Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jan. 15, 2015 |
Entity Registrant Name | CONE Midstream Partners LP | ||
Entity Central Index Key | 1610418 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $565.50 | ||
Common Units | |||
Entity Common Stock, Shares Outstanding | 29,163,121 | ||
Subordinated Units | |||
Entity Common Stock, Shares Outstanding | 29,163,121 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenue | ||||||
Gathering Revenue - Related Party: | $130,087 | $65,626 | $42,597 | |||
Other Income | 85 | 0 | 0 | |||
Total Revenue | 130,172 | 65,626 | 42,597 | |||
Expenses | ||||||
Operating Expense — Third Party | 27,371 | 13,175 | 8,806 | |||
Operating Expense — Related Party | 24,072 | 16,669 | 8,977 | |||
General and Administrative Expense — Third Party | 1,846 | 219 | 363 | |||
General and Administrative Expense — Related Party | 4,726 | 1,614 | 1,069 | |||
Depreciation Expense | 7,330 | 5,825 | 3,438 | |||
Total Expense | 65,345 | 37,502 | 22,653 | |||
Net Income | 64,827 | 28,124 | 19,944 | |||
Less: Net Income Attributable to Noncontrolling Interest | 7,858 | 0 | 0 | |||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP | 56,969 | 28,124 | 19,944 | |||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP | 15,378 | [1] | 28,124 | [1] | 19,944 | [1] |
Less: General Partner Interest in Net Income | 308 | |||||
Limited Partner Interest in Net Income | $15,070 | |||||
Net Income per Limited Partner Unit - Basic | $0.26 | |||||
Net Income per Limited Partner Unit - Diluted | $0.26 | |||||
Limited Partner Units Outstanding - Basic | 58,326 | |||||
Limited Partner Unit Outstanding - Diluted | 58,326 | |||||
[1] | Reflective of general and limited partner interest in net income since closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash | $3,252 | $5,976 |
Receivables — Related Party | 58,749 | 15,172 |
Prepaid Expenses | 1,280 | 0 |
Other Current Assets | 164 | 0 |
Total Current Assets | 63,445 | 21,148 |
Property and Equipment: | ||
Property and Equipment | 639,735 | 398,010 |
Less — Accumulated Depreciation | 16,989 | 9,894 |
Property and Equipment — Net | 622,746 | 388,116 |
Other Non-Current Assets | 613 | 0 |
TOTAL ASSETS | 686,804 | 409,264 |
Current Liabilities: | ||
Accounts Payable | 70,635 | 38,756 |
Accounts Payable — Related Party | 2,106 | 2,434 |
Total Current Liabilities | 72,741 | 41,190 |
Other Liabilities: | ||
MLP Revolver | 31,300 | 0 |
Total Liabilities | 104,041 | 41,190 |
Partners' Capital and Parent Net Investment: | ||
Parent Net Investment | 368,074 | |
Capital Attributable to CONE Midstream Partners LP and Parent Net Investment | 293,555 | |
Noncontrolling Interest | 289,208 | |
Total Partners' Capital and Parent Net Investment | 582,763 | |
TOTAL LIABILITIES, PARTNERS' CAPITAL AND PARENT NET INVESTMENT | 686,804 | 409,264 |
Common Units | ||
Partners' Capital and Parent Net Investment: | ||
Limited partners' capital | 389,612 | |
Subordinated Units | ||
Partners' Capital and Parent Net Investment: | ||
Limited partners' capital | -92,285 | |
General Partner | ||
Partners' Capital and Parent Net Investment: | ||
General Partners' Capital Account | ($3,772) |
Balance_Sheets_Balance_Sheet_P
Balance Sheets Balance Sheet Parenthetical | Dec. 31, 2014 |
Common Units | |
Common units issued | 29,163,121 |
Common units outstanding | 29,163,121 |
Subordinated Units | |
Common units issued | 29,163,121 |
Common units outstanding | 29,163,121 |
Statement_of_Partners_Capital
Statement of Partners' Capital (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2014 | Sep. 29, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Parent Net Investment | $368,074 | |||||
Net Income Attributable | 23,236 | [1] | 41,591 | |||
Net Income (Loss): | 23,027 | 64,827 | 28,124 | |||
Investment by Partners | 138,626 | 95,000 | ||||
Distribution of Assets to CONE Gathering LLC | -34,033 | |||||
Contribution of Net Assets to CONE Midstream Partners LP | -514,258 | |||||
Partners' Capital, contributions | 40,235 | [2] | ||||
Issuance of Common Units to Public, Net of Offering Costs | 413,005 | |||||
Distribution of Proceeds | -407,971 | |||||
Partners' Capital | 582,763 | 582,763 | ||||
Noncontrolling Interest | ||||||
Net Income Attributable | 7,858 | [1] | ||||
Partners' Capital, contributions | 253,115 | 28,235 | [2] | |||
Partners' Capital | 289,208 | 289,208 | ||||
Limited Partner | Parent Company | Common Units | ||||||
Net Income Attributable | 7,535 | [1] | ||||
Partners' Capital, contributions | 59,915 | 2,760 | ||||
Issuance of Common Units to Public, Net of Offering Costs | 413,005 | |||||
Distribution of Proceeds | -93,603 | |||||
Partners' Capital | 389,612 | 389,612 | ||||
Limited Partner | Parent Company | Subordinated Units | ||||||
Net Income Attributable | 7,535 | [1] | ||||
Partners' Capital, contributions | 193,329 | 8,880 | [2] | |||
Distribution of Proceeds | -302,029 | |||||
Partners' Capital | -92,285 | -92,285 | ||||
General Partner | Parent Company | ||||||
Net Income Attributable | 308 | [1] | ||||
Partners' Capital, contributions | 7,899 | 360 | [2] | |||
Distribution of Proceeds | -12,339 | |||||
Partners' Capital | ($3,772) | ($3,772) | ||||
[1] | Reflective of net income since the closing of the IPO. See Note 1 — Description of Business, Initial Public Offering and Basis of Presentation. | |||||
[2] | Investment includes an outstanding cash call as of December 31, 2014. See Note 9 — Supplemental Cash Flow Information. |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flows from Operating Activities: | |||
Net Income | $64,827 | $28,124 | $19,944 |
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: | |||
Depreciation | 7,330 | 5,825 | 3,438 |
Gain on Disposition of Equipment | -85 | 0 | 0 |
Changes in Operating Assets: | |||
Receivables — Related Party | -9,029 | -5,654 | -6,028 |
Other Current Assets | -1,280 | 50 | -50 |
Changes in Operating Liabilities: | |||
Accounts Payable | 23,806 | 5,760 | 16,743 |
Accounts Payable — Related Party | -875 | 409 | -8,440 |
Net Cash Provided by Operating Activities | 84,694 | 34,514 | 25,607 |
Cash Flows from Investing Activities: | |||
Capital Expenditures | -269,686 | -130,924 | -121,173 |
Proceeds on Sale of Equipment | 85 | 0 | 0 |
Net Cash Used in Investing Activities | -269,601 | -130,924 | -121,173 |
Cash Flows from Financing Activities: | |||
Partners' Investments | 146,626 | 95,000 | 81,800 |
Proceeds from Issuance of Common Units, Net of Offering Costs | 413,005 | 0 | 0 |
Distribution of Proceeds | -407,971 | 0 | 0 |
Payment of Revolver Fees | -777 | 0 | 0 |
Proceeds from Revolver | 31,300 | 0 | 0 |
Net Cash Provided by Financing Activities | 182,183 | 95,000 | 81,800 |
Net Decrease in Cash and Cash Equivalents | -2,724 | -1,410 | -13,766 |
Cash and Cash Equivalents at Beginning of Period | 5,976 | 7,386 | 21,152 |
Cash and Cash Equivalents at End of Period | $3,252 | $5,976 | $7,386 |
Description_of_Business_Initia
Description of Business, Initial Public Offering and Basis of Presentation | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business, Initial Public Offering and Basis of Presentation | DESCRIPTION OF BUSINESS, INITIAL PUBLIC OFFERING AND BASIS OF PRESENTATION | |
Description of Business: | ||
CONE Midstream Partners LP (the “Partnership”) is a master limited partnership formed in May 2014 by CONSOL Energy Inc. (NYSE: CNX) (“CONSOL”) and Noble Energy, Inc. (NYSE: NBL) (“Noble Energy”), whom we refer to collectively as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors’ production in the Marcellus Shale in Pennsylvania and West Virginia. Our initial assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. | ||
In order to effectively manage our business we have divided our current midstream assets among three separate categories that we refer to as our “Anchor Systems,” “Growth Systems” and “Additional Systems” based on their relative current cash flows, growth profiles, capital expenditure requirements and the timing of their development. | ||
• | Our Anchor Systems include our midstream systems that generate the substantial majority of our current cash flows and that we expect to drive our growth over the near term as we increase average throughput on these systems from our Sponsors’ growing production. | |
• | Our Growth Systems include our high-growth, developing gathering systems that will require substantial expansion capital expenditures over the next several years, the substantial majority of which will be funded by our Sponsors in proportion to their retained ownership interest. | |
• | Our Additional Systems include several gathering systems primarily located in the wet gas regions of our Sponsors dedicated acreage that we expect will generate stable cash flows and require lower levels of expansion capital investment over the next several years. | |
On September 30, 2014, the Partnership closed its initial public offering (“IPO”) of common units representing limited partner interests. The Partnership's general partner is CONE Midstream GP LLC, a wholly owned subsidiary of CONE Gathering LLC (“CONE Gathering”). CONE Gathering, a Delaware limited liability company, is a joint venture formed by our Sponsors in September 2011. CONE Gathering represents the predecessor for accounting purposes (the “Predecessor”) of CONE Midstream Partners LP. References in these consolidated financial statements to the “Company,” “our partnership,” “we,” “our,” “us” or like terms, when used for periods prior to the IPO, refer to CONE Gathering. References in these consolidated financial statements to the “Company,” “our partnership,” “we,” “our,” “us” or like terms, when used for periods beginning at or following the IPO, refer collectively to the Partnership and its consolidated subsidiaries. For periods prior to the IPO, the accompanying consolidated financial statements and related notes include the assets, liabilities and results of operations of CONE Gathering. | ||
In order to maintain operational flexibility, our operations are conducted through, and our operating assets are owned by, our operating subsidiaries. However, neither we nor our operating subsidiaries have any employees. Our general partner has the sole responsibility for providing the personnel necessary to conduct our operations, whether through directly hiring employees or by obtaining the services of personnel employed by our Sponsors or others. All of the personnel that conduct our business are employed or contracted by our general partner and its affiliates, including our Sponsors, but we sometimes refer to these individuals as our employees because they provide services directly to us. | ||
Initial Public Offering: | ||
On September 30, 2014, the Partnership closed its IPO of 20,125,000 common units at a price to the public of $22.00 per unit, which included 2,625,000 common units issued pursuant to the underwriters' exercise in full of their over-allotment option. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “CNNX.” | ||
Concurrent with the closing of the IPO, CONE Gathering contributed to the Partnership a 75% controlling interest in the Anchor Systems, a 5% controlling interest in the Growth Systems and a 5% controlling interest in the Additional Systems. In exchange for CONE Gathering's contribution of assets and liabilities to the Partnership, CONE Gathering received: | ||
• | through its ownership of our general partner, a continuation of a 2% general partner interest in the partnership; | |
• | 9,038,121 common units and 29,163,121 subordinated units, representing an aggregate 64.2% limited partner interest in the Partnership (the common and subordinated units were subsequently distributed to the Sponsors); | |
• | through its ownership of our general partner, all of the Partnerships' incentive distribution rights (“IDRs”); and | |
