Greg Holloway - VP, General Counsel and Secretary Eric Long - President and CEO Jody Tusa - CFO.

Jim Rollyson - Raymond James & Associates Jeremy Tonet - JPMorgan Richard Verdi - Ladenburg Thalmann & Co. Inc. Jerren Holder - Goldman Sachs Sharon Lui - Wells Fargo Matt Niblack - HITE Hedge.

Good day. And welcome to the USA Compression Partners’ Third Quarter Earnings Call. Today's conference is being recorded. Following today’s prepared remarks, we will have a question-and-answer session. (Operator Instructions) And at this time, I’d like to turn the conference over to Mr. Greg Holloway, Vice President, General Counsel and Secretary.

Please go ahead, sir..

Thank you, Jamie. Well, good morning, everybody and thanks for joining us. This morning as you know, we released our financial results for the quarter ended September 30, 2014. You can, as always, find our earnings release in the Investor Relations section of our website at usacpartners.com.

During this call, our management will discuss certain non-GAAP measures. You will find definitions and a reconciliation of these measures to GAAP measures in the earnings release. As a reminder, our conference call will include certain forward-looking statements.

These statements include projections and expectations of our performance and represent our current beliefs. Actual results may differ materially. Please review the statements of risk included in this morning's release and in our latest filings with the SEC.

Please note that information provided on this call speaks only the management's views as of today, October 30, and may no longer be accurate at the time of a replay. I’ll now turn the call over to Eric Long, President and Chief Executive Officer of USA Compression..

Thank you, Greg, and good morning, everyone. Also with me today is Jody Tusa, our CFO. This morning we reported record levels of revenue, adjusted EBITDA and adjusted distributable cash flow.

The third quarter demonstrated the strength of USA Compression’s business model; one characterized by stability and growth as we benefitted from strong customer demand for our compression services throughout the quarter and continued to invest to meet our customers growing needs. Our business is quite straight forward.

We provide natural gas compression services on a fixed fee basis under term contracts. We are part of the midstream infrastructure value chain and our business is driven primarily by the overall production of and demand for natural gas.

The vast majority of our business is focused on a traditional natural gas midstream applications, where our asset serve a critical role in transporting natural gas from regional gathering systems to long haul pipelines.

Compression is required over the entire life of the regional gathering systems and processing plans, often lasting decades with compression involved in every step of the supply chain. The demand for our compression services really gets in the gear after wells are drilled, pipelines are laid and processing plans are installed.

So, as other sectors mature and develop, demand for our compression services increases and we believe such demand will continue long beyond those activities. We provide a significant portion of our services on a multi-year take or pay basis for a set monthly fee. As such, our business has no direct exposure to commodity prices.

Reflecting the continued growth in our business for the third quarter, we announced a distribution of $0.505 per limited partner unit and increase of approximately 10% over the same period last year.

We have increased the distribution every quarter since our IPO; the increase in our distribution reflects the continual growth and long-term stability of our underlying business. As noted in this morning’s earnings release, we expect to be at the high-end of our guidance range for the full year.

The business is performing well and we’ll provide some more details on the operating and financial performance a little later. For a big picture perspective, the third quarter continued the attractive investment theme under which we’ve been operating for many, many years.

The continued build out of the natural gas gathering, processing and transportation infrastructure and areas of significant production including the Utica, Marcellus shales, the Permian Basin and Delaware Basin’s both in west Texas.

This build out has been driven by the economics of these producing areas but also by more global factors that I’ll get into in a minute. In order to meet the needs of our customers, we continue to invest heavily in new compression equipment during the quarter, increasing our fleet by approximately a 100,000 horsepower.

I have mentioned before, that this year will be a record year in terms of capital spending for USA Compression. We will invest approximately $350 million in new compression units by the end of 2014.

Importantly, we have managed a significant level of capital spending while keeping our utilization at near-record levels, 94% at the end of the third quarter which we view is essentially fully utilized.

One of our strengths historically has been our ability to keep our assets out in the field working as a mission critical equipment, our compression units for continually working in throughout our history; we have demonstrated our ability to maintain a high utilization across multiple commodity price cycles.

Keeping our assets working takes dedication on the part of all of our employees, but especially our service technicians working out in the field each and every day. Turning to the macro drivers of our large horsepower midstream compression business, we continue to really like the overall natural gas sector picture.

The supply demand equation is not terribly out of balance right now, approximately only two to three Bcf a day of excess supply. And keep in mind that, that is on total domestic production hub somewhere in the 73 Bcf to 75 Bcf a day range.

When you look out over the near-term, we’ve got steadily increasing natural gas production coming primarily from the shale plays, but at modest rates of growth. .

First LNG, this country has over five Bcf a day of export projects have been approved by FERC. There is another 15 Bcf a day of LNG export project field with the FERC and not all of these will actually make it through to construction and approval.

The magnitude of the export capacity and the intermediate firm startups of some of the facilities is expected to positively impact the domestic gas market. This will help underpin the continued production of natural gas in the economically advantaged producing regions. The shale plays and that gas needs compression.

