Good morning, ladies and gentlemen. Thank you for standing by. Welcome to the USA Compression Partners Fourth Quarter Earnings Conference Call. During today’s presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be opened for questions. This conference is being recorded today, February 18, 2014. I would now like to turn the conference over to Mr. Greg Holloway, Vice President, General Counsel and Secretary. Please go ahead sir.

Well, thanks Camille. Good morning, everybody and welcome to our call. This morning we released our financial results for the quarter ended December 31, 2013 and the full year 2013. You can find our earnings release in the Investor Relations section of our website at www.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 summary pages of the earnings release and on our website. As a reminder, our conference call will include certain forward-looking statements. These statements include projections and expectations of our performance and they represent USA Compression’s 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 the information provided on this call speaks only the management’s views as of today, February 18 and may no longer be accurate at the time of a replay. I will 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 Vice President, Chief Financial Officer and Treasurer and Matt Liuzzi, our Senior Vice President of Strategic Development. Last month, we marked the one year anniversary of USA Compression as a publicly traded partnership. When we went out on the road during the IPO, I spoke about the favorable trends in the contract compression industry and how USAC was well-positioned to capitalize on those trends. I discussed USA Compression as a story of stability and of growth. And a year later, we are pleased to report a strong year for USA Compression, one in which we have not only delivered on our expectations set at the beginning of last year, but also one in which we have taken actions that position us well for 2014 and for the years beyond. We have grown the business, completed an accretive acquisition and strengthened the balance sheet by both reducing leverage and refinancing our credit facility leaving us meaningful liquidity with which to execute our growth plan. As our capital investment throughout 2013 has been deployed, we have built our distribution coverage, which was 1.03X in the fourth quarter. We continued to see strong market demand for our compression services. The shale revolution continues to change the energy industry. And as these changes have taken place, we have strategically partnered with our customers to take advantage of the changing industry dynamics. In furtherance of this strategy, we intend to commit record levels of capital for organic growth of our fleet in 2014 more than double of what we spend in 2013 as we continued to see strong market demands for our services driven by the macroeconomic trends that have been impacting the partnership and the industry during the course…

Thanks, Eric and good morning everyone. As Eric mentioned USA Compression reported record revenue, adjusted EBITDA and adjusted distributable cash flow for the fourth quarter of 2013. Revenue in the fourth quarter of 2013 increased 33% compared to the fourth quarter of 2012 primarily driven by an increase in USA Compression’s contract operations revenues as a result of adding revenue generating horsepower. Contract operations revenue in the fourth quarter of 2013 increased 53% to $47.4 million as compared to $31.1 million in the fourth quarter of 2012. The year-over-year increase in our contract operations revenue was driven almost exclusively by the growth in our revenue generating horsepower including fleet growth due to the S&R acquisition. Average revenue generating horsepower increased 34% to 138,000 in the fourth quarter of 2013 as compared to 790,000 for the same period of the prior year primarily due growth in our core midstream compression business and along with the acquisition of the S&R compression assets. Average revenue for revenue generating horsepower per month increased 15% to $13.36 for the fourth quarter of 2013 as compared to $13.39 for the fourth quarter of 2012, due to the higher revenue, the horsepower from the gas oil compression units. Adjusted EBITDA increased 51% to $25.4 million in the fourth quarter of 2013 as compared to $16.8 million for the fourth quarter of 2012. Adjusted distributable cash flow in the fourth quarter of 2013 was $18.9 million as compared to $9.2 million for the same period last year by an increase of 106%. Gross operating margin for the fourth quarter of 2013 increased 51% to $33 million as compared to $21.9 million a year ago. The gross operating margin percentage decreased slightly from 68.9% in the fourth quarter of 2012 to 67.9% in the fourth quarter of 2013. The…

Thank you, sir. (Operator Instructions) Our first question is from the line of Igor Grinman with JPMorgan. Please go ahead. Igor Grinman – JPMorgan: Hi, guys. Thanks for taking my call here. Couple of quick ones. If I just annualize the 4Q ‘13 adjusted EBITDA kind of gets me to $102 million still below, but not far from the low end of the ‘14 guidance? Can you talk a bit about what you are assuming on the maybe utilization or gross margin ratios aside, because the range seems a little bit conservative just running that simple math, I am incorporating the new horsepower additions throughout ‘14?

