Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 16, 2017 | Jun. 30, 2016 | |
Entity Registrant Name | CONE Midstream Partners LP | ||
Entity Central Index Key | 1,610,418 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | $ 349.3 | ||
Common Units | |||
Entity Common Stock, Shares Outstanding | 34,367,580 | ||
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | |||
Gathering revenue — related party | $ 239,211 | $ 203,423 | $ 130,087 |
Other income | 0 | 0 | 85 |
Total Revenue | 239,211 | 203,423 | 130,172 |
Expenses | |||
Operating expense — third party | 30,405 | 28,987 | 27,371 |
Operating expense — related party | 29,771 | 29,937 | 24,072 |
General and administrative expense — third party | 5,174 | 4,444 | 1,822 |
General and administrative expense — related party | 10,656 | 8,636 | 4,726 |
Pipe revaluation | 10,083 | 0 | 0 |
Depreciation expense | 21,201 | 15,053 | 7,330 |
Interest expense | 1,799 | 835 | 24 |
Total Expense | 109,089 | 87,892 | 65,345 |
Net Income | 130,122 | 115,531 | 64,827 |
Less: Pre-IPO net income attributed to Predecessor | 0 | 0 | 41,591 |
Less: Net income attributable to noncontrolling interest | 33,636 | 44,284 | 7,858 |
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP | 96,486 | 71,247 | 15,378 |
Less: General partner interest in net income, including incentive distribution rights | 2,526 | 1,425 | 308 |
Limited partner interest in net income | $ 93,960 | $ 69,822 | $ 15,070 |
Net income per limited partner unit - Basic (in USD per unit) | $ 1.59 | $ 1.20 | $ 0.26 |
Net income per limited partner unit — Diluted (in USD per unit) | $ 1.58 | $ 1.20 | $ 0.26 |
Weighted average limited partner unit outstanding - Basic (in units) | 59,207 | 58,326 | 58,326 |
Weighted average limited partner units outstanding — Diluted (in units) | 59,289 | 58,340 | 58,326 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash | $ 6,421 | $ 217 |
Receivables — related party (Note 6) | 22,434 | 36,418 |
Inventory | 0 | 18,916 |
Other current assets | 2,181 | 2,037 |
Total Current Assets | 31,036 | 57,588 |
Property and Equipment: | ||
Property and Equipment | 930,732 | 897,918 |
Less — accumulated depreciation | 52,172 | 31,609 |
Property and Equipment — Net | 878,560 | 866,309 |
Other assets (Note 8) | 8,961 | 528 |
TOTAL ASSETS | 918,557 | 924,425 |
Current Liabilities: | ||
Accounts payable | 18,007 | 46,155 |
Accounts Payable — Related Party | 8,289 | 1,628 |
Total Current Liabilities | 26,296 | 47,783 |
Other Liabilities: | ||
Revolving Credit Facility | 167,000 | 73,500 |
Total Liabilities | 193,296 | 121,283 |
Partners' Capital and Noncontrolling Interest: | ||
General partner interest | (2,311) | (3,389) |
Partners' capital attributable to CONE Midstream Partners LP | 350,055 | 313,110 |
Noncontrolling interest | 375,206 | 490,032 |
Total Partners' Capital and Noncontrolling Interest | 725,261 | 803,142 |
TOTAL LIABILITIES AND PARTNERS' CAPITAL | 918,557 | 924,425 |
Common Units | ||
Partners' Capital and Noncontrolling Interest: | ||
Partners' Capital: Common Units - (34,363,371 Units Issued and Outstanding at December 31, 2016 and 29,163,121 Units Issued and Outstanding at December 31, 2015); Subordinated Units (29,163,121 Units Issued and Outstanding at December 31, 2016 and 2015) | 418,352 | 399,399 |
Subordinated Units | ||
Partners' Capital and Noncontrolling Interest: | ||
Partners' Capital: Common Units - (34,363,371 Units Issued and Outstanding at December 31, 2016 and 29,163,121 Units Issued and Outstanding at December 31, 2015); Subordinated Units (29,163,121 Units Issued and Outstanding at December 31, 2016 and 2015) | $ (65,986) | $ (82,900) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common Units | ||
Units issued | 34,363,371 | 29,163,121 |
Units outstanding | 34,363,371 | 29,163,121 |
Subordinated Units | ||
Units issued | 29,163,121 | 29,163,121 |
Units outstanding | 29,163,121 | 29,163,121 |
Consolidated Statements Of Part
Consolidated Statements Of Partners' Capital And Noncontrolling Interest - USD ($) $ in Thousands | Total | Partners' CapitalLimited PartnersCommon Units | Partners' CapitalLimited PartnersSubordinated Units | Partners' CapitalGeneral Partner | Capital Attributable to Partners | Noncontrolling Interest | |
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] | |||||||
Net income | 115,531 | 34,911 | 34,911 | 1,425 | 71,247 | 44,284 | |
General Partner and noncontrolling interest holder activity | [1] | 156,540 | 156,540 | ||||
Distributions of partners capital | (52,094) | (25,526) | (25,526) | (1,042) | (52,094) | ||
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 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net income | 130,122 | 47,935 | 46,025 | 2,526 | 96,486 | 33,636 | |
General Partner and noncontrolling interest holder activity | (9,065) | 3 | 3 | (9,068) | |||
Distributions of partners capital | (59,690) | (29,128) | (29,111) | (1,451) | (59,690) | ||
Acquisition of remaining 25% interest in Anchor System | (140,000) | (606) | (606) | (139,394) | |||
Unit-based compensation | 775 | 775 | 775 | ||||
Vested units withheld for unitholder taxes | (23) | (23) | (23) | ||||
Partners' capital, ending balance at Dec. 31, 2016 | $ 725,261 | $ 418,352 | $ (65,986) | $ (2,311) | $ 350,055 | $ 375,206 | |
[1] | Includes outstanding cash calls as of December 31, 2015 and 2014. See Note 6 — Receivables - Related Party. |
Consolidated Statements Of Par6
Consolidated Statements Of Partners' Capital And Noncontrolling Interest (Parenthetical) | Nov. 16, 2016 |
Anchor Systems | |
Limited partner controlling interest acquired, percentage | 25.00% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities: | |||
Net income | $ 130,122 | $ 115,531 | $ 64,827 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation expense and amortization of debt issuance costs | 21,364 | 15,217 | 7,330 |
Gain on disposition of equipment | 0 | 0 | (85) |
Unit-based compensation | 775 | 402 | 0 |
Pipe revaluation | 10,083 | 0 | 0 |
Other | 695 | 0 | 0 |
Changes in assets and liabilities: | |||
Receivables — related party | 7,265 | (3,148) | (9,029) |
Other current and non-current assets | (144) | (673) | (1,280) |
Accounts payable | (16,691) | (10,954) | 23,806 |
Accounts payable — related party | 6,620 | (358) | (875) |
Net Cash Provided by Operating Activities | 160,089 | 116,017 | 84,694 |
Cash Flows from Investing Activities: | |||
Capital expenditures | (50,660) | (291,211) | (269,686) |
Proceeds from sale of assets | 5,332 | 0 | 85 |
Net Cash Used in Investing Activities | (45,328) | (291,211) | (269,601) |
Cash Flows from Financing Activities: | |||
Partner and noncontrolling interest holder activity | (2,344) | 182,053 | 146,626 |
Proceeds from issuance of common units, net of offering costs | 0 | 0 | 413,005 |
Distribution of IPO proceeds | 0 | 0 | (407,971) |
Quarterly distributions to unitholders | (59,690) | (52,094) | 0 |
Net proceeds from revolving credit facility | 93,500 | 42,200 | 31,300 |
Payment of revolver fees | 0 | 0 | (777) |
Vested units withheld for unitholder taxes | (23) | 0 | 0 |
Acquisition of remaining 25.0% noncontrolling interest in the Anchor Systems | 140,000 | 0 | 0 |
Net Cash (Used In) Provided by Financing Activities | (108,557) | 172,159 | 182,183 |
Net Increase (Decrease) in Cash | 6,204 | (3,035) | (2,724) |
Cash at Beginning of Period | 217 | 3,252 | 5,976 |
Cash at End of Period | $ 6,421 | $ 217 | $ 3,252 |
Description of Business and Ini
