USA Compression Partners (USAC) 10-Q 5 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 03, 2015
Entity Registrant Name	USA Compression Partners, LP
Entity Central Index Key	1,522,727
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Common units
Entity Common Stock, Shares Outstanding		32,768,844
Subordinated units
Entity Common Stock, Shares Outstanding		14,048,588

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 7	$ 6
Accounts receivable, net:
Trade, net	23,056	25,159
Other	2,874	2,926
Inventory	20,705	8,923
Prepaid expenses	2,294	1,020
Total current assets	48,936	38,034
Property and equipment, net	1,264,877	1,162,637
Installment receivable	18,786	20,241
Identifiable intangible assets, net	80,565	82,357
Goodwill	208,055	208,055
Other assets	7,671	5,158
Total assets	1,628,890	1,516,482
Current liabilities:
Accounts payable	20,144	44,535
Accrued liabilities	22,281	21,708
Deferred revenue	16,880	15,855
Total current liabilities	59,305	82,098
Long-term debt	753,011	594,864
Partners' capital:
Total partners' capital	816,574	839,520
Total liabilities and partners' capital	1,628,890	1,516,482
Common units
Partners' capital:
Total partners' capital	594,212	600,401
Subordinated units
Partners' capital:
Total partners' capital	209,236	225,221
Limited partner | Common units
Partners' capital:
Total partners' capital	594,212	600,401
Limited partner | Subordinated units
Partners' capital:
Total partners' capital	209,236	225,221
General partner | General partner units
Partners' capital:
Total partners' capital	$ 13,126	$ 13,898

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - Limited partner - shares	Jun. 30, 2015	Dec. 31, 2014
Common units
Limited partner units issued (in shares)	32,768,844	31,307,116
Limited partner units outstanding (in shares)	32,768,844	31,307,116
Subordinated units
Limited partner units issued (in shares)	14,048,588	14,048,588
Limited partner units outstanding (in shares)	14,048,588	14,048,588

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues:
Contract operations	$ 65,552	$ 52,678	$ 129,587	$ 102,022
Parts and service	838	588	1,803	1,446
Total revenues	66,390	53,266	131,390	103,468
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization	19,079	17,997	38,290	35,714
Selling, general, and administrative	10,350	10,186	20,079	18,655
Depreciation and amortization	21,507	17,044	42,238	33,264
Loss (gain) on sale of assets	(23)	(2,520)	(218)	(2,291)
Impairment of compression equipment	26,829		26,829
Total costs and expenses	77,742	42,707	127,218	85,342
Operating income (loss)	(11,352)	10,559	4,172	18,126
Other income (expense):
Interest expense, net	(4,415)	(3,043)	(8,409)	(6,592)
Other	5	2	10	2
Total other expense	(4,410)	(3,041)	(8,399)	(6,590)
Net income (loss) before income tax expense	(15,762)	7,518	(4,227)	11,536
Income tax expense	142		221	103
Net income (loss)	(15,904)	7,518	(4,448)	11,433
Net income (loss) allocated to:
General partner’s interest in net income (loss)	$ (7)	$ 188	$ 362	$ 274
Net income per unit:
Distributions declared per limited partner unit for respective periods (in dollars per unit)	$ 0.525	$ 0.50	$ 1.04	$ 0.99
Common units
Net income (loss) allocated to:
Limited partners' interest in net income (loss)	$ (11,043)	$ 5,332	$ (3,225)	$ 7,769
Weighted average units outstanding:
Basic (in units)	32,449,180	27,290,699	32,072,282	25,557,737
Diluted (in units)	32,449,180	27,327,545	32,072,282	25,626,850
Net income per unit:
Basic (in dollars per unit)	$ (0.34)	$ 0.20	$ (0.10)	$ 0.30
Diluted (in dollars per unit)	$ (0.34)	$ 0.20	$ (0.10)	$ 0.30
Subordinated units
Net income (loss) allocated to:
Limited partners' interest in net income (loss)	$ (4,854)	$ 1,998	$ (1,585)	$ 3,390
Weighted average units outstanding:
Basic and diluted (in units)	14,048,588	14,048,588	14,048,588	14,048,588
Net income per unit:
Basic and diluted (in dollars per unit)	$ (0.35)	$ 0.14	$ (0.11)	$ 0.24

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) - USD ($) $ in Thousands	Common unitsLimited partner	Common units	Subordinated unitsLimited partner	Subordinated units	General partner unitsGeneral partner	Total
Increase (Decrease) in Partners' Capital
Limited Partners' Capital Account, Units Outstanding	31,307,116		14,048,588
Partners' capital at Dec. 31, 2014	$ 600,401	$ 600,401	$ 225,221	$ 225,221	$ 13,898	$ 839,520
Increase (Decrease) in Partners' Capital
Vesting of phantom units	$ 1,714					1,714
Vesting of phantom units (in units)	94,000
Distributions and DERs	$ (32,522)		(14,400)		(1,134)	(48,056)
Proceeds from issuance of common units	$ 27,709					27,709
Proceeds from issuance of common units (in units)	1,368,000
Unit-based compensation	$ 135					135
Net income (loss)	(3,225)		(1,585)		362	(4,448)
Partners' capital at Jun. 30, 2015	$ 594,212	$ 594,212	$ 209,236	$ 209,236	$ 13,126	$ 816,574
Increase (Decrease) in Partners' Capital
Limited Partners' Capital Account, Units Outstanding	32,768,844		14,048,588