• | an aggregate cash distribution of $407,971. | |
Basis of Presentation: | ||
The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). To conform to these accounting principles, management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable under the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, changes in facts and circumstances or discovery of new facts or circumstances may result in revised estimates and actual results may differ from these estimates. Effects on the Partnership’s business, financial position and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES | ||||||||
A summary of the significant accounting policies is included below. These, together with the other notes to the consolidated financial statements, are an integral part of the consolidated financial statements. | |||||||||
Under the Jumpstart Our Business Startups Act (“JOBS Act”), for as long as the Partnership remains an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from the SEC's reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to provide an auditor’s attestation report on management’s assessment of the effectiveness of its system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and seeking unitholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. | |||||||||
The Partnership will remain an emerging growth company for up to five years, although we will lose that status sooner if: | |||||||||
• | we have more than $1,000,000 of revenues in a fiscal year; | ||||||||
• | the limited partner interests held by non-affiliates have a market value of more than $700,000; or | ||||||||
• | we issue more than $1,000,000 of non-convertible debt over a three-year period. | ||||||||
The JOBS Act also provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Partnership has irrevocably elected to “opt out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. | |||||||||
Principles of Consolidation: | |||||||||
The consolidated financial statements include the accounts of CONE Midstream Partners LP and all of its subsidiaries. Transactions between the Partnership and its Sponsors have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 4. | |||||||||
Use of Estimates: | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and various disclosures. Actual results could differ from those estimates. | |||||||||
Cash: | |||||||||
Cash includes cash on hand and on deposit at banking institutions. | |||||||||
Accounts Receivable: | |||||||||
Accounts receivable are recorded at the invoiced amount and do not bear interest. We reserve for specific accounts receivable when it is probable that all or a part of an outstanding balance will not be collected, such as customer bankruptcies. Collectability is determined based on terms of sale, credit status of customers and various other circumstances. We regularly review collectability and establish or adjust the allowance as necessary using the specific identification method. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There were no reserves for uncollectible amounts in the periods presented. | |||||||||
Property and Equipment: | |||||||||
Property and equipment is recorded at cost upon acquisition. Expenditures which extend the useful lives of existing property and equipment are capitalized. | |||||||||
When properties are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized as gain or loss. There were no retirements or disposals during the periods presented. | |||||||||
The Partnership evaluates whether long-lived assets have been impaired and determines if the carrying amount of its assets may not be recoverable. For such long-lived assets, impairment exists when the carrying amount of an asset exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount of the long-lived asset is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset’s carrying amount over its estimated fair value, such that the asset’s carrying amount is adjusted to its estimated fair value with an offsetting charge to operating expense. | |||||||||
Fair value represents the estimated price between market participants to sell an asset in the principal or most advantageous market for the asset, based on assumptions a market participant would make. When warranted, management assesses the fair value of long-lived assets using commonly accepted techniques and may use more than one source in making such assessments. Sources used to determine fair value include, but are not limited to, recent third-party comparable sales, internally developed discounted cash flow analyses and analyses from outside advisors. Significant changes, such as the condition of an asset or management’s intent to utilize the asset generally require management to reassess the cash flows related to long-lived assets. No impairments were identified during the periods presented. | |||||||||
Depreciation of property and equipment is calculated on the straight-line method over their estimated useful lives or lease terms. | |||||||||
Variable Interest Entities: | |||||||||
The Anchor, Growth and Additional Limited Partnerships are variable interest entities and are consolidated by CONE Midstream Partners LP through its ownership of CONE Midstream Operating Company LLC. CONE Midstream Operating Company LLC, through its general partner ownership interest in each of the Anchor, Growth and Additional Limited Partnerships, has the power to direct all substantive strategic and day-to-day operational decisions of the Limited Partnerships. CONE Midstream Operating Company LLC is considered to be the primary beneficiary for accounting purposes. | |||||||||
Revenue Recognition: | |||||||||
Revenues are recognized for the transportation of natural gas and other hydrocarbons based on the delivery of actual volumes transported at a contracted throughput rate. Operating fees received are recorded in gathering revenue — related party in the period the service is performed. | |||||||||
Environmental Matters: | |||||||||
We are subject to various federal, state and local laws and regulations relating to the protection of the environment. We have established procedures for the ongoing evaluation of our operations, to identify potential environmental exposures and to comply with regulatory policies and procedures, including legislation related to greenhouse gas emissions. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated. At this time, we are unable to assess the timing and/or effect of potential liabilities related to greenhouse gas emissions or other environmental issues. We had no material environmental matters that required specific disclosure or requiring the recognition of a liability. | |||||||||
Asset Retirement Obligation: | |||||||||
We perform an ongoing analysis of asset removal and site restoration costs that we may be required to perform under law or contract once an asset has been permanently taken out of service. We have property and equipment at locations that we own and at sites leased or under right of way agreements. We are under no contractual obligation to remove the assets at locations we own. In evaluating our asset retirement obligation, we review lease agreements, right of way agreements, easements and permits to determine which agreements, if any, require an asset removal and restoration obligation. Determination of the amounts to be recognized is based upon numerous estimates and assumptions, including expected settlement dates, future retirement costs, future inflation rates and the credit-adjusted-risk-free interest rates. We operate and maintain our midstream systems and intend to do so as long as supply and demand for natural gas exists, which we expect for the foreseeable future. Therefore, we believe that we cannot reasonably estimate the asset retirement obligations for our midstream system assets as these assets have indeterminate lives. | |||||||||
Income Taxes: | |||||||||
Our operations as a limited partnership, and our Predecessor, a limited liability company, are treated as partnerships for federal and state income tax purposes, with each partner being separately taxed on its share of the taxable income. Accordingly, no provision for federal or state income taxes has been recorded. | |||||||||
Net Income per Limited Partners Unit: | |||||||||
We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income to our limited partners, our general partner and the holders of our IDRs in accordance with the terms of our partnership agreement. We also allocate any earnings in excess of distributions to our limited partners, our general partner and the holders of the IDRs in accordance with the terms of our partnership agreement. We allocate any distributions in excess of earnings for the period to our general partner and our limited partners based on their respective proportionate ownership interests in us, after taking into account distributions to be paid with respect to the IDRs, as set forth in our partnership agreement. | |||||||||
Earnings per limited partner unit data is presented only for the period since the Partnership’s IPO on September 30, 2014. See “Note 1 — Description of Business, Initial Public Offering and Basis of Presentation” for further discussion of the IPO. Our partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ended December 31, 2014, the Partnership distribute all of its available cash (described below) to unitholders of record on the applicable record date. | |||||||||
Cash Distributions: | |||||||||
Our partnership agreement requires that we distribute all of our available cash quarterly. This requirement forms the basis of our cash distribution policy and reflects a basic judgment that our unitholders will be better served by distributing our available cash rather than retaining it because, among other reasons, we believe we will generally finance any expansion capital expenditures from external financing sources. Under our current cash distribution policy, we intend to make a minimum quarterly distribution to the holders of our common units and subordinated units of $0.2125 per unit, or $0.85 per unit on an annualized basis, to the extent we have sufficient available cash after the establishment of cash reserves and the payment of costs and expenses, including the payment of expenses to our general partner. However, other than the requirement in our partnership agreement to distribute all of our available cash each quarter, we have no legal obligation to make quarterly cash distributions in this or any other amount, and the board of directors of our general partner has considerable discretion to determine the amount of our available cash each quarter. In addition, the board of directors of our general partner may change our cash distribution policy at any time, subject to the requirement in our partnership agreement to distribute all of our available cash quarterly. | |||||||||
Generally, our available cash is the sum of (i) all cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves and (ii) if the board of directors of our general partner so determines, all or any portion of additional cash on hand resulting from working capital borrowings made after the end of the quarter. | |||||||||
The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our general partner based on the specified target distribution levels. The amounts set forth under “Marginal percentage interest in distributions” are the percentage interests of our general partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit Target Amount.” The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. | |||||||||
The percentage interests set forth below for our general partner include its 2% general partner interest and assume that our general partner has contributed any additional capital necessary to maintain its 2% general partner interest, our general partner has not transferred its incentive distribution rights and that there are no arrearages on common units. | |||||||||