Description of Business and Initial Public Offering | 12 Months Ended |
Dec. 31, 2016 | |
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, primarily 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 most developed midstream systems that generate the largest portion of our current cash flows, which includes our three primary midstream systems (the McQuay System, the Majorsville System and the Mamont System) and related assets. • Our Growth Systems are primarily located in the dry gas regions of our dedicated acreage that are generally in earlier phases of development and require substantial future expansion capital expenditures to materially increase production, which would primarily be funded by our Sponsors in proportion to CONE Gathering's 95% retained ownership interest. • Our Additional Systems include several gathering systems primarily located in the wet gas regions of our dedicated acreage that we expect will require lower levels of expansion capital investment relative to our Growth Systems. The substantial majority of capital investment on these systems would primarily be funded by our Sponsors in proportion to CONE Gathering's 95% retained ownership interest. The Partnership's general partner is CONE Midstream GP LLC (our "general partner"), 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 of the Partnership for accounting purposes (the "Predecessor"). References in these consolidated financial statements to the “Partnership,” “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 “Partnership,” “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 and Subsequent Drop Down of Additional Interests 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 at the time of the IPO (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 . On November 16, 2016, the Partnership acquired the remaining 25% noncontrolling interest in the Anchor Systems from CONE Gathering (the “Acquisition”) in exchange for (i) cash consideration in the amount of $140.0 million , (ii) the Partnership’s issuance of 5,183,154 common units (the “Unit Consideration”) representing limited partner interests in the Partnership (“common units”) at an issue price of $20.42 per common unit, calculated as the volume-weighted average trading price of the common units over the trailing 20-day trading period ending on November 11, 2016, and (iii) the Partnership’s issuance to the general partner of an additional interest in the Partnership in an amount necessary for our general partner to maintain its two percent general partner interest in the Partnership. The cash consideration was distributed and the Unit Consideration issued 50% to CNX Gas Company LLC, a Virginia limited liability company (“CNX Gas”) and a wholly owned subsidiary of CONSOL, and 50% to NBL Midstream, LLC, a Delaware limited liability company (“NBL Midstream”) and a wholly owned subsidiary of Noble Energy. The Acquisition was made pursuant to a Contribution Agreement (the “Contribution Agreement”), dated November 15, 2016, by and among the Partnership, our general partner, CONE Gathering, CONE Midstream Operating Company LLC, a Delaware limited liability company (the “Operating Company”), and the other parties thereto. At December 31, 2016, the Partnership owned a 100% controlling limited partner interest in the Anchor Systems and a 5% controlling limited partner interest in each of the Growth and Additional Systems. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). 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, which 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. Principles of Consolidation The consolidated financial statements include the accounts of the Partnership and all of its controlled subsidiaries, including 100% of each of the Anchor Systems, Growth Systems and Additional Systems. Although the Partnership has less than a 100% economic interest in the Growth and Additional Systems, each are consolidated fully with the results of the Partnership for all periods following the IPO. However, after adjusting for noncontrolling interests, net income attributable to general and limited partner ownership interests in the Partnership reflect only that portion of net income that is attributable to the Partnership's unitholders. As a result of the Acquisition, net income attributable to general and limited partner ownership interests in the Partnership includes 100% of the results of the Anchor Systems for the period subsequent to the closing date of that transaction. 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. Jumpstart Our Business Startups Act ("JOBS Act") Under the 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. We continue to be an emerging growth company at December 31, 2016 . 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. 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 at December 31, 2016 or 2015 . 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 we would receive upon selling an asset or that we would pay 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 and is depreciated on a straight-line basis over their estimated useful lives or over the lease terms of the assets. Expenditures which extend the useful lives of existing property and equipment are capitalized. When properties are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized as a gain or loss. 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. No property and equipment impairments were identified during the periods presented in the accompanying consolidated financial statements. 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 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. As of December 31, 2016 and 2015 , we had no material environmental matters that required the recognition of a separate liability or specific disclosure. Asset Retirement Obligations Our gathering pipelines and compressor stations have an indeterminate life. If properly maintained, they will operate for an indeterminate period as long as supply and demand for natural gas exists, which we expect for the foreseeable future. Accordingly, any retirement obligations associated with such assets cannot be estimated. A liability for asset retirement obligations will be recorded only if and when a future retirement obligation with a determinable life exists and can be estimated. We have no recorded liabilities for asset retirement obligations at December 31, 2016 or 2015 . Variable Interest Entities The Partnership adopted ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis" during 2016 . ASU 2015-02 changed the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Based on the criteria outlined in this standard, the Partnership continues to fully consolidate its existing variable interest entities ("VIEs") - the Anchor, Growth and Additional limited partnerships (the "Limited Partnerships") through its ownership of the Operating Company. These VIEs correspond with the manner in which we report our segment information in Note 14, which also includes information regarding the Partnership's involvement with each of these VIEs and their relative contributions to our financial position, operating results and cash flows. The Operating Company, through its general partner ownership interest in each of the Anchor, Growth and Additional Limited Partnerships, is considered to be the primary beneficiary for accounting purposes and has the power to direct all substantive strategic and day-to-day operational decisions of the Limited Partnerships. The adoption of ASU 2015-02 did not impact the Partnership's financial statements. 