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income (loss)	$ (4,448)	$ 11,433
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	42,238	33,264
Amortization of debt issue costs	870	874
Unit-based compensation expense	2,264	2,102
Net (gain) loss on sale of assets	(218)	(2,291)
Impairment of compression equipment	26,829
Changes in assets and liabilities:
Accounts receivable	3,610	(7,085)
Inventory	(12,465)	(921)
Prepaids	(1,273)	581
Other noncurrent assets	3	(79)
Accounts payable	(8,651)	(10,012)
Accrued liabilities and deferred revenue	(209)	3,803
Net cash provided by operating activities	48,550	31,669
Cash flows from investing activities:
Capital expenditures	(182,687)	(188,506)
Proceeds from sale of property and equipment	129	411
Proceeds from insurance recovery	159
Net cash used in investing activities	(182,399)	(188,095)
Cash flows from financing activities:
Proceeds from long-term debt	295,798	269,470
Payments on long-term debt	(137,651)	(238,444)
Cash paid for taxes related to net settlement of unit-based awards	(189)
Cash distributions	(21,467)	(12,087)
General partner contribution		294
Financing cost and registration fees	(3,386)	(85)
Net proceeds from issuance of common units	745	137,278
Net cash provided by financing activities	133,850	156,426
Increase (decrease) in cash and cash equivalents	1
Cash and cash equivalents, beginning of period	6	7
Cash and cash equivalents, end of period	7	7
Supplemental cash flow information:
Cash paid for interest	8,062	6,161
Cash paid for taxes	299	115
Supplemental non-cash transactions:
Non-cash distribution to certain limited partners (DRIP)	26,964	25,792
Change in capital expenditures included in accounts payable and accrued liabilities	$ 13,783	$ 5,820

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Organization and Summary of Significant Accounting Policies
Organization and Summary of Significant Accounting Policies	(1) Organization and Summary of Significant Accounting Policies (a) Organization USA Compression Partners, LP (the “Partnership”) is a publicly traded Delaware limited partnership formed to own and operate the business conducted by its subsidiaries. The common units representing limited partner interests in the Partnership (“common units”) are listed on the New York Stock Exchange (“NYSE”) under the symbol “USAC.” USA Compression GP, LLC, the general partner of the Partnership (the “General Partner”), is owned by USA Compression Holdings, LLC (“USA Compression Holdings”). Unless the context requires otherwise, references to “we,” “us,” “our,” or “the Partnership” are intended to mean the business and operations of the Partnership and its wholly owned, consolidated subsidiaries (the “Operating Subsidiaries”) . References to “Argonaut” and related parties refer to Argonaut Private Equity, L.L.C. and certain related parties. The Partnership, through its Operating Subsidiaries, primarily provides natural gas compression services under term contracts with customers in the crude oil and natural gas industry, using natural gas compression packages that it designs, engineers, owns, operates and maintains. The unaudited condensed consolidated financial statements include the accounts of the Partnership and the Operating Subsidiaries , and all intercompany balances and transactions have been eliminated in consolidation. The Partnership’s ownership is as follows: June 30, 2015 USA Compression Argonaut and Holdings Related Parties Public Total General partner interest % — — % Limited partner interest: Common unitholders % % % % Subordinated unitholders % — — % Total % % % % Partnership net income (loss) is allocated to the partners, both general and limited, in proportion to their respective interest in the Partnership. (b) Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2014 (the “ 2014 Annual Report”). In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position as of June 30, 2015 and December 31, 2014 , and the results of operations for the three months and six months ended June 30, 2015 and 2014 , changes in partners’ capital for the six months ended June 30, 2015 and the statements of cash flows for the six months ended June 30, 2015 and 2014 in accordance with U.S. generally accepted accounting principles (“GAAP”). Operating results for the three months and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Therefore, these consolidated financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements for the year ended December 31, 2014 contained in our 2014 Annual Report filed on February 19, 2015. (c) Use of Estimates The unaudited condensed consolidated financial statements of the Partnership have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the unaudited condensed consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could differ from these estimates. (d) Identifiable Intangible Assets As of June 30, 2015 , identifiable intangible assets, net consisted of the following (in thousands): Customer Non-compete Relationships Trade Names Agreement Total Net Balance at December 31, 2014 $ $ $ $ Amortization Expense Net Balance at June 30, 2015 $ $ $ $ Identifiable intangible assets are amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives range from 4 to 30 years. Accumulated amortization of intangible assets was $14.6 million and $12.8 million as of June 30, 2015 and December 31, 2014 , respectively. The Partnership assesses identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Partnership did not record any impairment of identifiable intangible assets for the three and six months ended June 30, 2015 or the three and six months ended June 30, 2014 . (e) Property and Equipment Property and equipment are carried at cost. Overhauls and major improvements that increase the value or extend the life of compressor 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 20 - 25 years Furniture and fixtures 7 years Vehicles and computer equipment 3 - 7 years Leasehold improvements 5 years See more information on property and equipment in Note 3 to our unaudited condensed consolidated financial statements. (f) Impairments of Long-Lived Assets Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written-down to estimated fair value. An asset shall be tested for impairment when events or circumstances indicate that its carrying value may not be recoverable or will no longer be utilized in the operating fleet. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows associated with the operating fleet, an impairment loss equal to the amount of the carrying value exceeding the fair value of the asset is recognized. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, is based on an estimate of discounted cash flows , the expected net sale proceeds compared to the other similarly configured fleet units the Partnership recently sold or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment the Partnership plans to use. Refer to Note 3 for more detailed information about impairment charges during the three and six months ended June 30, 2015. (g) Fair Value Measurements Accounting standards on fair value measurements establish a framework for measuring fair value and stipulate disclosures about fair value measurements. The standards apply to recurring and nonrecurring financial and non-financial assets and liabilities that require or permit fair value measurements. Among the required disclosures is the fair value hierarchy of inputs the Partnership uses to value an asset or a liability. The three levels of the fair value hierarchy are described as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access at the measurement date. Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of June 30, 2015 and December 31, 2014 , the Partnership’s financial instruments consisted primarily of cash and cash equivalents, trade accounts receivable, trade accounts payable and long-term debt. The book values of cash and cash equivalents, trade accounts receivable and trade accounts payable are representative of fair value due to their short-term maturity. The carrying amount of long-term debt approximates fair value due to the floating interest rates associated with the debt. Phantom unit awards granted to employees under the USA Compression Partners, LP 2013 Long-Term Incentive Plan (the “LTIP”) are accounted for as a liability, and such liability is re-measured on a quarterly basis. The liability is based on the publicly quoted price of the Partnership’s common units, which is considered a Level 1 input. As of June 30, 2015 and December 31, 2014, unit-based compensation liability was $1.2 million and $1.3 million, respectively. (h) Operating Segment The Partnership operates in a single business segment, the compression services business.