Marginal Percentage Interest in | |||||||||
Distributions | |||||||||
Distribution Targets | Total Quarterly Distribution | Unitholders | General Partner | ||||||
Per Unit Target Amount | |||||||||
Minimum Quarterly Distribution | $0.21 | 98% | 2% | ||||||
First Target Distribution | Above $0.2125 | up to $0.24438 | 98% | 2% | |||||
Second Target Distribution | Above $0.24438 | up to $0.26563 | 85% | 15% | |||||
Third Target Distribution | Above $0.26563 | up to $0.31875 | 75% | 25% | |||||
Thereafter | Above $0.31875 | 50% | 50% | ||||||
Subordinated Units: | |||||||||
Our partnership agreement provides that, during the subordination period, the common unitholders will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2125 per unit, which amount is defined in our partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that, during the subordination period, there will be available cash to be distributed on the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution requirements, as defined in the partnership agreement, have been met. The earliest date at which the subordination period may end is September 30, 2015. | |||||||||
Incentive Distribution Rights: | |||||||||
All of the IDRs are currently held by CONE Midstream GP LLC, our general partner. Incentive distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. Our general partner may transfer the IDRs separately from its general partner interest. | |||||||||
The following discussion assumes that our general partner maintains its 2% general partner interest and that our general partner continues to own the IDRs. | |||||||||
If for any quarter: | |||||||||
• | we have distributed available cash from operating surplus to the common unitholders and subordinated unitholders in an amount equal to the minimum quarterly distribution; and | ||||||||
• | we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution; | ||||||||
then, we will distribute any additional available cash from operating surplus for that quarter among the unitholders and our general partner in the following manner: | |||||||||
• | first, 98% to all unitholders, pro rata, and 2% to our general partner, until each unitholder receives a total of $0.24438 per unit for that quarter (the “first target distribution”); | ||||||||
• | second, 85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives a total of $0.26563 per unit for that quarter (the “second target distribution”); | ||||||||
• | third, 75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives a total of $0.31875 per unit for that quarter (the “third target distribution”); and | ||||||||
• | thereafter, 50% to all unitholders, pro rata, and 50% to our general partner. | ||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board issued Update 2014-09 - Revenue from Contracts with Customers (Topic 606). The objective of the amendments in this update is to improve financial reporting by creating common revenue recognition guidance for accounting principles generally accepted in the United States (U.S. GAAP) and International Financial Reporting Standards (IFRS). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity 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. An entity should disclose sufficient information, both qualitative and quantitative, to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the method of adoption and impact that this new guidance will have on our financial statements. |
Net_Income_per_Limited_Partner
Net Income per Limited Partner and General Partner Interest | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Earnings Per Share [Abstract] | |||||
Net Income per Limited Partner and General Partner Interest | NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST | ||||
The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated partner units (in thousands, except per unit information): | |||||
December 31, | |||||
2014 | |||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP (1) | $ | 15,378 | |||
Less: General Partner Interest in Net Income | 308 | ||||
Limited Partner Interest in Net Income | $ | 15,070 | |||
Net Income Allocable to Common Units | $ | 7,535 | |||
Net Income Allocable to Subordinated Units | 7,535 | ||||
Limited Partner Interest in Net Income | $ | 15,070 | |||
Weighted Average Limited Partner Units Outstanding — Basic | |||||
Common Units | 29,163 | ||||
Subordinated Units | 29,163 | ||||
Total | 58,326 | ||||
Weighted Average Limited Partner Units Outstanding — Diluted | |||||
Common Units | 29,163 | ||||
Subordinated Units | 29,163 | ||||
Total | 58,326 | ||||
Net Income Per Limited Partner Unit — Basic and Diluted | |||||
Common Units | $ | 0.26 | |||
Subordinated Units | $ | 0.26 | |||
-1 | Reflective of general and limited partner interest in net income since closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation |
Related_Party
Related Party | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party | RELATED PARTY | |
In the ordinary course of business, the Partnership has transactions with related parties. Related parties during each of the periods presented included CONSOL and certain of its subsidiaries and Noble Energy. | ||
We provide natural gas gathering and compression services to CONSOL and Noble Energy resulting in affiliate transactions. | ||
Transactions with related parties, other than certain transactions with CONSOL related to administrative services, were conducted on terms which management believes are comparable to those with unrelated parties. We believe that these costs would not have been materially different had they been calculated on a stand-alone basis. | ||
Charges for services from CONSOL included in operating expenses - related party were $11,755, $9,938, and $3,915 for the years ended December 31, 2014, 2013, and 2012, respectively. There were no similar charges from Noble Energy. | ||
General and administrative expenses — related party were $4,726, $1,614, and $1,069 for the years ended December 31, 2014, 2013, and 2012, respectively. | ||
Purchases of supply inventory from CONSOL were $3,928, $4,316, and $3,150 for the years ended December 31, 2014, 2013, and 2012, respectively and were included in operating expenses — related party. There were no similar charges from Noble Energy. | ||
Omnibus Agreement | ||
Concurrent with closing the IPO, we entered into an omnibus agreement with CONSOL, Noble Energy, CONE Gathering and our general partner that addresses the following matters: | ||
• | our payment of an annual administrative support fee, initially in the amount of $0.6 million (prorated for the first year of service), for the provision of certain services by CONSOL and its affiliates; | |
• | our payment of an annual administrative support fee, initially in the amount of approximately $0.6 million (pro rated for the first year of service), for the provision of certain executive services by CONSOL and its affiliates; | |
• | our payment of an annual administrative support fee, initially in the amount of approximately $0.2 million (pro rated for the first year of service), for the provision of certain executive services by Noble Energy and its affiliates; | |
• | our obligation to reimburse our Sponsors for all other direct or allocated costs and expenses incurred by our Sponsors in providing general and administrative services (which reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement); | |
• | our right of first offer to acquire (i) CONE Gathering’s retained interests in each of our Anchor Systems, Growth Systems and Additional Systems, (ii) CONE Gathering’s other ancillary midstream assets and (iii) any additional midstream assets that CONE Gathering develops; and | |
• | an indemnity from CONE Gathering for liabilities associated with the use, ownership or operation of our assets, including environmental liabilities, to the extent relating to the period of time prior to the closing of the IPO; and our obligation to indemnify CONE Gathering for events and conditions associated with the use, ownership or operation of our assets that occur after the closing of the IPO, including environmental liabilities. | |
So long as CONE Gathering controls our general partner, the omnibus agreement will remain in full force and effect. If CONE Gathering ceases to control our general partner, either party may terminate the omnibus agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms. | ||
Operational Services Agreement | ||
Concurrent with closing of the IPO, we entered into an operational services agreement with CONSOL under which CONSOL provides certain operational services to us in support of our gathering pipelines and dehydration, treating and compressor stations and facilities, including routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services and such other services as we and CONSOL may mutually agree upon from time to time. CONSOL will prepare and submit for our approval a maintenance, operating and capital budget on an annual basis. CONSOL will submit actual expenditures for reimbursement on a monthly basis and we will reimburse CONSOL for any direct third-party costs actually incurred by CONSOL in providing these services. | ||
The operational services agreement has an initial term of 20 years and will continue in full force and effect unless terminated by either party at the end of the initial term or any time thereafter by giving not less than six months’ prior notice to the other party of such termination. CONSOL may terminate the operational services agreement if (1) we become insolvent, declare bankruptcy or take any action in furtherance of, or indicating our consent to, approval of, or acquiescence in, a similar proceeding or (2) upon not less than 180 days notice. We may immediately terminate the agreement (1) if CONSOL becomes insolvent, declares bankruptcy or takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, a similar proceeding, (2) upon a finding of CONSOL’s willful misconduct or gross negligence that has had a material adverse effect on any of our gathering pipelines and dehydration, treating and compressor stations and facilities or our business or (3) CONSOL is in material breach of the operational services agreement and fails to cure such default within 45 days. | ||
Under the operational services agreement, CONSOL will indemnify us from any claims, losses or liabilities incurred by us, including third-party claims, arising from CONSOL’s performance of the agreement to the extent caused by CONSOL’s gross negligence or willful misconduct. We will indemnify CONSOL from any claims, losses or liabilities incurred by CONSOL, including any third-party claims, arising from CONSOL’s performance of the agreement, except to the extent such claims, losses or liabilities are caused by CONSOL’s gross negligence or willful misconduct. | ||
Gathering Agreements | ||
CNX Gas Gathering Agreement | ||
On September 30, 2014, in connection with the closing of the IPO, the Partnership entered into a Gathering Agreement (the “CNX Gas Gathering Agreement”) by and between the Partnership, as gatherer, and CNX Gas Company LLC (“CNX Gas”), a wholly owned subsidiary of CONSOL, as shipper. Under the CNX Gas Gathering Agreement, CNX Gas (i) dedicated to the Partnership for natural gas midstream services all of its existing acres and any acres acquired in the future, in each case, that are jointly owned with Noble Energy to the extent covering the Marcellus Shale in the dedication area and (ii) granted the Partnership a right of first offer to provide natural gas midstream services with respect to all of its existing acres and any acres acquired in the future, in each case, that are jointly owned with Noble Energy to the extent covering the Marcellus Shale in the right of first offer area. | ||