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 unit-based compensation costs on a straight-line basis over the requisite service period of an award, which is generally the same as the award's vesting term. See Note 15 – Long Term Incentive Plan, for further discussion. Income Taxes We are treated as a partnership for federal and state income tax purposes, with each partner being separately taxed on its share of the Partnership's taxable income. Accordingly, no provision for federal or state income taxes has been recorded in the Partnership's consolidated financial statements for any period presented in the accompanying 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 quarter 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 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 December 2016, the FASB issued Update 2016-19 - Technical Corrections and Improvements, which covers a wide range of Topics in the Accounting Standards Codification ("ASC"). The amendments in this Update represent changes to clarify, correct errors, or make minor improvements to the ASC, making it easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments generally fall into one of the following categories: amendments related to differences between original guidance and the ASC, guidance clarification and reference corrections, simplification, or minor improvements. Most of the amendments in this Update do not require transition guidance and are effective upon issuance of this Update. In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments (Topic 230)". ASU 2016-15 addresses the existing diversity in practice of how several specific cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Partnership does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, "Compensation—Stock Compensation ("Topic 718")." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. We do not believe this standard will materially impact the Partnership. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is intended to improve financial reporting about leasing transactions. The ASU will require organizations (“lessees”) that lease assets with terms of more than 12 months to recognize the assets and liabilities for the rights and obligations created by those leases on the balance sheet. Organizations that own the assets leased by lessees (“lessors”) will remain largely unchanged from current GAAP. In addition, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The effective date of this ASU is for fiscal years beginning after December 31, 2018 and interim periods within that year. We are currently evaluating the impact that this standard will have on our financial statements and financial covenants with lenders; however, we do not believe this standard will materially adversely impact our existing credit agreements. In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09 "Revenue from Contracts with Customers (Topic 606)", which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The objective of the amendments in this update is to improve financial reporting by creating common revenue recognition guidance under both U.S. GAAP and International Financial Reporting Standards ("IFRS"). 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 and should disclose sufficient information, both qualitative and quantitative, to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The following updates to Topic 606 were made during 2016: • In March 2016, the FASB updated Topic 606 by issuing ASU 2016-08 "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies how an entity determines whether it is a principal or an agent for goods or services promised to a customer as well as the nature of the goods or services promised to their customers. • In April 2016, the FASB issued Update 2016-10 - Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which seeks to address implementation issues in the areas of identifying performance obligations and licensing. • In May 2016, the FASB issued Update 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. The update, which was issued in response to feedback received by the FASB-IASB joint revenue recognition transition resource group, seeks to address implementation issues in the areas of collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. After considering the FASB's issuance of a standard that delayed application of Topic 606 by one year, the new standards are effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as annual |
Net Income per Limited Partner
Net Income per Limited Partner and General Partner Interest | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income per Limited Partner and General Partner Interest | NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST During the year ended December 31, 2016, the Partnership adopted ASU 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions". ASU 2015-06, which is required to be applied retrospectively, 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. Adoption of this standard did not impact the consolidated presentation of the Partnership's financial statements or related disclosures for the years ended December 31, 2016 and 2015. However, for the year ended December 31, 2014, its adoption resulted in an additional caption in the consolidated statement of operations to reconcile net income attributable to Predecessor, general and limited partner ownership interests in CONE Midstream Partners LP to limited partner interest in net income. We allocate net income between our general partner and limited partners using the two-class method, under which 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. The second IDR and third IDR thresholds were reached for the cash flow quarters ended March 31, 2016 and December 31, 2016, respectively, which were paid within 45 days following the ends of these quarters. All quarterly distributions prior to March 31, 2016 were paid in accordance with the first target distribution. 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 calculated by applying the treasury stock method. There were 11,476 and 20,055 phantom units that were not included in the calculation for the years ended December 31, 2016 and 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 units (all amounts in thousands, except per unit information) : December 31, 2016 2015 2014 Net Income Attributable to Predecessor, General and Limited Partner Ownership Interest in CONE Midstream Partners LP $ 96,486 $ 71,247 $ 15,378 Less: General partner interest in net income, including incentive distribution rights 2,526 1,425 308 Limited partner interest in net income $ 93,960 $ 69,822 $ 15,070 Net income allocable to common units - Basic and Diluted $ 47,935 $ 34,911 $ 7,535 Net income allocable to subordinated units - Basic and Diluted 46,025 34,911 7,535 Limited partner interest in net income - Basic and Diluted $ 93,960 $ 69,822 $ 15,070 Weighted average limited partner units outstanding — Basic Common units 30,044 29,163 29,163 Subordinated units 29,163 29,163 29,163 Total 59,207 58,326 58,326 Weighted average limited partner units outstanding — Diluted Common units 30,126 29,177 29,163 Subordinated units 29,163 29,163 29,163 Total 59,289 58,340 58,326 Net income per limited partner unit — Basic Common Units $ 1.60 $ 1.20 $ 0.26 Subordinated Units 1.58 1.20 0.26 Total $ 1.59 $ 1.20 $ 0.26 Net income per limited partner unit — Diluted Common Units $ 1.59 $ 1.20 $ 0.26 Subordinated Units 1.58 1.20 0.26 Total $ 1.58 $ 1.20 $ 0.26 |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2016 | |