Trade Accounts Receivable

Trade Accounts Receivable	6 Months Ended
	Jun. 30, 2015
Trade Accounts Receivable
Trade Accounts Receivable	(2) Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts of $0.9 million and $0.4 million at June 30, 2015 and December 31, 2014 , respectively, is the Partnership’s best estimate of the amount of probable credit losses included in the Partnership’s existing accounts receivable. The Partnership determines the allowance based upon historical write-off experience and specific customer circumstances. The Partnership does not have any off-balance-sheet credit exposure related to its customers.

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2015
Property and Equipment
Property and Equipment	(3) Property and Equipment Property and equipment consisted of the following at June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Compression equipment $ $ Furniture and fixtures Automobiles and vehicles Computer equipment Leasehold improvements Total Less accumulated depreciation and amortization Total $ $ We recognized $20.6 million and $16.1 million of depreciation expense on property and equipment for the three months ended June 30, 2015 and 2014 , respectively. We recognized $40.4 million and $31.5 million of depreciation expense on property and equipment for the six months ended June 30, 2015 and 2014 , respectively. As of June 30, 2015 and December 31, 2014 , there was $18.6 million and $32.4 million, respectively, of property and equipment purchases in accounts payable and accrued liabilities. During the six months ended June 30, 2015 , non-cash transfers of inventory to and from property and equipment totaled approximately $0.7 million. These transfers have been treated as non-cash inventory activities in the Unaudited Condensed Consolidated Statements of Cash Flows. During the six months ended June 30, 2015 , insurance recoveries of $0.2 million were received on previously impaired compression equipment and are reported within the Loss (gain) on sale of assets line in the Unaudited Condensed Consolidated Statement of Operations. During the quarter ended June 30, 2015, the Partnership evaluated the future deployment of its idle fleet under current market conditions and determined to retire and either sell or re-utilize the key components of 166 compressor units, or approximately 58,000 horsepower, that were previously used to provide services in the Partnership’s business . This compression equipment was written down to its respective estimated salvage value, measur ed using quoted market prices , or the estimated component value of the equipment the Partnership plans to use. As a result of the Partnership’s decision to retire, sell or re-utilize these compressor units, management performed an impairment review and based on that review, recorded a $26.8 million impairment of long-lived assets in the three and six months ended June 30, 2015. The Partnership did not record impairment of long-lived assets in the three and six months ended June 30, 2014 .

Accrued Liabilities

Accrued Liabilities	6 Months Ended
	Jun. 30, 2015
Accrued Liabilities
Accrued Liabilities	(4) Accrued Liabilities Other current liabilities included accrued salaries and benefits and accrued property taxes. The Partnership recognized $5.7 million and $5.5 million of accrued salaries and benefits as of June 30, 2015 and December 31, 2014 , respectively. The Partnership recognized $4.6 million and $4.8 million of accrued property taxes as of June 30, 2015 and December 31, 2014 , respectively.

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2015
Long-Term Debt
Long-Term Debt	(5) Long-Term Debt The long-term debt of the Partnership, of which there is no current portion, consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, December 31, 2015 2014 Senior debt $ $ Revolving Credit Facility As of June 30, 2015, the Partnership was in compliance with all of its covenants under its revolving credit facility. As of June 30, 2015 , the Partnership had outstanding borrowings of $753.0 million , $156.2 million of available borrowing capacity and borrowing base availability of $347.0 million. The Partnership’s interest rate in effect for all borrowings under its revolving credit facility as of June 30, 2015 and December 31, 2014 was 2.19% and 2.16% , respectively, with an average interest rate of 2.19% and 2.28% during the three months ended June 30, 2015 and 2014, respectively, and 2.19% and 2.22% during the six months ended June 30, 2015 and 2014 , respectively. There were no letters of credit issued as of June 30, 2015 or 2014 . In the event that any of the Operating Subsidiaries guarantees any series of the debt securities as described in the Partnership’s registration statement filed on Form S-3 (Reg. No. 333-193724), such guarantees will be full and unconditional and made on a joint and several basis for the benefit of each holder and the Trustee. However, such guarantees are subject to release, subject to certain limitations, as follows (i) upon the sale, exchange or transfer, whether by way of a merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all the Partnership’s direct or indirect limited partnership or other equity interest in such Subsidiary Guarantor; or (ii) upon the Partnership’s or USA Compression Finance Corp.’s (together, the “Issuers”) delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees. Capitalized terms in this paragraph are defined in the Form of Indenture filed as exhibit 4.1 to such registration statement.