Another large export market being pursued as Mexico; as we speak Mexico continues building approximately 4 Bcf a day of transport capacity to move natural gas from Texas into Mexico, which should start up in the near future. This gas will be used to fuel electric power generation which is currently filled relatively higher value crude oil.

Again this demand will further support domestic gas production in the U.S. Those two factors alone have the potential to soak up at least 10 Bcf a day of U.S gas production. Compared to domestic gas production of that roughly 73 to 75 Bcf a day, you can see the potential impact on the market for domestic gas is entering our business.

As these and another industrial type projects come on board the relatively small current excess of domestic natural gas production over demand can go away pretty quickly.

It is clear that natural gas is increasingly becoming a global commodity and our business benefits from the incremental production that will be required as these and other global macro steps in events take shape. As I said, our businesses demand driven in the future of natural gas demand look strong.

On the gas lift side of our business which accounts for only about 15% of our total fleet force power. We continue to have strong demand for our compression services. This is in part due to the maker of our customer activities.

You recall our gas lift units of crude oil wells, primarily in Western Oklahoma, the Texas Panhandle and most recently in the Permian and Delaware Basins. These are primarily horizontal wells that exhibit very attractive initial economics.

They have rapid initial payout and then remain profitable with low lifting cost once a stable long-life producing sale occurs. We believe the breakeven lifting cost for crude producers in these areas remain attractive. The cost of our services represents a very small fraction of the value of the crude oil recovered.

We view these crude oil lift assets as infrastructure natured, unlike gas oriented well had equipment that is much more commodity price sensitive. We expect our asset will continue to see demand even at current or lower crude oil prices.

Similar to our large horsepower operations on the natural gas side we believe we are on the right geographic areas to benefit from the most attractive producer economics. Executing on our business plan resulted in strong financial results for the quarter. Our fee-based business model is straightforward.

As a result our margins are predictable and consistent year-in and year-out which gives us good cash flow visibility. As a company with significant growth prospects we have to balance that growth with our leverage and coverage metrics.

In early 2014, we made a strategic decision to go after a number of specific market opportunities most notably the Permian and Delaware Basins, as well as maintaining a continued strong presence in the Utica and Marcellus Shales. We took advantage to the market opportunity and raised our CapEx budget.

In the midst of this level of capital investment, we remain mindful of the need to balance distribution growth and coverage. For the third quarter, I am pleased to say total LP coverage was 0.99x some of our major unit holders have continued to participate in our drift program taking back additional units instead of cash payments.

This provides our public common unit holders additional cushion, boosting our cash distribution coverage to almost 2.4x. We continue to see coverage at 1.0x by the end of the year.

Our aim has always been to provide our unit holders with attractive distribution growth while at the same time pursing market opportunities that we believe will benefit the partnership over the longer term. Jody will address leverage in his comments but we still believe 3.5x to 4.0x is the right level for our business over the long-term.

We continue to be focused on getting the coverage and leverage metrics to the right levels. As the spot price of gas strengthened to the $4.50 to $4.75 range earlier this year a lot of our producer customers took the opportunity to lock in multi-year forward pricing.

This pricing certainty gives a forward cash flow visibility allowing them to continue to invest in required infrastructure as well as sign up our compression services for longer period of time.

At the end of the day, our business is driven by gas production and gas production continues to grow from shale plays, which will require even more compression horse power to move the same volume of gas we compare to conventional plays due to the relatively lower producing pressures of the shale.

We are therefore positioned our fleet and are focused our new business opportunities in regions where gas production is increasing the fastest; areas like the Northeast and West Texas. As a fee-based service provider, commodity price levels don’t correctly affect this.

Touching on growth, we continue to invest in expanding our modern compression fleet adding approximately 100,000 horsepower in the third quarter. Bringing the fleet to a total of approximately 1.5 million horse power and our utilization to around 94% during the quarter. Our customers continue to need the equipment as soon as possible.

We work to deploy our new units as quickly as possible to generate immediate cash flow and provide returns to our investors. So far this year, we have spent around $260 million in expansion CapEx.

As I mentioned, we expect to finish the year off with record levels of spending and new compression unit purchases approaching 352,000 horse power for the year. While we won’t see the full impact of that spending until 2015 in our financial results, the level of contract activity provides us tremendous visibility with respect to future cash flows.

We know as certainty the contractual revenues our customer is obligated to pay under a multi-year contract, just like a pipeline or storage terminal asset that happens all across our asset portfolio every day. We’re deploying those units in active areas in earning attractive rates of return on that capital.

We continued to spend maintenance capital for the upkeep of the fleet, without that investment you can’t maintain the high utilization levels and run times we have continually demonstrated to our core base of customers. This has always been a priority for USA Compression.

Looking forward, we expect strong continued demand for our compression services and have already placed orders for over 200,000 horse power for delivery in 2015. These units will go to serve producers and mid-stream operators as they continue to build out the country’s infrastructure in the Northeast, West Texas, the Mid-Continent and elsewhere.