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. During each of the periods presented, we engage in related party transactions with our Sponsors, CONSOL (and certain of its subsidiaries) and Noble Energy, to whom we provide natural gas gathering and compression services pursuant to the terms of our gas gathering agreements. Operating expenses — related party consisted primarily of $12.9 million , $14.0 million and $11.8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Additionally, included in operating expenses — related party were $16.9 million , $15.9 million , and $12.3 million of electrically-powered compression, which was reimbursed by the Sponsors pursuant to our gas gathering agreements for the years ended December 31, 2016 , 2015 and 2014 , 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 for the year ended December 31, 2014 and was included in operating expenses - related party. Sponsor-related charges within general and administrative expense - related party consisted of the following (dollars in thousands) : For the Years Ended December 31, 2016 2015 2014 CONSOL $ 10,006 $ 8,083 $ 4,629 Noble Energy 650 553 97 Total General and Administrative Expense — Related Party $ 10,656 $ 8,636 $ 4,726 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 annually-determined administrative support fee, which totaled $ 0.5 million for the year ended December 31, 2016, for the provision of certain services by CONSOL and its affiliates; • our payment of an annually-determined administrative support fee, which totaled $0.8 million for the year ended December 31, 2016, for the provision of certain executive services by CONSOL and its affiliates; • our payment of an annually-determined administrative support fee, which totaled $0.3 million for the year ended December 31, 2016, 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. Employee Secondment Agreement In connection with the closing of the IPO, we entered into an employee secondment agreement with Noble Energy, pursuant to which an employee of Noble Energy is seconded to us to provide investor relations and similar functions. Under this agreement, we reimburse Noble Energy for the salary, benefits, insurance, payroll taxes and other employment expenses related to the seconded employee. Operational Services Agreement Concurrent with the closing of the IPO, we entered into an operational services agreement with CONSOL, and on December 1, 2016, in connection with the consummation of the Exchange Agreement, the operational services agreement was amended and restated. Consistent with the original operational services agreement, under the amended and restated operating agreement, 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 ending September 30, 2034 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 Upon consummation of the Exchange Agreement, we entered into new fixed-fee gathering agreements with each of CNX Gas and Noble Energy that replaced the gathering agreements that had been in place since the IPO. In addition to incorporating changes related to the Sponsors' termination of their upstream joint venture and JDA, the new gathering agreements provide more clarity on each Sponsor's acreage dedication to the Partnership and related releases and allow each Sponsor to independently advance its own development program. We also anticipate that the new gathering agreements will simplify the decision making process relating to the Partnership's ability to gather third party gas. Under the new gathering agreements, the fees we receive for gathering services (which are outlined below), will generally remain the same as under the prior gathering agreements, and CNX Gas and Noble Energy will continue to dedicate all of their existing Marcellus Shale acres in the dedication area to us for natural gas midstream services and to dedicate their existing Marcellus Shale acreage in the Moundsville area (Marshall County, West Virginia), the Pittsburgh International Airport area and the Majorsville area (Marshall County, West Virginia and Greene and Washington Counties, Pennsylvania) to us for condensate gathering and handling services. In addition, CNX Gas and Noble Energy will continue to dedicate certain coal bed methane wells, certain horizontal wells drilled to the Upper Devonian formation and the acreage associated with such wells to us for natural gas midstream services. All such dedications remain subject to the release provisions set forth in each gas gathering agreement, as described below. Under the gathering agreements that were in place from the date of the IPO through November 30, 2016, we received a fee based on the type and scope of the midstream services we provided, summarized as follows: • For the services we provided with respect to natural gas that did not require downstream processing, or dry gas, we received a fee of $0.41 per MMBtu in 2016. • For the services we provided with respect to the natural gas that required downstream processing, or wet gas, we received a fee of $0.282 per MMBtu in the Moundsville (Marshall County, West Virginia) and Pittsburgh International Airport areas and $0.564 per MMBtu for all other areas in the dedication area in 2016. • For condensate services we received a fee of $5.125 per Bbl in the Majorsville area and $2.563 per Bbl in the Moundsville area in 2016. Under the new gathering agreements, which became effective as of December 1, 2016, we continue to receive a fee based on the type and scope of the midstream services we provide, summarized as follows: • For the services we provide with respect to natural gas from the Marcellus Shale formation that does not require downstream processing, or dry gas, we will receive a fee of $0.42 per MMBtu in 2017. • For the services we provide with respect to the natural gas that requires downstream processing, or wet gas, we will receive: ◦ a fee of $0.289 per MMBtu in 2017 in the Moundsville area (Marshall County, West Virginia); ◦ a fee of $0.289 per MMBtu in 2017 in the Pittsburgh International Airport area; and ◦ a fee of $0.578 per MMBtu in 2017 for all other areas in the dedication area. • For the services we provide to each of our Sponsors with respect to natural gas from the Utica Shale formation, we will receive a weighted average rate of $0.22 per MMBtu in 2017, which is consistent with the fees charged to date. • For 2017, our fee for condensate services will be $5.25 per Bbl in the Majorsville area and $2.627 per Bbl in the Moundsville area. Under the new gathering agreements, each of the foregoing fees will escalate by 2.5% on January 1 of each year, beginning on January 1, 2018. Notwithstanding the foregoing, from time to time, each of our Sponsors may request rate reductions under certain circumstances, which are reviewed by the board of directors of our general partner, with oversight, as our board of directors deems necessary, by our conflicts committee. No rate reduction arrangements are currently active. Under the new gathering agreements, we will continue to gather, compress, dehydrate and deliver all of our Sponsors’ dedicated natural gas in the Marcellus Shale on a first-priority basis and to gather, inject, stabilize and store all of our