Sure, Igor. And your calculations are accurate in terms of the gross margins, we see that the gross margins overall for the business would be about 1 point below our current run-rate on the low end of the guidance range. And there is some level of conservatism built into the low end of the range. Also you get a full year effect of the gas lift compression units, which as you know have gross margins that run below the midstream assets that we have in the fleet. The other thing I might add is that we are – we have definitely built into our guidance for this year. Some infrastructure cost in supporting the business so, our second full year is a public company. We have some operation support positions that we are going to add to generally support the operations across all of the basins where we have our business and we also have some SG&A infrastructures that we are adding pretty much across the board to make sure that we’re in a position to continue to support our growth. So, those are the components that are being in the projected run rate for 2014 that would be incremental or different than the exit rate out of the fourth quarter of this year. Igor Grinman – JPMorgan: Got it. Thanks. And just one more, just one quick one, is there, sorry if I missed it, but is there any explicit guidance for growth CapEx for ‘14 that do you guys put on the call?

There was not, but I would be happy to walk you through that. So, we have approximately $235 million of growth CapEx in our plan for the horsepower additions that Eric mentioned in his commentary, which is approximately 220,000 horsepower for 2014 so, of the $235 million approximately $210 million is related to new compression units and the rest are for trucks and other expenditures that support the addition of the compression unit growth CapEx.

Hi, Igor, this is Eric. As we mentioned you were contemplating kind of frontend loading the growth of 2014, which gives us an opportunities to look for the back half of ‘14 as well as for additional growth. We have extremely strong demand signals right now and as I indicated in the commentary, the placement of our units is running ahead of what we have historically seen. So, we in the midst of looking at what those the back half of ‘14 from a commitment to some additional unit CapEx look like and we’re visiting with our fabricators and our packagers right now as to look some of those incremental commitments might look like. We may end up looking at it adding as much as another 100,000 horsepower to delivery in the back half of 2014. Keep in mind, lead times right now with the fabricators are running in this call six month or so range. So, to the extent we end up with some additional orders which tend to be for the tail end of 2014, possibly carry on into 2015, but we’re looking at some additional new unit CapEx for delivery in the latter half of 2014 to further the growth due to the strong demand that we see. Igor Grinman – JPMorgan: Got it, thanks guys. That’s very helpful.

Our next question is from the line of Marc Silverberg with Barclays. Please go ahead. Marc Silverberg – Barclays: Hi, good morning everyone.

Good morning, Marc.

Good morning, Marc. Marc Silverberg – Barclays: For the $180,000 that’s already on order for this year. It sounds like those are first half deliveries, but when does your guidance assume those are fully cash generating and given that those are about one-third contracted today, give or take. Is it fair to assume that most of those deliveries are concentrated in the second quarter of this year?

Marc, the acquisition of those units are little bit more rated into Q2, but we have – we have a significant amount of horsepower coming in the first quarter of this year and the modeling assumption that we use for guidance purposes is a three to four month lag from getting the units acquired to those producing cash flow. As you know our history looks more or like having those 100 customer contracts at the time we take delivery of the units and as Eric mentioned we are off to a running start in 2014 is stronger than we’ve seen in the last several years. So, we have that lag built in for modeling and guidance purposes, but we do expect to have most of that equipment under customer contract as we take delivery from our packagers. Marc Silverberg – Barclays: Got it. That’s helpful. Thank you. And then for the full year ‘13, EBITDA came in just below the low end of the range you had laid out there in November. Was that timing related or were there other impacts that we could see carry forward into early ‘14?

Yes, it was not timing and would not carry into 2014. So, your question there, we have actually expected to sell a couple of compression units to a third party and that we did not concentrate for some good reasons. But that’s really the difference in terms of the $400,000 roughly differential long distributable cash flow for the year. And so that was a non-recurring transaction, a little bit of a unique opportunity we elected to not push that through and so therefore it doesn’t have been carryover effect into 2014. Marc Silverberg – Barclays: Got it. Okay, thank you. And then you have mentioned that higher pricing was due to the addition of gas lift units. Is that a sole driver of the increase or was there any element of and I guess more broad-based pricing improvement? And can we expect these pricing levels that you are running today to carry forward into 2014 as you deploy more gas lift type units?

Yes, I will go ahead and start with that. So, we are continuing to see some basically inflationary price improvements as we renew contracts with customers who put unit sale. The land scape in terms of pricing is so quite competitive, but we have seen improvements through 2013 and would expect to be seeing modest improvements in 2014 as well. If you look at the kind of an weighted average for 2014 on the pricing for the fleet mark it will look a whole lot like what we saw in Q4 because the fourth quarter of 2013 had a full quarter of the S&R acquisition. So, something in that $15.5 range is composite pricing that we would expect to see in 2014. Marc Silverberg – Barclays: Perfect. And then lastly obviously the hot topic weather, were there any weather-related impacts to your operations during the quarter or maybe you start with the year freeze offs of the well head or just limited ability to render units or may be mobilize them around some of the basins?

