		2015
Assets (Liabilities)	Level 1		Level 1
Unit-based compensation liability	$	(7,043)	$	(1,977)

As of December 31, 2016 and 2015, our 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 maturities. The carrying amount of long-term debt approximates fair value due to the floating interest rates associated with the debt.

(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 our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us 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

Identifiable intangible assets, net consisted of the following (in thousands):


	Customer
	Relationships		Trade Names		Non-compete		Total
Gross Balance at December 31, 2014	$	78,700	$	15,600	$	900	$	95,200
Accumulated amortization		(12,782)		(3,120)		(525)		(16,427)
Net Balance at December 31, 2015	$	65,918	$	12,480	$	375	$	78,773

Gross Balance at December 31, 2015	$	78,700	$	15,600	$	900	$	95,200
Accumulated amortization		(15,517)		(3,744)		(750)		(20,011)
Net Balance at December 31, 2016	$	63,183	$	11,856	$	150	$	75,189

Identifiable intangible assets are recorded at cost and 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 our future cash flows. The estimated useful lives range from 4 to 30 years. Amortization expense for each of the years ended December 31, 2016, 2015 and 2014 was $3.6 million. 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
2017	$	3,509
2018		3,359
2019		3,359
2020		3,359
2021		3,359

We assess identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not record any impairment of identifiable intangible assets in the years ended December 31, 2016, 2015 or 2014.

(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, 2016 and 2015, a quantitative assessment was performed to determine whether the fair value of our single reporting unit was greater than its carrying value. As of October 1, 2016 and 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 our common units, (2) the sustained decline in global commodity prices, and (3) the decline in performance of the Alerian MLP Index, we prepared a quantitative assessment of our goodwill as of December 31, 2015. This assessment indicated that the calculated fair value was less than the carrying value. As such, we prepared a Step 2 impairment test which measured the amount of the impairment loss and involved a hypothetical allocation of the estimated fair value among the reporting unit’s assets and liabilities. The carrying value of goodwill exceeded the implied value of goodwill and an impairment charge was recorded for $172.2 million during the year ended December 31, 2015. 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 was primarily the result of the sustained decline in the market price of our common units. The continued decline in commodity prices adversely impacted many of our customers and resulted in a significant decline in their future capital expansion plans. This in turn reduced our expected future capital expansion plans and in turn, our estimated future cash flows as of December 31, 2015.

We had approximately $35.9 million of goodwill remaining on the balance sheet as of December 31, 2016 and 2015. No impairment of goodwill was recorded in the years ended December 31, 2016 and 2014.

(m)Capitalized Interest

For the years ended December 31, 2016, 2015 and 2014, we capitalized $0.2 million, $0.3 million and $0.3 million, respectively, of interest expense for interest costs incurred during the period related to upfront payments required in acquiring certain compression units.

(n)Operating Segment

We operate in a single business segment, the compression services business.

Property and Equipment

12 Months Ended

Dec. 31, 2016

Property and Equipment

Property and Equipment

(3) Property and Equipment

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


	December 31,
	2016		2015
Compression equipment	$	1,551,157	$	1,520,835
Furniture and fixtures		625		669
Automobiles and vehicles		18,979		19,284
Computer equipment		23,394		21,457
Leasehold improvements		1,392		1,197
Total Property and equipment, gross		1,595,547		1,563,442
Less: accumulated depreciation and amortization		(327,973)		(245,399)
Total Property and equipment, net	$	1,267,574	$	1,318,043

As of December 31, 2016 and 2015, there was $1.4 million and $13.1 million, respectively, of property and equipment purchases in accounts payable and accrued liabilities.

During the year ended December 31, 2016, we abandoned certain assets and incurred a $1.0 million loss. During the year ended December 31, 2015, insurance recoveries of $1.2 million were received on previously impaired compression equipment. Each of these is reported within the Loss (gain) on sale of assets caption in the Consolidated Statements of Operations.

During the years ended December 31, 2016 and 2015, we evaluated the future deployment of our idle fleet under current market conditions and determined to retire and either sell or re-utilize the key components of 29 compressor units, or approximately 15,000 horsepower, and 166 compressor units, or approximately 58,000 horsepower, respectively, that were previously used to provide services in our business. In both periods the cause of the impairment was related to certain performance characteristics of the impaired equipment, such as excessive maintenance costs and the inability of the equipment to meet current emission standards without retrofitting. We determined that this equipment was unlikely to be accepted by customers under current market conditions. 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 we plan to use. As a result of our decision to retire, sell or re-utilize these compressor units, management performed an impairment review and recorded $5.8 million, $27.3 million and $2.3 million in impairment of compression equipment for the years ended December 31, 2016, 2015 and 2014, respectively.

Installment Receivable	12 Months Ended
Installment Receivable	Dec. 31, 2016
Installment Receivable
Installment Receivable	(4) Installment Receivable On June 30, 2014, we entered into a FMV Bargain Purchase Option Grant Agreement (the “Capital Lease Transaction”) with a customer, pursuant to which we 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. On November 1, 2016, we entered into a second capital lease transaction with a customer with respect to certain assets leased to the customer. Both capital leases were accounted for as sales type leases and, as of December 31, 2016 and 2015, resulted in a current installment receivable of $8.9 million and $3.0 million, respectively, included in other accounts receivable and a long-term installment receivable of $14.1 million and $17.3 million, respectively. Additionally, we recorded a $0.3 million gross profit margin related to the 2016 capital lease for the year ended December 31, 2016 and a $2.6 million gain on sale of assets related to the Capital Lease Transaction for the year ended December 31, 2014. Revenue and interest income related to the both capital leases is recognized over the respective lease terms, which range from 6 months to 7 years. We recognize maintenance revenue within Contract operations revenue and interest income within Interest expense, net on the Consolidated Statements of Operations. For the years ended December 31, 2016, 2015 and 2014, maintenance revenue related to the Capital Lease Transaction was $1.3 million, $1.3 million and $0.9 million, respectively. Interest income related to both capital leases was $1.5 million, $1.6 million and $1.3 million in the years ended December 31, 2016, 2015 and 2014, respectively.

Accrued Liabilities	12 Months Ended
Accrued Liabilities	Dec. 31, 2016
Accrued Liabilities
Accrued Liabilities	(5) Accrued Liabilities The primary components of accrued liabilities were accrued payroll and benefits and accrued property taxes. We recognized $6.9 million and $7.1 million of accrued payroll and benefits as of December 31, 2016 and 2015, respectively. We recognized $6.6 million and $4.1 million of accrued property taxes as of December 31, 2016 and 2015, respectively.

Income Tax Expense

12 Months Ended

Dec. 31, 2016

Income Tax Expense Disclosure Abstract

Income tax expense

(6) Income Tax Expense

We are subject to the Revised Texas Franchise Tax (“Texas Margin Tax”). We do not conduct business in any other state where a similar tax is applied. 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 2016 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, 2016, 2015 and 2014, we recorded expense related to the Texas margin tax of $0.4 million, $1.1 million and $0.1 million, respectively.

