Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 17, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | CONE Midstream Partners LP | ||
Entity Central Index Key | 1,610,418 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
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 | $ 356.2 | ||
Common Units | |||
Entity Common Stock, Shares Outstanding | 29,180,217 | ||
Subordinated Units | |||
Entity Common Stock, Shares Outstanding | 29,163,121 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Revenue | ||||
Gathering Revenue — Related Party | $ 203,423 | $ 130,087 | $ 65,626 | |
Other Income | 0 | 85 | 0 | |
Total Revenue | 203,423 | 130,172 | 65,626 | |
Expenses | ||||
Operating Expense — Third Party | 28,987 | 27,371 | 13,175 | |
Operating Expense — Related Party | 29,937 | 24,072 | 16,669 | |
General and Administrative Expense — Third Party | 4,444 | 1,822 | 219 | |
General and Administrative Expense — Related Party | 8,636 | 4,726 | 1,614 | |
Depreciation Expense | 15,053 | 7,330 | 5,825 | |
Interest Expense | 835 | 24 | 0 | |
Total Expense | 87,892 | 65,345 | 37,502 | |
Net Income | 115,531 | 64,827 | 28,124 | |
Less: Net Income Attributable to Noncontrolling Interest | 44,284 | 7,858 | 0 | |
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP | 71,247 | 56,969 | $ 28,124 | |
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP | [1] | 71,247 | 15,378 | |
Less: General Partner Interest in Net Income | 1,425 | 308 | ||
Limited Partner Interest in Net Income | $ 69,822 | $ 15,070 | ||
Net Income per Limited Partner Unit - Basic (in dollars per share) | $ 1.20 | $ 0.26 | ||
Net Income per Limited Partner Unit - Diluted (in dollars per share) | $ 1.20 | $ 0.26 | ||
Limited Partner Units Outstanding - Basic (in units) | 58,326 | 58,326 | ||
Limited Partner Unit Outstanding - Diluted (in units) | 58,340 | 58,326 | ||
[1] | In 2014, the amount reflects only the general and limited partner interest in net income since the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $ 217 | $ 3,252 |
Receivables — Related Party | 36,418 | 58,749 |
Inventory | 18,916 | 0 |
Prepaid Expenses | 1,873 | 1,280 |
Other Current Assets | 164 | 164 |
Total Current Assets | 57,588 | 63,445 |
Property and Equipment: | ||
Property and Equipment | 897,918 | 639,735 |
Less — Accumulated Depreciation | 31,609 | 16,989 |
Property and Equipment — Net | 866,309 | 622,746 |
Other Non-Current Assets | 528 | 613 |
TOTAL ASSETS | 924,425 | 686,804 |
Current Liabilities: | ||
Accounts Payable | 46,155 | 70,635 |
Accounts Payable — Related Party | 1,628 | 2,106 |
Total Current Liabilities | 47,783 | 72,741 |
Other Liabilities: | ||
Revolving Credit Facility | 73,500 | 31,300 |
Total Liabilities | 121,283 | 104,041 |
Partners' Capital: | ||
Capital Attributable to CONE Midstream Partners LP | 313,110 | 293,555 |
Noncontrolling Interest | 490,032 | 289,208 |
Total Partners' Capital | 803,142 | 582,763 |
TOTAL LIABILITIES AND PARTNERS' CAPITAL | 924,425 | 686,804 |
Common Units | ||
Partners' Capital: | ||
Partners' Capital: Common Units - (29,163,121 Units Issued and Outstanding at December 31, 2015 and 2014); Subordinated Units (29,163,121 Units Issued and Outstanding at December 31, 2015 and 2014) | 399,399 | 389,612 |
Subordinated Units | ||
Partners' Capital: | ||
Partners' Capital: Common Units - (29,163,121 Units Issued and Outstanding at December 31, 2015 and 2014); Subordinated Units (29,163,121 Units Issued and Outstanding at December 31, 2015 and 2014) | (82,900) | (92,285) |
General Partner | ||
Partners' Capital: | ||
General Partner Interest | $ (3,389) | $ (3,772) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common Units | ||
Common units issued | 29,163,121 | 29,163,121 |
Common units outstanding | 29,163,121 | 29,163,121 |
Subordinated Units | ||
Common units issued | 29,163,121 | 29,163,121 |
Common units outstanding | 29,163,121 | 29,163,121 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital and Parent Net Investment - 12 months ended Dec. 31, 2015 - USD ($) $ in Thousands | Total | Partners' CapitalLimited PartnersCommon Units | Partners' CapitalLimited PartnersSubordinated Units | Partners' CapitalGeneral Partner | Capital Attributable to Partners | Noncontrolling Interest | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net Income | $ 115,531 | $ 34,911 | $ 34,911 | $ 1,425 | $ 71,247 | $ 44,284 | |
Investment by Partners | [1] | 156,540 | 156,540 | ||||
Distribution of Proceeds | (52,094) | (25,526) | (25,526) | (1,042) | (52,094) | ||
Partners' capital, beginning balance at Dec. 31, 2014 | 582,763 | 389,612 | (92,285) | (3,772) | 293,555 | 289,208 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Unit Based Compensation | 402 | 402 | 402 | ||||
Partners' capital, ending balance at Dec. 31, 2015 | $ 803,142 | $ 399,399 | $ (82,900) | $ (3,389) | $ 313,110 | $ 490,032 | |
[1] | Investment includes an outstanding cash calls as of December 31, 2015 and 2014. See Note 6 — Receivables - Related Party. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | |||
Net Income | $ 115,531 | $ 64,827 | $ 28,124 |
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: | |||
Depreciation Expense and Amortization of Debt Issuance Costs | 15,217 | 7,330 | 5,825 |
Gain on Disposition of Equipment | 0 | (85) | 0 |
Unit Based Compensation | 402 | 0 | 0 |
Changes in Operating Assets: | |||
Receivables — Related Party | (3,148) | (9,029) | (5,654) |
Inventory | (2,284) | 0 | 0 |
Prepaid Expenses | (663) | (1,280) | 50 |
Non-Current Assets | (10) | 0 | 0 |
Changes in Operating Liabilities: | |||
Accounts Payable | (8,670) | 23,806 | 5,760 |
Accounts Payable — Related Party | (358) | (875) | 409 |
Net Cash Provided by Operating Activities | 116,017 | 84,694 | 34,514 |
Cash Flows from Investing Activities: | |||
Capital Expenditures | (291,211) | (269,686) | (130,924) |
Proceeds on Sale of Equipment | 0 | 85 | 0 |
Net Cash Used in Investing Activities | (291,211) | (269,601) | (130,924) |
Cash Flows from Financing Activities: | |||
Investments by Partners and Noncontrolling Interest Holders | 182,053 | 146,626 | 95,000 |
Proceeds from Issuance of Common Units, Net of Offering Costs | 0 | 413,005 | 0 |
Distribution of Proceeds | 0 | (407,971) | 0 |
Distribution to Unitholders | (52,094) | 0 | 0 |
Payment of Revolver Fees | 0 | (777) | 0 |
Proceeds from Revolver | 42,200 | 31,300 | 0 |
Net Cash Provided by Financing Activities | 172,159 | 182,183 | 95,000 |
Net Decrease in Cash and Cash Equivalents | (3,035) | (2,724) | (1,410) |
Cash and Cash Equivalents at Beginning of Period | 3,252 | 5,976 | 7,386 |
Cash and Cash Equivalents at End of Period | 217 | 3,252 | 5,976 |
Cash paid during the period for: | |||
Interest | $ 572 | $ 0 | $ 0 |
Description of Business and Ini
Description of Business and Initial Public Offering | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Initial Public Offering | DESCRIPTION OF BUSINESS AND INITIAL PUBLIC OFFERING 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 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 operating segments 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 would require substantial expansion capital expenditures to materially increase production, the substantial majority of which would be funded by our Sponsors in proportion to their 95% 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. 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 all 2,625,000 common units of the underwriters' 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 $408.0 million . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Reporting Requirements 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. 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 Securities and Exchange Commission's ("SEC") 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 from the date of our initial public offering, although we will lose that status sooner if: • we have more than $1.0 billion of revenues in a fiscal year; • the limited partner interests held by non-affiliates have a market value of more than $700 million; or • we issue more than $1.0 billion 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, is and 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 controlled 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. 