Emerge Energy Services (EMES) 10-Q 20 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 13, 2015
Document and Entity Information
Entity Registrant Name	Emerge Energy Services LP
Entity Central Index Key	1,555,177
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		24,119,972
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 5,888	$ 6,876
Trade and other receivables, net	59,534	75,708
Inventories	39,298	32,278
Prepaid expenses and other current assets	9,089	9,262
Total current assets	113,809	124,124
Property, plant and equipment, net	233,089	238,657
Intangible assets, net	25,947	31,158
Goodwill	29,264	29,264
Other assets, net	12,026	8,924
Total assets	414,135	432,127
Current liabilities:
Accounts payable	18,849	21,341
Accrued liabilities	25,190	24,411
Current portion of long-term debt	0	53
Current portion of capital lease liability	0	930
Total current liabilities	44,039	46,735
Long-term debt, net of current portion	272,940	217,023
Business acquisition obligation, net of current portion	8,914	10,737
Capital lease liability, net of current portion	0	57
Other long-term liabilities	3,786	2,386
Total liabilities	$ 329,679	$ 276,938
Commitments and contingencies
Partners’ equity:
General partner	$ 0	$ 0
Limited partner common units (issued and outstanding 24,119,972 units and 23,718,961 units as of September 30, 2015 and December 31, 2014, respectively)	84,456	155,189
Total partners’ equity	84,456	155,189
Total liabilities and partners’ equity	$ 414,135	$ 432,127

UNAUDITED CONDENSED CONSOLIDAT3

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Limited Partners' Capital Account, Units Issued	24,119,972	23,718,961
Limited Partners' Capital Account, Units Outstanding	24,119,972	23,718,961

UNAUDITED CONDENSED CONSOLIDAT4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenues	[1]	$ 176,320	$ 296,338	$ 581,133	$ 868,692
Operating expenses:
Cost of goods sold (excluding depreciation, depletion and amortization)	[1]	169,765	251,766	515,028	752,957
Depreciation, depletion and amortization		7,530	6,421	21,325	17,902
Selling, general and administrative expenses		7,693	9,559	25,475	27,028
Project termination		(68)	0	9,344	0
Total operating expenses		184,920	267,746	571,172	797,887
Operating income (loss)		(8,600)	28,592	9,961	70,805
Other expense (income):
Interest expense, net		3,275	1,479	9,036	5,006
Other		(9)	775	(53)	624
Total other expense		3,266	2,254	8,983	5,630
Income (loss) before provision for income taxes		(11,866)	26,338	978	65,175
Provision for income taxes		32	255	501	514
Net income (loss)		$ (11,898)	$ 26,083	$ 477	$ 64,661
Earnings (loss) per common unit (basic) (in dollars per unit)	[2]	$ (0.49)	$ 1.08	$ 0.02	$ 2.69
Earnings (loss) per common unit (diluted) (in dollars per unit)	[2]	$ (0.49)	$ 1.08	$ 0.02	$ 2.69
Weighted average number of common units outstanding including participating securities (basic) (in units)		24,159,656	24,115,926	24,139,772	24,054,747
Weighted average number of common units outstanding (diluted) (in units)	[2]	24,159,656	24,118,599	24,142,197	24,060,548
Fuel revenues and cost of goods sold include excise taxes and similar taxes:		$ 14,264	$ 13,688	$ 38,579	$ 38,885
[1]	Fuel revenues and cost of goods sold include excise taxes and similar taxes of $14,264 thousand and $13,688 thousand for the Three months ended September 30, 2015 and 2014 and $38,579 thousand and $38,885 thousand for the Nine months ended September 30, 2015 and 2014.
[2]	See Note 8.

UNAUDITED CONDENSED CONSOLIDAT5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands	Total	Limited Partner Common Units	General Partner (non-economic interest)
Balance at Dec. 31, 2014	$ 155,189	$ 155,189	$ 0
Increase (Decrease) in partners' capital
Net income	477	477	0
Equity-based compensation expense	3,444	3,444	0
Distributions paid	(74,337)	(74,337)	0
Distribution equivalent rights accrued	(632)	(632)	0
Recovery of short swing profit	315	315	0
Balance at Sep. 30, 2015	$ 84,456	$ 84,456	$ 0

UNAUDITED CONDENSED CONSOLIDAT6

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income	$ 477	$ 64,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	21,325	17,902
Equity-based compensation expense	3,595	6,726
Project termination costs - non-cash portion	8,684	0
Provision for doubtful accounts	581	101
Loss on disposal of assets	110	4
Amortization of debt discount/premium and deferred financing costs	855	698
Loss on termination of sand supply agreement	0	689
Unrealized loss on derivative instruments	536	387
Other non-cash	80	17
Changes in operating assets and liabilities, net of business acquired:
Restricted cash and equivalents	0	6,188
Accounts receivable	18,220	(43,313)
Inventories	(7,020)	8,377
Prepaid expenses and other current assets	177	(2,780)
Accounts payable and accrued liabilities	(1,957)	7,997
Other assets	(3,100)	(6,368)
Cash flows from operating activities:	42,563	61,286
Cash flows from investing activities:
Purchases of property, plant and equipment	(23,827)	(59,089)
Proceeds from disposals of assets	1,089	335
Collection of notes receivable	10	374
Business acquisitions, net of cash acquired	0	(11,000)
Cash flows from investing activities:	(22,728)	(69,380)
Cash flows from financing activities:
Proceeds from line of credit borrowings	249,500	266,357
Repayment of line of credit borrowings	(194,000)	(171,203)
Repayment of other long-term debt	(53)	(168)
Distributions to unitholders	(74,351)	(79,711)
Payment of business acquisition obligation	(809)	0
Payments on capital lease obligation	(987)	(3,656)
Payment of financing costs	(438)	(2,342)
Recovery of short swing profit	315	11
Cash flows from financing activities:	(20,823)	9,288
Cash and cash equivalents:
Net increase (decrease)	(988)	1,194
Balance at beginning of period	6,876	2,167
Balance at end of period	$ 5,888	$ 3,361

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	ORGANIZATION AND BASIS OF PRESENTATION Organization Emerge Energy Services LP (“Emerge”) is a Delaware limited partnership that completed its initial public offering (“IPO”) on May 14, 2013 to become a publicly traded partnership. The combined entities of Superior Silica Sands LLC (“SSS”), a Texas limited liability company, Allied Energy Company LLC (“AEC”), an Alabama limited liability company, and Emerge Energy Services Operating LLC (“Emerge Operating”), a Delaware limited liability company, represent the predecessor for accounting purposes (the “Predecessor”) of Emerge. Emerge acquired Direct Fuels LLC (“Direct Fuels”) in a business combination concurrent with the IPO on May 14, 2013, References to the “Partnership,” “we,” “our” or “us” when used for dates or periods ended prior to the IPO, refer collectively to the Predecessor. References to the “Partnership,” “we,” “our” or “us” when used for dates or periods ended on or after the IPO, refer collectively to Emerge and all of its subsidiaries, including Direct Fuels. We are a growth-oriented energy services company engaged in: (i) the business of mining, producing, and distributing silica sand that is a key input for the hydraulic fracturing of oil and gas wells; and, (ii) the business of distributing refined motor fuels, refining transportation mixture (“transmix”) and biodiesel, operating bulk motor fuel storage terminals, and providing complementary services. We report silica sand activities through the Sand segment and motor fuel operations through the Fuel segment. We report items of income (if any) and expense that cannot be directly associated with the Sand and Fuel segments as “corporate.” The Sand segment conducts mining and processing operations from facilities located in Wisconsin and Texas. In addition to mining and processing silica sand for the oil and gas industry, the Sand segment sells its product for use in building products and foundry operations. The Fuel segment operates transmix processing facilities located in the Dallas-Fort Worth area and in Birmingham, Alabama. The Fuel segment also offers third-party bulk motor fuel storage and terminal services, biodiesel refining, sale and distribution of wholesale motor fuels, reclamation services (which consists primarily of cleaning bulk storage tanks used by other petroleum terminal and others) and blending of renewable fuels. Secondary Offering On June 20, 2014, we and our general partner, along with certain selling unitholders named therein (the “Selling Unitholders”) entered into an Underwriting Agreement with underwriters named therein (the “Underwriters”), with respect to the offer and sale (the “Secondary Offering”) by the Selling Unitholders of 3,515,388 common units at a price to the public of $ 109.06 per common unit ( $105.2429 per common unit, net of underwriting discounts and commissions). On June 25, 2014, the Selling Unitholders completed the Secondary Offering. We did not receive any proceeds from the Secondary Offering. Pursuant to the Underwriting Agreement, the Selling Unitholders also granted the Underwriters an option for a period of 30 days to purchase up to an additional 527,307 common units on the same terms, and on July 18, 2014, the Underwriters partially exercised the option to purchase 165,635 common units. Following the closing of this transaction and as of September 30, 2015 , Insight Equity Management Company LLC and its affiliated investment funds and its controlling equity owners (collectively “Insight Equity”) held approximately 35% of all of our outstanding common units. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with our 2014 Annual Report on Form 10-K/A. These financial statements include the accounts of all of our subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. Acquisition from Midwest On July 25, 2014, we acquired certain assets and obligations of Midwest Frac and Sands LLC (“Midwest”) in order to expand access to high quality sand reserves near our Wisconsin processing plants, improve earnings, and exert greater control over our sand feedstock supply. Midwest operated a sand mine and wet wash facility in Barron County, Wisconsin. The assets include, but are not limited to, mineral reserves, real estate, buildings, land improvements, wet wash processing and conveying equipment, fixtures and office equipment, permits, and a non-compete agreement with the seller. The liabilities assumed include accounts payable and a local government highway repair and maintenance agreement. We have accounted for the acquisition as a business combination under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 805, Business Combination s. The purchase agreement specifies a total cash purchase price of $24.0 million plus contingent consideration, if any. The agreement required an advance payment of $11.0 million in June 2014. The additional $13.0 million is being paid over time as sand is removed from the reserves, with a minimum of $2.0 million paid each year. After repayment of $13.0 million , we will continue to pay contingent consideration for any additional sand we remove, for as long as the sand reserves remain economically viable. We used a discounted cash flow analysis to estimate the present value of the contingent consideration and other liabilities assumed as of the purchase date, using management’s estimates of the volumes and timing of sand extraction. We estimate that the entire obligation will be repaid within 7 - 8 years after acquisition, assuming production of approximately 850,000 tons of wet washed sand per year. The seller can repurchase the land when we determine the property is no longer viable for our sand mining and processing activities. As part of the agreement, we cancelled an existing tolling agreement whereby we agreed to convert Midwest’s wet washed sand to dry sand as well as an existing supply contract whereby Midwest agreed to supply and deliver wet washed sand. We recorded a $0.7 million loss on settlement of pre-existing agreements as a component of “Other” expense on our Condensed Consolidated Statements of Operations. We estimated the fair values of the terminated agreements using a discounted cash flow analysis. We retained a third-party expert to assist in determining the volumes and quality of the in-place mineral reserves. With assistance from a third-party valuations expert, we then used this data in our determination of the fair values of identifiable net assets, using the income approach. Our assessment of the fair values of the assets acquired and liabilities assumed as of July 25, 2014 indicates that there was no goodwill associated with the acquisition. We recognized the assets acquired and liabilities assumed based upon the fair values determined on the date of acquisition, using significant inputs that are not observable in the market (i.e., Level 3 inputs). Such values are preliminary and may be revised as we complete our analysis of the fair values of the assets acquired and liabilities assumed, but will be finalized no later than one year from the acquisition date. Following is a reconciliation of the total consideration to the assets acquired and liabilities assumed as of the acquisition date ($ in thousands): Consideration: Cash deposit $ 11,000 Present value of purchase obligation 11,226 Present value of contingent consideration 853 Loss on settlement of pre-existing agreements (689 ) Total consideration $ 22,390 Assets acquired: Mineral reserves $ 19,381 Other property, plant and equipment 4,403 Non-compete agreement 100 Total assets acquired 23,884 Less liabilities assumed: Governmental highway improvement obligation 1,128 Asset retirement obligation 227 Accounts payable 139 Net assets acquired $ 22,390 In our Condensed Consolidated Balance Sheets, we have classified the non-current portion of the purchase obligation in “Business acquisition obligation, net of current portion.” The governmental highway improvement obligation and the current portion of the purchase obligation are classified as “Accrued liabilities.” We incurred approximately $0.1 million in transaction costs, which were recorded as “Selling, general and administrative expenses” as incurred. The historical financial information for the assets acquired was impractical to obtain, and inclusion of pro forma information would require us to make estimates and assumptions regarding these assets’ historical financial results that may not be reasonable or accurate. As a result, supplemental pro forma results are not presented. This acquisition is not expected to impact our consolidated revenues. It is impractical to determine net income included in our consolidated statements of operations relating to Midwest since the date of acquisition because Midwest has been fully integrated into our Sand segment operations and the operating results. For this reason, the operating results of Midwest cannot be separately identified. Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These reclassifications do not impact net income and do not reflect a material change in the information previously presented in our Condensed Consolidated Statements of Operations.