Components of our income tax expense related to the Texas Margin Tax are as follows (in thousands):


	Year Ended December 31,
	2016		2015		2014
Current tax expense	$	182	$	211	$	103
Deferred tax expense		239		874		—
Total income tax expense	$	421	$	1,085	$	103

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 related to property and equipment that give rise to deferred tax liabilities are as follows (in thousands):

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, 2016, we had no material unrecognized tax benefits (as defined in ASC 740-10). We do not expect to incur interest charges or penalties related to our tax positions, but if such charges or penalties are incurred, our 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, 2016

Long-Term Debt

Long-Term Debt

(7) Long-Term Debt

Our first lien long-term debt consisted of the following (in thousands):


	December 31,
	2016		2015
Revolving Credit Facility	$	685,371	$	729,187

On January 6, 2015, we amended 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 amendment provided additional flexibility under the financial covenants of the revolving credit facility.

On March 18, 2016, we further amended our revolving credit facility to, among other things, (i) modify the leverage ratio covenant to be (A) 5.75 to 1.0 as of the end of the fiscal quarter ending December 31, 2016, (B) 5.50 to 1.0 as of the end of the respective fiscal quarters ending March 31, 2017 and June 30, 2017, (C) 5.25 to 1.0 as of the end of the respective fiscal quarters ending September 30, 2017 and December 31, 2017 and (D) 5.00 to 1.0 thereafter, and (ii) amend certain other provisions of the credit agreement, all as more fully set forth in the amendment documents.

The revolving credit facility permits us to make distributions of available cash to unitholders so long as (a) no default under the facility has occurred, is continuing or would result from the distribution, (b) immediately prior to and after giving effect to such distribution, we are in compliance with the facility’s financial covenants and (c) immediately after giving effect to such distribution, we have 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, our 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 our assets; or

make certain acquisitions.

The revolving credit facility also contains various financial covenants, including covenants requiring us to maintain:

a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; 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) 5.75 to 1.0 as of the end of fiscal quarter ending December 31, 2016, (b) 5.50 to 1.0 as of the end of the respective fiscal quarters ending March 31, 2017 and June 30, 2017, (c) 5.25 to 1.0 as of the end of the respective fiscal quarters ending September 30, 2017 and December 31, 2017 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.

We paid various loan fees and incurred costs in respect of the revolving credit facility in the amount of $2.0 million, $3.4 million, and $0.2 million in 2016, 2015 and 2014 respectively, which were capitalized to loan costs that will be amortized through January 2020.

As of December 31, 2016 and 2015, we were in compliance with all of our covenants under the revolving credit facility.

As of December 31, 2016, we had outstanding borrowings under our revolving credit facility of $685.4 million, $414.6 million of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $152.3 million. The borrowing base consists of eligible accounts receivable, inventory and compression units. The largest component, representing 94% and 91% of the borrowing base December 31, 2016 and 2015, 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. Our interest rate in effect for all borrowings under our revolving credit facility as of December 31, 2016 and 2015 was 2.94% and 2.26%, respectively, with a weighted- average interest rate of 2.55%, 2.24%, and 2.22% during 2016, 2015 and 2014, respectively. There were no letters of credit issued as of December 31, 2016 and 2015.

The revolving credit facility matures in January 2020 and we expect 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 us. We are 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, 2016 and 2015.

Maturities of long-term debt are as follows (in thousands):


Year Ending December 31,
2017	$	—
2018		—
2019		—
2020		685,371
2021		—
Total Debt	$	685,371

In the event that any of our operating subsidiaries guarantees any series of the debt securities as described in our 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 our affiliate, of all our direct or indirect limited partnership or other equity interest in such Subsidiary Guarantor; or (ii) upon our 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, 2016

Partners' Capital.

Partners' Capital

(8) Partner’s Capital

As of February 9, 2017, USA Compression Holdings, LLC held 23,929,263 common units and owned and controlled our General Partner which held an approximate 1.3% general partner interest (the “General Partner’s Interest”) and the incentive distribution rights (“IDRs”). See the Consolidated Statement of Changes in Partners’ Capital.

The limited partners holding our common units have the following rights, among others:

Right to receive distributions of our available cash (as defined in the Partnership Agreement) within 45 days after the end of each quarter;

Right to transfer limited partner unit ownership to substitute limited partners;

Right to approve certain amendments of our Partnership Agreement;

Right to electronic access of an annual report, containing audited financial statements and a report on those financial statements by our independent public accountants within 90 days after the close of the fiscal year end; and

Right to receive information reasonably required for tax reporting purposes within 90 days after the close of the calendar year.

Subordinated Units

All of our outstanding subordinated units, which were held by USA Compression Holdings, LLC, converted to common units on a one-for-one basis on February 16, 2016 upon payment of our quarterly distribution on February 12, 2016.

Incentive Distribution Rights

Our General Partner holds all of the IDRs. The IDRs represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved.

The following table illustrates the percentage allocations of Available Cash from Operating Surplus between the unitholders and our General Partner based on the specified target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of our General Partner and our unitholders in any Available Cash from Operating Surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution per Unit.” The percentage interests shown for our unitholders and our General Partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our General Partner include its General Partner’s Interest, and assume our General Partner has contributed any additional capital necessary to maintain its General Partner’s Interest, our 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	98.7	%	1.3	%
First Target Distribution	up to $0.4888	98.7	%	1.3	%
Second Target Distribution	above $0.4888 up to $0.5313	85.7	%	14.3	%
Third Target Distribution	above $0.5313 up to $0.6375	75.7	%	24.3	%
Thereafter	above $0.6375	50.7	%	49.3	%

Cash Distributions

We have declared quarterly distributions per unit to our limited partner unitholders of record, including holders of our common, subordinated and phantom units and distributions paid to our General Partner, including our 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
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
2014 Total Distributions	$	1.975	$	53.7	$	27.7	$	1.8	$	0.6	$	83.8

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
2015 Total Distributions	$	2.075	$	69.5	$	29.2	$	2.5	$	0.7	$	101.9

February 12, 2016	$	0.525	$	20.2	$	7.4	$	0.7	$	0.8	$	29.1
May 13, 2016		0.525		28.4		—		0.7		0.7		29.8
August 12, 2016		0.525		28.8		—		0.7		0.7		30.2
November 14, 2016		0.525		29.1		—		0.7		0.6		30.4
2016 Total Distributions	$	2.100	$	106.5	$	7.4	$	2.8	$	2.8	$	119.5

Announced Quarterly Distribution

On January 19, 2017, we announced a cash distribution of $0.525 per unit on our common units. The distribution will be paid on February 14, 2017 to unitholders of record as of the close of business on February 3, 2017. USA Compression Holdings, LLC, the owner of approximately 39% of our outstanding limited partner interests has elected to reinvest 30% of this distribution with respect to its units pursuant to our distribution reinvestment plan (the “DRIP”).