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. Cash Cash includes cash on hand and on deposit at banking institutions. Receivables Receivables are recorded at the invoiced amount and do not bear interest. When applicable, 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. Inventory Inventory is stated at the lower of cost or market and consists entirely of pipe purchased for a delayed pipeline project in the Growth System, in which our Sponsors maintain a 95% noncontrolling interest. Cost was determined primarily under the specific identification method. The Partnership expects the pipe will either be used in an alternative project or sold to a third party. Fair Value Measurement The Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long‑lived assets). The fair value is the price that we estimate would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize input to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The carrying values on our balance sheet of our current assets, current liabilities and revolving credit facility approximate fair values due to their short maturities. 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. Property and equipment is depreciated using the straight-line method over the estimated useful lives or lease terms of the assets. 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 a gain or loss. The Partnership did not retire or dispose of any assets 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. 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. The Partnership did not record any impairments during the periods presented. Environmental Matters We are subject to various federal, state and local laws and regulations relating to the protection of the environment. 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 related 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. Asset Retirement Obligations 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. Variable Interest Entities The Anchor, Growth and Additional Limited Partnerships (the "Limited Partnerships"), which are variable interest entities, 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. Equity Compensation Equity compensation expense for all unit-based compensation awards is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification. We recognize these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the award's vesting term. See Note 14–Long Term Incentive Plan for further discussion. Income Taxes Our operations as a limited partnership, and our Predecessor, as 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 in the consolidated financial statements. Cash Distributions Our partnership agreement requires that we distribute all of our available cash within 45 days after the end of each quarterly period to unitholders of record on the applicable record date. 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 Per Unit Target Amount Unitholders General Partner Minimum Quarterly Distribution $0.2125 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 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. Subordination Period Except as described below, the subordination period began on the closing date of the IPO and will extend until the first business day following the distribution of available cash in respect of any quarter beginning after September 30, 2017, that each of the following tests are met: • distributions of available cash from operating surplus on each of the outstanding common units and subordinated units and the corresponding distributions on the 2% general partner interest equaled or exceeded $0.85 (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date; • the adjusted operating surplus (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $0.85 (the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units and the corresponding distributions on the 2% general partner interest during those periods on a fully diluted basis; and • there are no arrearages in payment of the minimum quarterly distribution on the common units. Early Termination of the Subordination Period The subordination period will automatically terminate on the first business day following the distribution of available cash in respect of any quarter that each of the following tests are met: • distributions of available cash from operating surplus on each of the outstanding common units and subordinated units and the corresponding distributions on the 2% general partner interest equaled or exceeded $1.275 ( 150% of the annualized minimum quarterly distribution), plus the related distributions on the incentive distribution rights, for the four-quarter period immediately preceding that date; • the adjusted operating surplus (as defined below) generated during the four-quarter period immediately preceding that date equaled or exceeded the sum of (i) $1.275 ( 150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units and the corresponding distributions on the 2% general partner interest during that period on a fully diluted basis and (ii) the corresponding distributions on the incentive distribution rights; and • there are no arrearages in payment of the minimum quarterly distribution on the common units. Expiration of the Subordination Period When the subordination period ends, each outstanding subordinated unit will convert into one common unit and will thereafter participate pro rata with the other common units in distributions of available cash. Adjusted Operating Surplus Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes net drawdowns of reserves of cash established in prior periods. Adjusted operating surplus for a period consists of: • operating surplus generated with respect to that period; less • any net increase in working capital borrowings with respect to that period; less • any net decrease in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus • any net decrease in working capital borrowings with respect to that period; plus • any net decrease made in subsequent periods to cash reserves for operating expenditures initially established with respect to that period to the extent such decrease results in a reduction in adjusted operating surplus in subsequent periods; plus • any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium. Incentive Distribution Rights ("IDRs") 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. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current reporting classifications with no effect on previously reported net income or partners' capital. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 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 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. In August 2015, the FASB issued a standard to delay the effective date by one year. In accordance with this delay, the new standard is effective for annual reporting periods beginning after December 15, 2018, with the option to adopt as early as annual reporting periods beginning after December 15, 2016. We are currently evaluating the method of adoption and impact that this new standard will have on our financial statements. In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The ASU will be effective for annual reporting periods beginning after December 15, 2015, including interim periods therein. The Partnership believes adoption of this new standard will not have a material impact on the Partnership's financial statements. In April 2015, the FASB issued ASU 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions". ASU 2015-06 specifies that for purposes of calculating historical earnings per unit under the two-class method, the earnings or losses of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners, which is typically the earnings per unit measure presented in the financial statements, would not change as a result of the dropdown transaction. This ASU is effective for annual and interim reporting periods beginning after December 15, 2015 and is required to be applied retrospectively. The Partnership believes adoption of this new standard will not have a material impact on the Partnership's financial statements. In April 2015, the FASB issued ASU 2015-03 "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which attempted to simplify the presentation of debt issuance costs by requiring that such costs be presented as a deduction from the corresponding debt liability. In August 2015, the FASB issued ASU No. 2015-15 "Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements", which clarified ASU 2015-03 as it relates to line-of-credit arrangements. ASU 2015-15 states that the SEC staff would not object to an entity's decision to continue to present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Because this is how the Partnership has historically accounted for debt issuance costs, adoption of this standard will not have any impact on reported results or disclosures. In July 2015, the FASB issued ASU 2015-11 "Simplifying the Measurement of Inventory (Topic 330)". The guidance is part of the “Simplification Initiative” to identify and re-evaluate areas where the generally accepted accounting principles may be complex and cumbersome to apply. The guidance will require that inventory be stated at the lower of cost and net realizable value as opposed to the lower of cost or market. Net realizable value is the estimated selling price for the inventory less completion, disposal and transportation costs. The guidance becomes effective for fiscal years beginning after December 15, 2016; however, the Partnership early adopted this new standard in the current year, which had no impact on the Partnership's financial statements. |