Partners' Capital

Partners' Capital	6 Months Ended
	Jun. 30, 2015
Partners' Capital.
Partners' Capital	(6) Partners’ Capital As of August 3 , 2015, USA Compression Holdings held 5, 997,651 common units and 14,048,588 subordinated units and controlled the General Partner which held an approximate 1.6% general partner interest (the “General Partner’s Interest”) and the incentive distribution rights (“IDRs”). See the Unaudited Condensed Consolidated Statement of Changes in Partners’ Capital. Subordinated Units All of the subordinated units are held by USA Compression Holdings. Our limited partnership agreement (the “Partnership Agreement”) provides that, during the subordination period, the common units have the right to receive distributions of Available Cash from Operating Surplus (each as defined in the Partnership Agreement) each quarter in an amount equal to $0.425 per common unit (the “Minimum Quarterly Distribution”), plus any arrearages in the payment of the Minimum Quarterly Distribution from Operating Surplus on the common units from prior quarters, before any distributions of Available Cash from Operating Surplus may be made on the subordinated units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the subordinated units will not be entitled to receive any distributions from Operating Surplus until the common units have received the Minimum Quarterly Distribution plus any arrearages from prior quarters. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be Available Cash from Operating Surplus to be distributed on the common units. The subordination period will end on the first business day after the Partnership has earned and paid at least (i) $1.70 (the Minimum Quarterly Distribution on an annualized basis) on each outstanding unit and the corresponding distribution on the General Partner’s Interest, for each of three consecutive, non-overlapping four-quarter periods ending on or after December 31, 2015 or (ii) $2.55 ( 150.0% of the annualized Minimum Quarterly Distribution) on each outstanding unit and the corresponding distributions on the General Partner’s Interest and the related distribution on the IDRs for the four-quarter period immediately preceding that date. When the subordination period ends, all subordinated units will convert into common units on a one -for-one basis, and all common units thereafter will no longer be entitled to arrearages. Cash Distributions The Partnership has declared quarterly distributions per unit to limited partner unitholders of record, including holders of common and subordinated units, and distributions paid to the General Partner, including the General Partner’s Interest and IDRs, as follows (dollars in millions, except distribution per unit): Distribution per Amount Paid to Amount Paid to Amount Paid to Limited Partner Common Subordinated General Total Payment Date Unit Unitholders Unitholder Partner Distribution May 15, 2014 $ $ $ $ $ August 14, 2014 November 14, 2014 February 13, 2015 May 15, 2015 Dividend Reinvestment Program During the six months ended June 30, 2015 and June 30, 2014 , distributions of $27.0 million and $25.8 million, respectively, were reinvested under the distribution reinvestment plan (the “DRIP”) resulting in the issuance of 1.3 million and 0.9 million common units, respectively. Such distributions are treated as non-cash transactions in the accompanying Unaudited Condensed Consolidated Statements of Cash Flows. After taking into account the number of common units issued under the DRIP through June 30, 2015 , we have the capacity to issue an additional 3.8 million common units under the DRIP. Issuance of Equity in Private Placement On May 21, 2015 , we issued 34,921 common units in a private placement to Argonaut for $0.7 million in a transaction that was exempt from registration under Section 4 (a) (2) of the Securities Act . We used the proceeds from the private placement for general partnership purposes. There were no other unregistered sales of securities during the three and six months ended June 30, 2015 . Announced Quarterly Distribution On July 23, 2015, the Partnership announced a cash distribution of $0.525 per unit on its common and subordinated units. The distribution will be paid on August 14, 2015 to unitholders of record as of the close of business on August 4, 2015 . USA Compression Holdings, the owner of approximately 4 3 % of the Partnership’s outstanding limited partner interests, and Argonaut and certain of its related parties, the owners of approximately 17% of the Partnership’s outstanding limited partner interests, each have elected to reinvest all of this distribution with respect to their units pursuant to the DRIP (other than the 34,921 units recently acquired by Argonaut) . 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 du ring the applicable period. The subordinated units and the General Partner’s Interest (including its IDRs) meet the definition of participating securities as defined by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 Earnings Per Share ; therefore, the Partnership is required to use the two-class method in the computation of earnings per unit. Basic earnings per common and subordinated unit are determined by dividing net income (loss) allocated to the common and subordinated units, respectively, after deducting the amount allocated to the General Partner (including distributions to the General Partner on its IDRs), by the weighted average number of outstanding common and subordinated units, respectively, during the period. Net income (loss) is allocated to the common units, subordinated units and the General Partner based on their respective shares of the distributed and undistributed earnings for the period. To the extent cash distributions exceed net income (loss) for the period, the excess distributions are allocated to all participating units outstanding based on their respective ownership percentages. Diluted earnings per unit are computed using the treasury stock method, which considers the potential issuance of limited partner units associated with the LTIP. Unvested phantom units are not included in basic earnings per unit, as they are not considered to be participating securities, but are included in the calculation of diluted earnings per unit. For the three and six months ended June 30, 2015, approximately 74,000 and 106,000 incremental phantom units, respectively, were excluded from the calculation of diluted units because the impact was anti-dilutive. Incentive Distribution Rights The General Partner holds all of the IDRs. The following table illustrates the percentage allocations of Available Cash from Operating Surplus between the unitholders and the General Partner based on the specified target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the General Partner and the unitholders in any Available Cash from Operating Surplus the Partnership distributes up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit.” The percentage interests shown for our unitholders and the General Partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for the General Partner include its General Partner’s Interest, and assume the General Partner has contributed any additional capital necessary to maintain its General Partner’s Interest, the General Partner has not transferred the IDRs and there are no arrearages on common units. Marginal Percentage Interest Total Quarterly in Distributions Distribution Per Unit Unitholders General Partner Minimum Quarterly Distribution $0.425 % % First Target Distribution up to $0.4888 % % Second Target Distribution above $0.4888 up to $0.5313 % % Third Target Distribution above $0.5313 up to $0.6375 % % Thereafter above $0.6375 % %

Transactions with Related Parti

Transactions with Related Parties	6 Months Ended
	Jun. 30, 2015
Transactions with Related Parties
Transactions with Related Parties	(7) Transactions with Related Parties William Shea, Jr., who has served as a director of USA Compression GP, LLC since June 2011, served as Chief Executive Officer of the general partner of PVR Partners, L.P. (“PVR”) from March 2010 to March 2014. In March 2014, PVR merged with and into Regency Energy Partners LP, a Delaware limited partnership (“Regency”), with Regency as the surviving limited partnership (the “Merger”) and PVR ceasing existence as a separate limited partnership. For the three months ended March 31, 2014 , the Partnership recognized approximately $0.6 million in revenue on compression services from subsidiaries of PVR. John Chandler, who has served as a director of USA Compression GP, LLC since October 2013, has served as a director of CONE Midstream GP, LLC (“CONE”) since October 2014. During the three and six months ended June 30, 2015 , the Partnership recognized $2.2 million and $4.0 million, respectively, in revenue on compression services and $1.0 million in accounts receivable from CONE on the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2015 .