Dividend Reinvestment Program

For the years ended December 31, 2016, 2015 and 2014, distributions of $31.8 million, $56.9 million and $51.7 million, respectively, were reinvested under the DRIP resulting in the issuance of 2.7 million, 3.1 million and 2.1 million common units, respectively. Such distributions are treated as non-cash transactions in the accompanying Consolidated Statements of Cash Flows.

Equity Offerings

On December 8, 2016, we closed a public offering of 5,175,000 common units at a price to the public of $16.25 per common unit. We used the net proceeds of $80.9 million (net of underwriting discounts and commissions and offering expenses) to reduce the indebtedness outstanding under our revolving credit facility.

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

On May 21, 2015, we issued 34,921 common units in a private placement for $0.7 million in a transaction that was exempt from registration under Section 4(a)(2) of the Securities Act. We 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, 2016, 2015 or 2014.

On May 19, 2014, we closed a public offering of 6,600,000 common units, of which 5,600,000 common units were sold by us and 1,000,000 common units were sold by certain selling unitholders, at a price to the public of $25.59 per common unit. The selling unitholders 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. We 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, our 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, we registered the offer and sale of (1) up to $1.0 billion aggregate principal amount of our securities, including common units and other classes of units representing limited partner interests us, 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 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 our General Partner’s Interest (including its IDRs) meet the definition of participating securities as defined by the FASB’s Accounting Standard Codification (“ASC”) Topic 260 Earnings Per Share; therefore, we apply the two-class method of income allocation in computing 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 net income (loss) amount allocated to our General Partner (including distributions to our General Partner on our General Partner’s 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 our General Partner’s 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 interests 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. Incremental unvested phantom units outstanding represent the only difference between our basic and diluted weighted average common units outstanding during the years ended December 31, 2016, 2015 and 2014. 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.

Unit-based Compensation

12 Months Ended

Dec. 31, 2016

Unit-based Compensation

Unit-based Compensation

(9) Unit-Based Compensation

Class B Units

During 2011 and 2013, USA Compression Holdings LLC issued to certain employees and members of its management, who provide services to us, 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 LLC are entitled to a cash payment of 10% of net proceeds primarily from a monetization event, as defined under the provisions of the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings LLC, or the Holdings Operating Agreement, related to these Class B unit awards, in excess of USA Compression Holdings LLC’s Class A unitholder’s capital contributions and a 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 1/36 per month) subject to certain continued employment. The units have no expiry date provided the employee remains employed with USA Compression Holdings, LLC or one of its subsidiaries.

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


	Class B Interest Units
	Vested	Unvested
Balance of awards as of December 31, 2013	1,039,063	210,937
Vesting (1)	85,937	(85,937)
Balance of awards as of December 31, 2014	1,125,000	125,000

Vesting (1)	54,687	(54,687)
Forfeitures	(125,000)	—
Balance of awards as of December 31, 2015	1,054,687	70,313

Vesting	46,875	(46,875)
Balance of awards as of December 31, 2016	1,101,562	23,438

⁽¹⁾

Includes correcting adjustments to historical amounts.

Fair value of the Class B units is based on enterprise value calculated by a predetermined formula. We recognized no unit-based compensation expense related to these Class B units during any of the periods presented above.

Our 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 1/36 per month) subject to the employee’s continued employment on each applicable vesting date. If any employee holder’s employment is terminated by our 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 our initial public offering, the board of directors of our General Partner (the “Board”) adopted the LTIP for employees, consultants and directors of our General Partner and any of its affiliates who perform services for us. The LTIP consists of unit options, unit appreciation rights, restricted units, phantom units, distribution equivalent rights (“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. Under the liability method of accounting for unit-based compensation, we re-measure the fair value of the award at each financial statement date until the award vests or is 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 (the vesting period of the awards), 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, 2016 and 2015, an aggregate of 1,084,003 and 320,636, respectively, phantom units (including the corresponding DERs) were granted under the LTIP to our General Partner’s executive officers and employees and independent directors. The phantom units granted in 2016 and 2015 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. The phantom units granted to employees during 2015 vest over a three year service period, whereby one-third of each award vests on the first, second, and third anniversaries of the date of grant.

The phantom units granted to employees during 2016 are subject to time-based and market-based criteria. We refer to the component of the grants subject to the time-based criteria as “Standard Units” and we refer to the component of the grants subject to the market-based criteria as “Performance Units”. Standard Units vest over a three year service period, consistent with historical phantom units granted. Performance Units vest at the end of a three year service period, subject to a market condition. The market condition metric is our total shareholder return over the three year service period, relative to the total shareholder returns of a defined peer group of companies over the same three year period. Our ranking determines the rate at which the Performance Units convert into our common shares, which can range from zero to 200 percent of the Performance Unit 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 our 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, 2016 and 2015 are accounted for as a liability and are re-measured to fair value at the end of each reporting period using the market price of the common units for Standard Units. Fair value for the Performance Units was determined using a Monte Carlo simulation model, which incorporated a number of factors in its valuation including the vesting periods of our awards, the expected volatility of our units, expected dividends and the risk free interest rate. As of December 31, 2016 and 2015, our total unit-based compensation liability was $7.0 million and $2.0 million, respectively. Phantom units granted to independent directors do not have a cash settlement option and as such we account for these awards as equity. 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.

Our General Partner’s executive officers, employees and independent directors were granted these awards to incentivize them to help drive our future success and to share in the economic benefits of that success. The compensation costs associated with these awards were recorded in selling, general and administrative expense. During the years ended December 31, 2016, 2015 and 2014, we recognized $10.4 million, $3.9 million and $3.0 million, respectively, of compensation expense associated with these awards. During the years ended December 31, 2016, 2015 and 2014, amounts we paid for income tax withholdings related to the vesting of awards under the LTIP were $0.1 million, $0.2 million and $0.2 million, respectively, and the value of phantom units that vested and were redeemed by us for cash was immaterial for all periods presented in this report. The total fair value and intrinsic value of the phantom units vested under the LTIP was $1.9 million, $2.2 million, and $2.4 million during the years ended December 31, 2016, 2015 and 2014, 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, 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
Granted	1,084,003		7.27
Vested	212,896		21.25
Forfeited	158,275		9.83
Phantom units outstanding at December 31, 2016	1,169,913	$	9.81

(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 $13.3 million as of December 31, 2016. We expect to recognize the unrecognized compensation cost for these awards on a weighted-average basis over a period of 1.9 years.

Each phantom unit granted to an independent director is granted in tandem with a corresponding DER, which remains 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 we make 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 by the independent director.

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. For the Performance Units granted during 2016, DERs are paid on 100% of the granted units regardless of whether the ultimate number of units that vest fall within the range from zero to 200%.