Net Income per Limited Partner
Net Income per Limited Partner and General Partner Interest | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income per Limited Partner and General Partner Interest | NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST We allocate 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 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. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into common units. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. There were 20,055 phantom units that were not included in the calculation for the twelve months ended December 31, 2015 because the effect would have been antidilutive. The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated partner units: December 31, (all amounts in thousands, except per unit information) 2015 2014 Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP (*) $ 71,247 $ 15,378 Less: General Partner Interest in Net Income 1,425 308 Limited Partner Interest in Net Income $ 69,822 $ 15,070 Net Income Allocable to Common Units $ 34,911 $ 7,535 Net Income Allocable to Subordinated Units 34,911 7,535 Limited Partner Interest in Net Income $ 69,822 $ 15,070 Weighted Average Limited Partner Units Outstanding — Basic Common Units 29,163 29,163 Subordinated Units 29,163 29,163 Total 58,326 58,326 Weighted Average Limited Partner Units Outstanding — Diluted Common Units 29,177 29,163 Subordinated Units 29,163 29,163 Total 58,340 58,326 Net Income Per Limited Partner Unit — Basic and Diluted Common Units $ 1.20 $ 0.26 Subordinated Units $ 1.20 $ 0.26 (*) Includes 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, 2015 | |
Related Party Transactions [Abstract] | |
Related Party | RELATED PARTY In the ordinary course of business, the Partnership has transactions with related parties that result in affiliate transactions. Related parties during each of the periods presented included CONSOL and certain of its subsidiaries and Noble Energy, to whom we provide natural gas gathering and compression services. Transactions with related parties, other than certain transactions with CONSOL and Noble Energy 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 $14.0 million , $11.8 million and $10.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Additionally, included in operating expense - related party were $15.9 million , $12.3 million , and $6.7 million of electrically-powered compression, which was reimbursed from the Sponsors pursuant to their respective Gathering Agreements for the years ended December 31, 2015 , 2014 and 2013 , respectively. During the year ended December 31, 2015, the Partnership sold $2.2 million of supply inventory to CONSOL. The Partnership purchased supply inventory from a CONSOL subsidiary, which totaled $3.9 million, and $4.3 million for the years ended December 31, 2014 , and 2013 , respectively, and were included in operating expenses - related party. Sponsor-related charges within general and administrative expense - related party consisted of the following: For the Years Ended December 31, (dollars in thousands) 2015 2014 2013 CONSOL $ 8,083 $ 4,629 $ 1,614 Noble Energy 553 97 — Total General and Administrative Expense — Related Party $ 8,636 $ 4,726 $ 1,614 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 prepares and submits for our approval a maintenance, operating and capital budget on an annual basis. CONSOL submits actual expenditures for reimbursement on a monthly basis, and we reimburse CONSOL for any direct third-party costs 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, which has an initial term of 20 years, 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. Under the CNX Gas Gathering Agreement, the Partnership charges a fee based on the type and scope of midstream services provided that is subject to either annual mutually-agreed recalculated rates or a 2.5% escalation beginning January 1, 2016. During the periods following the IPO, for the services provided (a) with respect to natural gas that does not require downstream processing, the Partnership received a fee of $0.40 per MMBtu, (b) with respect to the natural gas that requires downstream processing, the Partnership received a fee of $0.55 per MMBtu, except in the Pittsburgh International Airport and Moundsville (Marshall County, West Virginia) areas, where the fee was $0.275 per MMBtu and (c) with respect to condensate, the Partnership received a fee of $5.00 per Bbl in the Majorsville area and $2.50 per Bbl in the Moundsville area. Each of these rates increased by 2.5% on January 1, 2016. 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, effective September 30, 2019, 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. 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, which has an initial term of 20 years, 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. Under the NBL Gas Gathering Agreement, the Partnership charges a fee based on the type and scope of midstream services provided that is subject to either annual mutually-agreed recalculated rates or a 2.5% % escalation beginning January 1, 2016. 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 Pittsburgh International Airport and Moundsville (Marshall County, West Virginia) areas, 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. Each of these rates increased by 2.5% on January 1, 2016. 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, effective September 30, 2019, 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. 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, for which we will reimburse them for allocable salary, benefits, insurance, payroll taxes and other employment expenses related to the seconded employee. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | CONCENTRATION OF CREDIT RISK The Sponsors accounted for all of the Partnership’s gathering revenue in the years ended December 31, 2015 , 2014 and 2013 . Revenues attributable to each Sponsor were as follows (in thousands): For the Years Ended December 31, 2015 2014 2013 CONSOL $ 103,678 $ 66,133 $ 33,538 Noble Energy 99,745 63,954 32,088 Total Gathering Revenue $ 203,423 $ 130,087 $ 65,626 |
Receivables - Related Party
Receivables - Related Party | 12 Months Ended |
Dec. 31, 2015 | |
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 at December 31 (in thousands): 2015 2014 Gathering Fees: CONSOL $ 10,221 $ 7,732 Noble Energy 19,246 13,697 Contributions Receivable: CONSOL 3,360 16,141 Noble Energy 3,360 18,866 Other: CONE Gathering LLC 231 2,313 Total Receivables — Related Party $ 36,418 $ 58,749 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31 (in thousands): 2015 2014 Estimated Useful Lives in Years Land $ 76,755 $ 47,701 N/A Gathering equipment 561,642 298,897 25 — 40 Compression equipment 122,705 91,585 30 — 40 Processing equipment 30,979 30,979 40 Assets under construction 105,837 170,573 N/A Total Property and Equipment $ 897,918 $ 639,735 Less: Accumulated Depreciation Gathering equipment $ 21,130 $ 9,848 Compression equipment 6,998 4,486 Processing equipment 3,481 2,655 Total Accumulated Depreciation $ 31,609 $ 16,989 Property and Equipment, Net $ 866,309 $ 622,746 |
Accounts Payable - Related Part