Marc, that’s a really good question. Clearly when you look at the magnitude of our operations in the mid-continent area, the Texas pan handler, Western Oklahoma there were sizeable and significant weather-related impacts. We’ve a major base of operations in Appalachia and there were lots of snow days for the kids as I’ll indicate. That said when you look at our revenue stream, which is fee-based down time for our customer reason such as freeze offs, unlike guys who take commodity risk and throughput risk we actually do get paid on our dollars from that contract. It does have an impact on some of our operating expenses overtime tends to run up there’re some unanticipated mechanical failures that tends to hit some our ApEx cost a little bit, but unlike some of our – the EMP peers who may have a substantial loss of throughput and obviously cash flow impact, the beauty of our contract structure provides that we get paid anyway. It does have a little bit of impact on our expenses, but in the scheme like not that material. Marc Silverberg – Barclays: Perfect, that’s all I had. I appreciate the color guys.

Thanks so much.

Our next question is from the line of Sharon Lee with Wells Fargo. Please go ahead. Sharon Lee – Wells Fargo: Hi good morning.

Good morning. Sharon Lee – Wells Fargo: Just a quick for me. I guess your guidance for 2014 does that incorporate the full 220 of horsepower that planning to add or just 180?

Sharon, that includes the full 220,000. And of course as you know, the equipment that we will take possession of in the second half of this year has a relatively small effect in 2014, but it does incorporate the full 220,000 horsepower. Sharon Lee – Wells Fargo: Okay. And I guess based on the net plan of your DCF guidance, it kind of implies close to 1 times coverage ratio based on your current distribution, how do you view I guess distribution both in coverage, is it on a paid basis or how should we think about that?

Yes, well I think we’ll continue to guide folks to look at it both ways. So, you are exactly right with your calculation and so the low end of the range on an all-in basis would be slightly under-covered. We continue to point to the cash coverage which on the high end of the range would look like two and three quarters times coverage with the anticipation that Riverstone and Argonaut would continue to pick their units through 2014. So in terms of distribution growth, we still are looking for this low 10% to 12% as we look over the next several years with our organic growth plan and we would still like to grow over 1 times all-in coverage and it’s still our objective, but for our planning for 2014, particularly with the pick on the distributions against cash coverage, we would expect to be running nearly three times for the year. Sharon Lee – Wells Fargo: Okay, that’s very helpful. And then just your growth CapEx for the fourth quarter, if you look at the amount of horsepower it seems like it trended a lot higher close to $1,500 per horsepower, was there anything unusual in that number?

Yes, Sharon, not unusual, but the gas lift units, those will run at about call it $1,400 to $1,500 per horsepower. And so clearly those have the higher average acquisition costs as is the case with other small horsepower that we would acquire. And so for the larger horsepower units, we are still running at about $850 per horsepower, so that has not really changed, but the weighting for the addition of the gas lift units clearly will drive that amount on a per horsepower basis. Sharon Lee – Wells Fargo: Okay, okay. And then I guess the last question, for your horsepower of 180, is the split pretty much in line with what you are thinking about for the full year, meaning 170 for the regular horsepower and 50 for gas lift?

Yes, we still anticipate that, that will be the split between the gas lift in the midstream assets for the full year 2014. Sharon Lee – Wells Fargo: Okay, great. Thank you.

You’re welcome.

Our next question is from the line of T.J. Schultz with RBC Capital Markets. Please go ahead. T.J. Schultz – RBC Capital Markets: Hey, guys. Good morning. Eric, just to expand on some of the potential for horsepower above the 220, it’s pretty sizable upside potentially. I guess just a couple of follow-ups mainly the mix for potential new horsepower between midstream applications versus gas lift or where you are seeing that potential growth. You mentioned a focus for growth obviously in the liquids rich plays and you are being selective on locations and projects. Just if you could expand on where specifically you think you have the most opportunities kind of geographically over the next couple of years? And then just a second follow-up the potential for that much horsepower, how do you think about the balance sheet and your comfort level carrying different levels of leverage during periods of pretty high demand such as this?