I am pleased to say that we continue to execute on our business plans and take advantage of favorable market conditions to invest in the long-term success of USA Compression.

As I have discussed, we benefit from the same fundamental business drivers that are gathering and processing customers do and the market continues to exhibit strength even in the phase of the recent weakness in commodity prices. Gas is increasingly becoming global and that bodes well for both USA Compression as well as our customers.

We continue to balance cash distribution growth and balance sheet strengthening with the record amounts of capital we’re spending. We remain confident that these investments will pay off for USA Compression in the future, expanding our business and serving our customers.

Now with that I’ll turn it over to Jody to walk you through the details of our operational and financial performance..

Thank you Eric and good morning every one. USA Compression reported record levels of revenue adjusted EBITDA and adjusted distributable cash flow for the third quarter of 2014.

Turning to the third quarter operational highlights, as Eric mentioned, we added approximately 100,000 horse power of new mid-stream and gas led compression units to our fleet in the third quarter of 2014 and into the quarter with approximately 1.5 million of total fleet horse power.

Based on the current plans reflecting customer demand, we have already placed orders for approximately 352,000 horse power for delivery of new compression units this year as compared to our initial expectations of 220,000 horse power.

Our order for new compression units will result in unit growth capital expenditures of approximately 350 million over the course of 2014.

The new horse power is expected to consist of 278,000 horse power mid-stream compression units and 74,000 horse power of gas lift units of which we have already received approximately 240,000 horse power of the total new compression units ordered for delivery in 2014.

Additionally, we have ordered so far over 200,000 horse power for delivery in 2015 which primarily will be delivered over the first three quarters of next year.

Our revenue generating horse power increased from 1,200,547 at the end of the second quarter 2014 to 1,259,387 at the end of the third quarter 2014, due to the additional units we placed in service in the Marcellus, Fayetteville, Wood Ford, Utica, Permian Basin and Eagle Ford shale plays as well as the Mississippi Lime and Granite Wash areas.

We’re seeing initial contract terms of two to five years for our mid-stream compression units. Turning to the financial performance for the third quarter of 2014, revenue increased 49% compared with the third quarter of last year, primarily driven by an increase in our contract operations revenues as a result of adding revenue generating horse power.

Contract operations revenues in the third quarter of 2014 increased 46% to $55.3 million as compared to $37.9 million in the third quarter of 2013.

The third quarter 2014 increased our contract operations revenue over third quarter of last year was driven almost exclusively by growth in our revenue generating horse power including fleet growth due to the acquisition of gas lift compression assets from S&R Compression in August 2013 and further organic growth.

Average revenue generating horse power increased 33% to 1,224,938 in the third quarter of 2014 compared to approximately 900,000 for the same period of the prior year, primarily again due to growth in our mid-stream compression business along with the acquisition of the gas lift compression assets.

Average revenue for revenue generating horsepower per month increased 11% that $15.67 for the third quarter of 2014, compared to $14.13 for the third quarter of 2013, due to higher revenue for horsepower per month from the gas lift compression assets.

Adjusted EBITDA increased 46% to $29.3 million in the third quarter of 2014, as compared to $20.2 million for the third quarter of 2013. Adjusted distributable cash flow in the third quarter of 2014 was $23 million, as compared to $13.7 million for the same period last year, an increase of 68%.

Gross operating margin for the third quarter 2014 increased 42% to $37.6 million, as compared to $26.4 million for the same period last year.

Gross operating margin percentage decreased from 68.9% in the third quarter of last year to 65.9% in the third quarter of 2014 and this decrease as our operating margin percentage has been primarily to the addition of the lower horsepower gas lift units, which as we mentioned in the past carry lower gross operating margin percentages as compared to our midstream compression units.

Maintenance CapEx was $3.3 million in the third quarter of 2014, which is consistent with expected levels for the quarter, expansion in CapEx which was primarily used to purchase new compression units was $83.4 million for the third quarter of 2014. Cash interest expense was $3.1 million, compared with $2.6 million in the third quarter of last year.

Interest expense on the face for our financials for the third quarter in 2014 included 400,000 of interest income related to capital leases. On October 23, 2014 as Eric mentioned, we announced the cash distribution of $0.505 per unit on our common and subordinated units, which represents an approximate increase of 10% over the same quarter last year.

This is a sixth consecutive increase to our distribution since we completed our IPO in January 2013. The third quarter distribution corresponds to an annualized distribution rate of $2.02 per unit. The distribution will be paid on November 14 to unit holders of record as to the closer business on November 4.

As announced last quarter USA Compression Holdings, LLC the owner of 41.7% of the partnership’s outstanding limited partner units, and Argonaut Private Equity, an affiliate of George B.

Kaiser together with other related investors, the owners of approximately 16.2% of our outstanding limited partnership units, have agreed to reinvest all of the cash distributions they receive on their units pursuant to our Distribution Reinvestment Plan in the first quarter of 2015.