- Definition

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

+ References + Details

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2016
Employee Benefit Plans
Employee Benefit Plans	(10) Employee Benefit Plans A 401(k) plan is available to all of our employees. The plan permits employees to make contributions up to 20% of their salary, up to statutory limits, which was $18,000 in 2016. The plan provides for discretionary matching contributions by the Partnership on an annual basis. Aggregate matching contributions we made were $0.8 million, $0.8 million and $0.7 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Transactions with Related Parties	12 Months Ended
Transactions with Related Parties	Dec. 31, 2016
Transactions with Related Parties
Transactions with Related Parties	(11) Transactions with Related Parties William Shea, Jr., who has served as a director of our 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 year ended December 31, 2014, subsidiaries of this customer made compression service payments to us of approximately $0.6 million. John Chandler, who has served as a director of our General Partner since October 2013, has served as a director of a customer since October 2014. During the years ended December 31, 2016, 2015 and the period of Mr. Chandler’s appointment for the year ended December 31, 2014, we recognized approximately $8.5 million, $ 8.8 million and $1.7 million, respectively, in revenue on compression services and $1.1 million and $1.3 million, respectively, in accounts receivable from this customer on the Consolidated Balance Sheets as of December 31, 2016 and 2015. We provide compression services to entities affiliated with Riverstone/Carlyle Global Energy and Power Fund IV, L.P. (“Riverstone”), which owns a majority of the membership interests in USA Compression Holdings, LLC. As of December 31, 2016, USA Compression Holdings, LLC owned and controlled our General Partner and owned 39% of our limited partner interests. We recognized approximately $0.4 million in revenue from compression services from such affiliated entities for the year ended December 31, 2016. We recognized no revenue from such controlled entities during the year ended December 31, 2015. We may provide compression services to additional entities affiliated with Riverstone in the future, and any significant transactions will be disclosed.

Recent Accounting Pronouncement	12 Months Ended
Recent Accounting Pronouncement	Dec. 31, 2016
Recent Accounting Pronouncement
Recent Accounting Pronouncement	(12) Recent Accounting Pronouncements 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 has also provided entities the option to adopt it as of the original effective date. We are currently evaluating the impact, if any, of this ASU on our consolidated financial statements. We expect to elect the modified retrospective transition method for adoption to annual and interim periods in fiscal years beginning after December 15, 2017. We expect to identify similar performance obligations under the new accounting standard as compared with deliverables and separate units of account previously identified. As a result we expect the timing of our revenue recognition will not be materially impacted under this new accounting standard. Further, we expect the revenue amounts we historically reported will not materially change as we apply the modified retrospective provisions of this new standard. We do not expect significant changes to our current accounting policies and are in process of developing pro-forma quantitative and qualitative disclosures to reflect the nature, timing and uncertainly of cash flows, changes in contract balances, and significant judgments related to our performance obligations. 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. We concluded that our adoption of this ASU will not have a material impact on our consolidated financial statements. In February 2016, the FASB issued a new leasing standard that increases transparency and comparability among organizations by, among other things, requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring both lessees and lessors to disclose expanded qualitative and quantitative information about leasing arrangements. Lessor accounting will remain substantially similar to current U.S. GAAP but with some changes to conform and align guidance with the new lessee guidance and other areas within U.S. GAAP, such as Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The new leasing standard requires modified retrospective adoption, with elective reliefs, and becomes effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018. We expect to adopt this new standard on January 1, 2019. We are still in the process of evaluating the financial impact from adopting this standard on our consolidated financial statements. In March 2016, the FASB issued an ASU that clarifies the implementation guidance on principal versus agent considerations. The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations within the revenue recognition update. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements of the revenue recognition update. We are currently evaluating the impact, if any, of this ASU along with the revenue recognition ASU, on our consolidated financial statements. In March 2016, the FASB issued an ASU that simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the amendments within this ASU are effective for annual and interim periods in fiscal years beginning after December 15, 2016. We concluded that our adoption of this ASU will not have a material impact on our consolidated financial statements. In June 2016, the FASB issued new guidance for the accounting for credit losses on certain financial instruments. This guidance will become effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted by one year. This ASU requires immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. We plan to adopt this new standard on January 1, 2020. We expect that our adoption of this standard will not have a material impact on our 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=66092750

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=64853466&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=64853466&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
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=64853466&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
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=68064558&loc=d3e765-108305

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=68064558&loc=d3e725-108305

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies

Commitments and Contingencies

(13) Commitments and Contingencies

(a)

Operating Leases

Rent expense for office space, warehouse facilities and certain corporate equipment for the years ended December 31, 2016, 2015 and 2014 was $3.0 million, $2.9 million and $2.3 million, respectively. Commitments for future minimum lease payments for non-cancelable leases are as follows (in thousands):


2017	$	1,586
2018		1,443
2019		1,137
2020		99
2021		72
Thereafter		—
Total	$	4,337

(b)

Major Customers

We had revenue from one customer representing 11.6% of total revenue for the year ended December 31, 2014. No other customer represented greater than 10% of revenue for the year ended December 31, 2014.

(c)

Litigation

From time to time, we and our 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 our consolidated financial position, results of operations or cash flows.

(d)

Equipment Purchase Commitments

Our 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, 2016 were $17.9 million, all of which are expected to be settled within the next twelve months.

(e)

Sales Tax Contingency

Our compliance with state and local sales tax regulations is subject to audit by various taxing authorities. Certain taxing authorities have claimed that specific operational processes, which we and others in our industry regularly conduct, result in transactions that are subject to state sales taxes. We, and other entities in our industry, have disputed these claims based on existing tax statutes which provide for manufacturing exemptions on the transactions in question. The state taxing authority has indicated that additional documentation to support the manufacturing exemption will be required before it will consider releasing its claim; however, it had not, until very recently, indicated what documentation would be acceptable to them. In response to these recent events, we are in the process of gathering the documentation available to us to support the position we have taken with regard to the disputed transactions. We have recognized a liability of $0.1 million related to this issue; however, we believe it is reasonably possible that we could incur additional losses for this matter depending on whether the taxing authority accepts our documentation as sufficient to support our position that the disputed transactions are not taxable and the impact of any potential resulting litigation. Management estimates that the range of losses we could incur related to this matter is from $0.1 million to approximately $3.0 million. The upper end of this range assumes that we will be unable to apply the manufacturing exemption to any of the transactions in question, which management believes is extremely remote.

Subsequent Event	12 Months Ended
Subsequent Event	Dec. 31, 2016
Subsequent Events
Subsequent Event	(14) Subsequent Events Phantom Units On February 10, 2017, an aggregate of 16,293 phantom units (including the corresponding DERs) were granted under the LTIP to the independent directors of our 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, 2018.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Summary of Significant Accounting Policies

Cash and Cash Equivalents

(a)Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances. We consider investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents.

Trade Accounts Receivable

(b)Trade Accounts Receivable

Inventories

(c)Inventory

Components of inventory as of December 31, 2016 and 2015 were as follows (in thousands):


	December 31,
	2016		2015
Serialized parts	$	17,943	$	18,361
Non-serialized parts		11,927		825
Total Inventory, gross		29,870		19,186
Less: obsolete and slow moving reserve		(314)		(314)
Total Inventory, net	$	29,556	$	18,872

Property and Equipment

(d)Property and Equipment


Compression equipment, acquired new		25 years
Compression equipment, acquired used		9 - 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, 2016, 2015 and 2014 was $88.8 million, $81.7 million and $67.6 million, respectively.