Sponsors’ dedicated condensate on a first-priority basis, with the exception of the following: • until December 1, 2018, CNX Gas will receive first-priority service in our Majorsville system with respect to a certain volume of production (revised bi-annually) and any excess production will receive second-priority service; and • until December 1, 2018, Noble Energy will receive first-priority service in our McQuay system with respect to a certain volume of production (revised bi-annually) and any excess production will receive second-priority service. Each of our Sponsors provides us with quarterly updates on its drilling and development operations, which include detailed descriptions of the drilling plans, production details and well locations for the following 24 months and a three to ten year plan that includes more general development plans. In addition, we regularly meet with our Sponsors to discuss our current plans to timely construct the necessary facilities to be able to provide midstream services to them on our dedicated acreage. In the event that we do not perform our obligations under a gathering agreement, CNX Gas or Noble Energy, as applicable, will be entitled to certain rights and procedural remedies thereunder, including the temporary and/or permanent release from dedication discussed below and indemnification from us. In addition to the natural gas and condensate that is produced from the dedicated acreage, each of our Sponsors may elect to dedicate non-Marcellus Shale properties located in the dedication area to us in which the Sponsor has an interest. If a Sponsor elects to dedicate any such property, then that Sponsor will propose a fee for the associated midstream services we would provide. So long as the proposed fee generates a rate of return consistent with the Sponsor’s existing gathering agreement on both incremental capital and operating expense associated with any expenditures necessary to gather gas from such property, any midstream services that we agree to provide will be on a second priority basis; second only to the first priority basis afforded to each of our Sponsors on their respective dedicated production. Throughput that we currently gather from Utica Shale wells operated by either one of our Sponsors is addressed in the new gathering agreements. Our gathering agreements provide that if we fail to timely complete the construction of the facilities necessary to provide midstream services to a Sponsor's dedicated acreage or have an uncured default of any of our material obligations that has caused an interruption in our services to a Sponsor for more than 90 days, the affected acreage will be permanently released from our dedication. Also, after the third anniversary of each gathering agreement (December 1, 2019), if CNX Gas or Noble Energy, as applicable, drills a well that is located more than a certain distance from a connection to our current gathering system (and is not to be serviced by our gathering systems as reflected in the then-existing gathering system plan) and a third-party gatherer offers a lower cost of service, and such Sponsor elects to utilize the third-party gatherer, then the acreage associated with such well will be permanently released from our dedication. Any permanent releases of our Sponsors’ acreage from our dedication could materially adversely affect our business, financial condition, results of operations, cash flows and ability to make cash distributions. Our gathering agreements also provide that in certain situations, such as an uncured default of any of our material obligations under the gathering agreement for more than 45 days but less than 90 days, our dedicated acreage can be temporarily released from our dedication. In addition, if we interrupt or curtail the receipt of a Sponsor's gas under certain conditions for a period of five consecutive days or more than seven days within any consecutive two week period, then the applicable Sponsor can temporarily release from the dedication under its gathering agreement the affected volumes for a period lasting until the first day of the month following 30 days after our notice to the Sponsor that the interruption or curtailment has ended. Although there have not been any such instances to date, any temporary releases of acreage from our dedication could materially adversely affect our business, financial condition, results of operations, cash flows and ability to make cash distributions. While our gathering agreements run with the land and, subject to the exceptions described herein, are binding on a transferee of any of our dedicated acreage, the agreements provide that each of our Sponsors may divest up to 25,000 net acres of its dedicated acreage (plus or minus the net of acreage acquired or divested within the dedicated area since our IPO) free of the dedication to us. The amount of net acreage that may be divested by each Sponsor free of the dedication will be increased by the amount, if any, of the net acreage acquired (or deemed acquired) by such Sponsor in the dedication area that will become automatically dedicated to us. For purposes of determining if acreage can be released free and clear of the dedications under our gathering agreements, the actual net acreage divested or acquired may be adjusted upwards or downwards based on the geographic location of such net acreage, the timing of the respective divestiture or acquisition and certain other conditions in the gas gathering agreements. There are no restrictions under our gathering agreements on a Sponsor’s ability to transfer acreage in the ROFO area, and any transfer of a Sponsor’s acreage in the ROFO area will not be subject to our right of first offer. Upon completion of its initial term in 2034, each of our gathering agreements will continue in effect from year to year until such time as the agreement is terminated by either us or the Sponsor party to such agreement on or before 180 days prior written notice. Contribution Agreement On November 16, 2016, we acquired the remaining 25% noncontrolling interest in the Anchor Systems from CONE Gathering in exchange for (i) cash consideration in the amount of $140.0 million , (ii) the Partnership’s issuance of 5,183,154 common units representing limited partner interests in the Partnership at an issue price of $20.42 per common unit, calculated as the volume-weighted average trading price of the common units over the trailing 20-day trading period ending on November 11, 2016, and (iii) the Partnership’s issuance to our general partner of an additional general partner interest in the Partnership in an amount necessary for our general partner to maintain its two percent general partner interest in the Partnership. The cash consideration was distributed and the Unit Consideration issued 50% to CNX Gas, a wholly owned subsidiary of CONSOL, and 50% to NBL Midstream, a wholly owned subsidiary of Noble Energy. The Acquisition was made pursuant to a Contribution Agreement, dated November 15, 2016, by and among the Partnership, our general partner, CONE Gathering, the Operating Company and the other parties thereto. At December 31, 2016 , we owned a 100% controlling limited partner interest in the Anchor Systems and a 5% controlling limited partner interest in each of the Growth and Additional Systems. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2016 | |