Adjusted distributable cash flow coverage for the third quarter of 2014 is 0.99 times and adjusted cash coverage for the actual distribution is to be paid as a result of USA Compression Holdings, LLC are private equity and other investors participating in our draft is 2.37 times.

I would now like to briefly comment on our credit facility and liquidity, outstanding borrowings in our revolving credit facility as of September 30, 2014 were 510 million, resulting the leverage ratio of 4.4 times on a trailing three-month annualized basis.

Based on our current borrowing base we had availability of approximately $290 million under our credit facility. We are confirming our full year 2014 guidance at the high-end of our guidance range.

We continue to expect full year adjusted EBITDA to be in the range of $109 million to $115 million and distributable cash flow to be in the range of $75 million to $81 million. Finally, we expect to file our Form 10-Q with the Securities and Exchange Commission on or before November 10th. And with that operator we’ll open the call for questions..

Thank you, sir. (Operator Instructions) And we’ll take our first question from Jim Rollyson with Raymond James..

Hey, Eric, are you sure your business is 100% tied directly to oil prices? Unit price seems to think that way. Question on orders and opportunity and what you’re seeing heading into next year. Obviously you started this year with a little over 200,000 horsepower order expectation and because of opportunities that grew to over 350.

And you already booked, it sounds like for 200,000 next year through the first three quarters which puts you probably on pace between 250 to 275.

Just do you think next year's order rate will be most likely backing off from the extreme pace you've had this year, just based on what you see?.

Good observation there Jim, and as you know we -- as you pointed out, we did come in the last year at the 220 level and wind up more than 350, the type of the projects that we were involved with tend to have a lot of forward visibility.

Folks have announced $0.5 billion, $1 billion type gathering systems that they are in the midst of constructing or connection incremental laterals. So a lot of the projects that we are seeing for Q1 and Q2 were already not just on drawing boards and glimmers or somebody’s imagination, but are actually moving forward.

So what’s not clear to us is what the back half of 2015 is going to look like. And we have the question just like everybody on this call and in the industry have is, what will the impact of commodity price due to some of the incremental demand.

Again a lot of the project that were involved with have long term visibility there processing plans were you’ve got to meet the constructive to clean the liquids out of the gas stream you’ve got on going infrastructure development the Permian and Delaware basins right now even was some slowdown activity will have lots of infrastructure this going to be build and developed we start to look at plans that are being announced.

We saw some folks the other day with Anadarko and KKR announcing a big project over in the Eagle Mine area of kind us North, Southcentral Texas around the Bryan-College Station area where they’ve got plans to drill 350 or 400 wells. So there is going to be continued activity and continued pockets of activity and continued growth opportunities.

So long winded way to say we don’t contemplate massive acceleration in 2015 but we continue to see slow steady methodical demand that frankly pretty nice growth rates for us..

Yes I’d like to add to Eric’s commentary that is we get into announcing our fourth quarter earnings we’ll have the order booked for next year shaped up a bit more firmly but to the points that you were making we do expect another strong year in 2015..

Okay, that’s helpful. And on the distribution growth rate, congrats on six quarters of growth. Your growth stepped down a little bit. Kind of the last two prior quarters you were running up about $0.01 a quarter and then dropped to $0.005 a quarter.

Just curious, A, what drove the slightly lower sequential growth rate and maybe how you are thinking about that going forward?.

Sure, we again have continued to have ample cash coverage with the operations of the DRIP at nearly two and half times. But we’ve been visiting with investors both investors that have significant positions in our units.

And those who have an interest in moving and to taking a position and we think as we’ve communicated since we completed the IPO that we need to make progress against being all in covered.

And as we continue to communicate to investor we would want to move into the all in coverage something that looks more like 1.1 to 1.15 times but we just felt it was important over the back half of this year to make progress to being fully covered at one times and that way to impart in terms of how we said to distribution for Q3.

Yes with a growth and the CapEx were that we’re investing and we continue to expect strong distribution growth again as we move into 2015..

Okay, that’s helpful. Last one. Eric, just maybe a reminder, historically what’s been your experience on, you mentioned your initial contracts for new compression equipments two to five years.

What’s been your historical experience on the renewal rate of that once it gets past the initial term?.

Jim, another really good question. It varies from horsepower to horsepower range one if you are small well ahead gas well guy and you see a precipitous decline in commodity price. That equipment tends to come home fairly quickly which is why we tend to not focus on that sector.

On the infrastructure side the bigger horsepower after the primary term unless you see a change in conditions volume dramatically declines these assets stay deployed in deployed for an extended period of time.

We have multiple instances in the company where we’re now on our third, fifth year renewal cycle literally assets will be deployed 15 years ago we’re still installed in generating revenue in place.

So the majority of our assets foreign access of 50% tend to stay sticky and deployed beyond the primary term the industry kind a uses a rule of thumb a five-year contract typically stays installed seven and half to eight years, three-year contract typically stay installed four and half to five year two year contract to read three and half year type of range so kind of a 150% of your original primary term and we see that for a last 15 years through multiple commodity cycles up and down alike and I think the world that we’re living in today with these large tad facilities where we’ve got an installation of six or eight or ten compressor packages.