OTHER FINANCIAL DATA

OTHER FINANCIAL DATA	9 Months Ended
	Sep. 30, 2015
Other Financial Data Disclosure [Abstract]
OTHER FINANCIAL DATA	OTHER FINANCIAL DATA Restricted Cash and Equivalents We were required under agreements with our chief executive officer (“CEO”) and an officer in our Sand segment (the “Sand Officer”) to establish and maintain Rabbi Trusts which were used to fund deferred compensation as described in the agreements. Restricted cash and equivalents were invested in short-term instruments at market rates; therefore the carrying values approximated fair value. In May 2014, all funds in the Rabbi Trusts were distributed to our CEO and Sand Officer and the Rabbi Trusts were terminated. Allowance for Doubtful Accounts The allowance for doubtful accounts was $1.0 million and $0.4 million at September 30, 2015 and December 31, 2014 , respectively. Inventories Inventories consisted of the following: September 30, 2015 December 31, 2014 ($ in thousands) Sand work in process $ 17,807 $ 14,413 Sand finished goods 12,628 7,582 Refined fuels 6,820 8,031 Fuel raw materials and supplies 1,950 2,157 Sand raw materials and supplies 93 95 Total $ 39,298 $ 32,278 Property, Plant and Equipment Property, plant and equipment consisted of the following: September 30, 2015 December 31, 2014 ($ in thousands) Machinery and equipment (1) $ 151,548 $ 146,951 Buildings and improvements (1) 55,680 51,027 Land and improvements (1) 40,169 37,461 Mineral reserves 30,181 30,181 Construction in progress 22,644 24,172 Capitalized reclamation costs 2,445 2,332 Total cost 302,667 292,124 Accumulated depreciation and depletion 69,578 53,467 Net property, plant and equipment $ 233,089 $ 238,657 (1) Includes assets under capital lease We recognized $16.1 million and $11.6 million of depreciation and depletion expense for the nine months ended September 30, 2015 and 2014 , respectively. Intangible Assets Other Than Goodwill Our intangible assets other than goodwill consisted of the following: Cost Accumulated Amortization Net ($ in thousands) September 30, 2015: Trade names $ 46 $ 23 $ 23 Customer relationships 43,922 19,773 24,149 Supply and transportation agreements 3,330 2,217 1,113 Non-compete agreement 1,550 888 662 Total $ 48,848 $ 22,901 $ 25,947 December 31, 2014: Trade names $ 46 $ 20 $ 26 Customer relationships 43,922 15,293 28,629 Supply and transportation agreements 3,330 1,769 1,561 Non-compete agreement 1,550 608 942 Total $ 48,848 $ 17,690 $ 31,158 We recognized $5.2 million and $6.3 million of amortization expense for the nine months ended September 30, 2015 and 2014 , respectively. Other Assets, Net Other assets, net consisted of the following: September 30, 2015 December 31, 2014 ($ in thousands) Prepaid lease assets, net of current portion* $ 10,654 $ 8,333 Other 1,372 591 Total $ 12,026 $ 8,924 * The cost to transport leased railcars from the manufacturer to our site for initial placement in service is capitalized and amortized over the term of the lease (typically five to seven years). This balance reflects the non-current portion of these capitalized costs. Accrued Liabilities Accrued liabilities consisted of the following: September 30, 2015 December 31, 2014 ($ in thousands) Sales, excise, property and income taxes $ 6,105 $ 5,002 Mining 2,945 951 Logistics 2,890 3,185 Deferred revenue 2,750 127 Current portion of business acquisition obligations 2,401 2,702 Salaries and other employee-related 1,852 4,048 Deferred compensation 1,812 1,341 Derivative contract liability 1,016 422 Accrued interest 681 407 Sand purchases and royalties 216 659 Current portion of contract termination 135 — Construction — 3,379 Other 2,387 2,188 Total $ 25,190 $ 24,411 Mining and Wet Sand Processing Agreement In April 2014, a five -year contract with a sand processor (“Processor”) became effective to support our sand business in Wisconsin. Under this contract, the Processor financed and built a wet wash processing plant near our Wisconsin operations. As part of the agreement, the Processor wet washes our sand, creates stockpiles of washed sand and maintains the plant and equipment. During the term of the agreement the Processor will own the wet plant along with the equipment and other temporary structures used to support this activity. At the end of the five -year term of the agreement or following a default under the contract by the Processor, we have the right to take ownership of the wet plant and other equipment without charge. Subject to certain conditions, ownership of the plant and equipment will transfer to us at the expiration of the term. We accounted for the wet plant as a capital lease obligation. The original capitalized lease asset and corresponding capital lease obligation totaled $3.3 million . Project Termination In 2014, we began development of sand processing facilities in Independence, Wisconsin. Due to a number of complications, such as an increase in projected operating costs and a decline in the market price and demand for frac sand in early 2015, we determined that this project was no longer economically viable. As of September 30, 2015 , we have recorded a $7.9 million charge to earnings for non-recoverable costs incurred for this project to-date, including items such as engineering, legal and other professional service fees, site preparation costs, and writedowns of assets to estimated net realizable value. We may adjust this estimate in the future as certain contingencies are resolved and a complete analysis of remaining assets is completed, but we do not expect any such adjustments to be significant. We expect to complete any necessary analysis of assets and record any significant adjustments by the end of 2015. Management committed to a plan to discontinue this project in April 2015. In accordance with FASB ASC 420, Exit or Disposal Cost Obligations, any contract termination charges and estimated values of continuing contractual obligations for which we will receive no future value will be recognized as a charge to earnings as of the contract termination date or cease-use date. We currently estimate these contract termination charges will be approximately $1.4 million , which were accrued in the three months ended June 30, 2015. These liabilities will be reviewed periodically and may be adjusted when necessary, but we do not expect any such adjustments to be significant. The following table illustrates the exit and disposal reserves related to the termination of the Independence, Wisconsin project included in Accrued liabilities and Other long-term liabilities in our Condensed Consolidated Balance Sheets: ($ in thousands) Balance at December 31, 2014 $ — Contract termination charges 1,352 Accretion 20 Payments — Balance at September 30, 2015 $ 1,372 Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, restricted cash and equivalents, accounts receivable, accounts payable and debt instruments. The carrying amounts of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable are representative of their fair values due to their short maturities. The carrying amounts of our revolving credit facility approximates fair value because the underlying instrument includes provisions that adjust our interest rates based on current market rates. Retirement Plan We sponsor a 401(k) plan for substantially all employees that provides for us to match 100% of participant contributions up to 5% of the participant’s pay. Additionally, we can make discretionary contributions as deemed appropriate by management. Our employer contributions to these plans totaled $0.6 million and $0.5 million for the nine months ended September 30, 2015 and 2014 , respectively. Seasonality For our Sand segment, winter weather affects the months during which we can wash and wet-process sand in Wisconsin. Seasonality is not a significant factor in determining our ability to supply sand to our customers because we accumulate a stockpile of wet sand feedstock during non-winter months. During the winter, we process the stockpiled sand to meet customer requirements. However, we sell sand for use in oil and natural gas production basins where severe weather conditions may curtail drilling activities. This is particularly true in drilling areas located in the northern U.S. and western Canada. If severe winter weather precludes drilling activities, our frac sand sales volume may be adversely affected. Generally, severe weather episodes affect production in the first quarter with effects possibly continuing into the second quarter. Generally, our Fuel segment does not experience dramatic seasonal shifts in quantities delivered to its customers. Concentration of Credit Risk We provide credit, in the normal course of business, to customers located throughout the United States and Canada. We perform ongoing credit evaluations of our customers and generally do not require collateral. In addition, we regularly evaluate our credit accounts for loss potential. Our largest customer balance represented 17% of our net accounts receivable balance as of September 30, 2015 . On December 31, 2014 , our two largest customers represented 24% and 15% of our net accounts receivable balance. No other customer balance exceeded 10% of the total net accounts receivable balance as of September 30, 2015 and December 31, 2014 . No customer represented 10% of total revenues for the nine months ended September 30, 2015 , while one customer represented 12% of revenues for the nine months ended September 30, 2014 . Interim Indicators of Impairment In accordance with our policies, we test goodwill for impairment annually during the fourth quarter as well as in interim periods when indicators of impairment exist. We also review our long-lived assets other than goodwill for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. We have determined that the downturn in the energy industry, a significant decline in our market capitalization and a declining profitability trend are indicators of possible impairment of goodwill as well as other long-lived assets as of September 30, 2015 . Goodwill The $29.3 million balance of goodwill at September 30, 2015 is related solely to our fuel reporting unit. Even though our Fuel segment experienced a loss in the third quarter of 2015, we do not believe that these unfavorable results constitute a long-term trend, but are temporary based on the current extreme volatility of refined fuel prices and a temporary sales constraint on our diesel which will be corrected in 2016 with the completion of certain processing equipment. We have begun the process of performing step one of the two-step goodwill impairment test for our annual assessment, but will complete this analysis in the fourth quarter. We do not currently believe that this analysis will indicate potential impairment and require the second step of the test. However, if an impairment is indicated upon completion of the test, it could have a material impact on our consolidated financial statements. Long-Lived Assets We believe the decrease in our common units’ market value is attributable primarily to our Sand segment’s decreasing profits and the frac sand industry’s downturn. Therefore, we have assessed the recoverability of long-lived assets for our Sand segment, and determined that the carrying values are recoverable from our forecasted cash flows as of September 30, 2015 . Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual periods beginning after December 15, 2017 with early adoption permitted on January 1, 2017 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the effect of adopting this new accounting guidance but do not expect adoption will have a material impact on our financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest , to modify the presentation of debt issuance costs. Under ASU 2015-03 debt issuance costs are required to be presented as a direct deduction of debt balances on the statement of financial position, similar to the presentation of debt discounts. ASU 2015-03 is effective for public companies for years beginning after December 15, 2015, and interim periods within those fiscal periods. For all other entities, ASU 2015-03 is effective for years beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for financial statements that have not already been issued. Additionally, the provisions should be applied on a retrospective basis as a change in accounting principle. We adopted ASU 2015-03 as of March 31, 2015. The adoption of this new accounting guidance resulted in a reclassification of deferred financing costs from “Other assets, net” to “Long-term debt, net of current portion” on our condensed consolidated balance sheets for the current and all prior periods. There was no impact on our results of operations or cash flows. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . Under this ASU, inventory will be measured at the lower of cost and net realizable value and options that currently exist for market value will be eliminated. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. We are evaluating the effect of adopting this new accounting guidance but do not expect adoption will have a material impact on our financial position, results of operations or cash flows.