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 presented. Revenues attributable to each Sponsor were as follows (dollars in thousands) : For the Years Ended December 31, 2016 2015 2014 CONSOL $ 122,880 $ 103,678 $ 66,133 Noble Energy 116,331 99,745 63,954 Total Gathering Revenue $ 239,211 $ 203,423 $ 130,087 |
Receivables - Related Party
Receivables - Related Party | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Receivables - Related Party | RECEIVABLES - RELATED PARTY Receivables consisted of the following at December 31 (dollars in thousands) : 2016 2015 Gathering fees: CONSOL $ 10,956 $ 10,221 Noble Energy 8,268 19,246 Contributions receivable: CONSOL — 3,360 Noble Energy — 3,360 Other 3,210 231 Total Receivables — Related Party $ 22,434 $ 36,418 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31 (dollars in thousands) : 2016 2015 Estimated Useful Lives in Years Land $ 72,878 $ 76,755 N/A Gathering equipment 643,422 561,642 25 — 40 Compression equipment 169,681 122,705 30 — 40 Processing equipment 30,979 30,979 40 Assets under construction 13,772 105,837 N/A Total Property and Equipment $ 930,732 $ 897,918 Less: Accumulated Depreciation Gathering equipment $ 37,275 $ 21,130 Compression equipment 10,590 6,998 Processing equipment 4,307 3,481 Total Accumulated Depreciation $ 52,172 $ 31,609 Property and Equipment, Net $ 878,560 $ 866,309 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | OTHER ASSETS Other assets consisted of the following at December 31 (dollars in thousands): 2016 2015 Pipe stock $ 8,596 $ — Financing fees 286 449 Deposits 79 79 Total Other Assets $ 8,961 $ 528 In June 2016, the Partnership agreed to sell a portion of existing excess pipe supply that was not dedicated to specific projects to an unrelated third party for an amount that was below its carrying cost. Prior to June 30, 2016, management intended to sell the excess pipe or consider alternative capital projects in which the pipe may be used within the next 12 months; accordingly, the pipe was historically classified as a current asset in inventory. Due to the uncertainty that surrounds the use of the remaining pipe and the Partnership's willingness to liquidate the pipe at a discounted value, the Partnership reclassified the remaining pipe to a long-term asset at June 30, 2016 and simultaneously reduced the carry value of excess pipe to the value that was commensurate with the sale price. This adjustment, which was recorded in the Partnership's Growth System segment, is reflected within pipe revaluation in the accompanying consolidated statements of operations for the year ended December 31, 2016. The value of the pipe at December 31, 2016 is supported by current market prices. |
Accounts Payable - Related Part
Accounts Payable - Related Party | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable- Related Party | ACCOUNTS PAYABLE - RELATED PARTY Related party payables consisted of the following at December 31 (dollars in thousands) : 2016 2015 CONSOL: Expense reimbursements $ 999 $ 1,173 Capital expenditures reimbursements 1,148 2 General and administrative services 1,964 402 Operational expenditures reimbursements 395 — Other reimbursement 1,060 — Due to CONSOL total $ 5,566 $ 1,577 Noble Energy: Capital expenditures reimbursements 1,105 — General and administrative services 53 51 Operational expenditures reimbursements 401 — Other reimbursement 1,060 — Due to Noble Energy total $ 2,619 $ 51 CONE Gathering LLC: Capital expenditures reimbursement to CONE Gathering LLC 104 — Due to CONE Gathering LLC total $ 104 $ — Total Accounts Payable — Related Party $ 8,289 $ 1,628 |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | REVOLVING CREDIT FACILITY We are party to 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 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 (as defined in the agreement governing our revolving credit facility) 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 (subject to certain exceptions) 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: • 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 may not 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 This consolidated leverage ratio 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 is in compliance with this financial covenant at December 31, 2016. • 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 may not be less than 3.0 to 1.0. This consolidated interest coverage ratio is calculated as EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP divided by total interest charges. The Partnership is in compliance with this financial covenant at December 31, 2016. The Partnership had the maximum amount of revolving credit available for borrowing at December 31, 2016, or $83.0 million . The outstanding balances and interest rates on our revolving credit facility are as follows at December 31 (dollars in thousands) : 2016 2015 Debt Interest Rate (1) Debt Interest Rate (2) Credit facility, due September 30, 2019 $ 167,000 2.26 % $ 73,500 2.18 % (1) The weighted average annual interest rate consists of LIBOR rate, plus a margin as described above. (2) The weighted average annual interest rate consists of JP Morgan's prime rate and LIBOR rate, plus a margin as described above. As of December 31, 2016 , we had outstanding debt issuance costs of $ 0.4 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, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION As of December 31, 2016 , we had a receivable from CONE Gathering related to capital expenditures for $2.4 million . In addition, we had a payable related to capital expenditures due to CNX Gas and Noble Energy for $2.3 million . For the year ended December 31, 2016 , we paid $1.6 million in interest on our revolving credit facility. As of December 31, 2015 , we had receivables of $6.7 million related to Sponsors' investments. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We may become involved in claims and other legal matters arising in the ordinary course of business. Although claims are inherently unpredictable, we are not aware of any matters that may have a material adverse effect on our business, financial position, results of operations or cash flows. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 are as follows (dollars in thousands) : Minimum Lease Payments Year ending December 31, 2017 $ 4,548 Year ending December 31, 2018 2,048 Year ending December 31, 2019 1,098 $ 7,694 Rental expense under operating leases was $7.7 million, $9.2 million and $6.6 million for the years ended December 31, 2016 , 2015 , and 2014 , 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, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Operating segments are the revenue-producing components of a company 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, each of which does business entirely within the United States of America. See Note 1 - Description of Business and Initial Public Offering for details. Segment results for the periods presented are as follows (dollars in thousands) : For the Years Ended December 31, 2016 2015 2014 Gathering Revenue - Related Party: Anchor Systems $ 197,878 $ 156,274 $ 112,904 Growth Systems 10,359 13,435 9,745 Additional Systems 30,974 33,714 6,202 Other (*) — — 1,236 Total Gathering Revenue - Related Party $ 239,211 $ 203,423 $ 130,087 Net Income (Loss): Anchor Systems $ 124,045 $ 93,529 $ 58,870 Growth Systems (6,624 ) 4,854 2,956 Additional Systems 12,701 17,148 2,504 Other (*) — — 497 Total Net Income $ 130,122 $ 115,531 $ 64,827 For the Years Ended December 31, 2016 2015 2014 Depreciation Expense: Anchor Systems $ 14,333 $ 10,717 $ 5,238 Growth Systems 2,157 1,948 1,952 Additional Systems 4,711 2,388 1 Other (*) — — 139 Total Depreciation Expense $ 21,201 $ 15,053 $ 7,330 Capital Expenditures for Segment Assets: Anchor Systems $ 37,133 $ 149,518 $ 119,949 Growth Systems 1,089 22,058 33,498 Additional Systems 12,438 119,635 105,737 Other (*) — — 10,502 Total Capital Expenditures $ 50,660 $ 291,211 $ 269,686 (*) Consists of assets that were retained by our Predecessor, CONE Gathering, and accordingly were 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, 2016 2015 Segment Assets: Anchor Systems $ 571,415 $ 567,132 Growth Systems 98,447 102,249 Additional Systems 248,695 255,044 Total Segment Assets $ 918,557 $ 924,425 |