Impairments of Long-Lived Assets

(e)Impairments of Long-Lived Assets

Refer to Note 3 for more detailed information about impairment charges during the years ended December 31, 2016, 2015 and 2014.

Revenue Recognition

(f)Revenue Recognition

Income Taxes

(g)Income Taxes

Fair Value Measurements

(h)Fair Value Measurements

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have 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.

Net assets (liabilities) measured at fair value on a recurring basis are summarized below (in thousands):


	December 31,
	2016		2015
Assets (Liabilities)	Level 1		Level 1
Unit-based compensation liability	$	(7,043)	$	(1,977)

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

Identifiable intangible assets, net consisted of the following (in thousands):


	Customer
	Relationships		Trade Names		Non-compete		Total
Gross Balance at December 31, 2014	$	78,700	$	15,600	$	900	$	95,200
Accumulated amortization		(12,782)		(3,120)		(525)		(16,427)
Net Balance at December 31, 2015	$	65,918	$	12,480	$	375	$	78,773

Gross Balance at December 31, 2015	$	78,700	$	15,600	$	900	$	95,200
Accumulated amortization		(15,517)		(3,744)		(750)		(20,011)
Net Balance at December 31, 2016	$	63,183	$	11,856	$	150	$	75,189


Year Ending December 31,	Total
2017	$	3,509
2018		3,359
2019		3,359
2020		3,359
2021		3,359

Goodwill

(l)Goodwill

We had approximately $35.9 million of goodwill remaining on the balance sheet as of December 31, 2016 and 2015. No impairment of goodwill was recorded in the years ended December 31, 2016 and 2014.

Capitalized Interest

(m)Capitalized Interest

Operating Segment

(n)Operating Segment

We operate in a single business segment, the compression services business.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2016

Summary of Significant Accounting Policies

Significant components of inventories

Components of inventory as of December 31, 2016 and 2015 were as follows (in thousands):


	December 31,
	2016		2015
Serialized parts	$	17,943	$	18,361
Non-serialized parts		11,927		825
Total Inventory, gross		29,870		19,186
Less: obsolete and slow moving reserve		(314)		(314)
Total Inventory, net	$	29,556	$	18,872

Schedule of estimated useful lives of assets


Compression equipment, acquired new		25 years
Compression equipment, acquired used		9 - 25 years
Furniture and fixtures		7 years
Vehicles and computer equipment		3 - 7 years
Leasehold improvements		5 years

Schedule of assets and liabilities that are measured at fair value on a recurring basis

Net assets (liabilities) measured at fair value on a recurring basis are summarized below (in thousands):


	December 31,
	2016		2015
Assets (Liabilities)	Level 1		Level 1
Unit-based compensation liability	$	(7,043)	$	(1,977)

Schedule of identifiable intangible assets

Identifiable intangible assets, net consisted of the following (in thousands):


	Customer
	Relationships		Trade Names		Non-compete		Total
Gross Balance at December 31, 2014	$	78,700	$	15,600	$	900	$	95,200
Accumulated amortization		(12,782)		(3,120)		(525)		(16,427)
Net Balance at December 31, 2015	$	65,918	$	12,480	$	375	$	78,773

Gross Balance at December 31, 2015	$	78,700	$	15,600	$	900	$	95,200
Accumulated amortization		(15,517)		(3,744)		(750)		(20,011)
Net Balance at December 31, 2016	$	63,183	$	11,856	$	150	$	75,189

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
2017	$	3,509
2018		3,359
2019		3,359
2020		3,359
2021		3,359

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2016

Property and Equipment

Schedule of property and equipment (in thousands)


	December 31,
	2016		2015
Compression equipment	$	1,551,157	$	1,520,835
Furniture and fixtures		625		669
Automobiles and vehicles		18,979		19,284
Computer equipment		23,394		21,457
Leasehold improvements		1,392		1,197
Total Property and equipment, gross		1,595,547		1,563,442
Less: accumulated depreciation and amortization		(327,973)		(245,399)
Total Property and equipment, net	$	1,267,574	$	1,318,043

Income Tax Expense (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Expense Disclosure Abstract

Schedule of Components of Income Tax Expense (Benefit)

Components of our income tax expense related to the Texas Margin Tax are as follows (in thousands):


	Year Ended December 31,
	2016		2015		2014
Current tax expense	$	182	$	211	$	103
Deferred tax expense		239		874		—
Total income tax expense	$	421	$	1,085	$	103

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

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

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2016

Long-Term Debt

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


	December 31,
	2016		2015
Revolving Credit Facility	$	685,371	$	729,187

Schedule of maturities of long term debt (in thousands)


Year Ending December 31,
2017	$	—
2018		—
2019		—
2020		685,371
2021		—
Total Debt	$	685,371

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

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-Topic 505
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-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

+ Details

Partners' Capital (Tables)

12 Months Ended

Dec. 31, 2016

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
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
2014 Total Distributions	$	1.975	$	53.7	$	27.7	$	1.8	$	0.6	$	83.8

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
2015 Total Distributions	$	2.075	$	69.5	$	29.2	$	2.5	$	0.7	$	101.9

February 12, 2016	$	0.525	$	20.2	$	7.4	$	0.7	$	0.8	$	29.1
May 13, 2016		0.525		28.4		—		0.7		0.7		29.8
August 12, 2016		0.525		28.8		—		0.7		0.7		30.2
November 14, 2016		0.525		29.1		—		0.7		0.6		30.4
2016 Total Distributions	$	2.100	$	106.5	$	7.4	$	2.8	$	2.8	$	119.5

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	98.7	%	1.3	%
First Target Distribution	up to $0.4888	98.7	%	1.3	%
Second Target Distribution	above $0.4888 up to $0.5313	85.7	%	14.3	%
Third Target Distribution	above $0.5313 up to $0.6375	75.7	%	24.3	%
Thereafter	above $0.6375	50.7	%	49.3	%

Unit-based Compensation (Tables)

12 Months Ended

Dec. 31, 2016

Unit-based Compensation

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


	Class B Interest Units
	Vested	Unvested
Balance of awards as of December 31, 2013	1,039,063	210,937
Vesting (1)	85,937	(85,937)
Balance of awards as of December 31, 2014	1,125,000	125,000

Vesting (1)	54,687	(54,687)
Forfeitures	(125,000)	—
Balance of awards as of December 31, 2015	1,054,687	70,313

Vesting	46,875	(46,875)
Balance of awards as of December 31, 2016	1,101,562	23,438

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, 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
Granted	1,084,003		7.27
Vested	212,896		21.25
Forfeited	158,275		9.83
Phantom units outstanding at December 31, 2016	1,169,913	$	9.81

(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, 2016

Commitments and Contingencies

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


2017	$	1,586
2018		1,443
2019		1,137
2020		99
2021		72
Thereafter		—
Total	$	4,337