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies
Commitments and Contingencies	(8) Commitments and Contingencies (a) Major Customers The Partnership had revenue from one customer representing 10.3% and 11.7% of total revenue for the three months ended June 30, 2015 and 2014 , respectively. The Partnership had revenue from the same customer representing 10.5% and 12.0% of total revenue for the six months ended June 30, 2015 and 2014 , respectively. No other customer represented greater than 10% of revenue for the three months ended June 30, 2015 or 2014 or the six months ended June 30, 2015 or 2014. (b) Litigation From time to time, the Partnership and its subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on the Partnership’s consolidated financial position, results of operations or cash flows. (c) Equipment Purchase Commitments The Partnership’s future capital commitments are comprised of binding commitments under purchase orders for new compression units ordered but not received. The commitments as of June 30, 2015 were $76.2 million, all of which are expected to be settled within the next twelve months.

Recent Accounting Pronouncement

Recent Accounting Pronouncement	6 Months Ended
	Jun. 30, 2015
Recent Accounting Pronouncement
Recent Accounting Pronouncement	(9) Recent Accounting Pronouncement In April 2015, the FASB issued an Accounting Standards Update (“ASU”) that clarified when fees paid in a cloud computing arrangement pertain to the acquisition of a software license and/or services. When a cloud computing arrangement includes a license of software, the fee attributable to the software license portion of the arrangement will be capitalized when the criteria for capitalization of internal-use software are met. When a cloud computing arrangement does not include a license of software, the arrangement will be treated as a service contract and the cost will be expensed as the services are received. This ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is permitted and entities may elect to adopt this ASU either prospectively , for all arrangements entered into or materially modified after the effective date, or retrospectively. The Partnership is currently evaluating the impact, if any, of this ASU on its consolidated financial statements. Also in April 2015, the FASB issued an ASU that simplified the presentation of debt issuance costs. The standard states: · Deferred debt issuance costs will, instead of being reported as an asset, be deducted from the gross carrying amount of the debt to which it relates. · Amortization of debt issuance costs will be reported as interest expense. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is permitted. At the June 18, 2015 meeting of the FASB’s Emerging Issues Task Force , the SEC staff announced that it would not object to an entity’s deferral and presentation of such costs incurred in connection with revolving-debt arrangements as an asset. As all of the Partnership’s debt issuance costs are associated with the revolving credit facility , th is ASU currently has no impact on the Partnership’s consolidated financial statements . In July 2015, the FASB agreed to defer by one year the mandatory effective date of its revenue recognition standard to annual and interim periods in fiscal years beginning after December 15, 2017, but will also provide entities the option to adopt it as of the original effective date. The option to use either a retrospective or cumulative-effect transition method will not change. The Partnership is currently evaluating the impact, if any, of this ASU on its consolidated financial statements. Also in July 2015, the FASB issued an ASU that changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. The ASU requires prospective adoptions for inventory measurements for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoptions is permitted. The Partnership is currently evaluating the impact, if any, of this ASU on its consolidated financial statements.