To the extent you see some decline in volume not whole of the step may get sent home it might be one unit here and one unit there and we very quickly turn around that we deploy those in someplace else..

And we’ll take our next question from Jeremy Tonet with JPMorgan..

It’s actually Andy for Jeremy. Is the lead time still nine to 12 months for the newer larger midstream units? And if that’s the case wouldn’t orders need to be placed soon or already been placed to sustain growth into the back half of next year. Or have we seen progress with fabrication bottleneck so that might not be as much of a concern..

What’s interesting is that’s been met two-fold. The equipment manufactures predominantly Caterpillar and Ariel have sufficient capacity to ramp up the production queue if they need to, they can put on multiple ships.

And in case of Caterpillar they have seen some slowdown in the mining industries which they have then redirected some of the engine manufacturing capacity away from mining back into the nat gas business.

There have been some select bottlenecks with the fabricators, in particular one of our large fabricator sits in the Tulsa area, has a pretty big backlog that we’re working through with some of the midstream guys for very long-term projects. The back half of the year is starting to de-bottleneck a little bit.

So we’re looking at roughly nine-month lead times right now. The really big stuff, this would be the 36-16 type of products, that’s still looking at almost 12 month lead time. But the stuff that we’re looking at, call is nine month lead.

So we got a little bit of time, we got another 90 days or so before we need to start looking at the back half of 2015.

Now I think by that point of time we’ll have a little bit better visibility and color on what some of our E&P type of customers we’ll be looking for, they’re going to be coming for with their budgets in the November, December timeframe. Our sales teams are keeping in close contact with people right now.

The mid-stream folks tend to have a little bit better visibility in the projects that we know about for Q1 and Q2 we’re executing on. And so far with the midstream folks, we’re not hearing that there is any significant alteration of the back half of the year for those types of projects.

So we got some time and we will be monitoring the marketplace both on the midstream/processing as well in the E&P sectors..

And second question kind of unrelated, there has been a lot of focus recently on associated gas opportunities in the Bakken and obviously, not a tonne of compression players with a big presence there. What’s the opportunity for you guys and when might that opportunity [indiscernible].

Do you have advantage given the newer equipment or the expertise or maybe a little more color on that opportunity would be great..

Clearly the State of North Dakota has allowed flaring to go on for an extended period of time. And some of the things we’re seeing here recently is the State is starting to focus more on trying to mitigate those 600 million cubic feet of gas has been flared each and every day up there.

So that’s starting to move forward with looking at capturing natural gas which were required the build out of gathering systems as were required processing plans to extract the high BTU liquids that are in place in that. So, folks are in the midst of figuring out just what that’s going to look like right now.

We’re aware of three or four players up there looking at specific projects; we’re having some visitation with a couple of those folks about how USA Compression could fit in the mix with that. It’s still a little early until pipe is in the ground.

You don’t need a compressor to move gas when there is no pipe in, but it’s coming here particularly over the next 12 to 24 months, that will be a growth area for the gathering and processing industry and obviously by definition and opportunity for USA..

And then final one from me, and I apologize if I missed it. Any additional discussions surrounding the DRIP. I think the most recent guidance was first quarter ‘15 participation but any indication of there after given that all in converge like we’ll get better with lower distribution payout..

The topic is under discussion, so it’s bit premature for us to indicate whether there is an extension we will be actively discussing that through the balance of this year and the DRIP as you know was extended for approximately one year from -- the last time the sponsor and the organized folks agreed to continue the DRIP.

So we’ll see how that progresses and it is helpful in terms of funding our higher level of growth CapEx needs. So we think that we’ll come to you in conclusion for that for the business but a little bit pre-mature to give any specifics..

And we’ll take our next question from Richard Verdi with Ladenburg..

So my first question pertains to my model. Obviously the company had a great quarter with record revenue. Revenue was spot on to my model and I had 29,327 for adjusted EBITDA. It is exactly what you guys reported, which is great as it's chosen my thesis being on track.

However, there was a little bit of noise in my model versus what was reported and particularly around the gross margin. In last year, it was slightly higher than it is this year.

So moving forward, what should we be thinking about gross margin? Should it be staying around these levels for modeling purposes?.

Richard, I think for modeling purposes for the balance of this year that’s a good working assumption, we -- as we have mentioned on some of these calls in the past as we have this really large horsepower compression into the system, it carries gross margins that are above the aggregate for our fleet.

And so, we learn towards trying to drive through some gross margin expansion as we look in into our forecasting in the business some of the -- in the next couple of years and so, all that depends of course on how a lot of factors move, but the fundamentals continue to be strong, again especially around the really large equipment.

So, I think that you can probably look to some improvement as we get into next year..