Summary of Significant Accounting Policies - Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Trade accounts receivable
Allowance for doubtful accounts	$ 0.7	$ 2.1
Decrease in allowance for doubtful debt due to collections	1.1
Write offs	0.3
Decrease in allowance for doubtful accounts	$ (1.1)
Bad debt expense		$ 1.8

Organization and Summary of Significant Accounting Policies - Inventory and Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Inventories
Serialized parts	$ 17,943	$ 18,361
Non-serialized parts	11,927	825
Total Inventory, gross	29,870	19,186
Less: obsolete and slow moving reserve	(314)	(314)
Total Inventory, net	$ 29,556	$ 18,872

Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property and equipment
Depreciation expense		$ 88,800	$ 81,700	$ 67,600
Impairments of Long-Lived Assets
Impairment of long-lived assets	$ 26,800	$ 5,760	27,274	2,266
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
Impairments of Long-Lived Assets
Impairment of long-lived assets		$ 5,800	$ 27,300	$ 2,300
Compression equipment, acquired new \| Minimum
Property and equipment
Estimated useful lives		25 years
Compression equipment, acquired used \| Minimum
Property and equipment
Estimated useful lives		9 years
Compression equipment, acquired used \| Maximum
Property and equipment
Estimated useful lives		25 years
Furniture and fixtures \| Minimum
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 \| Minimum
Property and equipment
Estimated useful lives		5 years

Summary of Significant Accounting Policies - Revenue and Expense (Details)	12 Months Ended
	Dec. 31, 2016
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	7 years

Summary of Significant Accounting Policies - Taxes (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Income taxes
Provision for federal income tax	$ 0

Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Recurring \| Level 1
Fair value hierarchy
Unit-based compensation liability	$ 7,043	$ 1,977

Summary of Significant Accounting Policies - Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Identifiable intangible assets, net
Gross Carrying Amount		$ 95,200	$ 95,200
Accumulated Amortization	$ (20,011)	(16,427)
Net Balance	75,189	78,773
Amortization	(3,600)	(3,600)	(3,600)
Expected aggregate amortization expense of the intangible assets for each of the five succeeding years
2017	3,509
2018	3,359
2019	3,359
2020	3,359
2021	3,359
Impairment of intangible assets	0	0	0
Impairment of goodwill	0	172,200	0
Goodwill	35,866	35,866
Interest Costs Capitalized	$ 200	300	300
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	$ (15,517)	(12,782)
Net Balance	63,183	65,918
Trade Names
Identifiable intangible assets, net
Gross Carrying Amount		15,600	15,600
Accumulated Amortization	(3,744)	(3,120)
Net Balance	11,856	12,480
Non-compete
Identifiable intangible assets, net
Gross Carrying Amount		900	$ 900
Accumulated Amortization	(750)	(525)
Net Balance	$ 150	$ 375

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2016
Property and Equipment
Property and Equipment, gross	$ 1,563,442	$ 1,595,547
Less accumulated depreciation and amortization	(245,399)	(327,973)
Property and Equipment, net	1,318,043	1,267,574
Compression equipment
Property and Equipment
Property and Equipment, gross	1,520,835	1,551,157
Insurance Recoveries	1,200
Furniture and fixtures
Property and Equipment
Property and Equipment, gross	669	625
Automobiles and vehicles
Property and Equipment
Property and Equipment, gross	19,284	18,979
Computer equipment
Property and Equipment
Property and Equipment, gross	21,457	23,394
Leasehold improvements
Property and Equipment
Property and Equipment, gross	$ 1,197	$ 1,392

Property and Equipment - Additional Disclosures (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($)	Dec. 31, 2016 USD ($) item	Dec. 31, 2015 USD ($) item	Dec. 31, 2014 USD ($)
Property and Equipment
Depreciation expense		$ 88,800	$ 81,700	$ 67,600
Loss on assets abandoned		$ 1,000
Number Of Compressor Units That Are To Be Retired Or Sold Or Reutilized \| item		29	166
Number Of Horsepower Units That Are To Be Retired Or Sold Or Reutilized \| item		15,000	58,000
Impairment of Long-Lived Assets Held-for-use	$ 26,800	$ 5,760	$ 27,274	2,266
Compression equipment
Property and Equipment
Insurance Recoveries			1,200
Impairment of Long-Lived Assets Held-for-use		5,800	27,300	$ 2,300
Accounts payable and accrued liabilities
Property and Equipment
Purchases of property and equipment		$ 1,400	$ 13,100

Installment Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
Installment Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Installment Receivable
Long-term installment receivable	$ 14,079	$ 17,275
Gross profit margin related to the Capital Lease Transaction			$ 2,686
Maintenance Revenue	1,300	1,300	900
Interest income on capital lease transactions	1,500	1,600	1,300
Sales type lease
Installment Receivable
Gross profit margin related to the Capital Lease Transaction	300
Sales type lease \| Superior Transaction
Installment Receivable
Installment receivable, current	8,900	3,000
Long-term installment receivable	$ 14,100	$ 17,300
Gross profit margin related to the Capital Lease Transaction			$ 2,600

Accrued Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
Accrued Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Accrued Liabilities
Accrued property taxes	$ 6.6	$ 4.1
Accrued payroll & benefits	$ 6.9	$ 7.1

Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
Income Tax Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Expense related to Texas margin tax	$ 421	$ 1,085	$ 103
State income tax	182	211	103
Deferred tax - State income tax	239	874
Total income tax expense	421	1,085	$ 103
Components of Deferred Tax Liabilities [Abstract]
Net deferred tax liabilities	$ 1,113	$ 874
Texas
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Texas margin tax, percent of total revenues that may be taxed	70.00%

Long-Term Debt (Details) $ in Thousands	12 Months Ended
Long-Term Debt (Details) $ in Thousands	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jan. 06, 2015 USD ($)
Long-term debt
Other liabilities	$ 1,113	$ 874
Long-term debt	685,371
Loan fees and incurred costs paid during period	$ 2,013	$ 3,388	$ 961
Effective interest rate (as a percent)	2.94%	2.26%
Debt, Weighted Average Interest Rate	2.55%	2.24%	2.22%
Letters of credit
Long-term debt
Letter of Credit outstanding amount	$ 0	$ 0
Revolving Credit Facility
Long-term debt
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	0.50
Consecutive period following the period in which any acquisition occurs for maintaining increased maximum funded debt to EBITDA ratio	6 months
Revolving Credit Facility \| Minimum
Long-term debt
Minimum EBITDA to interest coverage ratio	2.5
Revolving Credit Facility \| Maximum \| Quarter ending December 31, 2016
Long-term debt
Credit facility leverage ratio	5.75
Maximum Funded debt to EBITDA ratio	5.75
Revolving Credit Facility \| Maximum \| Quarters ending March 31, 2017 and June 30, 2017
Long-term debt
Credit facility leverage ratio	5.50
Maximum Funded debt to EBITDA ratio	5.50
Revolving Credit Facility \| Maximum \| Quarters ending September 30, 2017 and December 31, 2017
Long-term debt
Credit facility leverage ratio	5.25
Maximum Funded debt to EBITDA ratio	5.25
Revolving Credit Facility \| Maximum \| After December 31, 2017
Long-term debt
Credit facility leverage ratio	5.00
Maximum Funded debt to EBITDA ratio	5.00
Senior debt
Long-term debt
Long-term debt	$ 685,371	729,187
Maximum borrowing capacity under the credit agreement before amendment				$ 850,000
Maximum borrowing capacity under the credit agreement after amendment				1,100,000
Loan fees and incurred costs paid during period	2,000	$ 3,400	$ 200
Amount of further potential increase in maximum capacity				$ 200,000
Borrowing Base Availability	414,600
Borrowing capacity, subject to covenants	$ 152,300
Borrowing base percentage representing eligible compression units	94.00%	91.00%
Excess capacity, if below, entity is required to use remittances from customers to reduce borrowings under the facility	$ 20,000