Organization and Summary of S16

Organization and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Organization and Summary of Significant Accounting Policies
Organization	(a) Organization USA Compression Partners, LP (the “Partnership”) is a publicly traded Delaware limited partnership formed to own and operate the business conducted by its subsidiaries. The common units representing limited partner interests in the Partnership (“common units”) are listed on the New York Stock Exchange (“NYSE”) under the symbol “USAC.” USA Compression GP, LLC, the general partner of the Partnership (the “General Partner”), is owned by USA Compression Holdings, LLC (“USA Compression Holdings”). Unless the context requires otherwise, references to “we,” “us,” “our,” or “the Partnership” are intended to mean the business and operations of the Partnership and its wholly owned, consolidated subsidiaries (the “Operating Subsidiaries”) . References to “Argonaut” and related parties refer to Argonaut Private Equity, L.L.C. and certain related parties. The Partnership, through its Operating Subsidiaries, primarily provides natural gas compression services under term contracts with customers in the crude oil and natural gas industry, using natural gas compression packages that it designs, engineers, owns, operates and maintains. The unaudited condensed consolidated financial statements include the accounts of the Partnership and the Operating Subsidiaries , and all intercompany balances and transactions have been eliminated in consolidation. The Partnership’s ownership is as follows: June 30, 2015 USA Compression Argonaut and Holdings Related Parties Public Total General partner interest % — — % Limited partner interest: Common unitholders % % % % Subordinated unitholders % — — % Total % % % % Partnership net income (loss) is allocated to the partners, both general and limited, in proportion to their respective interest in the Partnership.
Basis of Presentation	(b) Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2014 (the “ 2014 Annual Report”). In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position as of June 30, 2015 and December 31, 2014 , and the results of operations for the three months and six months ended June 30, 2015 and 2014 , changes in partners’ capital for the six months ended June 30, 2015 and the statements of cash flows for the six months ended June 30, 2015 and 2014 in accordance with U.S. generally accepted accounting principles (“GAAP”). Operating results for the three months and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Therefore, these consolidated financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements for the year ended December 31, 2014 contained in our 2014 Annual Report filed on February 19, 2015.
Use of Estimates	(c) Use of Estimates The unaudited condensed consolidated financial statements of the Partnership have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the unaudited condensed consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could differ from these estimates.
Identifiable Intangible Assets	(d) Identifiable Intangible Assets As of June 30, 2015 , identifiable intangible assets, net consisted of the following (in thousands): Customer Non-compete Relationships Trade Names Agreement Total Net Balance at December 31, 2014 $ $ $ $ Amortization Expense Net Balance at June 30, 2015 $ $ $ $ Identifiable intangible assets are amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives range from 4 to 30 years. Accumulated amortization of intangible assets was $14.6 million and $12.8 million as of June 30, 2015 and December 31, 2014 , respectively. The Partnership assesses identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Partnership did not record any impairment of identifiable intangible assets for the three and six months ended June 30, 2015 or the three and six months ended June 30, 2014 .
Property and Equipment	(e) Property and Equipment Property and equipment are carried at cost. Overhauls and major improvements that increase the value or extend the life of compressor 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 20 - 25 years Furniture and fixtures 7 years Vehicles and computer equipment 3 - 7 years Leasehold improvements 5 years
Impairments of Long-Lived Assets	(f) Impairments of Long-Lived Assets Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written-down to estimated fair value. An asset shall be tested for impairment when events or circumstances indicate that its carrying value may not be recoverable or will no longer be utilized in the operating fleet. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows associated with the operating fleet, an impairment loss equal to the amount of the carrying value exceeding the fair value of the asset is recognized. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, is based on an estimate of discounted cash flows , the expected net sale proceeds compared to the other similarly configured fleet units the Partnership recently sold or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment the Partnership plans to use. Refer to Note 3 for more detailed information about impairment charges during the three and six months ended June 30, 2015.
Fair Value Measurements	(g) Fair Value Measurements Accounting standards on fair value measurements establish a framework for measuring fair value and stipulate disclosures about fair value measurements. The standards apply to recurring and nonrecurring financial and non-financial assets and liabilities that require or permit fair value measurements. Among the required disclosures is the fair value hierarchy of inputs the Partnership uses to value an asset or a liability. The three levels of the fair value hierarchy are described as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access at the measurement date. Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of June 30, 2015 and December 31, 2014 , the Partnership’s financial instruments consisted primarily of cash and cash equivalents, trade accounts receivable, trade accounts payable and long-term debt. The book values of cash and cash equivalents, trade accounts receivable and trade accounts payable are representative of fair value due to their short-term maturity. The carrying amount of long-term debt approximates fair value due to the floating interest rates associated with the debt. Phantom unit awards granted to employees under the USA Compression Partners, LP 2013 Long-Term Incentive Plan (the “LTIP”) are accounted for as a liability, and such liability is re-measured on a quarterly basis. The liability is based on the publicly quoted price of the Partnership’s common units, which is considered a Level 1 input.
Operating Segment	(h) Operating Segment The Partnership operates in a single business segment, the compression services business.

Organization and Summary of S17

Organization and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2015
Organization and Summary of Significant Accounting Policies
Schedule of ownership	June 30, 2015 USA Compression Argonaut and Holdings Related Parties Public Total General partner interest % — — % Limited partner interest: Common unitholders % % % % Subordinated unitholders % — — % Total % % % %
Schedule of identifiable intangible assets (in thousands)	Customer Non-compete Relationships Trade Names Agreement Total Net Balance at December 31, 2014 $ $ $ $ Amortization Expense Net Balance at June 30, 2015 $ $ $ $
Schedule of Estimated Useful Lives of Property, Plant and Equipment	Compression equipment 20 - 25 years Furniture and fixtures 7 years Vehicles and computer equipment 3 - 7 years Leasehold improvements 5 years

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2015
Property and Equipment
Schedule of property and equipment (in thousands)	June 30, 2015 December 31, 2014 Compression equipment $ $ Furniture and fixtures Automobiles and vehicles Computer equipment Leasehold improvements Total Less accumulated depreciation and amortization Total $ $

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2015
Long-Term Debt
Schedule of long-term debt of the Partnership (in thousands)	June 30, December 31, 2015 2014 Senior debt $ $

Partners' Capital (Tables)

Partners' Capital (Tables)	6 Months Ended
	Jun. 30, 2015
Partners' Capital.
Schedule of cash distributions (in millions, except distribution per unit)	Distribution per Amount Paid to Amount Paid to Amount Paid to Limited Partner Common Subordinated General Total Payment Date Unit Unitholders Unitholder Partner Distribution May 15, 2014 $ $ $ $ $ August 14, 2014 November 14, 2014 February 13, 2015 May 15, 2015
Schedule of percentage allocations of available cash from operating surplus between the unitholders and general partner	Marginal Percentage Interest Total Quarterly in Distributions Distribution Per Unit Unitholders General Partner Minimum Quarterly Distribution $0.425 % % First Target Distribution up to $0.4888 % % Second Target Distribution above $0.4888 up to $0.5313 % % Third Target Distribution above $0.5313 up to $0.6375 % % Thereafter above $0.6375 % %

Organization and Summary of S21

Organization and Summary of Significant Accounting Policies - Organization (Details)	6 Months Ended
	Jun. 30, 2015
Organization
Total (as a percent)	100.00%
Public
Organization
Total (as a percent)	39.60%
General partner
Organization
General partner interest (as a percent)	1.60%
USA Compression Holdings, LLC
Organization
Total (as a percent)	43.80%
USA Compression Holdings, LLC | General partner
Organization
General partner interest (as a percent)	1.60%
Argonaut and related parties
Organization
Total (as a percent)	16.60%
Common units | Limited partner
Organization
Limited partner interest (as a percent)	68.80%
Common units | Limited partner | Public
Organization
Limited partner interest (as a percent)	39.60%
Common units | USA Compression Holdings, LLC | Limited partner
Organization
Limited partner interest (as a percent)	12.60%
Common units | Argonaut and related parties | Limited partner
Organization
Limited partner interest (as a percent)	16.60%
Subordinated units | Limited partner
Organization
Limited partner interest (as a percent)	29.60%
Subordinated units | USA Compression Holdings, LLC | Limited partner
Organization
Limited partner interest (as a percent)	29.60%