Accounts Payable - Related Party | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable- Related Party | ACCOUNTS PAYABLE - RELATED PARTY Related party payables consisted of the following at December 31 (in thousands): 2015 2014 Accounts Payable — Related Party Expense Reimbursement to CONSOL $ 1,173 $ 1,016 Capital Expenditure Reimbursement to CNX Gas 2 561 Services Provided by CONSOL 402 432 Services Provided by Noble Energy 51 97 Total Accounts Payable — Related Party $ 1,628 $ 2,106 |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | REVOLVING CREDIT FACILITY In connection with 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 is 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 0.125% to 1.00% depending on our most recent consolidated total leverage ratio or our credit rating; or • the LIBOR rate plus a margin varying from 1.125% 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 is payable quarterly. Interest on LIBOR loans is 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 is 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, the most important of which are as follows: • 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), 5.0 to 1.0 and (B) during a qualified acquisition period, 5.5 to 1.0 We define this as our consolidated leverage ratio which is calculated as the total amount outstanding on our credit facility divided by EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP. The Partnership met the requirements of this financial covenant for the year ended December 31, 2015. • 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 3.0 to 1.0. We define this as our consolidated interest coverage ratio which is calculated as EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP divided by total interest charges. The Partnership met the requirements of this financial covenant for the year ended December 31, 2015. The outstanding balance of our revolving credit facility and interest rates on the amounts drawn from our revolver consist of the following (dollars in thousands): December 31, December 31, 2015 2014 Debt Interest Rate (1) Debt Interest Rate (2) Credit Facility, Due September 30, 2019 $ 73,500 2.18 % $ 31,300 3.75 % (1) The weighted average annual interest rate consists of JP Morgan's prime rate and LIBOR rate, plus a margin as described above. (2) Borrowings accrued interest at JP Morgan’s prime rate, plus a margin as described above. As of December 31, 2015 , we had outstanding debt issuance costs of $ 0.6 million, net of accumulated amortization, which were incurred in connection with the issuance of our credit facility. The debt issuance costs are being amortized in interest expense through September 30, 2019, which is the maturity date of the credit facility. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION As of December 31, 2015 , we had a receivable of $6.7 million related to Sponsor partners' investments. As of December 31, 2014 , we had receivables of $16.1 million and $18.9 million related to partners' investments from CONSOL and Noble Energy, respectively. Additionally, we had a receivable from CONE Gathering LLC related to capital expenditures of $ 2.3 million as of December 31, 2014 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES At December 31, 2015, CONE Gathering has $2.9 million of surety bonds outstanding that secure financial obligations for environmental, road maintenance and various other items which are not reflected on the consolidated balance sheet. Since we intend to satisfy the obligations to which the surety bonds relate in the normal course of business, management believes they will expire without being funded. 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, 2015 | |
Leases, Operating [Abstract] | |
Leases | LEASES We have entered into various non-cancelable operating leases primarily related to compression facilities. Future minimum lease payments under operating leases as of December 31, 2015 are as follows (in thousands): (thousands) Minimum Lease Payments 2016 $ 4,909 2017 3,032 2018 736 $ 8,677 Rental expense under operating leases was $9.2 million, $6.6 million and $2.5 million for the years ended December 31, 2015 , 2014 , and 2013 respectively. These expenses are included within operating expense - third party on our consolidated statement of operations. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
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. The Partnership has three operating segments, which are also its reportable segments - the Anchor Systems, Growth Systems and Additional Systems. See Note 1 - Description of Business and Initial Public Offering 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, 2015 2014 2013 Gathering Revenue - Related Party: Anchor Systems $ 156,274 $ 112,904 $ 63,761 Growth Systems 13,435 9,745 1,492 Additional Systems 33,714 6,202 — Other (*) — 1,236 373 Total Gathering Revenue - Related Party $ 203,423 $ 130,087 $ 65,626 Net Income (Loss): Anchor Systems $ 93,529 $ 58,870 $ 29,243 Growth Systems 4,854 2,956 (969 ) Additional Systems 17,148 2,504 (279 ) Other (*) — 497 129 Total Net Income $ 115,531 $ 64,827 $ 28,124 (*) 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, 2015 2014 2013 Depreciation Expense: Anchor Systems $ 10,717 $ 5,238 $ 4,173 Growth Systems 1,948 1,952 1,616 Additional Systems 2,388 1 — Other (*) — 139 36 Total Depreciation Expense $ 15,053 $ 7,330 $ 5,825 Capital Expenditures for Segment Assets: Anchor Systems $ 149,518 $ 119,949 $ 101,175 Growth Systems 22,058 33,498 20,069 Additional Systems 119,635 105,737 824 Other (*) — 10,502 8,856 Total Capital Expenditures $ 291,211 $ 269,686 $ 130,924 (*) 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, Segment Assets: Anchor Systems $ 567,132 $ 430,350 Growth Systems 102,249 119,550 Additional Systems 255,044 136,904 Total Segment Assets $ 924,425 $ 686,804 |
Long-Term Incentive Plan
Long-Term Incentive Plan | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Long-Term Incentive Plan | LONG-TERM INCENTIVE PLAN Under the CONE Midstream Partners LP 2014 Long-Term Incentive Plan (our “LTIP”), the Partnership's general partner may issue long-term equity based awards to directors, officers and employees of the general partner or its affiliates, or to any consultants, affiliates of our general partner or other individuals who perform services on behalf of the Partnership. Such awards are intended to compensate the recipients thereof for their continued service during the vesting period based on the market performance of the Partnership's common units and align their long-term interests with those of unitholders. The Partnership is responsible for the cost of awards granted under the LTIP. All determinations with respect to awards to be made under the LTIP will be made by the board of directors of the 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. To the extent that phantom units are awarded, which are similar to restricted stock grants by a C-corporation, the value of vested phantom units may be paid in common units or an amount of cash equal to the fair market value of a unit based on the grant date. It is currently management's intent to settle any vested phantom units in common units. 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 canceled, 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. No awards were granted during 2014. During 2015, the Partnership's general partner granted 33,697 equity-based phantom units, of which 32,070 equity-based phantom units were still outstanding on December 31, 2015 , to independent directors, an officer of the Partnership and to several employees of CONSOL who dedicate a substantial portion of their time to the Partnership at a weighted average fair value of $19.98 . The awards issued to the independent directors vest over a period of one year, and the awards granted to the officer and employees of the general partner vest 33% per year over a period of three years. The Partnership accounts for phantom units as equity awards and records compensation expense based on the fair value of the awards at their grant date fair value. Based on the vesting schedules of all awards, the Partnership recognized $0.4 million of compensation expense for the twelve months ended December 31, 2015 , which is included in general and administrative expense - related party in the consolidated statements of operations. No awards vested during the year ended December 31, 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On January 22, 2016, the Board of Directors of CONE Midstream GP LLC, the general partner of CONE Midstream Partners, LP, declared a cash distribution to the Partnership’s unitholders for the fourth quarter of 2015 of $0.2362 per common and subordinated unit. The cash distribution was paid on February 12, 2016 to unitholders of record at the close of business on February 4, 2016. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The consolidated financial statements include the accounts of CONE Midstream Partners LP and all of its controlled subsidiaries. Transactions between the Partnership and its Sponsors have been identified in the consolidated financial statements as transactions between related parties |