Good questions, T.J. We have indicated early on that we don’t want to get out a kilter and overweight the gas lift side of the equation. What’s interesting the ability to digest that 50,000 horsepower of gas lift units for deployment in ‘14 is right down the fairway. The incremental growth upwards about 100,000 horsepower is our classic core midstream focus. We are seeing very strong continued demand in Appalachia both in Marcellus and the Utica. We are seeing very strong demand signals right now for the Permian Basin, where we have moved into a little over a year or so ago. And we continue to see very strong growth in that area. We are seeing continued growth in the Eagle Ford shale. And interestingly with some of the build-out – continued build-out in Western Oklahoma with midstream assets, we are seeing fairly sizable processing demand oriented. So bottom line that additional demand signals back half of 2013 for the upwards of 100,000 horsepower would be midstream oriented.

And T.J. on the balance sheet, so even with our 220,000 horsepower adds, if you look at leverage on an annualized trailing three-month basis, that would put us at 3.95 times leverage at the end of 2014, a trailing 12 basis, that number is right at 4.2 to 4.3 times and so that against our covenant leeway of 5.5 times, we are very comfortable in terms of adding that amount of growth CapEx in the system and so even if we look at deployment of the horsepower that Eric just described and the timing for giving that horsepower under customer contracts we think we can still make progress against our leverage and improve our balance sheet in that regard. So, again we’re quite comfortable with any growth CapEx and the levels that we’re describing.

Let me follow-up also kind of on that backend 2014, 100,000-ish horsepower potential. A fair component of that would be targeted toward the station services business that we talked about. We see additional margin associated with that. When you look at the CapEx cost of project like that or call it half would be compression assets, half would be the other tangible equipment and we see some very substantial operating lift associated with that the margins the significant for us. So, part of what we’re looking toward right now is looking to improve our return on invested capital to bring not just to the assets of the table, but the services infrastructure that we have and push through some additional leverage on higher margin project. So, it’s not like we want to just go chase incremental growth opportunities for the sake of growth. We actually want to chase incremental growth opportunities that can bring incremental margin to the table so, call it a high graded opportunity for us for the second half of the year. T.J. Schultz – RBC Capital Markets: Okay, great, thanks. Just lastly really quick, you mentioned the focus on kind of cash coverage. So the distribution reinvestment plan just trying how we think about how long that should continue?

You probably know we get asked that question quite a lot so, Riverstone and Argonaut are committed through the second quarter of 2014. They are certainly eligible to like to take cash just half of that period of time on the quarter-by-quarter basis. But I can’t speak really to specific timetables, T.J, but we really don’t anticipate seeing either group taking cash out of the business in the near-term. So, our planning for takeaway for 2014 is we saw planning around balance sheet is the pick will continue. And then again we see how that shapes up in future years, but both groups are still fairly new into the investment, like the growth opportunity in the units and really not looking to take out cash. T.J. Schultz – RBC Capital Markets: Good, thanks.

Good.

Our next question is from the line of Jim Rollyson with Raymond James. Please go ahead. Jim Rollyson – Raymond James: Good morning, guys.

Good morning, Jim. Jim Rollyson – Raymond James: Maybe first of all for Jody, just going back to your margin commentary on what’s kind of embedded, what’s driving some of the maybe higher costs this year to bring EBITDA only up marginally from 4Q, what should we be thinking in terms of SG&A and even DD&A for that matter, just for our models for 2014?

Sure. So, the SG&A, Jim, will be up incrementally in 2014. Again we’re looking at making as to support the business really all across the board in terms of the systems in people processes, our HR staff legal and while these additions are being made to support future growth. We’re making a decision to move some of these people and systems into the mix in 2014. I just believe that will help improve our platform for not only organic growth, but also for future acquisitions. So, the modeling around our SG&A is up again just incrementally over 2013 nothing that’s far different because we still expect EBITDA margins to run in a range of where we’ve exited 2013 so, in terms of DD&A nothing different there either in terms of how we would depreciate our growth CapEx and maintenance CapEx are still looking at 25 years straight line of growth CapEx and the same assumptions either three to five years or seven years depending on the type of maintenance CapEx component that we have. So, again these are – we’re looking at these is relatively minor adjustments in our projections around gross and EBITDA margins, but we are going to invest not only in operation support, but in different components of the SG&A cost base in 2014. Jim Rollyson – Raymond James: That’s very helpful. And maybe one for Eric, Eric, obviously demand outlook is continues to be pretty strong. What’s the competitive landscape look like when you’re talking to customers, what kind of competition are you getting to add new horsepower, how has that changed or is that still similar?