Excellent. Okay, great. Thanks for the color. And Eric, in your prepared remarks you had mentioned that the company doesn't really seeing much of an impact from the move in the price of oil, et cetera, but you do have the crude oil well application.

I mean, how much of an impact is the variance in the price of oil having on that business and is there a price of oil that would concern you around that business?.

Richard, I am going to break it into two pieces.

One has to do with economic finding cost, does it make sense to go out and drill new wells and spend $6 million for a horizontal well and a couple of million dollars for frac job and incremental pipe connections and those type of things and that’s a very different set of numbers at the end the incremental lifting cost.

So, what you’ll find is it may be very economic to produce oil at $40 or $50 a barrel for wells that have been drilled. So, the existing base of gas lift equipment that we have will stay installed and will continue to produce. These are wells that initially have production of the 1,000 or 1,500 barrels a day or 800 barrels a day.

They have exhibited hyperbolic decline and now you are down kind of in that flat shallow decline component in 30, 50, 80 or 100 barrels of oil a day.

So, the economics of that when you look at it the O&M cost to have the -- the gas look compression and to pay the pump or the operator, pay your severance and ad valorem taxes, those types of things are economic at significantly lower pricing then what it might cost you to drill a new well.

So, I think what you’ll see if you see or have a continued long-term decline in crude oil prices, so say you go from and it's going to be an $80 barrel, you’re at $70 or haven’t forbid $60; you’ll start to see a slowdown in new drilling activity related to the oil side.

But to the existing installed gas lift equipment would tend to stay in place and produced cash flows to cover that, that source that all those E&P companies really going to need at that point in time.

So, I think it's a bifurcation of new activity versus what you have currently installed in a place, and installed in a place will stay deployed in place..

Excellent. Okay, fantastic. And thank you for that, Eric. And just one last question kind of the big picture question. It's a follow-up to the last caller's inquiry.

Regions where you're seeing strength, what might it be and also weakness and new opportunities, et cetera?.

I am going to categorize things that kind of call it they have and have not, when you got some very large, very well capitalized operators with large acreage positions or large dedications of throughput for their pipeline gathering and processing systems, I’ll contract that with folks that maybe a little under capitalize don’t have hedges in place, don’t have the balance sheet to support those things.

And the good news for you say compressions, when you look at our customer base, these tend to be very strong on long-term stable customers. Folks that have very strong balance sheets, folks who are able to put hedges in place which -- when you look at 2015 and 2016 it had a derisk of commodity price side of things.

Strong balance sheet for folks continues to have dominate positions regionally.

So, although you’ve got basis differential ID some significant spot -- a very low spot prices for example in the Marcellus, folks who are dealing with or folks who have firm transportation kind of first move only get advance in the play and continue to have very different economics have that maybe some of the other folks might.

We’re seeing some pick up in dry gas activity again interestingly. Some folks who have redeployed capital out of one area into another area, they were able to put some hedges in place back in the summer time, we’re looking at the next several years of activity.

So, if you are looking at $4.50 natural gas prices back to the gathering and on back for the wellhead fairly attractive economic for some of those steps. So we continue to see the strong areas the Marcellus Utica remain strong for us. We continue to see activity in the Permian and the Delaware Basins growing.

We continue to see kind of methodical sustainable activities in the Mid-Continent areas so I think you start to see some of the print areas the core and the meat of somebody of the major plays continues. Clearly, the Eagle Ford is ongoing a lot of strength in that area.

When you start to get to some of the fringe areas call it Class II or Class III prospect little bit lower IPs stepper decline the type curve is a little bit lower those of the areas it’s probably to potentially be a little bit higher risk for slowdown on activity and generally that’s not the areas that we’re participating in..

And we’ll take our next question from Jerren Holder with Goldman Sachs..

Good morning. Just want to start again with the contract renewals here.

Thinking about some of the legacy contracts that may have gone over already its initial contract period which may be longer and now on a shorter term cycles, maybe monthly, have you seen any sort of change in renewal activity just recently given the downturn in commodity prices of those contracts?.

Jerry we’ve seen consistency in or pattern in terms of renewals as Eric mentioned we’re running it mid-90s utilization rates and which is for us essentially fully utilized. So renewal activity and the link of time the compression units are saying in the field after primary terms are pretty consistent again so we’ve another last few years..

Okay. And just switching I guess across to the distributable cash flow calculations that you guys do, the transaction expenses, seems like that number creeped up quite a bit, it’s about 4% of TCF this quarter.

Can you guys just expand a bit on what those are just given that there aren’t any material acquisitions that we’ve heard of and how does that kind of factor in?.

Jerry as we’ve communicated pretty regularly that we continue to look an opportunities and so that’s not new to us and that will be something be continue to look at to see if there is something opportunistic the transaction expense for this quarter were at level this higher and what we saw last quarter and it’s possible as we have in the past that we won’t incur those cost from one quarter to the next.

But it just a part of our regular ongoing analysis of good M&A opportunities and so that’s why we have sets those aside in terms of add back to adjusted EBITA and distributable cash flow..