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. |
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. |
Cash | Cash includes cash on hand and on deposit at banking institutions |
Receivables | Receivables are recorded at the invoiced amount and do not bear interest. When applicable, 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. |
Inventory | Inventory is stated at the lower of cost or market and consists entirely of pipe purchased for a delayed pipeline project in the Growth System, in which our Sponsors maintain a 95% noncontrolling interest. Cost was determined primarily under the specific identification method. The Partnership expects the pipe will either be used in an alternative project or sold to a third party. |
Fair Value Measurement | The Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long‑lived assets). The fair value is the price that we estimate would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize input to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The carrying values on our balance sheet of our current assets, current liabilities and revolving credit facility approximate fair values due to their short maturities. |
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. Property and equipment is depreciated using the straight-line method over the estimated useful lives or lease terms of the assets. 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 a gain or loss. The Partnership did not retire or dispose of any assets 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. 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. |
Environmental Matters | We are subject to various federal, state and local laws and regulations relating to the protection of the environment. 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 related 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. |
Asset Retirement Obligations | 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. |
Variable Interest Entities | The Anchor, Growth and Additional Limited Partnerships (the "Limited Partnerships"), which are variable interest entities, 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. |
Equity Compensation | Equity compensation expense for all unit-based compensation awards is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification. We recognize these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the award's vesting term. |
Income Taxes | Our operations as a limited partnership, and our Predecessor, as 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 in the consolidated financial statements. |
Cash Distribution, Subordinated Units, and Incentive Distribution Rights | Our partnership agreement requires that we distribute all of our available cash within 45 days after the end of each quarterly period to unitholders of record on the applicable record date. 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. 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 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. Subordination Period Except as described below, the subordination period began on the closing date of the IPO and will extend until the first business day following the distribution of available cash in respect of any quarter beginning after September 30, 2017, that each of the following tests are met: • distributions of available cash from operating surplus on each of the outstanding common units and subordinated units and the corresponding distributions on the 2% general partner interest equaled or exceeded $0.85 (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date; • the adjusted operating surplus (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $0.85 (the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units and the corresponding distributions on the 2% general partner interest during those periods on a fully diluted basis; and • there are no arrearages in payment of the minimum quarterly distribution on the common units. Early Termination of the Subordination Period The subordination period will automatically terminate on the first business day following the distribution of available cash in respect of any quarter that each of the following tests are met: • distributions of available cash from operating surplus on each of the outstanding common units and subordinated units and the corresponding distributions on the 2% general partner interest equaled or exceeded $1.275 ( 150% of the annualized minimum quarterly distribution), plus the related distributions on the incentive distribution rights, for the four-quarter period immediately preceding that date; • the adjusted operating surplus (as defined below) generated during the four-quarter period immediately preceding that date equaled or exceeded the sum of (i) $1.275 ( 150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units and the corresponding distributions on the 2% general partner interest during that period on a fully diluted basis and (ii) the corresponding distributions on the incentive distribution rights; and • there are no arrearages in payment of the minimum quarterly distribution on the common units. Expiration of the Subordination Period When the subordination period ends, each outstanding subordinated unit will convert into one common unit and will thereafter participate pro rata with the other common units in distributions of available cash. Adjusted Operating Surplus Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes net drawdowns of reserves of cash established in prior periods. Adjusted operating surplus for a period consists of: • operating surplus generated with respect to that period; less • any net increase in working capital borrowings with respect to that period; less • any net decrease in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus • any net decrease in working capital borrowings with respect to that period; plus • any net decrease made in subsequent periods to cash reserves for operating expenditures initially established with respect to that period to the extent such decrease results in a reduction in adjusted operating surplus in subsequent periods; plus • any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium. Incentive Distribution Rights ("IDRs") 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 FASB issued ASU 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 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. In August 2015, the FASB issued a standard to delay the effective date by one year. In accordance with this delay, the new standard is effective for annual reporting periods beginning after December 15, 2018, with the option to adopt as early as annual reporting periods beginning after December 15, 2016. We are currently evaluating the method of adoption and impact that this new standard will have on our financial statements. In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The ASU will be effective for annual reporting periods beginning after December 15, 2015, including interim periods therein. The Partnership believes adoption of this new standard will not have a material impact on the Partnership's financial statements. In April 2015, the FASB issued ASU 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions". ASU 2015-06 specifies that for purposes of calculating historical earnings per unit under the two-class method, the earnings or losses of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners, which is typically the earnings per unit measure presented in the financial statements, would not change as a result of the dropdown transaction. This ASU is effective for annual and interim reporting periods beginning after December 15, 2015 and is required to be applied retrospectively. The Partnership believes adoption of this new standard will not have a material impact on the Partnership's financial statements. In April 2015, the FASB issued ASU 2015-03 "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which attempted to simplify the presentation of debt issuance costs by requiring that such costs be presented as a deduction from the corresponding debt liability. In August 2015, the FASB issued ASU No. 2015-15 "Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements", which clarified ASU 2015-03 as it relates to line-of-credit arrangements. ASU 2015-15 states that the SEC staff would not object to an entity's decision to continue to present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Because this is how the Partnership has historically accounted for debt issuance costs, adoption of this standard will not have any impact on reported results or disclosures. In July 2015, the FASB issued ASU 2015-11 "Simplifying the Measurement of Inventory (Topic 330)". The guidance is part of the “Simplification Initiative” to identify and re-evaluate areas where the generally accepted accounting principles may be complex and cumbersome to apply. The guidance will require that inventory be stated at the lower of cost and net realizable value as opposed to the lower of cost or market. Net realizable value is the estimated selling price for the inventory less completion, disposal and transportation costs. The guidance becomes effective for fiscal years beginning after December 15, 2016; however, the Partnership early adopted this new standard in the current year, which had no impact on the Partnership's financial statements. |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Per Unit Target Amount Unitholders General Partner Minimum Quarterly Distribution $0.2125 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 Partne24