Long-Term Incentive Plan
Long-Term Incentive Plan | 12 Months Ended |
Dec. 31, 2016 | |
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”), our 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. The Partnership is responsible for the cost of awards granted under the LTIP, which 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 tax withholding obligations or otherwise terminated without delivery of the common units will be available for delivery pursuant to other awards. During the year ended December 31, 2016, our general partner granted equity-based phantom units under our LTIP, which are accounted for under ASC 718 - Compensation - Stock Compensation. Awards granted to independent directors vest over a period of one year, and awards granted to certain officers and employees of the general partner vest 33% per year over a period of three years. The current year phantom unit grant was expanded to more employees of the general partner than the 2015 grant, which management believes will more fully align employees' interests with those of the Partnership. A reconciliation of the number of unvested units outstanding at December 31, 2015 to December 31, 2016 is below: Number of Units Weighted Average Grant Date Fair Value Total awarded and unvested at December 31, 2015 32,070 $ 19.98 Granted 153,143 9.85 Vested (19,750) 19.83 Forfeited (7,346) 11.78 Total awarded and unvested at December 31, 2016 158,117 $ 10.57 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. The Partnership recognized $0.8 million and $0.4 million of compensation expense for the years ended December 31, 2016 and 2015 , respectively, which was included in general and administrative expense - related party in the consolidated statements of operations. There was no compensation expense recognized during the year ended December 31, 2014. At December 31, 2016 , unrecognized compensation expense related to all outstanding awards was $0.9 million . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On January 19, 2017 , the board of directors of our the general partner declared a cash distribution to the Partnership’s unitholders for the fourth quarter of 2016 of $0.2724 per common and subordinated unit. The cash distribution was paid on February 14, 2017 to unitholders of record at the close of business on February 6, 2017. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
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, which 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. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Partnership and all of its controlled subsidiaries, including 100% of each of the Anchor Systems, Growth Systems and Additional Systems. Although the Partnership has less than a 100% economic interest in the Growth and Additional Systems, each are consolidated fully with the results of the Partnership for all periods following the IPO. However, after adjusting for noncontrolling interests, net income attributable to general and limited partner ownership interests in the Partnership reflect only that portion of net income that is attributable to the Partnership's unitholders. As a result of the Acquisition, net income attributable to general and limited partner ownership interests in the Partnership includes 100% of the results of the Anchor Systems for the period subsequent to the closing date of that transaction. 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. |
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. |
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 we would receive upon selling an asset or that we would pay 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 and is depreciated on a straight-line basis over their estimated useful lives or over the lease terms of the assets. Expenditures which extend the useful lives of existing property and equipment are capitalized. When properties are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized as a gain or loss. 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 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 | Our gathering pipelines and compressor stations have an indeterminate life. If properly maintained, they will operate for an indeterminate period as long as supply and demand for natural gas exists, which we expect for the foreseeable future. Accordingly, any retirement obligations associated with such assets cannot be estimated. A liability for asset retirement obligations will be recorded only if and when a future retirement obligation with a determinable life exists and can be estimated. |
Variable Interest Entities | The Partnership adopted ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis" during 2016 . ASU 2015-02 changed the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Based on the criteria outlined in this standard, the Partnership continues to fully consolidate its existing variable interest entities ("VIEs") - the Anchor, Growth and Additional limited partnerships (the "Limited Partnerships") through its ownership of the Operating Company. These VIEs correspond with the manner in which we report our segment information in Note 14, which also includes information regarding the Partnership's involvement with each of these VIEs and their relative contributions to our financial position, operating results and cash flows. The Operating Company, through its general partner ownership interest in each of the Anchor, Growth and Additional Limited Partnerships, is considered to be the primary beneficiary for accounting purposes and has the power to direct all substantive strategic and day-to-day operational decisions of the Limited Partnerships. The adoption of ASU 2015-02 did not impact the Partnership's financial statements. |
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 unit-based compensation costs on a straight-line basis over the requisite service period of an award, which is generally the same as the award's vesting term. See Note 15 – Long Term Incentive Plan, for further discussion. |
Income Taxes | treated as a partnership for federal and state income tax purposes, with each partner being separately taxed on its share of the Partnership's taxable income. Accordingly, no provision for federal or state income taxes has been recorded in the Partnership's consolidated financial statements for any period presented in the accompanying consolidated financial statements. |