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Following is a summary of our long-term debt: September 30, 2015 December 31, 2014 ($ in thousands) Revolving credit facility: Principal $ 277,364 $ 221,864 Deferred financing costs (4,424 ) (4,841 ) Other notes — 53 Total debt 272,940 217,076 Less current portion — 53 Long-term portion $ 272,940 $ 217,023 Revolving Credit Facility On May 14, 2013, we entered into a $150 million revolving credit and security agreement (as amended and restated, the “Credit Agreement”) among Emerge Energy Services LP, as parent guarantor, each of its subsidiaries, as borrowers (the “Borrowers”), and PNC Bank, National Association, as administrative agent and collateral agent. Substantially all of the assets of the Borrowers are pledged as collateral under the Credit Agreement. On December 10, 2013, we amended the Credit Agreement to revise certain definitions and to increase the commitment amount for our revolving loan credit facility to $200 million . On June 27, 2014, we amended and restated the Credit Agreement to: • increase our revolving credit facility (the “Credit Facility”) to $350 million , which we may increase from time to time upon our satisfaction of certain conditions by up to an aggregate of $150 million ; • revise the interest rates applicable to borrowings under the Credit Facility as follows (at our option); • a base rate (as defined in the Credit Agreement), which will be the base commercial lending rate of PNC Bank, as publicly announced to be in effect from time to time, plus an applicable margin ranging from 1.25% to 2% based on our total leverage ratio; or • LIBOR plus an applicable margin ranging from 2.25% to 3% based on our total leverage ratio; • increase the sublimit for the issuance of letters of credit to $30 million ; • revise financial covenants as discussed below; and • extend the maturity date to June 27, 2019. We also incur a commitment fee of 0.375% on committed amounts that are neither used for borrowings nor under letters of credit. The Credit Agreement contains various covenants and restrictive provisions and requires maintenance of financial covenants as follows: • an interest coverage ratio (as defined in the Credit Agreement) of not less than 3.00 to 1.00; and • a total leverage ratio (as defined in the Credit Agreement) of not greater than 3.00 to 1.00. On April 6, 2015, we entered into an amendment to the Credit Agreement that increased this leverage ratio to 3.50 to 1.00. On September 30, 2015 , our total leverage ratio exceeded the threshold of 3.50 to 1.00. We were in compliance with all other covenants at that time. We advised the lenders under the Credit Agreement when we became aware of the potential covenant breach, and on October 19, 2015, we entered into a limited waiver to the Credit Agreement whereby the lenders waived any default or right to exercise any remedy as a result of our failure to be in compliance with the leverage covenant for the fiscal quarter ended September 30, 2015. As consideration for the waiver, we agreed to not make any repurchases of or quarterly cash distributions on our common units prior to November 13, 2015 and to limit the aggregate amount of advances made under the Credit Agreement between October 19, 2015 and November 13, 2015 to no more than $25 million . On November 12, 2015, we entered into a second limited waiver to the Credit Agreement which extended the period of the waiver granted until November 20, 2015. On November 18, 2015, we, PNC Bank, National Association, as agent, and the lenders entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment, among other things, forgoes the application of the total leverage ratio and interest coverage ratio covenants until the earlier of June 30, 2018 or such time as our total leverage ratio is less than 3.50 to 1.00 as of the end of any two consecutive fiscal quarters (the “ratio compliance date”). Prior to the ratio compliance date, we will be subject to the following covenants and restrictions: • the $350 million total aggregate commitment under the Credit Agreement will be reduced in an amount equal to the net proceeds of any notes offerings we may make in the future; • we will be required to maintain at least $25 million of excess availability (as defined in the Credit Agreement) under the Credit Agreement; and • we will be required to generate consolidated EBITDA in certain minimum amounts beginning with the quarter ending December 31, 2015 and rolling forward thereafter. In addition, the Second Amendment increases the interest rates applicable to borrowings under the Credit Agreement to either, (at our option) (i) LIBOR plus 4.25% or (ii) the base rate plus 3.25% . The Second Amendment also provides for the following covenants and restrictions: • our subsidiaries will be restricted from making distributions to us (to permit us to make distributions to unitholders) if, after giving pro forma effect to such distribution, our total leverage ratio would be greater than or equal to 4.00 to 1.00 or the excess availability under the Credit Agreement would be less than the greater of $43.75 million or 12.5% of the total aggregate commitments; • we will be restricted from entering into certain substantial acquisition or merger agreements with third-party businesses or making certain other investments; • through March 31, 2019, our capital expenditures for growth and maintenance will be restricted and may not exceed certain amounts per quarter; The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference. At September 30, 2015 , we had undrawn availability under the Credit Facility totaling $63.3 million . At September 30, 2015 , our outstanding borrowings under the Credit Agreement bore interest at a weighted-average rate of 3.45% .

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Contractual Obligations The following table represents the remaining minimum contractual obligations as of September 30, 2015 . Railcar Leases (1) Other Operating Leases (2) Royalty Commitments (3) Purchase Commitments (4) ($ in thousands) Remainder of 2015 $ 13,526 $ 381 $ — $ 15,351 2016 60,236 1,599 230 23,214 2017 53,557 907 230 22,407 2018 56,470 567 230 23,352 2019 61,935 387 230 22,373 Thereafter 226,141 2,842 1,710 54,122 Total $ 471,865 $ 6,683 $ 2,630 160,819 Less amount representing interest (1,441 ) Total less interest $ 159,378 (1) Includes minimum amounts payable under various operating leases for railcars as well as estimated costs to transport leased railcars from the manufacturer to our site for initial placement in service. (2) Includes lease agreements for land, facilities and equipment. (3) Represents minimum royalty payments for various sand mining locations. The amounts paid will differ based on amounts extracted. (4) Includes minimum amounts payable under a business acquisition agreement, long-term rail transportation agreements, and other purchase commitments. Excise Tax Penalty In 2012, we received an IRS notice of a penalty totaling $340,000 due to failure to file terminal operator reports in electronic format. We filed these returns in paper format. Management protested the audit findings through IRS appeal channels. On May 29, 2015, IRS offered to reduce the penalty to $50,000 which we accepted and paid on June 9, 2015. Environmental Matter On November 21, 2013, the EPA issued a General Notice Letter and Information Request (“Notice”) under Section 104(e) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), to one of our subsidiaries operating within the Fuel segment. The Notice provides that the subsidiary may have incurred liability with respect to the Reef Environmental site in Alabama, and requested certain information in accordance with Section 107(a) of CERCLA. We timely responded to the Notice. At this time, no specific claim for cost recovery has been made by the EPA (or any other potentially responsible party) against us. There is uncertainty relating to our share of environmental remediation liability, if any, because our allocable share of wastewater is unknown and the total remediation cost is also unknown. Consequently, management is unable to estimate the possible loss or range of loss, if any. We have not recorded a loss contingency accrual as of September 30, 2015 or December 31, 2014 . In the opinion of management, the outcome of such matters will not have a material adverse effect on our financial position, liquidity or results of operations. Property Value Guarantees On September 17, 2015, we entered into an agreement to purchase certain properties and assume leases and other related agreements for future development of sand mining and processing facilities in Wisconsin. We expect to close this transaction in the fourth quarter of 2015, but do not plan to begin development for at least one year. Under a mining agreement with a local town, we have assumed contingent obligations to indemnify owners of approximately 145 properties for diminution of value associated with mine operations and limited moving expenses when each landowner decides to sell a property, even if no mine is yet in operation. As these contingent liabilities cannot be reasonably estimated, no liability has been recorded.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Related party transactions included in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations are summarized in the following table: Nine Months Ended September 30, 2015 2014 ($ in thousands) Wages and employee-related costs (1) $ 21,280 $ 19,627 General and administrative expense reimbursements (2) $ 280 $ 75 Lease expense $ 19 $ 19 Recovery of short swing profit $ 315 $ 11 September 30, 2015 December 31, 2014 ($ in thousands) Accounts receivable $ 475 $ 181 Accounts payable and accrued liabilities $ 1,285 $ 704 (1) We do not have any employees. Our general partner manages our human resource assets, including fringe benefits and other employee-related charges. We routinely and regularly reimburse our general partner for any employee-related costs paid on our behalf, and report such costs as operating expenses. (2) We reimbursed Insight Equity for certain general and administrative costs paid on our behalf. (3) Recovery of short swing profits under Section 16(b) under the Exchange Act.

EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
EQUITY-BASED COMPENSATION	EQUITY-BASED COMPENSATION 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 September 30, 2015 , the unpaid liability for distribution equivalent rights totaled $1.8 million . In 2015, we granted 25,442 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 performance 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 nine months ended September 30, 2015 . Total Phantom Restricted Fair Value per Unit Outstanding at December 31, 2014 605,664 602,836 2,828 $ 18.12 Granted 52,171 41,684 10,487 39.95 Vested (401,011 ) (397,941 ) (3,070 ) 17.50 Forfeitures (7,864 ) (5,815 ) (2,049 ) 93.21 Outstanding at September 30, 2015 248,960 240,764 8,196 $ 21.32 For the nine months ended September 30, 2015 and 2014 , we recorded non-cash equity-based compensation expense of $3.6 million and $6.7 million , respectively, in selling, general and administrative expenses. As of September 30, 2015 , the unrecognized compensation expense related to the grants discussed above amounted to $3.2 million to be recognized over a weighted average of 1.47 years.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES Provision for Income Taxes Our provision for income taxes relates to: (i) Texas margin taxes for the Partnership and for Emerge Energy Distributors Inc. (“Distributor”), (ii) federal and state income taxes for Distributor, and (iii) an insignificant amount of Canadian income taxes on SSS earnings in Canada (most of our earnings are exempted under a U.S/Canada tax treaty). For federal income tax purposes, we report our income, expenses, gains, and losses as a partnership not subject to income taxes. As such, each partner is responsible for his or her share of federal and state income tax. Net earnings for financial statement purposes may differ significantly from taxable income reportable to each partner because of differences between the tax basis and financial reporting basis of assets and liabilities. Distributor reports its income, expenses, gains, and losses as a corporation and is subject to both federal and state income taxes. The composition of our provision for income taxes follows: Nine Months Ended September 30, 2015 2014 ($ in thousands) Federal and state income tax expense for Distributor $ 215 $ 275 Texas margin tax 259 239 Canadian income tax 27 — Total provision for income taxes $ 501 $ 514 Effective Income Tax Rate Distributor began operations in May 2013. For the nine months ended September 30, 2015 , Distributor’s effective income tax rate was 35% . For Distributor, there were no significant differences between book and taxable income. We are responsible for our portion of the Texas margin tax that is included in our subsidiaries’ consolidated Texas franchise tax returns. For our operations in Texas, the effective margin tax rate is approximately 0.95% as defined by applicable state law. The margin tax qualifies as an income tax under GAAP, which requires us to recognize the impact of this tax on the temporary differences between the financial statement assets and liabilities and their tax basis attributable to such tax.

EARNINGS PER COMMON UNIT

EARNINGS PER COMMON UNIT	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
EARNINGS PER COMMON UNIT	EARNINGS PER COMMON UNIT We compute basic earnings per unit by dividing net income by the weighted-average number of common units outstanding including participating securities. Participating securities include unvested equity-based payment awards that contain non-forfeitable rights to distributions. Diluted earnings per unit is computed by dividing net income by the weighted-average number of common units outstanding, including participating securities, and increased further to include the number of common units that would have been outstanding had potential dilutive units been exercised. The dilutive effect of restricted units is reflected in diluted net income per unit by applying the treasury stock method. Under FASB ASC 260-10-45, Contingently Issuable Shares , 201,080 of our outstanding phantom units are not included in basic or diluted earnings per common unit calculations as of September 30, 2015 . We incurred a net loss for the three months ended September 30, 2015 , and therefore excluded all potentially dilutive restricted units from the diluted earnings per unit calculation for that period as their effect would have been anti-dilutive. Basic and diluted earnings per unit are computed as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 ($ in thousands, except per unit data) Net Income (loss) $ (11,898 ) $ 26,083 $ 477 $ 64,661 Basic earnings (loss) per unit: Weighted average common units outstanding 24,119,972 23,717,985 23,924,608 23,462,937 Weighted average phantom units deemed participating securities 39,684 397,941 215,164 591,810 Total 24,159,656 24,115,926 24,139,772 24,054,747 Earnings (loss) per common unit (basic) $ (0.49 ) $ 1.08 $ 0.02 $ 2.69 Diluted earnings (loss) per unit: Weighted average common units outstanding 24,119,972 23,717,985 23,924,608 23,462,937 Weighted average phantom units deemed participating securities 39,684 397,941 215,164 591,810 Weighted average potentially dilutive units outstanding — 2,673 2,425 5,801 Total 24,159,656 24,118,599 24,142,197 24,060,548 Earnings (loss) per common unit (diluted) $ (0.49 ) $ 1.08 $ 0.02 $ 2.69

SEGMENT INFORMATION AND GEOGRAP

SEGMENT INFORMATION AND GEOGRAPHICAL DATA	9 Months Ended
	Sep. 30, 2015
Segment Reporting [Abstract]
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	SEGMENT INFORMATION AND GEOGRAPHICAL DATA Segment Information We operate our business through two reportable business segments: • Sand - the production and sale of various grades of sand primarily used in the extraction of oil and natural gas and the production of numerous building products and foundry materials. • Fuel - the refining of transmix, distribution of finished fuel products, terminal and reclamation activities, and refining of biodiesel. Segments have been identified based on how management makes operating decisions, assesses performance and allocates resources. Certain items are reviewed by our management on a consolidated basis, and are therefore presented as corporate income rather than segment income: • general and administrative costs related to corporate overhead, such as headquarters facilities and personnel, as well as equity-based compensation; • non-operating items such as interest, other income and income taxes. Although not used by management in its performance monitoring activities, asset information is included in the following tables together with financial information concerning our reportable segments for the three and nine months ended September 30, 2015 and 2014 . Three Months Ended September 30, Sand Segment Fuel Segment Corporate Total 2015 2014 2015 2014 2015 2014 2015 2014 ($ in thousands) Revenues $ 60,654 $ 95,783 $ 115,666 $ 200,555 $ — $ — $ 176,320 $ 296,338 Cost of goods sold (excluding depreciation, depletion and amortization) 53,180 55,747 116,585 196,019 — — 169,765 251,766 Depreciation, depletion and amortization 4,888 3,396 2,633 3,017 9 8 7,530 6,421 Selling, general and administrative expenses 3,645 3,904 1,039 1,487 3,009 4,168 7,693 9,559 Project termination (68 ) — — — — — (68 ) — Operating income (loss) $ (991 ) $ 32,736 $ (4,591 ) $ 32 $ (3,018 ) $ (4,176 ) $ (8,600 ) $ 28,592 Nine Months Ended September 30, Sand Segment Fuel Segment Corporate Total 2015 2014 2015 2014 2015 2014 2015 2014 ($ in thousands) Revenues $ 225,016 $ 237,587 $ 356,117 $ 631,105 $ — $ — $ 581,133 $ 868,692 Cost of goods sold (excluding depreciation, depletion and amortization) 170,173 146,483 344,855 606,474 — — 515,028 752,957 Depreciation, depletion and amortization 13,395 8,842 7,906 9,039 24 21 21,325 17,902 Selling, general and administrative expenses 11,048 9,568 3,842 4,276 10,585 13,184 25,475 27,028 Project termination 9,344 — — — — — 9,344 — Operating income (loss) $ 21,056 $ 72,694 $ (486 ) $ 11,316 $ (10,609 ) $ (13,205 ) $ 9,961 $ 70,805 Total assets (at period end) $ 270,394 $ 255,825 $ 139,021 $ 160,076 $ 4,720 $ 5,952 $ 414,135 $ 421,853 Geographical Data Although we own no long-term assets outside the United States, our Sand segment began selling product in Canada during 2013. We recognized $33.2 million and $30.8 million of revenues in Canada for the nine months ended September 30, 2015 and 2014 , respectively. All other sales have occurred in the United States.

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	9 Months Ended
	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We follow FASB ASC 820, Fair Value Measurement , which defines fair value, establishes a framework for measuring fair value, and specifies disclosures about fair value measurements. This guidance establishes a hierarchy for disclosure of the inputs to valuations used to measure fair value. The hierarchy prioritizes the inputs into three broad levels as follows. • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. • Level 3 inputs are measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources. Our valuation models consider various inputs including (a) mark to market valuations, (b) time value and, (c) credit worthiness of valuation of the underlying measurement. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. The following table shows the three interest rate swap agreements we entered into during 2013 to manage interest rate risk associated with our variable rate borrowings. Agreement Date Effective Date Maturity Date Notional Amount Fixed Rate Variable Rate Nov. 1, 2013 Oct. 14, 2014 Oct. 16, 2017 $25,000,000 1.33200% 1 Month LIBOR Nov. 7, 2013 Oct. 14, 2014 Oct. 16, 2017 $25,000,000 1.25500% 1 Month LIBOR Nov. 21, 2013 Oct. 14, 2014 Oct. 16, 2017 $20,000,000 1.21875% 1 Month LIBOR Our Fuel segment utilizes financial hedging arrangements whereby we hedge a portion of our gasoline and diesel inventory, which reduces our commodity price exposure on some of our activities. The derivative commodity instruments we utilize consist mainly of futures traded on the New York Mercantile Exchange. As of September 30, 2015 and December 31, 2014 , we had 82 and 0 open commodity derivative contracts, respectively, to manage fuel price risk. We do not designate our derivative instruments as hedges under GAAP. As a result, we recognize derivatives at fair value on the consolidated balance sheet with resulting gains and losses reflected in interest expense (for interest rate swap agreements) and cost of goods sold (for derivative commodity instruments), as reported in the condensed consolidated statements of operations. Our derivative instruments serve the same risk management purpose whether designated as a hedge or not. We derive fair values principally from published market interest rates and fuel price quotes (Level 2 inputs). The precise level of open position commodity derivatives is dependent on inventory levels, expected inventory purchase patterns and market price trends. We do not use derivative financial instruments for trading or speculative purposes. The fair values of outstanding derivative instruments and their classifications within our Condensed Consolidated Balance Sheets are summarized as follows: September 30, 2015 December 31, 2014 Classification ($ in thousands) Derivative assets: Commodity derivative contracts $ 58 $ — Prepaid expenses and other current assets Derivative liabilities: Interest rate swaps $ 942 $ 422 Accrued liabilities Commodity derivative contracts $ 74 $ — Accrued liabilities The effect of derivative instruments, none of which has been designated for hedge accounting, on our Condensed Consolidated Statements of Operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Classification (expense $ in thousands) Interest rate swaps $ 419 $ (246 ) $ 1,100 $ 387 Interest expense, net Commodity derivative contracts (972 ) (714 ) 181 (310 ) Cost of goods sold $ (553 ) $ (960 ) $ 1,281 $ 77