The CNX Gas Gathering Agreement commenced on September 30, 2014 and has an initial term of 20 years. Under the CNX Gas Gathering Agreement, if the Partnership fails to timely complete the construction of the facilities necessary to provide midstream services to CNX Gas’ dedicated acreage or has an uncured default of any of the Partnership’s material obligations that has caused an interruption in the Partnership’s services for more than 90 days, the affected acreage will be permanently released from the Partnership’s dedication. Also, after the fifth anniversary of the CNX Gas Gathering Agreement, if CNX Gas drills a well that is located more than a certain distance from the Partnership’s current gathering system (and not included in the detailed drilling plan provided by CNX Gas and Noble Energy) and a third-party gatherer offers a lower cost of services, then the acreage associated with such well will be permanently released from the Partnership’s dedication. | ||
Under the CNX Gas Gathering Agreement, the Partnership charges a fee based on the type and scope of midstream services provided. For the services provided (a) with respect to natural gas that does not require downstream processing, the Partnership receives a fee of $0.40 per MMBtu, (b) with respect to the natural gas that requires downstream processing, the Partnership receives a fee of $0.55 per MMBtu, except in the Moundsville area (Marshall County, West Virginia), where the fee is $0.275 per MMBtu and in the Pittsburgh International Airport area where the fee is $0.275 per MMBtu and (c) with respect to condensate, the Partnership receives a fee of $5.00 per Bbl in the Majorsville area and $2.50 per Bbl in the Moundsville area. | ||
NBL Gas Gathering Agreement | ||
On September 30, 2014, in connection with the closing of the IPO, the Partnership entered into a Gathering Agreement (the “NBL Gas Gathering Agreement”) by and between the Partnership, as gatherer, and Noble Energy, as shipper. Under the NBL Gas Gathering Agreement, Noble Energy (i) dedicated to the Partnership for natural gas midstream services all of its existing acres and any acres acquired in the future, in each case, that are jointly owned with CNX Gas to the extent covering the Marcellus Shale in the dedication area and (ii) granted the Partnership a right of first offer to provide natural gas midstream services with respect to all of its existing acres and any acres acquired in the future, in each case, that are jointly owned with CNX Gas to the extent covering the Marcellus Shale in the right of first offer area. | ||
The NBL Gas Gathering Agreement commenced on September 30, 2014 and has an initial term of 20 years. Under the NBL Gas Gathering Agreement, if the Partnership fails to timely complete the construction of the facilities necessary to provide midstream services to Noble Energy’s dedicated acreage or has an uncured default of any of the Partnership’s material obligations that has caused an interruption in the Partnership’s services for more than 90 days, the affected acreage will be permanently released from the Partnership’s dedication. Also, after the fifth anniversary of the NBL Gas Gathering Agreement, if Noble Energy drills a well that is located more than a certain distance from the Partnership’s current gathering system (and not included in the detailed drilling plan provided by CNX Gas and Noble Energy) and a third-party gatherer offers a lower cost of services, then the acreage associated with such well will be permanently released from the Partnership’s dedication. | ||
Under the NBL Gas Gathering Agreement, the Partnership charges a fee based on the type and scope of midstream services provided. For the services provided (a) with respect to natural gas that does not require downstream processing, the Partnership receives a fee of $0.40 per MMBtu, (b) with respect to the natural gas that requires downstream processing, the Partnership receives a fee of $0.55 per MMBtu, except in the Moundsville area (Marshall County, West Virginia), where the fee is $0.275 per MMBtu and in the Pittsburgh International Airport area where the fee is $0.275 per MMBtu and (c) with respect to condensate, the Partnership receives a fee of $5.00 per Bbl in the Majorsville area and $2.50 per Bbl in the Moundsville area. | ||
Employee Secondment Agreement | ||
We entered into an employee secondment agreement, effective September 8, 2014, with Noble Energy. Pursuant to the employee secondment agreement, an employee of Noble Energy is seconded to us to provide investor relations and similar functions. We will reimburse Noble Energy for allocable salary, benefits, insurance, payroll taxes and other employment expenses related to the seconded employee. Costs incurred pursuant to the secondment agreement were not material for the period from the effective date through December 31, 2014. | ||
Long-Term Incentive Plan | ||
Under the CONE Midstream Partners LP 2014 Long-Term Incentive Plan (our “LTIP”), our general partner may issue long-term equity based awards to directors, officers and employees of our general partner or its affiliates, or to any consultants, affiliates of our general partner or other individuals who perform services for us. These awards will be intended to compensate the recipients thereof based on the performance of our common units and their continued service during the vesting period, as well as to align their long-term interests with those of our unitholders. We will be responsible for the cost of awards granted under our LTIP and all determinations with respect to awards to be made under our LTIP will be made by the board of directors of our general partner or any committee thereof that may be established for such purpose or by any delegate of the board of directors or such committee, subject to applicable law, which we refer to as the plan administrator. | ||
The LTIP limits the number of units that may be delivered pursuant to vested awards to 5,800,000 common units, subject to proportionate adjustment in the event of unit splits and similar events. Common units subject to awards that are cancelled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminated without delivery of the common units will be available for delivery pursuant to other awards. | ||
On October 3, 2014, we filed a registration statement on Form S-8 under the Securities Act to register all common units issued or reserved for issuance under our LTIP. Common units covered by the registration statement on Form S-8 will be eligible for sale in the public market, subject to applicable vesting requirements and the terms of applicable lock-up agreements. | ||
As of December 31, 2014, no awards have been issued under our LTIP. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | CONCENTRATION OF CREDIT RISK |
CONSOL and Noble Energy accounted for approximately 100% of the Partnership’s revenue for the years ended December 31, 2014, 2013 and 2012 and receivables - related party at December 31, 2014 and 2013. |
Receivables_Related_Party
Receivables - Related Party | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Receivables - Related Party | RECEIVABLES - RELATED PARTY | |||||||
Receivables are comprised of related party receivables related to gathering fees and contribution activities which consisted of the following: | ||||||||
31-Dec-14 | 31-Dec-13 | |||||||
Receivables — Related Party | ||||||||
Gathering Fees - CONSOL | $ | 7,732 | $ | 7,763 | ||||
Contribution Receivable - CONSOL | 16,141 | — | ||||||
Gathering Fees - Noble Energy | 13,697 | 7,409 | ||||||
Contribution Receivable - Noble Energy | 18,866 | — | ||||||
Contribution Receivable - CONE Gathering LLC | 2,313 | — | ||||||
Total Receivables — Related Party | $ | 58,749 | $ | 15,172 | ||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property and Equipment | PROPERTY AND EQUIPMENT | |||||||||
31-Dec-14 | 31-Dec-13 | Estimated Useful | ||||||||
Lives in Years | ||||||||||
Land | $ | 47,701 | $ | 24,471 | N/A | |||||
Gathering Equipment | 298,897 | 150,279 | 25 — 40 | |||||||
Compression Equipment | 91,585 | 70,311 | 40 | |||||||
Processing Equipment | 30,979 | 30,934 | 40 | |||||||
Assets Under Construction | 170,573 | 122,015 | N/A | |||||||
Total Property and Equipment | $ | 639,735 | $ | 398,010 | ||||||
Less: Accumulated Depreciation | ||||||||||
Gathering | $ | 9,848 | $ | 5,347 | ||||||
Compression | 4,486 | 2,718 | ||||||||
Processing | 2,655 | 1,829 | ||||||||
Total Accumulated Depreciation | $ | 16,989 | $ | 9,894 | ||||||
Property and Equipment, Net | $ | 622,746 | $ | 388,116 | ||||||
Accounts_Payable_Related_Party
Accounts Payable - Related Party | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable- Related Party | ACCOUNTS PAYABLE - RELATED PARTY | |||||||
Related party payables consisted of the following: | ||||||||
31-Dec-14 | 31-Dec-13 | |||||||
Accounts Payable — Related Party | ||||||||
Expense Reimbursement to CONSOL | $ | 1,016 | $ | 2,169 | ||||
Capital Expenditure Reimbursement to CNX Gas (1) | 561 | — | ||||||
Services Provided by CONSOL | 432 | 265 | ||||||
Services Provided by Noble Energy | 97 | — | ||||||
Total Accounts Payable — Related Party | $ | 2,106 | $ | 2,434 | ||||
(1) CNX Gas is a wholly owned subsidiary of CONSOL |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION |
As of December 31, 2014, we have receivables of $16,141 and $18,866 related to partners' investments from CONSOL and Noble Energy, respectively. Additionally, we have a receivable from CONE Gathering LLC related to capital expenditures of $2,313 as of December 31, 2014. There were no non-cash transactions for the years ended December 31, 2013 and 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES |
We may become involved in claims and other legal matters arising in the ordinary course of business. Although claims are inherently unpredictable, we are not aware of any matters that may have a material adverse effect on our business, financial position, results of operations or cash flows. |
Leases
Leases | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases, Operating [Abstract] | ||||
Leases | LEASES | |||
Non-Cancelable Leases We have entered into various operating leases primarily related to compression facilities. Future minimum lease payments under operating leases at December 31, 2014 are as follows: | ||||
(thousands) | Minimum Lease | |||
Payments | ||||
2015 | $ | 6,313 | ||
2016 | 4,640 | |||
2017 | 2,928 | |||
2018 | 732 | |||
$ | 14,613 | |||
Rental expense under operating leases was $6,606, $2,481 and $1,994 for the years ended December 31, 2014, 2013, and 2012 respectively. These expenses are included within Operating expense - third party on our Statement of Operations. |
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Information | SEGMENT INFORMATION | |||||||||||
Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the chief operating decision maker in deciding how to allocate resources. | ||||||||||||
In order to effectively manage our business we have divided our current midstream assets among three separate categories that we refer to as our “Anchor Systems,” “Growth Systems” and “Additional Systems” based on their relative current cash flows, growth profiles, capital expenditure requirements and the timing of their development. | ||||||||||||
All of the Partnership’s operating revenues, income from operations and assets are generated or located in the United States. | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Gathering Revenue - Related Party: | ||||||||||||
Anchor Systems | $ | 112,904 | $ | 63,761 | $ | 41,229 | ||||||
Growth Systems | 9,745 | 1,492 | 1,368 | |||||||||
Additional Systems | 6,202 | — | — | |||||||||
Other (1) | 1,236 | 373 | — | |||||||||