Net Income per Limited Partner and General Partner Interest (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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: December 31, (all amounts in thousands, except per unit information) 2015 2014 Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP (*) $ 71,247 $ 15,378 Less: General Partner Interest in Net Income 1,425 308 Limited Partner Interest in Net Income $ 69,822 $ 15,070 Net Income Allocable to Common Units $ 34,911 $ 7,535 Net Income Allocable to Subordinated Units 34,911 7,535 Limited Partner Interest in Net Income $ 69,822 $ 15,070 Weighted Average Limited Partner Units Outstanding — Basic Common Units 29,163 29,163 Subordinated Units 29,163 29,163 Total 58,326 58,326 Weighted Average Limited Partner Units Outstanding — Diluted Common Units 29,177 29,163 Subordinated Units 29,163 29,163 Total 58,340 58,326 Net Income Per Limited Partner Unit — Basic and Diluted Common Units $ 1.20 $ 0.26 Subordinated Units $ 1.20 $ 0.26 (*) Includes 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 (Tables)
Related Party (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Sponsor-related charges within general and administrative expense - related party consisted of the following: For the Years Ended December 31, (dollars in thousands) 2015 2014 2013 CONSOL $ 8,083 $ 4,629 $ 1,614 Noble Energy 553 97 — Total General and Administrative Expense — Related Party $ 8,636 $ 4,726 $ 1,614 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | Revenues attributable to each Sponsor were as follows (in thousands): For the Years Ended December 31, 2015 2014 2013 CONSOL $ 103,678 $ 66,133 $ 33,538 Noble Energy 99,745 63,954 32,088 Total Gathering Revenue $ 203,423 $ 130,087 $ 65,626 |
Receivables - Related Party (Ta
Receivables - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 at December 31 (in thousands): 2015 2014 Gathering Fees: CONSOL $ 10,221 $ 7,732 Noble Energy 19,246 13,697 Contributions Receivable: CONSOL 3,360 16,141 Noble Energy 3,360 18,866 Other: CONE Gathering LLC 231 2,313 Total Receivables — Related Party $ 36,418 $ 58,749 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at December 31 (in thousands): 2015 2014 Estimated Useful Lives in Years Land $ 76,755 $ 47,701 N/A Gathering equipment 561,642 298,897 25 — 40 Compression equipment 122,705 91,585 30 — 40 Processing equipment 30,979 30,979 40 Assets under construction 105,837 170,573 N/A Total Property and Equipment $ 897,918 $ 639,735 Less: Accumulated Depreciation Gathering equipment $ 21,130 $ 9,848 Compression equipment 6,998 4,486 Processing equipment 3,481 2,655 Total Accumulated Depreciation $ 31,609 $ 16,989 Property and Equipment, Net $ 866,309 $ 622,746 |
Accounts Payable - Related Pa29
Accounts Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Related Party Payables | Related party payables consisted of the following at December 31 (in thousands): 2015 2014 Accounts Payable — Related Party Expense Reimbursement to CONSOL $ 1,173 $ 1,016 Capital Expenditure Reimbursement to CNX Gas 2 561 Services Provided by CONSOL 402 432 Services Provided by Noble Energy 51 97 Total Accounts Payable — Related Party $ 1,628 $ 2,106 |
Revolving Credit Facility (Tabl
Revolving Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Revolving Credit Facility | The outstanding balance of our revolving credit facility and interest rates on the amounts drawn from our revolver consist of the following (dollars in thousands): December 31, December 31, 2015 2014 Debt Interest Rate (1) Debt Interest Rate (2) Credit Facility, Due September 30, 2019 $ 73,500 2.18 % $ 31,300 3.75 % (1) The weighted average annual interest rate consists of JP Morgan's prime rate and LIBOR rate, plus a margin as described above. (2) Borrowings accrued interest at JP Morgan’s prime rate, plus a margin as described above. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases, Operating [Abstract] | |
Future minimum lease payments | Future minimum lease payments under operating leases as of December 31, 2015 are as follows (in thousands): (thousands) Minimum Lease Payments 2016 $ 4,909 2017 3,032 2018 736 $ 8,677 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 Gathering Revenue - Related Party: Anchor Systems $ 156,274 $ 112,904 $ 63,761 Growth Systems 13,435 9,745 1,492 Additional Systems 33,714 6,202 — Other (*) — 1,236 373 Total Gathering Revenue - Related Party $ 203,423 $ 130,087 $ 65,626 Net Income (Loss): Anchor Systems $ 93,529 $ 58,870 $ 29,243 Growth Systems 4,854 2,956 (969 ) Additional Systems 17,148 2,504 (279 ) Other (*) — 497 129 Total Net Income $ 115,531 $ 64,827 $ 28,124 (*) 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, 2015 2014 2013 Depreciation Expense: Anchor Systems $ 10,717 $ 5,238 $ 4,173 Growth Systems 1,948 1,952 1,616 Additional Systems 2,388 1 — Other (*) — 139 36 Total Depreciation Expense $ 15,053 $ 7,330 $ 5,825 Capital Expenditures for Segment Assets: Anchor Systems $ 149,518 $ 119,949 $ 101,175 Growth Systems 22,058 33,498 20,069 Additional Systems 119,635 105,737 824 Other (*) — 10,502 8,856 Total Capital Expenditures $ 291,211 $ 269,686 $ 130,924 (*) 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, Segment Assets: Anchor Systems $ 567,132 $ 430,350 Growth Systems 102,249 119,550 Additional Systems 255,044 136,904 Total Segment Assets $ 924,425 $ 686,804 |
Description of Business and I33
Description of Business and Initial Public Offering - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||
Number of operating segments | segment | 3 | |||
Noncontrolling interest, percent | 95.00% | |||
General partner's ownership interest | 2.00% | |||
Net proceeds distributed to CONE Gathering from the IPO | $ | $ 0 | $ 407,971 | $ 0 | |
CONE Gathering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
General partner's ownership interest | 2.00% | |||
Interest received by Company, percent | 64.20% | |||
Net proceeds distributed to CONE Gathering from the IPO | $ | $ 408,000 | |||
Anchor Systems | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncontrolling interest, percent | 75.00% | |||
Growth Systems | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncontrolling interest, percent | 5.00% | |||
Additional Systems | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncontrolling interest, percent | 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 | $ / shares | $ 22 | |||
Common Units | CONE Gathering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Limited Partner units distributed to CONE Gathering from the IPO | 9,038,121 | |||
Common Units | Over-Allotment Option | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Units sold in public offering | 2,625,000 | |||
Subordinated Units | CONE Gathering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Limited Partner units distributed to CONE Gathering from the IPO | 29,163,121 |
Significant Accounting Polici34
Significant Accounting Policies - Narrative (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Schedule of Target Distributions [Line Items] | |
Emerging growth company maximum period | 5 years |
Emerging growth company maximum market value of limited partner interest held by non-affiliates | $ | $ 700,000,000 |
Emerging growth company maximum non-convertible debt issuable period | 3 years |
Noncontrolling interest | 95.00% |
Quarterly distribution to limited partner | $ 0.2125 |