Really good question, Jim and what we’re seeing from our customers, they are trying to figure out how they do more with not having access to lots of talent in personal right now. So, you pick the name of the midstream company, pick up a name of the E&P company, there is continued build out going on, the people are drilling wells, people are finalizing gathering systems, people are bringing on processing plants, and as everybody on the line knows we’re in the midst of an extended “energy boom” right now so, people are in short supply. We’re seeing needs being driven by safety, needs being driven by people and compression assets don’t operate themselves in the field. So, we’re seeing frankly is kind of a, I’ll call it migration toward folks like USA Compression who can bring the bundled solution to the table and say turn this over to outsource this to us, be it in a rich gas play, be it in a dry gas play as people gear up and ramp up and continue to promulgate the needs for our services continue to be there and frankly are being expanded upon. From a competitive stance, there are some people who say we view compression as a core competency, we’ll do it ourselves, there are some people who say I’m going to have some of my base load long-term equipment and I’ll do that myself and I’ll variablize some of the growth stuff and work with the company like USA Compression and not everybody can really do what USA Compression does, mission critical, bigger horsepower is a true differentiator on geographic footprint. We may run into a regional competitor in South Texas or West Texas or East Texas or Oklahoma. We may run into a different regional player…

That’s also a good question. Our view is we have a strong platform with USA Compression. We’ve got a broad regional geographic footprint. We look at the economics of the organic growth right now and that tends to make sense for us. Some of the assets that have – we’ve taken look at the smaller horsepower side, frankly from a typical perspective are orientated more toward marginal gas well, gas lift rather than some of the higher pressure regimes needed to focus on the oil well gas lift side. So, if it’s not the right assets, little bit older assets, don’t have the type of ideal footprint we need kind of at this stage of game I say our focus will probably be to continue to grow organically rather than to troll for acquisition opportunities in the gas lift sector. Jim Rollyson – Raymond James: Thanks guys. I appreciate it.

Thank you.

(Operator Instructions) Our next question is from the line of Matt Niblack with HITE. Please go ahead. Matt Niblack – HITE: Thank you. Couple of questions. Number one, you mentioned the 36% contracted rate of the incremental capacity as the headwind you normally see, can you provide some color on exactly what you are going to see at this point in the cycle? Secondly, the additional SG&A and OpEx that you are seeing this year, the sort of one-time thing that you could see into the 2014 level be sufficient for material growth beyond the expected 2014 levels? And then lastly, what need do you see given your CapEx program and leverage to access the overnight equity market in the first six months of 2014? Thank you.

Sure, Matt. Let’s say we will take those in order in terms of the 36% contract rate, so we more typically would see that again we are taking the equipments and having customer contracts about the time that we take possession of the orders. So, to be sitting here basically in the mid-February timeframe and to have nearly 40% of the entire 180,000 horsepower under contract, that’s probably running at least 2X the kind of rate that we would typically see if not more than that. So, as Eric’s commentary outlined in terms of customer demand, we are just seeing demands at very high levels for new additions into the fleet. On the OpEx and SG&A, we are not going to provide guidance beyond 2014 obviously, but there probably is some level of catch up, if you will, in terms of positions there we are adding that could provide a couple of two or three years of forward support in terms of operation support and the other corporate areas that I mentioned, but we could certainly still expect as the business grows that the SG&A levels will increase. We work to try and keep those in a reasonable range as a percentage of revenues, but again some of the positions that we are adding we think will give us some longevity. In terms of the CapEx program and what we may need to do in terms of an overnight, it could be in the form of an overnight or a one day marketed deal, we are going to stay nimble in terms of the – both the equity markets that we would see an opportunity to raise additional primary equity along with the continued raise that we get under our distribution reinvestment program. We, as you probably have seen, filed a shelf with $1 billion of primary proceeds that’s a 3-year longevity on the shelf. So I think it will be fair to assume that it is possible that we could look to go back to the equity markets and possibly even in the first half of this year. Again, we are going to continue to monitor rough CapEx additions and cash flow and leverage and in the event that we are successful with another acquisition that sort of would have us look at the capital structure in connection with the deal. So we are saying quite flexible at this point in time that we think that the shelf that we filed gives us the capability to do that. Matt Niblack – HITE: Okay.

You’re welcome.

There are no further questions at this time. I would now like to turn the call back over to Mr. Long for closing remarks.

Well, we appreciate the continued interest and support of USA Compression. We look forward to our next call and seeing folks who have been on the call at our next round of analyst get together. Thank you much and a have a great day.

Ladies and gentlemen, this does conclude the USA Compression Partners’ fourth quarter earnings conference call. A replay of today’s conference is available in this morning’s news release. Thank you for your participation. You may now disconnect.