Total Gathering Revenue - Related Party | $ | 130,087 | $ | 65,626 | $ | 42,597 | ||||||
Net Income (Loss): | ||||||||||||
Anchor Systems | $ | 58,870 | $ | 29,243 | $ | 20,500 | ||||||
Growth Systems | 2,956 | (969 | ) | (287 | ) | |||||||
Additional Systems | 2,504 | (279 | ) | (218 | ) | |||||||
Other (1) | 497 | 129 | (51 | ) | ||||||||
Total Net Income | $ | 64,827 | $ | 28,124 | $ | 19,944 | ||||||
-1 | Other consists of assets that are retained by our Predecessor, CONE Gathering, and are thus not part of the transactions that occurred in connection with the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation. | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Depreciation Expense: | ||||||||||||
Anchor Systems | $ | 5,238 | $ | 4,173 | $ | 2,463 | ||||||
Growth Systems | 1,952 | 1,616 | 954 | |||||||||
Additional Systems | 1 | — | — | |||||||||
Other (1) | 139 | 36 | 21 | |||||||||
Total Depreciation Expense | $ | 7,330 | $ | 5,825 | $ | 3,438 | ||||||
Expenditures for Segment Assets: | ||||||||||||
Anchor Systems | $ | 119,949 | $ | 101,175 | $ | 86,421 | ||||||
Growth Systems | 33,498 | 20,069 | 23,449 | |||||||||
Additional Systems | 105,737 | 824 | 179 | |||||||||
Other (1) | 10,502 | 8,856 | 11,124 | |||||||||
Total Capital Expenditures | $ | 269,686 | $ | 130,924 | $ | 121,173 | ||||||
-1 | Other consists of assets that are retained by our Predecessor, CONE Gathering, and are thus not part of the transactions that occurred in connection with the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation. | |||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Segment Assets: | ||||||||||||
Anchor Systems | $ | 430,350 | $ | 316,149 | ||||||||
Growth Systems | 119,550 | 60,793 | ||||||||||
Additional Systems | 136,904 | 4,033 | ||||||||||
Other (1) | — | 28,289 | ||||||||||
Total Segment Assets | $ | 686,804 | $ | 409,264 | ||||||||
-1 | Other consists of assets that are retained by our Predecessor, CONE Gathering, and are thus not part of the transactions that occurred in connection with the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation. |
Revolving_Credit_Facility
Revolving Credit Facility | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Revolving Credit Facility | REVOLVING CREDIT FACILITY | ||||||||||||||
The outstanding balance of our revolving credit facility consists of the following: | |||||||||||||||
December 31, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
(thousands, except percentages) | Debt | Interest Rate | Debt | Interest Rate | |||||||||||
Credit Facility, Due September 30, 2019 | $ | 31,300 | — | % | $ | — | — | % | |||||||
Total | $ | 31,300 | — | % | $ | — | — | % | |||||||
Credit Facility At the closing of our IPO on September 30, 2014, we entered into a credit facility agreement which provides for a $250 million unsecured five year revolving credit facility that matures on September 30, 2019. Our revolving credit facility is available for working capital, capital expenditures, certain acquisitions, distributions, unit repurchases and other lawful partnership purposes. Borrowings under our revolving credit facility will bear interest at our option at either: | |||||||||||||||
• | the base rate, which will be defined as the highest of (i) the federal funds rate plus 0.50%; (ii) JP Morgan’s prime rate; or (iii) the daily LIBOR rate for a one month interest period plus 1.00%; in each case, plus a margin varying from 0.1250% to 1.00% depending on our most recent consolidated total leverage ratio; or | ||||||||||||||
• | the LIBOR rate plus a margin varying from 1.1250% to 2.00%, in each case, depending on our most recent consolidated leverage ratio (as defined in the agreement governing our revolving credit facility) or our credit rating, as the case may be. | ||||||||||||||
Interest on base rate loans will be payable quarterly. Interest on LIBOR loans will be payable on the last day of each interest period or, in the case of interest periods longer than three months, every three months. The unused portion of our revolving credit facility will be subject to a commitment fee ranging from 0.15% to 0.35% per annum depending on our most recent consolidated leverage ratio or our credit rating, as the case may be. | |||||||||||||||
Our revolving credit facility contains covenants and conditions that, among other things, limit our ability to incur or guarantee additional debt, make cash distributions (though there will be an exception for distributions permitted under the partnership agreement, subject to certain customary conditions), incur certain liens or permit them to exist, make certain investments and acquisitions, enter into certain types of transactions with affiliates, merge or consolidate with another company, and transfer, sell or otherwise dispose of assets. We are also subject to covenants that require us to maintain certain financial ratios. For example, we may not permit the ratio of (i) consolidated total funded debt (as defined in the agreement governing our revolving credit facility) as of the last day of each fiscal quarter to (ii) consolidated EBITDA (as defined in the agreement governing our revolving credit facility) for the four consecutive fiscal quarters ending on the last day of such fiscal quarter to exceed (A) at any time other than during a qualified acquisition period (as defined in the agreement governing our revolving credit facility), 5.00 to 1.00 and (B) during a qualified acquisition period, 5.50 to 1.00. In addition, we may not permit the ratio of (i) consolidated EBITDA for the four consecutive fiscal quarters ending on the last day of each fiscal quarter to (ii) consolidated interest expense (as defined in the agreement governing our revolving credit facility) for such four consecutive fiscal quarters to be less than 3.00 to 1.00. | |||||||||||||||
As of December 31, 2014, we had outstanding debt issuance costs of $0.8 million, which were incurred as part of the issuance of this credit facility are currently being amortized to interest expense included in General and Administrative Expenses - Third Party. Including the amortization of debt issuance costs, for the year ended December 31, 2014, we incurred a nominal amount of interest expense. | |||||||||||||||
Annual Maturities Annual maturities of our outstanding credit facility are presented below: | |||||||||||||||
(thousands) | As of December 31, 2014 | ||||||||||||||
2015 | $ | — | |||||||||||||
2016 | — | ||||||||||||||
2017 | — | ||||||||||||||
2018 | — | ||||||||||||||
2019 | 31,300 | ||||||||||||||
Thereafter | — | ||||||||||||||
Total | $ | 31,300 | |||||||||||||
Supplemental_Quarterly_Financi
Supplemental Quarterly Financial Information (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Supplemental Quarterly Financial Information (Unaudited) | SUPPLEMENTAL QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | |||||||||||||||
Three Months Ended | ||||||||||||||||
31-Mar-14 | 30-Jun-14 | 30-Sep-14 | 31-Dec-14 | |||||||||||||
Revenue | ||||||||||||||||
Gathering Revenue | $ | 24,106 | $ | 27,811 | $ | 35,770 | $ | 42,400 | ||||||||
Other Income | — | — | — | 85 | ||||||||||||
Total Revenue | 24,106 | 27,811 | 35,770 | 42,485 | ||||||||||||
Expenses | ||||||||||||||||
Operating Expense | 11,976 | 11,975 | 12,938 | 14,554 | ||||||||||||
General and Administrative Expense | 1,062 | 1,125 | 1,706 | 2,679 | ||||||||||||
Depreciation Expense | 1,618 | 1,679 | 1,808 | 2,225 | ||||||||||||
Total Expense | 14,656 | 14,779 | 16,452 | 19,458 | ||||||||||||
Net Income | $ | 9,450 | $ | 13,032 | $ | 19,318 | $ | 23,027 | ||||||||
Net income per limited partner unit: | ||||||||||||||||
Basic | N/A | N/A | $ | — | $ | 0.26 | ||||||||||
Diluted | N/A | N/A | $ | — | $ | 0.26 | ||||||||||
Three Months Ended | ||||||||||||||||
31-Mar-13 | 30-Jun-13 | 30-Sep-13 | 31-Dec-13 | |||||||||||||
Revenue | ||||||||||||||||
Gathering Revenue | $ | 12,632 | $ | 12,080 | $ | 18,998 | $ | 21,916 | ||||||||
Total Revenue | 12,632 | 12,080 | 18,998 | 21,916 | ||||||||||||
Expenses | ||||||||||||||||
Operating Expense | 6,197 | 8,010 | 6,685 | 8,952 | ||||||||||||
General and Administrative Expense | 325 | 549 | 458 | 501 | ||||||||||||
Depreciation Expense | 1,284 | 1,386 | 1,544 | 1,611 | ||||||||||||
Total Expense | 7,806 | 9,945 | 8,687 | 11,064 | ||||||||||||
Net Income | $ | 4,826 | $ | 2,135 | $ | 10,311 | $ | 10,852 | ||||||||
Net income per limited partner unit: | ||||||||||||||||
Basic | N/A | N/A | N/A | N/A | ||||||||||||
Diluted | N/A | N/A | N/A | N/A |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
On January 22, 2015, the Partnership announced that the Board of Directors of its general partner declared a cash distribution to the Partnership’s unitholders of $0.2148 per unit for the period beginning with the closing of its IPO on September 30, 2014 through December 31, 2014. The cash distribution is payable on February 13, 2015 to unitholders of record at the close of business on February 4, 2015. |
Significant_Accounting_Policie1
Significant Accounting Policies Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation: |
The consolidated financial statements include the accounts of CONE Midstream Partners LP and all of its subsidiaries. Transactions between the Partnership and its Sponsors have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 4. | |
Use of Estimates | Use of Estimates: |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and various disclosures. Actual results could differ from those estimates. | |
Cash | Cash: |
Cash includes cash on hand and on deposit at banking institutions. | |
Accounts Receivable | Accounts Receivable: |
Accounts receivable are recorded at the invoiced amount and do not bear interest. We reserve for specific accounts receivable when it is probable that all or a part of an outstanding balance will not be collected, such as customer bankruptcies. Collectability is determined based on terms of sale, credit status of customers and various other circumstances. We regularly review collectability and establish or adjust the allowance as necessary using the specific identification method. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There were no reserves for uncollectible amounts in the periods presented. | |
Property and Equipment | Property and Equipment: |
Property and equipment is recorded at cost upon acquisition. Expenditures which extend the useful lives of existing property and equipment are capitalized. | |
When properties are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized as gain or loss. There were no retirements or disposals during the periods presented. | |
The Partnership evaluates whether long-lived assets have been impaired and determines if the carrying amount of its assets may not be recoverable. For such long-lived assets, impairment exists when the carrying amount of an asset exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount of the long-lived asset is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset’s carrying amount over its estimated fair value, such that the asset’s carrying amount is adjusted to its estimated fair value with an offsetting charge to operating expense. | |
Fair value represents the estimated price between market participants to sell an asset in the principal or most advantageous market for the asset, based on assumptions a market participant would make. When warranted, management assesses the fair value of long-lived assets using commonly accepted techniques and may use more than one source in making such assessments. Sources used to determine fair value include, but are not limited to, recent third-party comparable sales, internally developed discounted cash flow analyses and analyses from outside advisors. Significant changes, such as the condition of an asset or management’s intent to utilize the asset generally require management to reassess the cash flows related to long-lived assets. No impairments were identified during the periods presented. | |