Okay.

And I guess lastly, just switching to the balance sheet here, it looks like your leverage ratios are creeping up a bit here and just given the amount of CapEx that you are spending for the orders that you expect to supply the strong demand you’re seeing, are you guys planning on managing your balance sheet as the level seem a bit here, high here with more CapEx to come?.

Yes it was Eric mentioned we do want to make progress against the three and half to four times leverage but we are clearly putting a lot of growth CapEx it worth take advantage of the market opportunities the, to the extent that the two parties in the large parties in the DRIP will continue to DRIP there units that have some deleverage improvement.

And then if we look towards the delevering we may once again like we did this year look into the equity markets to take the leverage stand of that. So we’re seeing pretty flexible pretty nimble on those opportunities but we’ll be looking into how the markets are performing next year to see whether we take advantage of the equity markets to delever..

Okay.

And just lastly just in terms of your credit facility covenants, do you guys get credit for the CapEx that’s already contracted on the two to five year contracts, similar to how you would get a, I guess, EBITDA credit for an acquisition if you were to make one?.

But we get a couple of points we did have a half term step up for few quarters on any acquisition. So that is in the credit facility, the growth CapEx and the way it works inside of the credit facility is once we acquire units and particularly when they going to customer contract, they go into our borrowing base.

So we give credit for borrowing against with the assets both in the acquired and then when they are going customer contracts.

The add back in terms of what you were describing in the growth CapEx we don’t a provision specifically like that the way we make some changes to our credit agreement to take advantage of the fact that we’re adding lot of growth CapEx and building EBITA was to convert the leverage requirement to a trailing three month annualized covenant test.

And that’s how we accomplish what you were indicating there in the first part of your question..

(Operator Instructions) And we’ll take our next question from Sharon Lui with Wells Fargo..

Just following up on the previous questions, what's the potential to I guess exercise the option to increase the credit facility versus maybe issuing some long-term debt to get additional capacity?.

That’s very good question Sharon. We’re actively looking both at the high yield markets and how they’re developing and also always continually in discussions with the lenders who are in our credit facility and particularly our agent.

And we are considering a number of different alternatives because we have such an attractive interest rate under our ABL facility. And, so you may recall there is $100 million accordion under the credit facility. We actually have borrowing base to support and upsize particularly as we get into next year.

So we’re considering all alternatives but also in discussions with our lenders in the ABL to see what we might do there to further find our growth, just like we did at the end of 2013..

And then I guess on prior comments on newer resource plays, just wondering if producers initially typically own their compressor units or look to contract with the service provider when they enter into new plays?.

Lot of times Sharon and its company specific obviously but if it’s a new frontier area where a company doesn’t have base of operations or infrastructure it might outsource early on. And as the play matures then we make the decision as compression considered to be a core competency.

If so they might opt to end up with a larger percentage of company owned equipment. Some operators look at it and say we’ll try to balance where half of the assets would be outsourced to a company like USA and then maybe they own kind of a long-term base load of equipment.

Others might look at it and say, we’re an E&P company owning compression doesn’t do anything for sec 10 reserves. There is an opportunity to monetize compression equipment, making some more sense on USA Compressions balance sheet then on an E&P company who traded typically a significantly lower multiple than a midstream company like the USA.

So, it varies but I would think in general when you move into a new frontier area, kind of early on there are opportunities for companies like the USA and I think the Bakken would come to mine as an example that there will be some opportunities as that starts to hit the natural gas infrastructure installed..

And Eric maybe if you can just touch on the decision process to actually allocate some of your resources to these emerging resource plays.

How did you decide how much energy to devote to pursuing of first mover advantage in one area versus another? Does it depend on I guess the producer relationships that you have that are in these regions?.

As we’ve touched on before Sharon we have a long history in working with our top 10 or even 20 customers, eight of our top 10 customers we work with for over a decade. So it comes as no surprise that is a move into a more frontier area, expand the base of operations.

We have a long working relationship and when it comes to mission critical type of projects even if it’s a new area we often times get that phone call. So we typically don’t move into a new area just on call it a speculative basis.

We’re not going to take 10 or 15 or 20 service guys, load them up in their pickup trucks and drive out to new area and hand a now we’re in business sign on the front door. So we’ll follow along behind existing customers and as they grow into an area we’ll grow along side of them..

And we’ll take our next question from Andy Gupta with HITE Hedge..

This is actually Matt Niblack. A couple of things; first is that one of the concerns the marketplace seems to have is you are going to get over your SKUs a bit on ordering equipment, particularly given the question marks around the second half of next year which has been pretty thoroughly explored here in the call.

But maybe could you speak a bit about the detailed process that you go through to make sure that you don't over order in uncertain commodity environment and talk about how you think about the impact of lower oil and natural gas prices on your volumes as you are going through that process?.

Sure. And I think as we pointed out along USA Compression is really two stories, one is stability and the other is growth. And we will grow when it make sense to grow and we’ll stable when it make sense to be stable. When we look at 2014, I kind of envision we’re like the big anaconda who -- body was going to eat a rabbit; we eat a big old pig.

