EQUITY-BASED COMPENSATION

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Effective May 14, 2013, we adopted our 2013 Long-Term Incentive Plan (the “LTIP”) for providing long-term incentives for employees, directors, and consultants who provide services to us, and provides for the issuance of an aggregate of up to 2,321,968 common units to be granted either as options, restricted units, phantom units, distribution equivalent rights, unit appreciation rights, unit award, profits interest units, or other unit-based award granted under the plan. All of our outstanding grants will be settled through issuance of limited partner common units.

On May 14, 2013, we granted 530,588 and 265,294 phantom units to our CEO and Sand Officer, respectively. Half of these phantom units vested after one year, and the remaining half vested on May 14, 2015. For phantom units granted to employees in 2013, we currently assume a 43-month vesting period, which represents management’s estimate of the amount of time until all vesting conditions have been met. Concurrent with the closing of a secondary offering in June 2014 and the exercise of the underwriters’ over-allotment in July 2014, 90,686 of these phantom units vested and common units were issued. For other phantom units granted to employees, we assume a 36 to 48-month vesting period. Restricted units are awarded to our independent directors on each anniversary of our IPO, each with a vesting period of one year. Regarding distributions for independent directors and other employees, distributions are credited to a distribution equivalent rights account for the benefit of each participant and become payable generally within 45 days following the date of vesting. As of December 31, 2015, the unpaid liability for distribution equivalent rights totaled $1.5 million.

In 2015, we granted 33,042 time based phantom units to certain officers and other employees to vest in equal installments on each anniversary date of the grant over a period of three or four years. We also granted 16,242 market based phantom units to certain officers in 2015. Half of these units will vest when the per-unit closing price increases by 25% or 50% (depending on the grants) and the other half will vest when the per-unit closing price doubles from the per-unit closing price on the initial grant dates.

The following table summarizes awards granted during the year ended December 31, 2015.



	Total Units		Phantom Units		Restricted Units		Fair Value per Unit at Award Date
Outstanding at December 31, 2014	605,664		602,836		2,828		$	18.12
Granted	59,771		49,284		10,487		35.69
Vested	(401,011	)	(397,941	)	(3,070	)	17.5
Forfeitures	(39,424	)	(37,375	)	(2,049	)	33.33
Outstanding at December 31, 2015	225,000		216,804		8,196		$	21.22

For the years ended December 31, 2015 and 2014, we recorded non-cash compensation expense relating to equity-based compensation of $3.5 million and $9.0 million, respectively, in selling, general and administrative expenses. As of December 31, 2015, the unrecognized compensation expense related to the grants discussed above amounted to $2.0 million to be recognized over a weighted average of 1.29 years.