Depreciation of property and equipment is calculated on the straight-line method over their estimated useful lives or lease terms. | |
Variable Interest Entities | Variable Interest Entities: |
The Anchor, Growth and Additional Limited Partnerships are variable interest entities and are consolidated by CONE Midstream Partners LP through its ownership of CONE Midstream Operating Company LLC. CONE Midstream Operating Company LLC, through its general partner ownership interest in each of the Anchor, Growth and Additional Limited Partnerships, has the power to direct all substantive strategic and day-to-day operational decisions of the Limited Partnerships. CONE Midstream Operating Company LLC is considered to be the primary beneficiary for accounting purposes. | |
Revenue Recognition | Revenue Recognition: |
Revenues are recognized for the transportation of natural gas and other hydrocarbons based on the delivery of actual volumes transported at a contracted throughput rate. Operating fees received are recorded in gathering revenue — related party in the period the service is performed. | |
Environmental Matters | Environmental Matters: |
We are subject to various federal, state and local laws and regulations relating to the protection of the environment. We have established procedures for the ongoing evaluation of our operations, to identify potential environmental exposures and to comply with regulatory policies and procedures, including legislation related to greenhouse gas emissions. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated. At this time, we are unable to assess the timing and/or effect of potential liabilities related to greenhouse gas emissions or other environmental issues. We had no material environmental matters that required specific disclosure or requiring the recognition of a liability. | |
Asset Retirement Obligations | Asset Retirement Obligation: |
We perform an ongoing analysis of asset removal and site restoration costs that we may be required to perform under law or contract once an asset has been permanently taken out of service. We have property and equipment at locations that we own and at sites leased or under right of way agreements. We are under no contractual obligation to remove the assets at locations we own. In evaluating our asset retirement obligation, we review lease agreements, right of way agreements, easements and permits to determine which agreements, if any, require an asset removal and restoration obligation. Determination of the amounts to be recognized is based upon numerous estimates and assumptions, including expected settlement dates, future retirement costs, future inflation rates and the credit-adjusted-risk-free interest rates. We operate and maintain our midstream systems and intend to do so as long as supply and demand for natural gas exists, which we expect for the foreseeable future. Therefore, we believe that we cannot reasonably estimate the asset retirement obligations for our midstream system assets as these assets have indeterminate lives. | |
Income Taxes | Income Taxes: |
Our operations as a limited partnership, and our Predecessor, a limited liability company, are treated as partnerships for federal and state income tax purposes, with each partner being separately taxed on its share of the taxable income. | |
Net Income per Limited Partners Unit | Net Income per Limited Partners Unit: |
We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income to our limited partners, our general partner and the holders of our IDRs in accordance with the terms of our partnership agreement. We also allocate any earnings in excess of distributions to our limited partners, our general partner and the holders of the IDRs in accordance with the terms of our partnership agreement. We allocate any distributions in excess of earnings for the period to our general partner and our limited partners based on their respective proportionate ownership interests in us, after taking into account distributions to be paid with respect to the IDRs, as set forth in our partnership agreement. | |
Earnings per limited partner unit data is presented only for the period since the Partnership’s IPO on September 30, 2014. See “Note 1 — Description of Business, Initial Public Offering and Basis of Presentation” for further discussion of the IPO. Our partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ended December 31, 2014, the Partnership distribute all of its available cash (described below) to unitholders of record on the applicable record date. | |
Cash Distribution, Subordinated Units, and Incentive Distribution Rights | Subordinated Units: |
Our partnership agreement provides that, during the subordination period, the common unitholders will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2125 per unit, which amount is defined in our partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that, during the subordination period, there will be available cash to be distributed on the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution requirements, as defined in the partnership agreement, have been met. The earliest date at which the subordination period may end is September 30, 2015. | |
Cash Distributions: | |
Our partnership agreement requires that we distribute all of our available cash quarterly. This requirement forms the basis of our cash distribution policy and reflects a basic judgment that our unitholders will be better served by distributing our available cash rather than retaining it because, among other reasons, we believe we will generally finance any expansion capital expenditures from external financing sources. | |
Incentive Distribution Rights: | |
All of the IDRs are currently held by CONE Midstream GP LLC, our general partner. Incentive distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. Our general partner may transfer the IDRs separately from its general partner interest. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board issued Update 2014-09 - Revenue from Contracts with Customers (Topic 606). The objective of the amendments in this update is to improve financial reporting by creating common revenue recognition guidance for accounting principles generally accepted in the United States (U.S. GAAP) and International Financial Reporting Standards (IFRS). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity 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. An entity should disclose sufficient information, both qualitative and quantitative, to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the method of adoption and impact that this new guidance will have on our financial statements. |
Significant_Accounting_Policie2
Significant Accounting Policies Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Target Distributions | The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our general partner based on the specified target distribution levels. The amounts set forth under “Marginal percentage interest in distributions” are the percentage interests of our general partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit Target Amount.” The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. | ||||||||
The percentage interests set forth below for our general partner include its 2% general partner interest and assume that our general partner has contributed any additional capital necessary to maintain its 2% general partner interest, our general partner has not transferred its incentive distribution rights and that there are no arrearages on common units. | |||||||||
Marginal Percentage Interest in | |||||||||
Distributions | |||||||||
Distribution Targets | Total Quarterly Distribution | Unitholders | General Partner | ||||||
Per Unit Target Amount | |||||||||
Minimum Quarterly Distribution | $0.21 | 98% | 2% | ||||||
First Target Distribution | Above $0.2125 | up to $0.24438 | 98% | 2% | |||||
Second Target Distribution | Above $0.24438 | up to $0.26563 | 85% | 15% | |||||
Third Target Distribution | Above $0.26563 | up to $0.31875 | 75% | 25% | |||||
Thereafter | Above $0.31875 | 50% | 50% |
Net_Income_per_Limited_Partner1
Net Income per Limited Partner and General Partner Interest (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Earnings Per Share [Abstract] | |||||
Schedule of Net Income (Loss) Per Unit | The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated partner units (in thousands, except per unit information): | ||||
December 31, | |||||
2014 | |||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP (1) | $ | 15,378 | |||
Less: General Partner Interest in Net Income | 308 | ||||
Limited Partner Interest in Net Income | $ | 15,070 | |||
Net Income Allocable to Common Units | $ | 7,535 | |||
Net Income Allocable to Subordinated Units | 7,535 | ||||
Limited Partner Interest in Net Income | $ | 15,070 | |||
Weighted Average Limited Partner Units Outstanding — Basic | |||||
Common Units | 29,163 | ||||
Subordinated Units | 29,163 | ||||
Total | 58,326 | ||||
Weighted Average Limited Partner Units Outstanding — Diluted | |||||
Common Units | 29,163 | ||||
Subordinated Units | 29,163 | ||||
Total | 58,326 | ||||
Net Income Per Limited Partner Unit — Basic and Diluted | |||||
Common Units | $ | 0.26 | |||
Subordinated Units | $ | 0.26 | |||
-1 | Reflective of general and limited partner interest in net income since closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation. |
Receivables_Related_Party_Tabl
Receivables - Related Party (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Schedule of Related Party Receivables | Receivables are comprised of related party receivables related to gathering fees and contribution activities which consisted of the following: | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
Receivables — Related Party | ||||||||
Gathering Fees - CONSOL | $ | 7,732 | $ | 7,763 | ||||
Contribution Receivable - CONSOL | 16,141 | — | ||||||
Gathering Fees - Noble Energy | 13,697 | 7,409 | ||||||
Contribution Receivable - Noble Energy | 18,866 | — | ||||||
Contribution Receivable - CONE Gathering LLC | 2,313 | — | ||||||
Total Receivables — Related Party | $ | 58,749 | $ | 15,172 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property and Equipment | ||||||||||
31-Dec-14 | 31-Dec-13 | Estimated Useful | ||||||||
Lives in Years | ||||||||||
Land | $ | 47,701 | $ | 24,471 | N/A | |||||
Gathering Equipment | 298,897 | 150,279 | 25 — 40 | |||||||
Compression Equipment | 91,585 | 70,311 | 40 | |||||||
Processing Equipment | 30,979 | 30,934 | 40 | |||||||
Assets Under Construction | 170,573 | 122,015 | N/A | |||||||
Total Property and Equipment | $ | 639,735 | $ | 398,010 | ||||||
Less: Accumulated Depreciation | ||||||||||
Gathering | $ | 9,848 | $ | 5,347 | ||||||
Compression | 4,486 | 2,718 | ||||||||
Processing | 2,655 | 1,829 | ||||||||
Total Accumulated Depreciation | $ | 16,989 | $ | 9,894 | ||||||
Property and Equipment, Net | $ | 622,746 | $ | 388,116 | ||||||
Accounts_Payable_Related_Party1
Accounts Payable - Related Party (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Related Party Payables | Related party payables consisted of the following: | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
Accounts Payable — Related Party | ||||||||
Expense Reimbursement to CONSOL | $ | 1,016 | $ | 2,169 | ||||
Capital Expenditure Reimbursement to CNX Gas (1) | 561 | — | ||||||
Services Provided by CONSOL | 432 | 265 | ||||||
Services Provided by Noble Energy | 97 | — | ||||||
Total Accounts Payable — Related Party | $ | 2,106 | $ | 2,434 | ||||
(1) CNX Gas is a wholly owned subsidiary of CONSOL |
Leases_Tables