So, we have to work to pig through the system this year. Short-term that has some [hanks] but longer-term there is good stable cash flows and revenues that are associated with it.

When we look at coming into 2015, as I tend in the first-half of the year is very visible and extremely strong, we think we’ve got very good visibility as well with our existing customer base toward so what the back half of the year is going to look like.

Do we think we’re going to do 350,000 horsepower growth this year? The potential exist to do that, if it make sense to do and just like everybody else right now we’re watching to see what happens with some of the commodity markets and does that have an impact on some of the projects particularly more with the E&P companies led so with the midstream companies for the back half for the year.

So, when we look at the level of horsepower that we committed to build Q1, Q2 and on in the Q3 of a couple of 100,000 horsepower, we’re extremely comfortable with our abilities to place that.

Now if we were to really get into a nuclear meltdown scenario and we saw that back in 2008 after Lehmann Brothers collapsed, the financial markets dried up, we were able to cancel with no penalty, some of the commitments that have been made, we deferred some deliveries of equipments, we push some things out.

So, when we look at it our ability is a 1.5 million horsepower compression company to absorb what now looks like call it a 100-ish thousand horsepower one placed equipment in 2015, now is a couple of 100,000 horsepower.

We’re highly confident in our ability to absorb that one way shape perform, so it's -- I think more important question is going to be what does 2016, what does 2017, what does 2018 look like in light if there is a protracted downturn in commodity prices? We’re talking several years outcome today, not today and the environment we will be letting in as USA Compression will be very, very stable at that point in time if there is a downturn a new cycle we just horns in and have the free cash flow that we have and continue to make the distributions for unit holders..

Right.

Is Williams a customer and is there any impact of the WPZ-ACMP merger on your business?.

We have several pockets of relationships with Williams, as Williams, as well as with AMCP. So, we’re involve with both of them and at this stage of the game, we’re hearing nothing to the negative that could impact us actually, we’re hearing some things that could positively impact us from those guys..

Okay. And also obviously E&P CapEx budgets getting stretched potentially with lower commodity prices. One output of that could be that they may actually want to outsource things like compression to a higher degree.

Is that something you observed at all in previous cycles or hear rumblings about it at all?.

In fact some folks have heard me actually speak to the world we live in compressions is kind of go Goldilocks land, it's not too hard; it's not too cold, but just right. When commodity prices zoom for the roof like they did post Katrina and Rita $16 natural gas, all of a sudden people mash accelerator and all sorts of activities go on.

To the extent that you see a clap from a commodity price budgets are constraint, people need to do more with less, our business gets really good and that’s frankly when the modernization the sale lease pack so to speak opportunities actually inner themselves.

So, I’ve been doing this a long time and when we go back and look at the cycles where capital has tight balance sheets were strained, your E&P folks looking to play avoid a capital gains, companies like the USA Compression are very well poised to take advantage and can be opportunistic of those points in the cycle..

Okay. And last question, your cost to capital lease on the equity side is unfortunately high, I think in large part because the market doesn't really understand your business. But that being said, it's a fact.

Is there any thought strategically of things that you might do in response to that situation? And I'm thinking even as aggressive as looking for a larger merger you could participate in to get liquidity up and scale up, and may make the story more investable or anything else creative to potentially address that cost of capital issue?.

Yeah, your commentary was very much in line with our thinking.

We -- again we continue to look at those types of opportunities and we also recognize that the liquidity in terms of the flow and improvement thereof is something that should help improve our yield and we’ve agreed with your commentary now and previous commentary about where we believe the yield market should be relative toward is today.

But with I am getting into specifics we look up and down of capital structure both with the, existing business that we have and particularly if there was a larger M&A opportunity then what we did last year and the flow that improves significantly after our first follow on equity offering in May of this year and if we can accomplish a strategic transaction particularly in the M&A we think we will have some opportunities to further improve the yield and liquidity..

And as part of that with something more like a merger of equals beyond the tables, merging with Compressco for instance or is it fully that you would be looking at opportunities where you could sort of swallow the acquisition?.

We don’t want to really comment on any specific opportunities I think suffice to say we identify that longer term we won’t improve our cost of capital there are lots of ways to do that and also leverage that potentially we can throw so it involves assets that maybe E&P maybe midstream company owns peers and competitors there is a lot of different ways we could potentially skin the cat..

Okay, great. Well, keep up the good work and we’ll keep hoping that the market starts to recognize it here..

And at this time there are no further questions at this time. I like to turn the conference back to Mr. Long for any additional and closing remarks..

We appreciate everybody’s continued interest in U.S.A Compression. We continue to manage our company. For both stability and opportunities we grow.

I think times like this where there is some uncertainty on the commodity cycles will longer term any concern about investor we have will be associated as we look at how the company will we expect company performing quarters ahead. So thanks for your continued support and everybody have a great day..

That does conclude today’s conference. We did thank you for your participation..