SUPPLEMENTAL CASH FLOW DISCLOSU

SUPPLEMENTAL CASH FLOW DISCLOSURES	9 Months Ended
	Sep. 30, 2015
Supplemental Cash Flow Information [Abstract]
SUPPLEMENTAL CASH FLOW DISCLOSURES	SUPPLEMENTAL CASH FLOW DISCLOSURES The following supplemental disclosures may assist in the understanding of our Condensed Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2015 2014 ($ in thousands) Cash paid for interest $ 7,388 $ 4,174 Cash paid for income taxes, net of refunds $ 1,014 $ 413 Deferred compensation expense $ — $ 182 Distribution equivalent rights accrued, net of payments $ 618 $ 555 Capitalized reclamation costs $ 113 $ 420 Purchases of PP&E accrued but not paid at period-end $ 376 $ 1,641 Purchases of PP&E accrued in a prior period and paid in the current period $ 5,238 $ 3,789

ORGANIZATION AND BASIS OF PRE18

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with our 2014 Annual Report on Form 10-K/A. These financial statements include the accounts of all of our subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Reclassifications	Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These reclassifications do not impact net income and do not reflect a material change in the information previously presented in our Condensed Consolidated Statements of Operations.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual periods beginning after December 15, 2017 with early adoption permitted on January 1, 2017 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the effect of adopting this new accounting guidance but do not expect adoption will have a material impact on our financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest , to modify the presentation of debt issuance costs. Under ASU 2015-03 debt issuance costs are required to be presented as a direct deduction of debt balances on the statement of financial position, similar to the presentation of debt discounts. ASU 2015-03 is effective for public companies for years beginning after December 15, 2015, and interim periods within those fiscal periods. For all other entities, ASU 2015-03 is effective for years beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for financial statements that have not already been issued. Additionally, the provisions should be applied on a retrospective basis as a change in accounting principle. We adopted ASU 2015-03 as of March 31, 2015. The adoption of this new accounting guidance resulted in a reclassification of deferred financing costs from “Other assets, net” to “Long-term debt, net of current portion” on our condensed consolidated balance sheets for the current and all prior periods. There was no impact on our results of operations or cash flows. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . Under this ASU, inventory will be measured at the lower of cost and net realizable value and options that currently exist for market value will be eliminated. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. We are evaluating the effect of adopting this new accounting guidance but do not expect adoption will have a material impact on our financial position, results of operations or cash flows.

ORGANIZATION AND BASIS OF PRE19

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	9 Months Ended
	Sep. 30, 2015
Midwest Frac and Sands LLC
Business Acquisition [Line Items]
Schedule of reconciliation of fair values of the assets acquired and liabilities assumed related to the acquiree's purchase price	Following is a reconciliation of the total consideration to the assets acquired and liabilities assumed as of the acquisition date ($ in thousands): Consideration: Cash deposit $ 11,000 Present value of purchase obligation 11,226 Present value of contingent consideration 853 Loss on settlement of pre-existing agreements (689 ) Total consideration $ 22,390 Assets acquired: Mineral reserves $ 19,381 Other property, plant and equipment 4,403 Non-compete agreement 100 Total assets acquired 23,884 Less liabilities assumed: Governmental highway improvement obligation 1,128 Asset retirement obligation 227 Accounts payable 139 Net assets acquired $ 22,390

OTHER FINANCIAL DATA (Tables)

OTHER FINANCIAL DATA (Tables)	9 Months Ended
	Sep. 30, 2015
Other Financial Data Disclosure [Abstract]
Schedule of inventories	Inventories consisted of the following: September 30, 2015 December 31, 2014 ($ in thousands) Sand work in process $ 17,807 $ 14,413 Sand finished goods 12,628 7,582 Refined fuels 6,820 8,031 Fuel raw materials and supplies 1,950 2,157 Sand raw materials and supplies 93 95 Total $ 39,298 $ 32,278
Schedule of property, plant and equipment	Property, plant and equipment consisted of the following: September 30, 2015 December 31, 2014 ($ in thousands) Machinery and equipment (1) $ 151,548 $ 146,951 Buildings and improvements (1) 55,680 51,027 Land and improvements (1) 40,169 37,461 Mineral reserves 30,181 30,181 Construction in progress 22,644 24,172 Capitalized reclamation costs 2,445 2,332 Total cost 302,667 292,124 Accumulated depreciation and depletion 69,578 53,467 Net property, plant and equipment $ 233,089 $ 238,657 (1) Includes assets under capital lease
Schedule of intangible assets other than goodwill	Our intangible assets other than goodwill consisted of the following: Cost Accumulated Amortization Net ($ in thousands) September 30, 2015: Trade names $ 46 $ 23 $ 23 Customer relationships 43,922 19,773 24,149 Supply and transportation agreements 3,330 2,217 1,113 Non-compete agreement 1,550 888 662 Total $ 48,848 $ 22,901 $ 25,947 December 31, 2014: Trade names $ 46 $ 20 $ 26 Customer relationships 43,922 15,293 28,629 Supply and transportation agreements 3,330 1,769 1,561 Non-compete agreement 1,550 608 942 Total $ 48,848 $ 17,690 $ 31,158
Schedule of other assets, net	Other assets, net consisted of the following: September 30, 2015 December 31, 2014 ($ in thousands) Prepaid lease assets, net of current portion* $ 10,654 $ 8,333 Other 1,372 591 Total $ 12,026 $ 8,924 * The cost to transport leased railcars from the manufacturer to our site for initial placement in service is capitalized and amortized over the term of the lease (typically five to seven years). This balance reflects the non-current portion of these capitalized costs.
Schedule of accrued liabilities	Accrued liabilities consisted of the following: September 30, 2015 December 31, 2014 ($ in thousands) Sales, excise, property and income taxes $ 6,105 $ 5,002 Mining 2,945 951 Logistics 2,890 3,185 Deferred revenue 2,750 127 Current portion of business acquisition obligations 2,401 2,702 Salaries and other employee-related 1,852 4,048 Deferred compensation 1,812 1,341 Derivative contract liability 1,016 422 Accrued interest 681 407 Sand purchases and royalties 216 659 Current portion of contract termination 135 — Construction — 3,379 Other 2,387 2,188 Total $ 25,190 $ 24,411
Contract termination liabilities	The following table illustrates the exit and disposal reserves related to the termination of the Independence, Wisconsin project included in Accrued liabilities and Other long-term liabilities in our Condensed Consolidated Balance Sheets: ($ in thousands) Balance at December 31, 2014 $ — Contract termination charges 1,352 Accretion 20 Payments — Balance at September 30, 2015 $ 1,372

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Schedule of long-term debt	Following is a summary of our long-term debt: September 30, 2015 December 31, 2014 ($ in thousands) Revolving credit facility: Principal $ 277,364 $ 221,864 Deferred financing costs (4,424 ) (4,841 ) Other notes — 53 Total debt 272,940 217,076 Less current portion — 53 Long-term portion $ 272,940 $ 217,023

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Schedule of minimum contractual obligations	The following table represents the remaining minimum contractual obligations as of September 30, 2015 . Railcar Leases (1) Other Operating Leases (2) Royalty Commitments (3) Purchase Commitments (4) ($ in thousands) Remainder of 2015 $ 13,526 $ 381 $ — $ 15,351 2016 60,236 1,599 230 23,214 2017 53,557 907 230 22,407 2018 56,470 567 230 23,352 2019 61,935 387 230 22,373 Thereafter 226,141 2,842 1,710 54,122 Total $ 471,865 $ 6,683 $ 2,630 160,819 Less amount representing interest (1,441 ) Total less interest $ 159,378 (1) Includes minimum amounts payable under various operating leases for railcars as well as estimated costs to transport leased railcars from the manufacturer to our site for initial placement in service. (2) Includes lease agreements for land, facilities and equipment. (3) Represents minimum royalty payments for various sand mining locations. The amounts paid will differ based on amounts extracted. (4) Includes minimum amounts payable under a business acquisition agreement, long-term rail transportation agreements, and other purchase commitments.

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Schedule of related party transactions included in Consolidated Balance Sheets and Consolidated Statements of Operations	Related party transactions included in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations are summarized in the following table: Nine Months Ended September 30, 2015 2014 ($ in thousands) Wages and employee-related costs (1) $ 21,280 $ 19,627 General and administrative expense reimbursements (2) $ 280 $ 75 Lease expense $ 19 $ 19 Recovery of short swing profit $ 315 $ 11 September 30, 2015 December 31, 2014 ($ in thousands) Accounts receivable $ 475 $ 181 Accounts payable and accrued liabilities $ 1,285 $ 704 (1) We do not have any employees. Our general partner manages our human resource assets, including fringe benefits and other employee-related charges. We routinely and regularly reimburse our general partner for any employee-related costs paid on our behalf, and report such costs as operating expenses. (2) We reimbursed Insight Equity for certain general and administrative costs paid on our behalf.

