Long-Term Incentive Plan

9 Months Ended

Sep. 30, 2015

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

We have a long-term incentive plan (“LTIP”) for certain of our employees and directors of our general partner. The LTIP primarily consists of phantom units and permits the grant of awards covering an aggregate payout of 9.4 million of our limited partner units. The estimated units available under the LTIP at September 30, 2015 total 1.0 million. The compensation committee of our general partner’s board of directors administers our LTIP.

Our equity-based incentive compensation expense was as follows (in thousands):



	Three Months Ended						Nine Months Ended
	September 30, 2014						September 30, 2014
	Equity Method		Liability Method		Total		Equity Method		Liability Method		Total
Performance/market-based awards:
2012 awards	$	1,022	$	651	$	1,673	$	3,066	$	3,192	$	6,258
2013 awards	1,350		558		1,908		4,726		2,411		7,137
2014 awards	1,101		—		1,101		3,233		—		3,233
Retention awards	296		—		296		1,103		—		1,103
Total	$	3,769	$	1,209	$	4,978	$	12,128	$	5,603	$	17,731

Allocation of LTIP expense on our consolidated statements of income:
G&A expense					$	4,862					$	17,322
Operating expense					116						409
Total					$	4,978					$	17,731



	Three Months Ended							Nine Months Ended
	September 30, 2015							September 30, 2015
	Equity Method		Liability Method			Total		Equity Method		Liability Method		Total
Performance/market-based awards:
2013 awards	$	1,673	$	(590	)	$	1,083	$	6,246	$	501	$	6,747
2014 awards	1,497		—			1,497		3,980		—		3,980
2015 awards	1,727		—			1,727		3,687		—		3,687
Retention awards	380		—			380		812		—		812
Total	$	5,277	$	(590	)	$	4,687	$	14,725	$	501	$	15,226

Allocation of LTIP expense on our consolidated statements of income:
G&A expense						$	4,643					$	15,016
Operating expense						44						210
Total						$	4,687					$	15,226

In February 2015, 166,189 phantom unit awards were issued pursuant to our LTIP. These grants included both performance-based and retention awards.

In January 2015, we issued 354,529 limited partner units to settle unit award grants to certain employees that vested on December 31, 2014. Further, 4,461 limited partner units were issued during 2015 to settle the equity-based retainer paid to certain members of our general partner's board of directors.

Basic and Diluted Net Income Per Limited Partner Unit

The difference between our actual limited partner units outstanding and our weighted-average number of limited partner units outstanding used to calculate earnings per unit, is due to the impact of: (i) the phantom units issued to non-employee directors which is included in the calculation of basic and diluted weighted average units outstanding, and (ii) the weighted average effect of units actually issued during a period. The difference between the weighted-average number of limited partner units outstanding used for basic and diluted net income per unit calculations on our consolidated statements of income is primarily the dilutive effect of phantom unit grants associated with our LTIP.