Long-Term Debt - Future Maturities (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Maturities of long term debt
2020	$ 685,371
Total Debt	$ 685,371

Partners' Capital - Subordinated Units (Details)	Feb. 09, 2017 shares
USA Compression Holdings, LLC \| Common units
Partners' Capital
Partners' capital (in units)	23,929,263
USA Compression GP, LLC \| General partner
Partners' Capital
General Partner, interest (as a percent)	1.30%

Partners' Capital - Cash Distributions (Details) $ / shares in Units, $ in Thousands																			12 Months Ended
	Feb. 14, 2017 $ / shares	Jan. 19, 2017 $ / shares	Dec. 08, 2016 USD ($) shares	Nov. 14, 2016 USD ($) $ / shares	Aug. 12, 2016 USD ($) $ / shares	May 13, 2016 USD ($) $ / shares	Feb. 12, 2016 USD ($) $ / shares	Nov. 13, 2015 USD ($) $ / shares	Sep. 15, 2015 USD ($) shares	Aug. 14, 2015 USD ($) $ / shares	May 21, 2015 USD ($)	May 15, 2015 USD ($) $ / shares	Feb. 13, 2015 USD ($) $ / shares	Nov. 14, 2014 USD ($) $ / shares	Aug. 14, 2014 USD ($) $ / shares	May 19, 2014 USD ($) shares	May 15, 2014 USD ($) $ / shares	Feb. 14, 2014 USD ($) $ / shares	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) $ / shares shares
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share) \| $ / shares				$ 0.525	$ 0.525	$ 0.525	$ 0.525	$ 0.525		$ 0.525		$ 0.515	$ 0.510	$ 0.505	$ 0.50		$ 0.49	$ 0.48	$ 2.100	$ 2.075	$ 1.975
Total Distribution				$ 30,400	$ 30,200	$ 29,800	$ 29,100	$ 28,000		$ 25,500		$ 24,600	$ 23,800	$ 23,300	$ 22,800		$ 19,300	$ 18,400	$ 119,500	$ 101,900	$ 83,800
Partners' capital account, units, sold in public offering \| shares			5,175,000						4,000,000							5,600,000
Partners' Capital Account, Public Sale of Units Net of Offering Costs			$ 80,900						$ 74,400		$ 700					$ 138,000
Non-cash distributions																			31,812	56,895	51,707
Proceeds from Issuance of Common Limited Partners Units																			$ 80,892	$ 75,111	$ 138,047
Number of common units issued under DRIP \| shares																			2,700,000	3,100,000	2,100,000
Cash Distributions
Cash Distributions
Non-cash distributions																			$ 31,800	$ 56,900	$ 51,700
Subordinated units
Cash Distributions
Limited partner units issued (in shares) \| shares																				14,048,588
Common units
Cash Distributions
Limited partner units issued (in shares) \| shares																			60,689,110	38,556,245
Phantom Unitholders \| Cash Distributions
Cash Distributions
Total Distribution				600	700	700	800	200		200		200	100	200	200		200		$ 2,800	$ 700	600
Limited partner \| Subordinated units \| Cash Distributions
Cash Distributions
Total Distribution							7,400	7,400		7,400		7,200	7,200	7,100	7,000		6,900	6,700	7,400	29,200	27,700
Limited partner \| Common and Subordinated Units \| Cash Distributions
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share) \| $ / shares	$ 0.525
Cash distribution announced per unit (in dollars per share) \| $ / shares		$ 0.525
Limited partner \| Common units \| Cash Distributions
Cash Distributions
Total Distribution				29,100	28,800	28,400	20,200	19,700		17,200		16,600	16,000	15,500	15,100		11,800	11,300	106,500	69,500	53,700
General partner \| Cash Distributions
Cash Distributions
Total Distribution				$ 700	$ 700	$ 700	$ 700	$ 700		$ 700		$ 600	$ 500	$ 500	$ 500		$ 400	$ 400	$ 2,800	$ 2,500	$ 1,800
USA Compression Holdings, LLC
Cash Distributions
Ownership interest (as a percent)																			39.00%
Percentage of dividend reinvested																			30.0

Partners' Capital - Earnings Per Common and Subordinated Unit & Incentive Distribution Rights (Details)	12 Months Ended
	Dec. 31, 2016 $ / shares
Limited partner \| Minimum Quarterly Distribution
Incentive Distribution Rights
Marginal percentage interest in distributions	98.70%
Limited partner \| First Target Distribution
Incentive Distribution Rights
Marginal percentage interest in distributions	98.70%
Limited partner \| Second Target Distribution
Incentive Distribution Rights
Marginal percentage interest in distributions	85.70%
Limited partner \| Third Target Distribution
Incentive Distribution Rights
Marginal percentage interest in distributions	75.70%
Limited partner \| Thereafter
Incentive Distribution Rights
Marginal percentage interest in distributions	50.70%
General partner \| Minimum Quarterly Distribution
Incentive Distribution Rights
Quarterly distribution per unit (in dollars per share)	$ 0.425
Marginal percentage interest in distributions	1.30%
General partner \| First Target Distribution
Incentive Distribution Rights
Marginal percentage interest in distributions	1.30%
General partner \| First Target Distribution \| Maximum
Incentive Distribution Rights
Quarterly distribution per unit (in dollars per share)	$ 0.4888
General partner \| Second Target Distribution
Incentive Distribution Rights
Marginal percentage interest in distributions	14.30%
General partner \| Second Target Distribution \| Minimum
Incentive Distribution Rights
Quarterly distribution per unit (in dollars per share)	$ 0.4888
General partner \| Second Target Distribution \| Maximum
Incentive Distribution Rights
Quarterly distribution per unit (in dollars per share)	$ 0.5313
General partner \| Third Target Distribution
Incentive Distribution Rights
Marginal percentage interest in distributions	24.30%
General partner \| Third Target Distribution \| Minimum
Incentive Distribution Rights
Quarterly distribution per unit (in dollars per share)	$ 0.5313
General partner \| Third Target Distribution \| Maximum
Incentive Distribution Rights
Quarterly distribution per unit (in dollars per share)	$ 0.6375
General partner \| Thereafter
Incentive Distribution Rights
Marginal percentage interest in distributions	49.30%
General partner \| Thereafter \| Minimum
Incentive Distribution Rights
Quarterly distribution per unit (in dollars per share)	$ 0.6375