EQUITY-BASED COMPENSATION (Tabl

EQUITY-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of awards granted during the period	The following table summarizes awards granted during the nine months ended September 30, 2015 . Total Phantom Restricted Fair Value per Unit Outstanding at December 31, 2014 605,664 602,836 2,828 $ 18.12 Granted 52,171 41,684 10,487 39.95 Vested (401,011 ) (397,941 ) (3,070 ) 17.50 Forfeitures (7,864 ) (5,815 ) (2,049 ) 93.21 Outstanding at September 30, 2015 248,960 240,764 8,196 $ 21.32

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Schedule of composition of provision for income taxes	The composition of our provision for income taxes follows: Nine Months Ended September 30, 2015 2014 ($ in thousands) Federal and state income tax expense for Distributor $ 215 $ 275 Texas margin tax 259 239 Canadian income tax 27 — Total provision for income taxes $ 501 $ 514

EARNINGS PER COMMON UNIT (Table

EARNINGS PER COMMON UNIT (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Schedule of computation of basic and diluted earnings per unit	Basic and diluted earnings per unit are computed as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 ($ in thousands, except per unit data) Net Income (loss) $ (11,898 ) $ 26,083 $ 477 $ 64,661 Basic earnings (loss) per unit: Weighted average common units outstanding 24,119,972 23,717,985 23,924,608 23,462,937 Weighted average phantom units deemed participating securities 39,684 397,941 215,164 591,810 Total 24,159,656 24,115,926 24,139,772 24,054,747 Earnings (loss) per common unit (basic) $ (0.49 ) $ 1.08 $ 0.02 $ 2.69 Diluted earnings (loss) per unit: Weighted average common units outstanding 24,119,972 23,717,985 23,924,608 23,462,937 Weighted average phantom units deemed participating securities 39,684 397,941 215,164 591,810 Weighted average potentially dilutive units outstanding — 2,673 2,425 5,801 Total 24,159,656 24,118,599 24,142,197 24,060,548 Earnings (loss) per common unit (diluted) $ (0.49 ) $ 1.08 $ 0.02 $ 2.69

SEGMENT INFORMATION AND GEOGR27

SEGMENT INFORMATION AND GEOGRAPHICAL DATA (Tables)	9 Months Ended
	Sep. 30, 2015
Segment Reporting [Abstract]
Schedule of financial information concerning the entity's reportable segments	Although not used by management in its performance monitoring activities, asset information is included in the following tables together with financial information concerning our reportable segments for the three and nine months ended September 30, 2015 and 2014 . Three Months Ended September 30, Sand Segment Fuel Segment Corporate Total 2015 2014 2015 2014 2015 2014 2015 2014 ($ in thousands) Revenues $ 60,654 $ 95,783 $ 115,666 $ 200,555 $ — $ — $ 176,320 $ 296,338 Cost of goods sold (excluding depreciation, depletion and amortization) 53,180 55,747 116,585 196,019 — — 169,765 251,766 Depreciation, depletion and amortization 4,888 3,396 2,633 3,017 9 8 7,530 6,421 Selling, general and administrative expenses 3,645 3,904 1,039 1,487 3,009 4,168 7,693 9,559 Project termination (68 ) — — — — — (68 ) — Operating income (loss) $ (991 ) $ 32,736 $ (4,591 ) $ 32 $ (3,018 ) $ (4,176 ) $ (8,600 ) $ 28,592 Nine Months Ended September 30, Sand Segment Fuel Segment Corporate Total 2015 2014 2015 2014 2015 2014 2015 2014 ($ in thousands) Revenues $ 225,016 $ 237,587 $ 356,117 $ 631,105 $ — $ — $ 581,133 $ 868,692 Cost of goods sold (excluding depreciation, depletion and amortization) 170,173 146,483 344,855 606,474 — — 515,028 752,957 Depreciation, depletion and amortization 13,395 8,842 7,906 9,039 24 21 21,325 17,902 Selling, general and administrative expenses 11,048 9,568 3,842 4,276 10,585 13,184 25,475 27,028 Project termination 9,344 — — — — — 9,344 — Operating income (loss) $ 21,056 $ 72,694 $ (486 ) $ 11,316 $ (10,609 ) $ (13,205 ) $ 9,961 $ 70,805 Total assets (at period end) $ 270,394 $ 255,825 $ 139,021 $ 160,076 $ 4,720 $ 5,952 $ 414,135 $ 421,853

DERIVATIVE INSTRUMENTS AND HE28

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	9 Months Ended
	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of interest rate swap agreements entered during the period	The following table shows the three interest rate swap agreements we entered into during 2013 to manage interest rate risk associated with our variable rate borrowings. Agreement Date Effective Date Maturity Date Notional Amount Fixed Rate Variable Rate Nov. 1, 2013 Oct. 14, 2014 Oct. 16, 2017 $25,000,000 1.33200% 1 Month LIBOR Nov. 7, 2013 Oct. 14, 2014 Oct. 16, 2017 $25,000,000 1.25500% 1 Month LIBOR Nov. 21, 2013 Oct. 14, 2014 Oct. 16, 2017 $20,000,000 1.21875% 1 Month LIBOR
Schedule of fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets	The fair values of outstanding derivative instruments and their classifications within our Condensed Consolidated Balance Sheets are summarized as follows: September 30, 2015 December 31, 2014 Classification ($ in thousands) Derivative assets: Commodity derivative contracts $ 58 $ — Prepaid expenses and other current assets Derivative liabilities: Interest rate swaps $ 942 $ 422 Accrued liabilities Commodity derivative contracts $ 74 $ — Accrued liabilities
Schedule of effect of derivative instruments on Condensed Consolidated Statements of Operations	The effect of derivative instruments, none of which has been designated for hedge accounting, on our Condensed Consolidated Statements of Operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Classification (expense $ in thousands) Interest rate swaps $ 419 $ (246 ) $ 1,100 $ 387 Interest expense, net Commodity derivative contracts (972 ) (714 ) 181 (310 ) Cost of goods sold $ (553 ) $ (960 ) $ 1,281 $ 77

SUPPLEMENTAL CASH FLOW DISCLO29

SUPPLEMENTAL CASH FLOW DISCLOSURES (Tables)	9 Months Ended
	Sep. 30, 2015
Supplemental Cash Flow Information [Abstract]
Schedule of supplemental disclosures of Consolidated Statements of Cash Flows	The following supplemental disclosures may assist in the understanding of our Condensed Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2015 2014 ($ in thousands) Cash paid for interest $ 7,388 $ 4,174 Cash paid for income taxes, net of refunds $ 1,014 $ 413 Deferred compensation expense $ — $ 182 Distribution equivalent rights accrued, net of payments $ 618 $ 555 Capitalized reclamation costs $ 113 $ 420 Purchases of PP&E accrued but not paid at period-end $ 376 $ 1,641 Purchases of PP&E accrued in a prior period and paid in the current period $ 5,238 $ 3,789

ORGANIZATION AND BASIS OF PRE30

ORGANIZATION AND BASIS OF PRESENTATION - Secondary Offering (Details) - $ / shares	Jul. 18, 2014	Jun. 25, 2014	Sep. 30, 2015	Jun. 20, 2014
Secondary public offering
Organization and Basis of Presentation
Units offered in the Secondary offering				3,515,388
Unit price offered in the Secondary offering				$ 109.06
Unit price, net of underwriting discounts and commissions, offered in the Secondary Offering				$ 105.2429
Units offered to Underwriters, Period of time to purchase		30 days
Over-Allotment Option of Secondary Public Offering
Organization and Basis of Presentation
Options exercised by underwriters	165,635
Maximum | Over-Allotment Option of Secondary Public Offering
Organization and Basis of Presentation
Units offered to underwriters, number of common units for purchase		527,307
Insight Equity
Organization and Basis of Presentation
Percentage of ownership after secondary offering			35.00%

ORGANIZATION AND BASIS OF PRE31

ORGANIZATION AND BASIS OF PRESENTATION - Acquisitions (Details) T in Thousands, $ in Thousands	Jul. 25, 2014USD ($)T	Jun. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)
Consideration:
Loss on settlement of pre-existing agreements			$ 0	$ (689)
Midwest Frac and Sands LLC
Consideration:
Cash deposit	$ 11,000	$ 11,000
Present value of purchase obligation	11,226
Present value of contingent consideration	853
Loss on settlement of pre-existing agreements	(689)
Total consideration	22,390
Assets acquired:
Mineral reserves	19,381
Property, plant and equipment	4,403
Intangible assets	100
Total assets acquired	23,884
Less liabilities assumed:
Governmental highway improvement obligation	1,128
Asset retirement obligation	227
Accounts payable	139
Net assets acquired	22,390
Agreed cash purchase price	24,000
Liabilities incurred related to acquisition	$ 13,000
Estimated production capacity per year related to acquisition (in tons) | T	850
Transaction costs	$ 100
Midwest Frac and Sands LLC | Minimum
Less liabilities assumed:
Liabilities incurred, estimated payment per year	$ 2,000
Payment period of entire acquisition obligation	7 years
Midwest Frac and Sands LLC | Maximum
Less liabilities assumed:
Payment period of entire acquisition obligation	8 years

OTHER FINANCIAL DATA - Allowanc

OTHER FINANCIAL DATA - Allowance for Doubtful Accounts and Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Allowance for Doubtful Accounts
Allowance for doubtful accounts	$ 1,000	$ 400
Inventories
Inventories	39,298	32,278
Fuel Segment
Inventories
Refined fuels	6,820	8,031
Raw materials and supplies	1,950	2,157
Sand Segment
Inventories
Sand work in process	17,807	14,413
Sand finished goods	12,628	7,582
Raw materials and supplies	$ 93	$ 95

OTHER FINANCIAL DATA - Property

OTHER FINANCIAL DATA - Property, Plant and Equipment (Details) - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Property, plant and equipment
Total cost		$ 302,667		$ 292,124
Accumulated depreciation and depletion		69,578		53,467
Net property, plant and equipment		233,089		238,657
Depreciation and depletion expense		16,100	$ 11,600
Machinery and equipment
Property, plant and equipment
Total cost	[1]	151,548		146,951
Buildings and improvements
Property, plant and equipment
Total cost	[1]	55,680		51,027
Land and improvements
Property, plant and equipment
Total cost	[1]	40,169		37,461
Mineral reserves
Property, plant and equipment
Total cost		30,181		30,181
Construction in progress
Property, plant and equipment
Total cost		22,644		24,172
Capitalized reclamation costs
Property, plant and equipment
Total cost		$ 2,445		$ 2,332
[1]	Includes assets under capital lease

OTHER FINANCIAL DATA - Intangib

OTHER FINANCIAL DATA - Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Intangible Assets Other Than Goodwill
Cost	$ 48,848		$ 48,848
Accumulated Amortization	22,901		17,690
Net	25,947		31,158
Amortization expense	5,200	$ 6,300
Trade names
Intangible Assets Other Than Goodwill
Cost	46		46
Accumulated Amortization	23		20
Net	23		26
Customer relationships
Intangible Assets Other Than Goodwill
Cost	43,922		43,922
Accumulated Amortization	19,773		15,293
Net	24,149		28,629
Supply and transportation agreements
Intangible Assets Other Than Goodwill
Cost	3,330		3,330
Accumulated Amortization	2,217		1,769
Net	1,113		1,561
Non-compete agreement
Intangible Assets Other Than Goodwill
Cost	1,550		1,550
Accumulated Amortization	888		608
Net	$ 662		$ 942

OTHER FINANCIAL DATA - Other As

OTHER FINANCIAL DATA - Other Assets, Net (Details) - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2015	Dec. 31, 2014
Other Financial Data Disclosure [Abstract]
Prepaid lease assets, net of current portion	[1]	$ 10,654	$ 8,333
Other		1,372	591
Total		12,026	8,924
Schedule of Other Assets [Line Items]
Goodwill		$ 29,264	$ 29,264
Minimum
Schedule of Other Assets [Line Items]
Capitalized transportation costs, amortization period		5 years
Maximum
Schedule of Other Assets [Line Items]
Capitalized transportation costs, amortization period		7 years
[1]	The cost to transport leased railcars from the manufacturer to our site for initial placement in service is capitalized and amortized over the term of the lease (typically five to seven years). This balance reflects the non-current portion of these capitalized costs.