Annual distribution to limited partner | $ 0.85 |
General partner's ownership interest | 2.00% |
Threshold for early termination of subordination period, annualized minimum quarterly distribution | $ 1.275 |
Threshold for early termination of subordination period, percent of annualized minimum quarterly distribution | 150.00% |
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 | $ 0.24438 |
Maximum | Second Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | 0.26563 |
Maximum | Third Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $ 0.31875 |
Significant Accounting Polici35
Significant Accounting Policies - Schedule of Target Distributions (Details) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $ 0.2125 |
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 | $ 0.2125 |
Minimum | Second Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | 0.24438 |
Minimum | Third Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | 0.26563 |
Minimum | Thereafter Distributions | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | 0.31875 |
Maximum | First Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | 0.24438 |
Maximum | Second Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | 0.26563 |
Maximum | Third Target Distribution | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $ 0.31875 |
Net Income per Limited Partne36
Net Income per Limited Partner and General Partner Interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Limited Partners' Capital Account [Line Items] | |||
Phantom units not included in net income per limited partner unit | 20,055 | ||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP | [1] | $ 71,247 | $ 15,378 |
Less: General Partner Interest in Net Income | 1,425 | 308 | |
Net Income (Loss) Allocated to Limited Partners | $ 69,822 | $ 15,070 | |
Weighted Average Limited Partner Units Outstanding — Basic | 58,326,000 | 58,326,000 | |
Weighted Average Limited Partner Units Outstanding — Diluted | 58,340,000 | 58,326,000 | |
Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Net Income (Loss) Allocated to Limited Partners | $ 34,911 | $ 7,535 | |
Weighted Average Limited Partner Units Outstanding — Basic | 29,163,000 | 29,163,000 | |
Weighted Average Limited Partner Units Outstanding — Diluted | 29,177,000 | 29,163,000 | |
Net Income Per Limited Partner Unit — Basic and Diluted | $ 1.20 | $ 0.26 | |
Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Net Income (Loss) Allocated to Limited Partners | $ 34,911 | $ 7,535 | |
Weighted Average Limited Partner Units Outstanding — Basic | 29,163,000 | 29,163,000 | |
Weighted Average Limited Partner Units Outstanding — Diluted | 29,163,000 | 29,163,000 | |
Net Income Per Limited Partner Unit — Basic and Diluted | $ 1.20 | $ 0.26 | |
[1] | In 2014, the amount reflects only the general and limited partner interest in net income since the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation |
Related Party (Details)
Related Party (Details) $ in Thousands | Sep. 30, 2014USD ($)$ / bbl$ / MMBTU | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Related Party Transaction [Line Items] | ||||
General and Administrative Expense — Related Party | $ 8,636 | $ 4,726 | $ 1,614 | |
Affiliated Entity | CONSOL Energy | ||||
Related Party Transaction [Line Items] | ||||
General and Administrative Expense — Related Party | 8,083 | 4,629 | 1,614 | |
Affiliated Entity | CONSOL Energy | Shared Service Agreement with CONSOL | ||||
Related Party Transaction [Line Items] | ||||
Charges for services | 14,000 | 11,800 | 10,000 | |
Affiliated Entity | CONSOL Energy | Sales Of Supply Inventory | ||||
Related Party Transaction [Line Items] | ||||
Supply inventory sold | 2,200 | |||
Affiliated Entity | CONSOL Energy | Administrative Services | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 600 | |||
Affiliated Entity | CONSOL Energy | Executive Administrative Services | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 600 | |||
Affiliated Entity | CONSOL Energy | Operational Service Agreement | ||||
Related Party Transaction [Line Items] | ||||
Term of agreement (in years) | 20 years | |||
Termination period to either party | 6 months | |||
Termination period | 180 days | |||
Maximum period to cure default | 45 days | |||
Affiliated Entity | CONSOL and Noble | Electrically-powered Compression Reimbursement | ||||
Related Party Transaction [Line Items] | ||||
Charges for services | 15,900 | 12,300 | 6,700 | |
Affiliated Entity | CONSOL Subsidiary | Purchases of Inventory | ||||
Related Party Transaction [Line Items] | ||||
Purchases of supply inventory | 3,900 | 4,300 | ||
Affiliated Entity | Noble Energy | ||||
Related Party Transaction [Line Items] | ||||
General and Administrative Expense — Related Party | $ 553 | $ 97 | $ 0 | |
Affiliated Entity | Noble Energy | Executive Administrative Services | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 200 | |||
Affiliated Entity | Noble Energy | NBL Gas Gathering Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Downstream Fees, Conditional Increase, Percent | 2.50% | |||
Downstream fees receivable (in dollars per MMBtu) | $ / MMBTU | 0.40 | |||
Fees receivable, excluding downstream (in dollars per MMBtu) | $ / MMBTU | 0.55 | |||
Affiliated Entity | Noble Energy | West Virgina | NBL Gas Gathering Agreement | ||||
Related Party Transaction [Line Items] | ||||
Fees receivable, excluding downstream (in dollars per MMBtu) | $ / MMBTU | 0.275 | |||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 2.50 | |||
Affiliated Entity | Noble Energy | Pennsylvania | NBL Gas Gathering Agreement | ||||
Related Party Transaction [Line Items] | ||||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 5 | |||
Affiliated Entity | CNX Gas | CNX Gas Gathering Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Downstream Fees, Conditional Increase, Percent | 2.50% | |||
Downstream fees receivable (in dollars per MMBtu) | $ / MMBTU | 0.40 | |||
Fees receivable, excluding downstream (in dollars per MMBtu) | $ / MMBTU | 0.55 | |||
Affiliated Entity | CNX Gas | West Virgina | CNX Gas Gathering Agreement | ||||
Related Party Transaction [Line Items] | ||||
Fees receivable, excluding downstream (in dollars per MMBtu) | $ / MMBTU | 0.275 | |||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 2.50 | |||
Affiliated Entity | CNX Gas | Pennsylvania | CNX Gas Gathering Agreement | ||||
Related Party Transaction [Line Items] | ||||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 5 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | |||
Gathering Revenue | $ 203,423 | $ 130,087 | $ 65,626 |
Revenue | Customer Concentration Risk | CONSOL Energy | |||
Concentration Risk [Line Items] | |||
Gathering Revenue | 103,678 | 66,133 | 33,538 |
Revenue | Customer Concentration Risk | Noble Energy | |||
Concentration Risk [Line Items] | |||
Gathering Revenue | $ 99,745 | $ 63,954 | $ 32,088 |
Receivables - Related Party (De
Receivables - Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | $ 36,418 | $ 58,749 |
Affiliated Entity | CONSOL Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 16,100 | |
Affiliated Entity | Noble Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 18,900 | |
Affiliated Entity | CONE Gathering LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 231 | 2,313 |
Affiliated Entity | Gathering Fees | CONSOL Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 10,221 | 7,732 |
Affiliated Entity | Gathering Fees | Noble Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 19,246 | 13,697 |
Affiliated Entity | Contribution Receivable | CONSOL Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | 3,360 | 16,141 |
Affiliated Entity | Contribution Receivable | Noble Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — Related Party | $ 3,360 | $ 18,866 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 897,918 | $ 639,735 |
Less — Accumulated Depreciation | 31,609 | 16,989 |
Property and Equipment, Net | 866,309 | 622,746 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 76,755 | 47,701 |
Gathering equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 561,642 | 298,897 |
Less — Accumulated Depreciation | $ 21,130 | 9,848 |
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 | $ 122,705 | 91,585 |
Less — Accumulated Depreciation | $ 6,998 | 4,486 |
Compression equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Compression equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 40 years | |
Processing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 30,979 | 30,979 |
Less — Accumulated Depreciation | $ 3,481 | 2,655 |