Leases (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases, Operating [Abstract] | ||||
Future minimum lease payments | Future minimum lease payments under operating leases at December 31, 2014 are as follows: | |||
(thousands) | Minimum Lease | |||
Payments | ||||
2015 | $ | 6,313 | ||
2016 | 4,640 | |||
2017 | 2,928 | |||
2018 | 732 | |||
$ | 14,613 | |||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Schedule of Operating Revenues and Income from Operations | All of the Partnership’s operating revenues, income from operations and assets are generated or located in the United States. | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Gathering Revenue - Related Party: | ||||||||||||
Anchor Systems | $ | 112,904 | $ | 63,761 | $ | 41,229 | ||||||
Growth Systems | 9,745 | 1,492 | 1,368 | |||||||||
Additional Systems | 6,202 | — | — | |||||||||
Other (1) | 1,236 | 373 | — | |||||||||
Total Gathering Revenue - Related Party | $ | 130,087 | $ | 65,626 | $ | 42,597 | ||||||
Net Income (Loss): | ||||||||||||
Anchor Systems | $ | 58,870 | $ | 29,243 | $ | 20,500 | ||||||
Growth Systems | 2,956 | (969 | ) | (287 | ) | |||||||
Additional Systems | 2,504 | (279 | ) | (218 | ) | |||||||
Other (1) | 497 | 129 | (51 | ) | ||||||||
Total Net Income | $ | 64,827 | $ | 28,124 | $ | 19,944 | ||||||
-1 | Other consists of assets that are retained by our Predecessor, CONE Gathering, and are thus not part of the transactions that occurred in connection with the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation. | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Depreciation Expense: | ||||||||||||
Anchor Systems | $ | 5,238 | $ | 4,173 | $ | 2,463 | ||||||
Growth Systems | 1,952 | 1,616 | 954 | |||||||||
Additional Systems | 1 | — | — | |||||||||
Other (1) | 139 | 36 | 21 | |||||||||
Total Depreciation Expense | $ | 7,330 | $ | 5,825 | $ | 3,438 | ||||||
Expenditures for Segment Assets: | ||||||||||||
Anchor Systems | $ | 119,949 | $ | 101,175 | $ | 86,421 | ||||||
Growth Systems | 33,498 | 20,069 | 23,449 | |||||||||
Additional Systems | 105,737 | 824 | 179 | |||||||||
Other (1) | 10,502 | 8,856 | 11,124 | |||||||||
Total Capital Expenditures | $ | 269,686 | $ | 130,924 | $ | 121,173 | ||||||
-1 | Other consists of assets that are retained by our Predecessor, CONE Gathering, and are thus not part of the transactions that occurred in connection with the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation. | |||||||||||
Reconciliation of Assets from Segment to Consolidated | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Segment Assets: | ||||||||||||
Anchor Systems | $ | 430,350 | $ | 316,149 | ||||||||
Growth Systems | 119,550 | 60,793 | ||||||||||
Additional Systems | 136,904 | 4,033 | ||||||||||
Other (1) | — | 28,289 | ||||||||||
Total Segment Assets | $ | 686,804 | $ | 409,264 | ||||||||
-1 | Other consists of assets that are retained by our Predecessor, CONE Gathering, and are thus not part of the transactions that occurred in connection with the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation. |
Revolving_Credit_Facility_Tabl
Revolving Credit Facility (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Schedule of Revolving Credit Facility | The outstanding balance of our revolving credit facility consists of the following: | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
(thousands, except percentages) | Debt | Interest Rate | Debt | Interest Rate | |||||||||||
Credit Facility, Due September 30, 2019 | $ | 31,300 | — | % | $ | — | — | % | |||||||
Total | $ | 31,300 | — | % | $ | — | — | % | |||||||
Schedule of Maturities for Credit Facility | Annual Maturities Annual maturities of our outstanding credit facility are presented below: | ||||||||||||||
(thousands) | As of December 31, 2014 | ||||||||||||||
2015 | $ | — | |||||||||||||
2016 | — | ||||||||||||||
2017 | — | ||||||||||||||
2018 | — | ||||||||||||||
2019 | 31,300 | ||||||||||||||
Thereafter | — | ||||||||||||||
Total | $ | 31,300 | |||||||||||||
Supplemental_Quarterly_Financi1
Supplemental Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Quarterly Financial Information | ||||||||||||||||
Three Months Ended | ||||||||||||||||
31-Mar-14 | 30-Jun-14 | 30-Sep-14 | 31-Dec-14 | |||||||||||||
Revenue | ||||||||||||||||
Gathering Revenue | $ | 24,106 | $ | 27,811 | $ | 35,770 | $ | 42,400 | ||||||||
Other Income | — | — | — | 85 | ||||||||||||
Total Revenue | 24,106 | 27,811 | 35,770 | 42,485 | ||||||||||||
Expenses | ||||||||||||||||
Operating Expense | 11,976 | 11,975 | 12,938 | 14,554 | ||||||||||||
General and Administrative Expense | 1,062 | 1,125 | 1,706 | 2,679 | ||||||||||||
Depreciation Expense | 1,618 | 1,679 | 1,808 | 2,225 | ||||||||||||
Total Expense | 14,656 | 14,779 | 16,452 | 19,458 | ||||||||||||
Net Income | $ | 9,450 | $ | 13,032 | $ | 19,318 | $ | 23,027 | ||||||||
Net income per limited partner unit: | ||||||||||||||||
Basic | N/A | N/A | $ | — | $ | 0.26 | ||||||||||
Diluted | N/A | N/A | $ | — | $ | 0.26 | ||||||||||
Three Months Ended | ||||||||||||||||
31-Mar-13 | 30-Jun-13 | 30-Sep-13 | 31-Dec-13 | |||||||||||||
Revenue | ||||||||||||||||
Gathering Revenue | $ | 12,632 | $ | 12,080 | $ | 18,998 | $ | 21,916 | ||||||||
Total Revenue | 12,632 | 12,080 | 18,998 | 21,916 | ||||||||||||
Expenses | ||||||||||||||||
Operating Expense | 6,197 | 8,010 | 6,685 | 8,952 | ||||||||||||
General and Administrative Expense | 325 | 549 | 458 | 501 | ||||||||||||
Depreciation Expense | 1,284 | 1,386 | 1,544 | 1,611 | ||||||||||||
Total Expense | 7,806 | 9,945 | 8,687 | 11,064 | ||||||||||||
Net Income | $ | 4,826 | $ | 2,135 | $ | 10,311 | $ | 10,852 | ||||||||
Net income per limited partner unit: | ||||||||||||||||
Basic | N/A | N/A | N/A | N/A | ||||||||||||
Diluted | N/A | N/A | N/A | N/A |
Description_of_Business_Initia1
Description of Business, Initial Public Offering and Basis of Presentation - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 |
segment | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of operating segments | 3 | |||
General partner's ownership interest | 2.00% | |||
Net proceeds distributed to CONE Gathering from the IPO | $407,971 | $0 | $0 | |
Anchor Systems | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 75.00% | |||
Growth Systems | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | |||
Additional Systems | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | |||
Common Units | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Units sold in public offering | 20,125,000 | |||
Price per share sold in IPO | $22 | |||
Common Units | Over-Allotment Option | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Units sold in public offering | 2,625,000 | |||
CONE Gathering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
General partner's ownership interest | 2.00% | |||
Percentage Interest Received by Company | 64.20% | |||
Net proceeds distributed to CONE Gathering from the IPO | $407,971 | |||
CONE Gathering | Common Units | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Limited Partner units distributed to CONE Gathering from the IPO | 9,038,121 | |||
CONE Gathering | Subordinated Units | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Limited Partner units distributed to CONE Gathering from the IPO | 29,163,121 |
Significant_Accounting_Policie3
Significant Accounting Policies - Narrative (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Schedule of Target Distributions [Line Items] | |
Emerging growth company maximum period | 5 years |
Emerging growth company maximum revenue | $1,000,000 |
Emerging growth company maximum market value of limited partner interest held by non-affiliates | 700,000 |
Emerging growth company maximum non-convertible debt issuable | $1,000,000 |
Emerging growth company maximum non-convertible debt issuable period | 3 years |
Quarterly distribution to limited partner | $0.21 |
Annual distribution to limited partner | $0.85 |
General partner's ownership interest | 2.00% |
Incentive distribution rate one | 13.00% |
Incentive distribution rate two | 23.00% |
Incentive distribution rate three | 48.00% |
First Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 98.00% |
Marginal percentage interest in distributions- General Partner | 2.00% |
Second Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 85.00% |
Marginal percentage interest in distributions- General Partner | 15.00% |
Third Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 75.00% |
Marginal percentage interest in distributions- General Partner | 25.00% |
Thereafter Distributions | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 50.00% |
Marginal percentage interest in distributions- General Partner | 50.00% |
Maximum | First Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.24 |
Maximum | Second Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.27 |
Maximum | Third Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.32 |
Significant_Accounting_Policie4
Significant Accounting Policies - Schedule of Target Distributions (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.21 |
Minimum Quarterly Distribution | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 98.00% |
Marginal percentage interest in distributions- General Partner | 2.00% |
First Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 98.00% |
Marginal percentage interest in distributions- General Partner | 2.00% |
Second Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 85.00% |
Marginal percentage interest in distributions- General Partner | 15.00% |
Third Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 75.00% |
Marginal percentage interest in distributions- General Partner | 25.00% |
Thereafter Distributions | |
Schedule of Target Distributions [Line Items] | |
Marginal percentage interest in distributions- Unitholders | 50.00% |
Marginal percentage interest in distributions- General Partner | 50.00% |
Minimum | First Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.21 |
Minimum | Second Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.24 |
Minimum | Third Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.27 |
Minimum | Thereafter Distributions | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.32 |
Maximum | First Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.24 |
Maximum | Second Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.27 |
Maximum | Third Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $0.32 |
Net_Income_per_Limited_Partner2
Net Income per Limited Partner and General Partner Interest (Details) (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Limited Partners' Capital Account [Line Items] | ||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP | $15,378 | [1] | $28,124 | [1] | $19,944 | [1] |
Less: General Partner Interest in Net Income | 308 | |||||
Net Income (Loss) Allocated to Limited Partners | 15,070 | |||||
Weighted Average Limited Partner Units Outstanding — Basic | 58,326 | |||||
Weighted Average Limited Partner Units Outstanding — Diluted | 58,326 | |||||
Common Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Net Income (Loss) Allocated to Limited Partners | 7,535 | |||||
Weighted Average Limited Partner Units Outstanding — Basic | 29,163 | |||||
Weighted Average Limited Partner Units Outstanding — Diluted | 29,163 | |||||
Net Income Per Limited Partner Unit — Basic and Diluted | $0.26 | |||||
Subordinated Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Net Income (Loss) Allocated to Limited Partners | $7,535 | |||||
Weighted Average Limited Partner Units Outstanding — Basic | 29,163 | |||||
Weighted Average Limited Partner Units Outstanding — Diluted | 29,163 | |||||
Net Income Per Limited Partner Unit — Basic and Diluted | $0.26 | |||||
[1] | Reflective of general and limited partner interest in net income since closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation |
Related_Party_Details