OTHER FINANCIAL DATA - Accrued

OTHER FINANCIAL DATA - Accrued Liabilities and Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Apr. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Accrued liabilities
Sales, excise, property and income taxes		$ 6,105		$ 5,002
Mining related liabilities, current		2,945		951
Logistics		2,890		3,185
Deferred revenue		2,750		127
Current portion of business acquisition obligations		2,401		2,702
Salaries and other employee-related		1,852		4,048
Deferred compensation		1,812		1,341
Derivative contract liability		1,016		422
Accrued interest		681		407
Sand purchases and royalties		216		659
Current portion of contract termination		135		0
Construction		0		3,379
Other		2,387		2,188
Total		25,190		$ 24,411
Mining and wet sand processing agreement [Abstract]
Purchase commitment, period of contract	5 years
Capital leased assets and corresponding capital lease obligation		$ 3,300
Retirement plan
Percentage of employers matching contribution for participants' contributions		100.00%
Employer contributions		$ 600	$ 500
Maximum
Retirement plan
Percentage of employers matching contribution for participants' pay (up to 5%)		5.00%

OTHER FINANCIAL DATA - Concentr

OTHER FINANCIAL DATA - Concentration of Credit Risk (Details) - Customer concentration risk - Customer	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Net accounts receivable balance
Concentration of Credit Risk
Number of top customers	1		2
Net accounts receivable balance | Largest customer
Concentration of Credit Risk
Concentration of risk percentage	17.00%		24.00%
Net accounts receivable balance | Second largest customer
Concentration of Credit Risk
Concentration of risk percentage			15.00%
Revenues
Concentration of Credit Risk
Number of top customers	0	1
Revenues | Largest customer
Concentration of Credit Risk
Concentration of risk percentage	10.00%	12.00%

OTHER FINANCIAL DATA - Project

OTHER FINANCIAL DATA - Project Termination Costs (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Other Financial Data Disclosure [Abstract]
Non-recoverable costs incurred excluding contract termination charges		$ 7,900
Loss on Contract Termination	$ 1,400
Schedule of contract termination liabilities [Roll Forward]
Balance at December 31, 2014		0
Contract termination charges		1,352
Accretion		20
Payments		0
Balance at September 30, 2015	$ 1,372	$ 1,372

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details)	Nov. 18, 2015USD ($)	Apr. 06, 2015	Jun. 27, 2014USD ($)	Sep. 30, 2015USD ($)	Oct. 19, 2015USD ($)	Dec. 31, 2014USD ($)	Dec. 10, 2013USD ($)	May. 14, 2013USD ($)
Long-term debt
Total debt				$ 272,940,000		$ 217,076,000
Less current portion				0		53,000
Long-term portion				272,940,000		217,023,000
Revolving credit facility
Long-term debt
Principal				277,364,000		221,864,000
Deferred financing costs				(4,424,000)		(4,841,000)
Other disclosures
Maximum borrowing capacity							$ 200,000,000
Other notes
Long-term debt
Other notes				$ 0		$ 53,000
New Credit Facility | Partnership
Other disclosures
Maximum borrowing capacity								$ 150,000,000
Amended and Restated Credit Statement on June 27, 2014
Other disclosures
Maximum borrowing capacity			$ 350,000,000
Increase of borrowing capacity			$ 150,000,000
Minimum fixed charge coverage ratio			3
Maximum total leverage ratio		3.50	3
Weighted-average interest rate (as a percent)				3.45%
Amended and Restated Credit Statement on June 27, 2014 | Partnership
Other disclosures
Amount available under the facility				$ 63,300,000
Amended and Restated Credit Statement on June 27, 2014 | Base commercial lending rate | Partnership
Other disclosures
Variable rate basis				base rate
Amended and Restated Credit Statement on June 27, 2014 | Base commercial lending rate | Partnership | Minimum
Other disclosures
Basis points (as a percent)			1.25%
Amended and Restated Credit Statement on June 27, 2014 | Base commercial lending rate | Partnership | Maximum
Other disclosures
Basis points (as a percent)			2.00%
Amended and Restated Credit Statement on June 27, 2014 | LIBOR | Partnership
Other disclosures
Variable rate basis				LIBOR
Amended and Restated Credit Statement on June 27, 2014 | LIBOR | Partnership | Minimum
Other disclosures
Basis points (as a percent)			2.25%
Amended and Restated Credit Statement on June 27, 2014 | LIBOR | Partnership | Maximum
Other disclosures
Basis points (as a percent)			3.00%
Letters of credit
Other disclosures
Commitment fee (as a percent)				0.375%
Letters of credit | Partnership
Other disclosures
Maximum borrowing capacity			$ 30,000,000
Limited Waiver | Revolving credit facility | Subsequent Event
Other disclosures
Aggregate amount of advances (no more than $25 million)					$ 25,000,000
Second Amendment | Revolving credit facility | Subsequent Event
Other disclosures
Maximum total leverage ratio	4
Aggregate amount of advances (no more than $25 million)	$ 25,000,000
Amount of excess availability under the Credit Agreement	$ 43,750,000
Maximum revolving advance amount (in percent)	12.50%
Second Amendment | Revolving credit facility | Subsequent Event | Base commercial lending rate
Other disclosures
Basis points (as a percent)	3.25%
Second Amendment | Revolving credit facility | Subsequent Event | LIBOR
Other disclosures
Basis points (as a percent)	4.25%

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Contractual Obligations (Details) $ in Thousands	Sep. 30, 2015USD ($)
Railcar Leases
Remainder of 2015	$ 13,526	[1]
2,016	60,236	[1]
2,017	53,557	[1]
2,018	56,470	[1]
2,019	61,935	[1]
Thereafter	226,141	[1]
Total Railcar Leases	471,865	[1]
Other Operating Leases
Remainder of 2015	381	[2]
2,016	1,599	[2]
2,017	907	[2]
2,018	567	[2]
2,019	387	[2]
Thereafter	2,842	[2]
Total Other Operating Leases	6,683	[2]
Royalty Commitments
Remainder of 2015	0	[3]
2,016	230	[3]
2,017	230	[3]
2,018	230	[3]
2,019	230	[3]
Thereafter	1,710	[3]
Total Royalty Commitments	2,630	[3]
Purchase Commitments
Remainder of 2015	15,351	[4]
2,016	23,214	[4]
2,017	22,407	[4]
2,018	23,352	[4]
2,019	22,373	[4]
Thereafter	54,122	[4]
Total	160,819	[4]
Purchase Commitments: Less amount representing interest	(1,441)	[4]
Purchase Commitments: Total less interest	$ 159,378	[4]
[1]	Includes minimum amounts payable under various operating leases for railcars as well as estimated costs to transport leased railcars from the manufacturer to our site for initial placement in service.
[2]	Includes lease agreements for land, facilities and equipment.
[3]	Represents minimum royalty payments for various sand mining locations. The amounts paid will differ based on amounts extracted.
[4]	Includes minimum amounts payable under a business acquisition agreement, long-term rail transportation agreements, and other purchase commitments.

COMMITMENTS AND CONTINGENCIES41

COMMITMENTS AND CONTINGENCIES - Internal revenue service (IRS) (Details) - USD ($) $ in Thousands	May. 29, 2015	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Income Tax Examination, Penalties Expense	$ 50	$ 340

COMMITMENTS AND CONTINGENCIES42

COMMITMENTS AND CONTINGENCIES - Other (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Environmental matter liability	$ 0	$ 0
Number of properties	$ 145

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014		Dec. 31, 2014
Related Party Transactions [Abstract]
Wages and employee-related costs	[1]	$ 21,280	$ 19,627
General and administrative expense reimbursements		280	75	[2]
Lease expense		19	19
Recovery of short swing profit		315	$ 11
Accounts receivable		475			$ 181
Accounts payable and accrued liabilities		$ 1,285			$ 704
[1]	We do not have any employees. Our general partner manages our human resource assets, including fringe benefits and other employee-related charges. We routinely and regularly reimburse our general partner for any employee-related costs paid on our behalf, and report such costs as operating expenses.
[2]	We reimbursed Insight Equity for certain general and administrative costs paid on our behalf.