Partners' Capital - Equity Offering (Details) - USD ($) $ / shares in Units, $ in Millions							12 Months Ended
	Dec. 08, 2016	Sep. 15, 2015	May 21, 2015	May 27, 2014	May 19, 2014	Apr. 23, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Equity Offering
Partnership capital registered for offer and sale						$ 1,000.0
Total Issuance of units in public offering (in units)					6,600,000
Issuance of units in common units in initial public offering (in units)	5,175,000	4,000,000			5,600,000
Issuance of units in common units in private placement (in units)			34,921
Issuance of units in public offering by Selling Unitholders (in units)					1,000,000
Issuance of units in public offering (in dollars per unit)	$ 16.25	$ 19.33
Net proceeds from issuance of common units	$ 80.9	$ 74.4	$ 0.7		$ 138.0
Unregistered sale of securities								0	0
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)							39.00%
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) - Class B Interest Units - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Unvested
Percentage of certain employee's unit vesting at IPO	50.00%
Unit-based compensation expense
Expense recorded	$ 0.0
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)	1,054,687	1,125,000	1,039,063
Vesting (in units)	46,875	54,687	85,937
Forfeitures (in units)		(125,000)
Balance of awards at the end of period (in units)	1,101,562	1,054,687	1,125,000
Unvested
Balance of awards at the beginning of period (in units)	70,313	125,000	210,937
Vesting (in units)	(46,875)	(54,687)	(85,937)
Balance of awards at the end of period (in units)	23,438	70,313	125,000

Unit-based Compensation - LTIP (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2014 USD ($)	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) $ / shares shares	Dec. 31, 2013 $ / shares shares
Weighted-Average Grant Date Fair Value per Unit
Cash paid for taxes related to net settlement of unit-based awards		$ 139	$ 210	$ 334
Phantom units
Number of Units
Total unit-based compensation liability		$ 7,000	2,000
Performance units
Weighted-Average Grant Date Fair Value per Unit
DERs paid on granted units percentage		100.00
Performance units \| Minimum
Weighted-Average Grant Date Fair Value per Unit
Annual vesting percentage		0.00%
Performance units \| Maximum
Weighted-Average Grant Date Fair Value per Unit
Annual vesting percentage		200.00%
Executive officers, employees and independent directors \| Phantom units
Weighted-Average Grant Date Fair Value per Unit
Total fair value and intrinsic value of the phantom units vested		$ 1,900	$ 2,200	$ 2,400
LTIP
Unit-based Compensation
Number of common units that may be delivered pursuant to awards under the plan \| shares		1,410,000
LTIP \| Phantom units
Unit-based Compensation
Incremental compensation cost	$ 1,200
Number of Units
Granted (in units) \| shares		1,084,003	320,636	187,856
Vested (in units) \| shares		212,896	111,991	88,707
Forfeited (in units) \| shares		158,275	20,666	60,038
Phantom units outstanding at the end of the period (in units) \| shares		1,169,913	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 \| shares		1,169,913	457,081	269,102	229,991
Weighted-Average Grant Date Fair Value per Unit
Granted (in dollars per unit) \| $ / shares		$ 7.27	$ 19.04	$ 26.29
Vested (in dollars per unit) \| $ / shares		21.25	22.96	17.20
Forfeited (in dollars per unit) \| $ / shares		9.83	21.77	18.81
Phantom units outstanding at the end of the period (in dollars per unit) \| $ / shares		$ 9.81	$ 22.10	$ 23.65	$ 20.02
Unrecognized compensation cost associated with phantom unit awards		$ 13,300
Weighted-average period over which the unrecognized compensation cost is expected to be recognized		1 year 10 months 24 days
LTIP \| Executive officers, employees and independent directors
Weighted-Average Grant Date Fair Value per Unit
Cash paid for taxes related to net settlement of unit-based awards		$ 100	$ 200	$ 200
LTIP \| Executive officers, employees and independent directors \| Phantom units
Unit-based Compensation
Amount of compensation expense recognized		$ 10,400	$ 3,900	$ 3,000

Employee Benefit Plans (Details) - 401(k) Plan - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
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	$ 800,000	$ 700,000

Transactions with Related Parties (Details) - USD ($)	12 Months Ended
Transactions with Related Parties (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Transactions with Related Parties
Compression service revenue	$ 400,000
Willam Shea, Jr
Transactions with Related Parties
Compression service revenue			$ 600,000
John Chandler
Transactions with Related Parties
Compression service revenue	8,500,000	$ 8,800,000	$ 1,700,000
Receivable from related party	$ 1,100,000	1,300,000
USA Compression Holdings, LLC
Transactions with Related Parties
Compression service revenue		$ 0
USA Compression Holdings, LLC \| Limited partner
Transactions with Related Parties
Ownership interest (as a percent)	39.00%

Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies
Rent expense for operating leases	$ 3,000	$ 2,900	$ 2,300
Commitments for future minimum lease payments on noncancellable leases
2017	1,586
2018	1,443
2019	1,137
2020	99
2021	72
Total	$ 4,337

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

Commitments and Contingencies - Purchase Commitments (Details) $ in Millions	Dec. 31, 2016 USD ($)
Other commitments
Other Commitment	$ 17.9
Sales tax liability	0.1
Minimum
Other commitments
Sales tax liability	0.1
Maximum
Other commitments
Sales tax liability	$ 3.0

Subsequent Events (Details)	Feb. 10, 2017 shares
Subsequent Event \| Phantom units
Subsequent Events
Units granted under LTIP	16,293

Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenue	$ 74,913	$ 61,130	$ 63,511	$ 66,367	$ 68,615	$ 70,540	$ 66,390	$ 65,000	$ 265,921	$ 270,545	$ 221,509
Gross profit	45,120	42,245	44,857	45,538	47,285	48,621	47,311	45,789
Net income (loss)	$ 3,269	$ (2,146)	$ 3,274	$ 8,538	(159,630)	$ 9,805	(15,904)	$ 11,456	12,935	(154,273)	24,946
Additional information
Impairment of compression equipment							$ 26,800		$ 5,760	27,274	$ 2,266
Impairment of goodwill					$ 172,200					$ 172,189
Common units
Basic and diluted (in dollars per unit)	$ 0.05	$ (0.04)	$ 0.05	$ 0.24	$ (3.02)	$ 0.21	$ (0.34)	$ 0.24	$ 0.27	$ (3.15)	$ 0.60
Subordinated units
Basic and diluted (in dollars per unit)				$ (0.38)	$ (3.03)	$ 0.16	$ (0.35)	$ 0.24	$ (1.54)	$ (3.22)	$ 0.52