Estimated useful lives | 40 years | |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 105,837 | $ 170,573 |
Accounts Payable - Related Pa41
Accounts Payable - Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | $ 1,628 | $ 2,106 |
Expense Reimbursement to CONSOL | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 1,173 | 1,016 |
Capital Expenditure Reimbursement to CNX Gas | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 2 | 561 |
Services Provided by CONSOL | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 402 | 432 |
Services Provided by Noble Energy | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | $ 51 | $ 97 |
Schedule of Revolving Credit Fa
Schedule of Revolving Credit Facility (Details) - Revolving Credit Facility - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Long term line of credit | $ 73,500 | $ 31,300 |
Credit facility interest rate | 2.18% | 3.75% |
Revolving Credit Facility Narra
Revolving Credit Facility Narrative (Details) - Revolving Credit Facility | Sep. 30, 2014USD ($) | Dec. 31, 2015USD ($) |
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 | 5.50 | |
Interest expense ratio | 3 | |
Debt issuance costs | $ 600,000 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee percentage | 0.15% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee percentage | 0.35% | |
Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Base Rate, London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | |
London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.125% | |
London Interbank Offered Rate (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | |
LIBOR plus 1% | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.125% | |
LIBOR plus 1% | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% |
Supplemental Cash Flow Inform44
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Receivables — Related Party | $ 36,418 | $ 58,749 |
Affiliated Entity | CONSOL and Noble | ||
Related Party Transaction [Line Items] | ||
Receivables — Related Party | 6,700 | |
Affiliated Entity | CONSOL Energy | ||
Related Party Transaction [Line Items] | ||
Receivables — Related Party | 16,100 | |
Affiliated Entity | Noble Energy | ||
Related Party Transaction [Line Items] | ||
Receivables — Related Party | 18,900 | |
Affiliated Entity | CONE Gathering LLC | ||
Related Party Transaction [Line Items] | ||
Receivables — Related Party | $ 231 | $ 2,313 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2015USD ($) |
Surety Bond | |
Loss Contingencies [Line Items] | |
Surety bond outstanding | $ 2.9 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases, Operating [Abstract] | |||
2,016 | $ 4,909 | ||
2,017 | 3,032 | ||
2,018 | 736 | ||
Total future minimum lease payments | 8,677 | ||
Rental expense | $ 9,200 | $ 6,600 | $ 2,500 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 3 | ||
Gathering Revenue — Related Party | $ 203,423 | $ 130,087 | $ 65,626 |
Net Income (Loss): | 115,531 | 64,827 | 28,124 |
Depreciation Expense | 15,053 | 7,330 | 5,825 |
Capital Expenditures for Segment Assets: | 291,211 | 269,686 | 130,924 |
Segment Assets: | 924,425 | 686,804 | |
Anchor Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue — Related Party | 156,274 | 112,904 | 63,761 |
Net Income (Loss): | 93,529 | 58,870 | 29,243 |
Depreciation Expense | 10,717 | 5,238 | 4,173 |
Capital Expenditures for Segment Assets: | 149,518 | 119,949 | 101,175 |
Segment Assets: | 567,132 | 430,350 | |
Growth Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue — Related Party | 13,435 | 9,745 | 1,492 |
Net Income (Loss): | 4,854 | 2,956 | (969) |
Depreciation Expense | 1,948 | 1,952 | 1,616 |
Capital Expenditures for Segment Assets: | 22,058 | 33,498 | 20,069 |
Segment Assets: | 102,249 | 119,550 | |
Additional Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue — Related Party | 33,714 | 6,202 | 0 |
Net Income (Loss): | 17,148 | 2,504 | (279) |
Depreciation Expense | 2,388 | 1 | 0 |
Capital Expenditures for Segment Assets: | 119,635 | 105,737 | 824 |
Segment Assets: | 255,044 | 136,904 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue — Related Party | 0 | 1,236 | 373 |
Net Income (Loss): | 0 | 497 | 129 |
Depreciation Expense | 0 | 139 | 36 |
Capital Expenditures for Segment Assets: | $ 0 | $ 10,502 | $ 8,856 |
Long-Term Incentive Plan (Detai
Long-Term Incentive Plan (Details) - 2014 LTIP - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 1 year | |
Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Annual vesting percentage | 33.00% | |
Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Annual vesting percentage | 33.00% | |
Stock Compensation Plan | Common Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common units authorized | 5,800,000 | |
Phantom Share Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted during the period | 33,697 | 0 |
Phantom Share Units (PSUs) | Common Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of units outstanding | 32,070 | |
Common unit price at grant date | $ 19.98 | |
Unit based compensation | $ 0.4 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 22, 2016$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash distribution declared to Parnership's unitholders | $ 0.2362 |
Uncategorized Items - cnnx-2015
Label | Element | Value | |
Limited Liability Company (LLC) Members' Equity, Member Contributions | cnnx_LimitedLiabilityCompanyLLCMembersEquityMemberContributions | $ 138,626,000 | |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 41,591,000 | |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 23,236,000 | [1] |
Partners' Capital Account, Sale of Units | us-gaap_PartnersCapitalAccountSaleOfUnits | 413,005,000 | |
Members' Equity | us-gaap_MembersEquity | 368,074,000 | |
Limited Liability Company (LLC) Members' Equity, Distribution of Net Assets | cnnx_LimitedLiabilityCompanyLLCMembersEquityDistributionofNetAssets | 514,258,000 | |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 407,971,000 | |
Distribution Made to Limited Liability Company (LLC) Member, Asset Distribution | cnnx_DistributionMadetoLimitedLiabilityCompanyLLCMemberAssetDistribution | 34,033,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 40,235,000 | [2] |
AOCI Attributable to Parent [Member] | |||
Limited Liability Company (LLC) Members' Equity, Member Contributions | cnnx_LimitedLiabilityCompanyLLCMembersEquityMemberContributions | 138,626,000 | |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 41,591,000 | |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 15,378,000 | [1] |
Partners' Capital Account, Sale of Units | us-gaap_PartnersCapitalAccountSaleOfUnits | 413,005,000 | |
Members' Equity | us-gaap_MembersEquity | 368,074,000 | |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 407,971,000 | |
Distribution Made to Limited Liability Company (LLC) Member, Asset Distribution | cnnx_DistributionMadetoLimitedLiabilityCompanyLLCMemberAssetDistribution | 34,033,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | (253,115,000) | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 12,000,000 | [2] |
Noncontrolling Interest [Member] | |||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 7,858,000 | [1] |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 253,115,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 28,235,000 | [2] |
Parent Company [Member] | General Partner [Member] | |||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 308,000 | [1] |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 12,339,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 7,899,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 360,000 | [2] |
Common Units [Member] | Parent Company [Member] | Limited Partner [Member] | |||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 7,535,000 | [1] |
Partners' Capital Account, Sale of Units | us-gaap_PartnersCapitalAccountSaleOfUnits | 413,005,000 | |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 93,603,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 59,915,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 2,760,000 | [2] |
Subordinated Units [Member] | Parent Company [Member] | Limited Partner [Member] | |||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 7,535,000 | [1] |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 302,029,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 193,329,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | $ 8,880,000 | [2] |
[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 calls as of December 31, 2015 and 2014. See Note 6 — Receivables - Related Party. |