EQUITY-BASED COMPENSATION (Deta

EQUITY-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands	May. 14, 2013	Jul. 31, 2014	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2013
Fair Value per Unit at Award Date
Non-cash equity-based compensation recorded in selling, general and administrative expenses (in dollars)				$ 3,595	$ 6,726
Unrecognized compensation expense			$ 3,200	$ 3,200
Weighted average period during which compensation expense will be recognized				1 year 5 months 18 days
LTIP
Equity-based compensation
Number of common units authorized for issuance (in units)	2,321,968
Number of common units granted during period (in units)				52,171
Total Units
Outstanding at December 31, 2014 (in units)				605,664
Granted (in units)				52,171
Vested (in units)				(401,011)
Forfeiture (in units)				(7,864)
Outstanding at September 30, 2015 (in units)			248,960	248,960
Fair Value per Unit at Award Date
Outstanding at December 31, 2014 (in dollars per unit)				$ 18.12
Granted (in dollars per unit)				39.95
Vested (in dollars per unit)				17.50
Forfeitures (in dollars per unit)				93.21
Outstanding at September 30, 2015 (in dollars per unit)			$ 21.32	$ 21.32
LTIP | Phantom Units
Equity-based compensation
Number of common units granted during period (in units)				41,684
Vesting period			1 year
Total Units
Outstanding at December 31, 2014 (in units)				602,836
Granted (in units)				41,684
Vested (in units)		(90,686)		(397,941)
Forfeiture (in units)				(5,815)
Outstanding at September 30, 2015 (in units)			240,764	240,764
LTIP | Phantom Units | Units vesting in one year
Equity-based compensation
Units vested (as a percent)	50.00%
Vesting period	1 year
LTIP | Phantom Units | Units vesting in two years
Equity-based compensation
Units vested (as a percent)	50.00%
LTIP | Phantom Units | Half vesting when the per unit closing price increases
Equity-based compensation
Units vested (as a percent)				50.00%
LTIP | Phantom Units | Half vesting when per unit closing price doubles
Equity-based compensation
Units vested (as a percent)				50.00%
LTIP | Phantom Units | Chief Executive Officer
Equity-based compensation
Number of common units granted during period (in units)	530,588
Total Units
Granted (in units)	530,588
LTIP | Phantom Units | Sand Officer
Equity-based compensation
Number of common units granted during period (in units)	265,294
Total Units
Granted (in units)	265,294
LTIP | Phantom Units | Other employees
Equity-based compensation
Vesting period						43 months
LTIP | Phantom Units | Consultant
Equity-based compensation
Period within which distributions are payable following the date on which the award vests			45 days
Unpaid liability for distribution equivalent rights			$ 1,800	$ 1,800
LTIP | Phantom Units | Officers and certain employees
Equity-based compensation
Number of common units granted during period (in units)				25,442
Total Units
Granted (in units)				25,442
LTIP | Phantom Units | Officer
Equity-based compensation
Number of common units granted during period (in units)				16,242
Total Units
Granted (in units)				16,242
LTIP | Restricted Units
Equity-based compensation
Number of common units granted during period (in units)				10,487
Total Units
Outstanding at December 31, 2014 (in units)				2,828
Granted (in units)				10,487
Vested (in units)				(3,070)
Forfeiture (in units)				(2,049)
Outstanding at September 30, 2015 (in units)			8,196	8,196
Vesting period | LTIP | Phantom Units | Other employees
Equity-based compensation
Vesting period				36 months
Vesting period | LTIP | Phantom Units | Officers and certain employees
Equity-based compensation
Vesting period				3 years
Vesting period | LTIP | Phantom Units | Officer | Half vesting when the per unit closing price increases
Equity-based compensation
Per-Unit closing price, percentage increase				25.00%
Vesting period | LTIP | Phantom Units | Other employees
Equity-based compensation
Vesting period				48 months
Vesting period | LTIP | Phantom Units | Officers and certain employees
Equity-based compensation
Vesting period				4 years
Vesting period | LTIP | Phantom Units | Officer | Half vesting when the per unit closing price increases
Equity-based compensation
Per-Unit closing price, percentage increase				50.00%

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Composition of provision for income taxes
Federal and state income tax expense for Distributor			$ 215	$ 275
Texas margin tax			259	239
Canadian income tax			27	0
Total provision for income taxes	$ 32	$ 255	$ 501	$ 514
Effective income tax rate (as a percent)			35.00%
Effective margin tax rate (as a percent)			0.95%

EARNINGS PER COMMON UNIT (Detai

EARNINGS PER COMMON UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Basic earnings per unit:
Net income (loss)		$ (11,898)	$ 26,083	$ 477	$ 64,661
Basic earnings (loss) per unit:
Weighted average common units outstanding (in units)		24,119,972	23,717,985	23,924,608	23,462,937
Weighted average phantom units deemed participating securities (in units)		39,684	397,941	215,164	591,810
Total (in units)		24,159,656	24,115,926	24,139,772	24,054,747
Earnings (loss) per common unit (basic) (in dollars per unit)	[1]	$ (0.49)	$ 1.08	$ 0.02	$ 2.69
Diluted earnings (loss) per unit:
Weighted average common units outstanding (in units)		24,119,972	23,717,985	23,924,608	23,462,937
Weighted average phantom units deemed participating securities (in units)		39,684	397,941	215,164	591,810
Weighted average potentially dilutive units outstanding (in units)		0	2,673	2,425	5,801
Total (in units)	[1]	24,159,656	24,118,599	24,142,197	24,060,548
Earnings (loss) per common unit (diluted) (in dollars per unit)	[1]	$ (0.49)	$ 1.08	$ 0.02	$ 2.69
Phantom Units
Earnings per common unit
Outstanding phantom units excluded from computation of earnings per common unit (in units)				201,080
[1]	See Note 8.

SEGMENT INFORMATION AND GEOGR47

SEGMENT INFORMATION AND GEOGRAPHICAL DATA - Segments (Details) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015USD ($)Segment	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Segment Reporting [Abstract]
Number of reportable segments | Segment		2
Statements of Operations Data:
Revenues	[1]	$ 176,320	$ 296,338	$ 581,133	$ 868,692
Cost of goods sold (excluding depreciation, depletion and amortization)	[1]	169,765	251,766	515,028	752,957
Depreciation, depletion and amortization		7,530	6,421	21,325	17,902
Selling, general and administrative expenses		7,693	9,559	25,475	27,028
Project termination		(68)	0	9,344	0
Operating income (loss)		(8,600)	28,592	9,961	70,805
Total assets (at period end)		414,135	421,853	414,135	421,853	$ 432,127
Operating segments | Sand Segment
Statements of Operations Data:
Revenues	[1]	60,654	95,783	225,016	237,587
Cost of goods sold (excluding depreciation, depletion and amortization)	[1]	53,180	55,747	170,173	146,483
Depreciation, depletion and amortization		4,888	3,396	13,395	8,842
Selling, general and administrative expenses		3,645	3,904	11,048	9,568
Project termination		(68)	0	9,344	0
Operating income (loss)		(991)	32,736	21,056	72,694
Total assets (at period end)		270,394	255,825	270,394	255,825
Operating segments | Fuel Segment
Statements of Operations Data:
Revenues	[1]	115,666	200,555	356,117	631,105
Cost of goods sold (excluding depreciation, depletion and amortization)	[1]	116,585	196,019	344,855	606,474
Depreciation, depletion and amortization		2,633	3,017	7,906	9,039
Selling, general and administrative expenses		1,039	1,487	3,842	4,276
Project termination		0	0	0	0
Operating income (loss)		(4,591)	32	(486)	11,316
Total assets (at period end)		139,021	160,076	139,021	160,076
Corporate Segment
Statements of Operations Data:
Revenues	[1]	0	0	0	0
Cost of goods sold (excluding depreciation, depletion and amortization)	[1]	0	0	0	0
Depreciation, depletion and amortization		9	8	24	21
Selling, general and administrative expenses		3,009	4,168	10,585	13,184
Project termination		0	0	0	0
Operating income (loss)		(3,018)	(4,176)	(10,609)	(13,205)
Total assets (at period end)		$ 4,720	$ 5,952	$ 4,720	$ 5,952
[1]	Fuel revenues and cost of goods sold include excise taxes and similar taxes of $14,264 thousand and $13,688 thousand for the Three months ended September 30, 2015 and 2014 and $38,579 thousand and $38,885 thousand for the Nine months ended September 30, 2015 and 2014.

SEGMENT INFORMATION AND GEOGR48

SEGMENT INFORMATION AND GEOGRAPHICAL DATA - Geographical (Details) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Geographical data
Revenues	[1]	$ 176,320,000	$ 296,338,000	$ 581,133,000	$ 868,692,000
Outside the United States
Geographical data
Long-term assets		$ 0		0
Canada
Geographical data
Revenues				$ 33,200,000	$ 30,800,000
[1]	Fuel revenues and cost of goods sold include excise taxes and similar taxes of $14,264 thousand and $13,688 thousand for the Three months ended September 30, 2015 and 2014 and $38,579 thousand and $38,885 thousand for the Nine months ended September 30, 2015 and 2014.

DERIVATIVE INSTRUMENTS AND HE49

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Narrative (Details) - Non designated	Sep. 30, 2015Instrument	Dec. 31, 2014Instrument	Nov. 21, 2013USD ($)	Nov. 07, 2013USD ($)	Nov. 01, 2013USD ($)
Interest rate swaps
Derivative instruments
Number of instruments held	3
Notional Amount | $			$ 20,000,000	$ 25,000,000	$ 25,000,000
Fixed Rate (as a percent)			1.21875%	1.255%	1.332%
Commodity derivative contracts
Derivative instruments
Number of instruments held	82	0

DERIVATIVE INSTRUMENTS AND HE50

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Balance Sheet Classifications (Details) - Non designated - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Interest rate swaps | Accrued liabilities
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets
Derivative liabilities	$ 942	$ 422
Commodity derivative contracts | Prepaid expenses and other current assets
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets
Derivative assets	58	0
Commodity derivative contracts | Accrued liabilities
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets
Derivative liabilities	$ 74	$ 0

DERIVATIVE INSTRUMENTS AND HE51

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Effect on Statement of Operations (Details) - Non designated - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Gain or loss on derivative instruments
Loss or gain on derivatives	$ (553)	$ (960)	$ 1,281	$ 77
Interest rate swaps | Interest expense, net
Gain or loss on derivative instruments
Loss or gain on derivatives	419	(246)	1,100	387
Commodity derivative contracts | Cost of goods sold
Gain or loss on derivative instruments
Loss or gain on derivatives	$ (972)	$ (714)	$ 181	$ (310)

SUPPLEMENTAL CASH FLOW DISCLO52

SUPPLEMENTAL CASH FLOW DISCLOSURES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 7,388	$ 4,174
Cash paid for income taxes, net of refunds	1,014	413
Deferred compensation expense	0	182
Distribution equivalent rights accrued, net of payments	618	555
Capitalized reclamation costs	113	420
Purchases of PP&E accrued but not paid at period-end	376	1,641
Purchases of PP&E accrued in a prior period and paid in the current period	$ 5,238	$ 3,789