Organization and Summary of S22

Organization and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Identifiable intangible assets, net
Outstanding at beginning of period			$ 82,357,000
Amortization			(1,792,000)
Outstanding at end of period	$ 80,565,000		80,565,000
Amortization and impairment information
Accumulated amortization of intangible assets	14,600,000		14,600,000		$ 12,800,000
Impairment of intangible assets	0	$ 0	$ 0	$ 0
Minimum
Amortization and impairment information
Amortization period of identifiable intangible asset			4 years
Maximum
Amortization and impairment information
Amortization period of identifiable intangible asset			30 years
Customer Relationships
Identifiable intangible assets, net
Outstanding at beginning of period			$ 68,653,000
Amortization			(1,368,000)
Outstanding at end of period	67,285,000		67,285,000
Trade Names
Identifiable intangible assets, net
Outstanding at beginning of period			13,104,000
Amortization			(312,000)
Outstanding at end of period	12,792,000		12,792,000
Non-compete
Identifiable intangible assets, net
Outstanding at beginning of period			600,000
Amortization			(112,000)
Outstanding at end of period	$ 488,000		$ 488,000

Organization and Summary of S23

Organization and Summary of Significant Accounting Policies - Property and Equipment (Details)	6 Months Ended
	Jun. 30, 2015
Compression equipment overhauls | Minimum
Property and Equipment
Estimated useful lives	3 years
Compression equipment overhauls | Maximum
Property and Equipment
Estimated useful lives	5 years
Compression equipment | Minimum
Property and Equipment
Estimated useful lives	20 years
Compression equipment | Maximum
Property and Equipment
Estimated useful lives	25 years
Furniture and fixtures
Property and Equipment
Estimated useful lives	7 years
Vehicles and computer equipment | Minimum
Property and Equipment
Estimated useful lives	3 years
Vehicles and computer equipment | Maximum
Property and Equipment
Estimated useful lives	7 years
Leasehold improvements
Property and Equipment
Estimated useful lives	5 years

Trade Accounts Receivable (Deta

Trade Accounts Receivable (Details) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Trade Accounts Receivable
Allowance for doubtful accounts	$ 0.9	$ 0.4

Property and Equipment (Details

Property and Equipment (Details) $ in Thousands	Jun. 30, 2015USD ($)item	Dec. 31, 2014USD ($)
Property and Equipment
Property and Equipment, gross	$ 1,469,862	$ 1,342,636
Less accumulated depreciation and amortization	(204,985)	(179,999)
Property and Equipment, net	$ 1,264,877	1,162,637
Number of compressor units that are to be retired or sold or reutilized. | item	166
Number of horsepower units that are to be retired or sold or reutilized. | item	58,000
Compression equipment
Property and Equipment
Property and Equipment, gross	$ 1,434,941	1,311,943
Furniture and fixtures
Property and Equipment
Property and Equipment, gross	646	619
Automobiles and vehicles
Property and Equipment
Property and Equipment, gross	18,584	17,303
Computer equipment
Property and Equipment
Property and Equipment, gross	14,656	11,913
Leasehold improvements
Property and Equipment
Property and Equipment, gross	$ 1,035	$ 858

Property and Equipment - Additi

Property and Equipment - Additional Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Property and Equipment
Depreciation expense	$ 20,600	$ 16,100	$ 40,400	$ 31,500
Transfers to inventory from property and equipment			700
Impairment of long-lived assets	$ 26,800	$ 0	26,800	$ 0
Loss (gain) on sale of assets
Property and Equipment
Insurance Recoveries			200
Accounts payable and accrued liabilities
Property and Equipment
Purchases of property and equipment			$ 18,600		$ 32,400

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Accrued Liabilities
Accrued payroll & benefits expenses	$ 5.7	$ 5.5
Accrued property taxes	$ 4.6	$ 4.8

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Long-term debt
Long-term debt	$ 753,011,000		$ 753,011,000		$ 594,864,000
Loan fees and incurred costs paid during period			3,386,000	$ 85,000
Revolving Credit Facility
Long-term debt
Long-term debt, current portion	0		0		0
Long-term debt	753,011,000		753,011,000		$ 594,864,000
Borrowing capacity, subject to covenants	$ 156,200,000		156,200,000
Borrowing Base Availability			$ 347,000,000
Effective interest rate (as a percent)	2.19%		2.19%		2.16%
Average interest rate (as a percent)	2.19%	2.28%	2.19%	2.22%
Letter of Credit outstanding amount	$ 0	$ 0	$ 0	$ 0

Partners' Capital - Subordinate

Partners' Capital - Subordinated Units (Details)	Aug. 03, 2015shares	Jun. 30, 2015item$ / shares
General partner
Partners' Capital
General Partner, interest (as a percent)		1.60%
USA Compression Holdings, LLC | Subordinated units | Minimum Quarterly Distribution
Partners' Capital
Minimum Quarterly Distribution (in dollars per unit)		$ 0.425
Minimum Quarterly Distribution annualized, level one (in dollars per unit)		$ 1.70
Number of consecutive, non-overlapping four-quarter periods | item		3
Minimum Quarterly Distribution annualized, level two (in dollars per unit)		$ 2.55
Minimum Quarterly Distribution annualized, level two (as a percent)		150.00%
Subordinated unit conversion basis to common units		1
USA Compression Holdings, LLC | Limited partner | Subordinated units
Partners' Capital
Partners' capital (in units) | shares	14,048,588
USA Compression Holdings, LLC | Limited partner | Common units
Partners' Capital
Partners' capital (in units) | shares	5,997,651
USA Compression Holdings, LLC | General partner
Partners' Capital
General Partner, interest (as a percent)		1.60%
USA Compression GP, LLC | General partner
Partners' Capital
General Partner, interest (as a percent)	1.60%