Related Party (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Affiliated Entity | Shared Service Agreement with CONSOL | |||
Related Party Transaction [Line Items] | |||
Charges for services | $11,755 | $9,938 | $3,915 |
General and administrative expenses | 4,726 | 1,614 | 1,069 |
Affiliated Entity | Purchases of Inventory from CONSOL | |||
Related Party Transaction [Line Items] | |||
Purchases of supply inventory | 3,928 | 4,316 | 3,150 |
Common Units | CONE Midstream Partners LP 2014 Long-Term Incentive Plan | |||
Related Party Transaction [Line Items] | |||
Share-based compensation, number of shares authorized | 5,800,000 | ||
CONSOL Energy | Affiliated Entity | Administrative Services | |||
Related Party Transaction [Line Items] | |||
General and administrative expenses | 600 | ||
CONSOL Energy | Affiliated Entity | Executive Administrative Services | |||
Related Party Transaction [Line Items] | |||
General and administrative expenses | 600 | ||
CONSOL Energy | Affiliated Entity | Operational Service Agreement | |||
Related Party Transaction [Line Items] | |||
Term of agreement (in years) | 20 years | ||
Maximum period to cure default | 45 days | ||
Noble Energy | Affiliated Entity | Executive Administrative Services | |||
Related Party Transaction [Line Items] | |||
General and administrative expenses | $200 | ||
Noble Energy | Affiliated Entity | NBL Gas Gathering Agreement | |||
Related Party Transaction [Line Items] | |||
Term of agreement (in years) | 20 years | ||
Downstream fees receivable (in dollars per MMBtu) | 0.4 | ||
Fees receivable, excluding downstream (in dollars per MMBtu) | 0.55 | ||
CNX Gas | Affiliated Entity | CNX Gas Gathering Agreement | |||
Related Party Transaction [Line Items] | |||
Term of agreement (in years) | 20 years | ||
Downstream fees receivable (in dollars per MMBtu) | 0.4 | ||
Fees receivable, excluding downstream (in dollars per MMBtu) | 0.55 | ||
West Virgina | Noble Energy | Affiliated Entity | NBL Gas Gathering Agreement | |||
Related Party Transaction [Line Items] | |||
Fees receivable, excluding downstream (in dollars per MMBtu) | 0.275 | ||
Condensate fees receivable (in dollars per Bbl) | 2.5 | ||
West Virgina | CNX Gas | Affiliated Entity | CNX Gas Gathering Agreement | |||
Related Party Transaction [Line Items] | |||
Fees receivable, excluding downstream (in dollars per MMBtu) | 0.275 | ||
Condensate fees receivable (in dollars per Bbl) | 2.5 | ||
Pennsylvania | Noble Energy | Affiliated Entity | NBL Gas Gathering Agreement | |||
Related Party Transaction [Line Items] | |||
Fees receivable, excluding downstream (in dollars per MMBtu) | 0.275 | ||
Condensate fees receivable (in dollars per Bbl) | 5 | ||
Pennsylvania | CNX Gas | Affiliated Entity | CNX Gas Gathering Agreement | |||
Related Party Transaction [Line Items] | |||
Fees receivable, excluding downstream (in dollars per MMBtu) | 0.275 | ||
Condensate fees receivable (in dollars per Bbl) | 5 |
Concentration_of_Credit_Risk_D
Concentration of Credit Risk (Details) (CONSOL and Noble, Customer Concentration Risk) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue | |||
Concentration Risk [Line Items] | |||
Percentage of partnership's revenue | 100.00% | 100.00% | 100.00% |
Receivables, related party | |||
Concentration Risk [Line Items] | |||
Percentage of partnership's revenue | 100.00% | 100.00% |
Receivables_Related_Party_Deta
Receivables - Related Party (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | $58,749 | $15,172 |
CONSOL Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 16,141 | |
Noble Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 18,866 | |
CONE Gathering LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 2,313 | |
Gathering Fees | CONSOL Energy | Affiliated Entity | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 7,732 | 7,763 |
Gathering Fees | Noble Energy | Affiliated Entity | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 13,697 | 7,409 |
Contribution Receivable | CONSOL Energy | Affiliated Entity | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 16,141 | 0 |
Contribution Receivable | Noble Energy | Affiliated Entity | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 18,866 | 0 |
Contribution Receivable | CONE Gathering LLC | Affiliated Entity | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 2,313 | |
Contribution Receivable | CONE Gathering | Affiliated Entity | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | $0 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $639,735 | $398,010 |
Less — Accumulated Depreciation | 16,989 | 9,894 |
Property and Equipment — Net | 622,746 | 388,116 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 47,701 | 24,471 |
Gathering Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 298,897 | 150,279 |
Less — Accumulated Depreciation | 9,848 | 5,347 |
Gathering Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Gathering Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 40 years | |
Compression Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 91,585 | 70,311 |
Less — Accumulated Depreciation | 4,486 | 2,718 |
Estimated useful lives | 40 years | |
Processing Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 30,979 | 30,934 |
Less — Accumulated Depreciation | 2,655 | 1,829 |
Estimated useful lives | 40 years | |
Asset Under Construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $170,573 | $122,015 |
Accounts_Payable_Related_Party2
Accounts Payable - Related Party (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | $2,106 | $2,434 |
Expense Reimbursement to CONSOL | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 1,016 | 2,169 |
Capital Expenditure Reimbursement to CNX Gas | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 561 | 0 |
Services Provided by CONSOL | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 432 | 265 |
Services Provided by Noble Energy | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | $97 | $0 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties, Current | $58,749 | $15,172 |
CONSOL | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties, Current | 16,141 | |
Noble Energy | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties, Current | 18,866 | |
CONE Gathering LLC | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties, Current | $2,313 |
Leases_Details
Leases (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Leases, Operating [Abstract] | |||
2015 | $6,313 | ||
2016 | 4,640 | ||
2017 | 2,928 | ||
2018 | 732 | ||
Total future minimum lease payments | 14,613 | ||
Rental expense | $6,606 | $2,481 | $1,994 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating segments | 3 | ||||||||||
Gathering Revenue - Related Party: | $42,400 | $35,770 | $27,811 | $24,106 | $21,916 | $18,998 | $12,080 | $12,632 | $130,087 | $65,626 | $42,597 |
Net Income (Loss): | 23,027 | 19,318 | 13,032 | 9,450 | 10,852 | 10,311 | 2,135 | 4,826 | 64,827 | 28,124 | 19,944 |
Depreciation Expense | 2,225 | 1,808 | 1,679 | 1,618 | 1,611 | 1,544 | 1,386 | 1,284 | 7,330 | 5,825 | 3,438 |
Expenditures for Segment Assets: | 269,686 | 130,924 | 121,173 | ||||||||
Segment Assets: | 686,804 | 409,264 | 686,804 | 409,264 | |||||||
Anchor Systems | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Gathering Revenue - Related Party: | 112,904 | 63,761 | 41,229 | ||||||||
Net Income (Loss): | 58,870 | 29,243 | 20,500 | ||||||||
Depreciation Expense | 5,238 | 4,173 | 2,463 | ||||||||
Expenditures for Segment Assets: | 119,949 | 101,175 | 86,421 | ||||||||
Segment Assets: | 430,350 | 316,149 | 430,350 | 316,149 | |||||||
Growth Systems | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Gathering Revenue - Related Party: | 9,745 | 1,492 | 1,368 | ||||||||
Net Income (Loss): | 2,956 | -969 | -287 | ||||||||
Depreciation Expense | 1,952 | 1,616 | 954 | ||||||||
Expenditures for Segment Assets: | 33,498 | 20,069 | 23,449 | ||||||||
Segment Assets: | 119,550 | 60,793 | 119,550 | 60,793 | |||||||
Additional Systems | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Gathering Revenue - Related Party: | 6,202 | 0 | 0 | ||||||||
Net Income (Loss): | 2,504 | -279 | -218 | ||||||||
Depreciation Expense | 1 | 0 | 0 | ||||||||
Expenditures for Segment Assets: | 105,737 | 824 | 179 | ||||||||
Segment Assets: | 136,904 | 4,033 | 136,904 | 4,033 | |||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Gathering Revenue - Related Party: | 1,236 | 373 | 0 | ||||||||
Net Income (Loss): | 497 | 129 | -51 | ||||||||
Depreciation Expense | 139 | 36 | 21 | ||||||||
Expenditures for Segment Assets: | 10,502 | 8,856 | 11,124 | ||||||||
Segment Assets: | $0 | $28,289 | $0 | $28,289 |
Schedule_of_Revolving_Credit_F
Schedule of Revolving Credit Facility (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ||
Credit facility due September 30, 2019 | $31,300 | $0 |
Credit facility interest rate | 0.00% | 0.00% |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Credit facility due September 30, 2019 | $31,300 | $0 |
Credit facility interest rate | 0.00% | 0.00% |
Revolving_Credit_Facility_Narr
Revolving Credit Facility Narrative (Details) (Revolving Credit Facility, USD $) | 0 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Revolving credit facility | $250,000,000 | |
Debt instrument term | 5 years | |
Debt Covenant, funded debt to EBITDA ratio, non-acquisition period | 5 | |
Debt Covenant, funded debt to EBITDA ratio, acquisition period | 5.5 | |
Interest expense ratio | 3 | |
Debt Issuance Cost | 800,000 | |
Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Federal funds rate | 0.50% | |
Base Rate, London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Federal funds rate | 1.00% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee percentage | 0.15% | |
Minimum | LIBOR plus 1% | ||
Debt Instrument [Line Items] | ||
Federal funds rate | 0.13% | |
Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Federal funds rate | 1.13% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee percentage | 0.35% | |
Maximum | LIBOR plus 1% | ||
Debt Instrument [Line Items] | ||
Federal funds rate | 1.00% | |
Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Federal funds rate | 2.00% |
Revolving_Credit_Facility_Matu
Revolving Credit Facility Maturities (Details) (Revolving Credit Facility, USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
2015 | $0 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 31,300 |
Thereafter | 0 |
Total | $31,300 |
Supplemental_Quarterly_Financi2
Supplemental Quarterly Financial Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue | |||||||||||
Gathering Revenue | $42,400 | $35,770 | $27,811 | $24,106 | $21,916 | $18,998 | $12,080 | $12,632 | $130,087 | $65,626 | $42,597 |
Other Income | 85 | 0 | 0 | 0 | 85 | 0 | 0 | ||||
Total Revenue | 42,485 | 35,770 | 27,811 | 24,106 | 21,916 | 18,998 | 12,080 | 12,632 | 130,172 | 65,626 | 42,597 |
Expenses | |||||||||||
Operating Expense | 14,554 | 12,938 | 11,975 | 11,976 | 8,952 | 6,685 | 8,010 | 6,197 | |||
General and Administrative Expense | 2,679 | 1,706 | 1,125 | 1,062 | 501 | 458 | 549 | 325 | |||
Depreciation Expense | 2,225 | 1,808 | 1,679 | 1,618 | 1,611 | 1,544 | 1,386 | 1,284 | 7,330 | 5,825 | 3,438 |
Total Expense | 19,458 | 16,452 | 14,779 | 14,656 | 11,064 | 8,687 | 9,945 | 7,806 | 65,345 | 37,502 | 22,653 |
Net Income | $23,027 | $19,318 | $13,032 | $9,450 | $10,852 | $10,311 | $2,135 | $4,826 | $64,827 | $28,124 | $19,944 |
Net income per limited partner unit: | |||||||||||
Net Income per Limited Partner Unit - Basic | $0.26 | $0.26 | |||||||||
Net Income per Limited Partner Unit - Diluted | $0.26 | $0.26 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event, USD $) | 0 Months Ended |
Jan. 22, 2015 | |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash distribution declared to Parnership's unitholders | $0.21 |