Partners' Capital - Cash Distri

Partners' Capital - Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 23, 2015	Jun. 30, 2015	May. 15, 2015	Feb. 13, 2015	Nov. 14, 2014	Aug. 14, 2014	May. 15, 2014	Jun. 30, 2015	Jun. 30, 2014	May. 21, 2015	Dec. 31, 2014
Cash Distributions
Non-cash distributions								$ 26,964	$ 25,792
Proceeds from Issuance of Common Limited Partners Units								$ 745	$ 137,278
Private Placement
Cash Distributions
Limited partner units issued (in shares)										34,921
Cash Distributions
Cash Distributions
Total Distribution			$ 24,400	$ 23,700	$ 23,100	$ 22,600	$ 19,100
Distribution reinvestment plan ("DRIP")
Cash Distributions
Common Unit, Issued		1,300,000						1,300,000	900,000
Limited partner | Subordinated units
Cash Distributions
Ownership interest (as a percent)								29.60%
Limited partner units issued (in shares)		14,048,588						14,048,588			14,048,588
Limited partner | Subordinated units | Cash Distributions
Cash Distributions
Total Distribution			$ 7,200	$ 7,200	$ 7,100	$ 7,000	$ 6,900
Limited partner | Common and Subordinated Units | Cash Distributions
Cash Distributions
Distribution per Limited Partner Unit (in dollars per share)			$ 0.515	$ 0.51	$ 0.505	$ 0.50	$ 0.49
Cash distribution announced per unit (in dollars per share)	$ 0.525
Limited partner | Common and Subordinated Units | Distribution reinvestment plan ("DRIP")
Cash Distributions
Non-cash distributions								$ 27,000	$ 25,800
Limited partner | Common units
Cash Distributions
Ownership interest (as a percent)								68.80%
Limited partner units issued (in shares)		32,768,844						32,768,844			31,307,116
Limited partner | Common units | Cash Distributions
Cash Distributions
Total Distribution			$ 16,600	$ 16,000	$ 15,500	$ 15,100	$ 11,800
Limited partner | Common units | Distribution reinvestment plan ("DRIP")
Cash Distributions
Number of units issuable under plan								3,800,000
General partner | Cash Distributions
Cash Distributions
Total Distribution			$ 600	$ 500	$ 500	$ 500	$ 400
USA Compression Holdings, LLC | Distribution reinvestment plan ("DRIP")
Cash Distributions
Ownership interest (as a percent)		43.00%
USA Compression Holdings, LLC | Limited partner | Subordinated units
Cash Distributions
Ownership interest (as a percent)								29.60%
USA Compression Holdings, LLC | Limited partner | Common units
Cash Distributions
Ownership interest (as a percent)								12.60%
Argonaut and related parties | Limited partner | Distribution reinvestment plan ("DRIP")
Cash Distributions
Ownership interest (as a percent)			17.00%
Argonaut and related parties | Limited partner | Common units
Cash Distributions
Ownership interest (as a percent)								16.60%

Partners' Capital - Incentive D

Partners' Capital - Incentive Distribution Rights (Details) - Jun. 30, 2015 - $ / shares	Total
Limited partner | Incentive Distribution Rights | Minimum Quarterly Distribution
Partners' Capital
Marginal percentage interest in distributions	98.40%
Limited partner | Incentive Distribution Rights | First Target Distribution
Partners' Capital
Marginal percentage interest in distributions	98.40%
Limited partner | Incentive Distribution Rights | Second Target Distribution
Partners' Capital
Marginal percentage interest in distributions	85.40%
Limited partner | Incentive Distribution Rights | Third Target Distribution
Partners' Capital
Marginal percentage interest in distributions	75.40%
Limited partner | Incentive Distribution Rights | Thereafter
Partners' Capital
Marginal percentage interest in distributions	50.40%
General partner
Partners' Capital
General Partner, interest (as a percent)	1.60%
General partner | Incentive Distribution Rights | Minimum Quarterly Distribution
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.425
Marginal percentage interest in distributions	1.60%
General partner | Incentive Distribution Rights | First Target Distribution
Partners' Capital
Marginal percentage interest in distributions	1.60%
General partner | Incentive Distribution Rights | First Target Distribution | Maximum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.4888
General partner | Incentive Distribution Rights | Second Target Distribution
Partners' Capital
Marginal percentage interest in distributions	14.60%
General partner | Incentive Distribution Rights | Second Target Distribution | Minimum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.4888
General partner | Incentive Distribution Rights | Second Target Distribution | Maximum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.5313
General partner | Incentive Distribution Rights | Third Target Distribution
Partners' Capital
Marginal percentage interest in distributions	24.60%
General partner | Incentive Distribution Rights | Third Target Distribution | Minimum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.5313
General partner | Incentive Distribution Rights | Third Target Distribution | Maximum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.6375
General partner | Incentive Distribution Rights | Thereafter
Partners' Capital
Marginal percentage interest in distributions	49.60%
General partner | Incentive Distribution Rights | Thereafter | Minimum
Partners' Capital
Quarterly distribution per unit (in dollars per share)	$ 0.6375

Transactions with Related Par32

Transactions with Related Parties (Details) - Partner Type of Partners' Capital Account, Name [Domain] - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Mar. 31, 2014	Jun. 30, 2015
PVR and subsidiaries | Willam Shea, Jr
Transactions with Related Parties
Compression service revenue		$ 0.6
Cone | John Chandler
Transactions with Related Parties
Compression service revenue	$ 2.2		$ 4
Receivable from related party	$ 1		$ 1

Commitments and Contingencies -

Commitments and Contingencies - Major Customers (Details) - customer	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Major Customers
Number of major customers	1	1	1	1
Customer one
Major Customers
Percentage of revenue to total revenue	10.30%	11.70%	10.50%	12.00%

Commitments and Contingencies34

Commitments and Contingencies - Purchase Commitments (Details) $ in Millions	Jun. 30, 2015USD ($)
Compression units
Equipment purchase commitments
Purchase commitments	$ 76.2