Cash Distribution, Subordinated Units, and Incentive Distribution Rights | Subordinated Units Our partnership agreement provides that, during the subordination period, the common unitholders will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2125 per unit, which 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 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. Cash Distributions Our partnership agreement requires that we distribute all of our available cash within 45 days after the end of each quarter 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. |
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 December 2016, the FASB issued Update 2016-19 - Technical Corrections and Improvements, which covers a wide range of Topics in the Accounting Standards Codification ("ASC"). The amendments in this Update represent changes to clarify, correct errors, or make minor improvements to the ASC, making it easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments generally fall into one of the following categories: amendments related to differences between original guidance and the ASC, guidance clarification and reference corrections, simplification, or minor improvements. Most of the amendments in this Update do not require transition guidance and are effective upon issuance of this Update. In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments (Topic 230)". ASU 2016-15 addresses the existing diversity in practice of how several specific cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Partnership does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, "Compensation—Stock Compensation ("Topic 718")." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. We do not believe this standard will materially impact the Partnership. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is intended to improve financial reporting about leasing transactions. The ASU will require organizations (“lessees”) that lease assets with terms of more than 12 months to recognize the assets and liabilities for the rights and obligations created by those leases on the balance sheet. Organizations that own the assets leased by lessees (“lessors”) will remain largely unchanged from current GAAP. In addition, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The effective date of this ASU is for fiscal years beginning after December 31, 2018 and interim periods within that year. We are currently evaluating the impact that this standard will have on our financial statements and financial covenants with lenders; however, we do not believe this standard will materially adversely impact our existing credit agreements. In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09 "Revenue from Contracts with Customers (Topic 606)", which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The objective of the amendments in this update is to improve financial reporting by creating common revenue recognition guidance under both U.S. GAAP and International Financial Reporting Standards ("IFRS"). 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 and should disclose sufficient information, both qualitative and quantitative, to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The following updates to Topic 606 were made during 2016: • In March 2016, the FASB updated Topic 606 by issuing ASU 2016-08 "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies how an entity determines whether it is a principal or an agent for goods or services promised to a customer as well as the nature of the goods or services promised to their customers. • In April 2016, the FASB issued Update 2016-10 - Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which seeks to address implementation issues in the areas of identifying performance obligations and licensing. • In May 2016, the FASB issued Update 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. The update, which was issued in response to feedback received by the FASB-IASB joint revenue recognition transition resource group, seeks to address implementation issues in the areas of collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. After considering the FASB's issuance of a standard that delayed application of Topic 606 by one year, the new standards are effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as annual |
Significant Accounting Polici25
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 Partne26
Net Income per Limited Partner and General Partner Interest (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 units (all amounts in thousands, except per unit information) : December 31, 2016 2015 2014 Net Income Attributable to Predecessor, General and Limited Partner Ownership Interest in CONE Midstream Partners LP $ 96,486 $ 71,247 $ 15,378 Less: General partner interest in net income, including incentive distribution rights 2,526 1,425 308 Limited partner interest in net income $ 93,960 $ 69,822 $ 15,070 Net income allocable to common units - Basic and Diluted $ 47,935 $ 34,911 $ 7,535 Net income allocable to subordinated units - Basic and Diluted 46,025 34,911 7,535 Limited partner interest in net income - Basic and Diluted $ 93,960 $ 69,822 $ 15,070 Weighted average limited partner units outstanding — Basic Common units 30,044 29,163 29,163 Subordinated units 29,163 29,163 29,163 Total 59,207 58,326 58,326 Weighted average limited partner units outstanding — Diluted Common units 30,126 29,177 29,163 Subordinated units 29,163 29,163 29,163 Total 59,289 58,340 58,326 Net income per limited partner unit — Basic Common Units $ 1.60 $ 1.20 $ 0.26 Subordinated Units 1.58 1.20 0.26 Total $ 1.59 $ 1.20 $ 0.26 Net income per limited partner unit — Diluted Common Units $ 1.59 $ 1.20 $ 0.26 Subordinated Units 1.58 1.20 0.26 Total $ 1.58 $ 1.20 $ 0.26 |
Related Party (Tables)
Related Party (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Sponsor-related charges within general and administrative expense - related party consisted of the following (dollars in thousands) : For the Years Ended December 31, 2016 2015 2014 CONSOL $ 10,006 $ 8,083 $ 4,629 Noble Energy 650 553 97 Total General and Administrative Expense — Related Party $ 10,656 $ 8,636 $ 4,726 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | Revenues attributable to each Sponsor were as follows (dollars in thousands) : For the Years Ended December 31, 2016 2015 2014 CONSOL $ 122,880 $ 103,678 $ 66,133 Noble Energy 116,331 99,745 63,954 Total Gathering Revenue $ 239,211 $ 203,423 $ 130,087 |
Receivables - Related Party (Ta
Receivables - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Related Party Receivables | Receivables consisted of the following at December 31 (dollars in thousands) : 2016 2015 Gathering fees: CONSOL $ 10,956 $ 10,221 Noble Energy 8,268 19,246 Contributions receivable: CONSOL — 3,360 Noble Energy — 3,360 Other 3,210 231 Total Receivables — Related Party $ 22,434 $ 36,418 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at December 31 (dollars in thousands) : 2016 2015 Estimated Useful Lives in Years Land $ 72,878 $ 76,755 N/A Gathering equipment 643,422 561,642 25 — 40 Compression equipment 169,681 122,705 30 — 40 Processing equipment 30,979 30,979 40 Assets under construction 13,772 105,837 N/A Total Property and Equipment $ 930,732 $ 897,918 Less: Accumulated Depreciation Gathering equipment $ 37,275 $ 21,130 Compression equipment 10,590 6,998 Processing equipment 4,307 3,481 Total Accumulated Depreciation $ 52,172 $ 31,609 Property and Equipment, Net $ 878,560 $ 866,309 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following at December 31 (dollars in thousands): 2016 2015 Pipe stock $ 8,596 $ — Financing fees 286 449 Deposits 79 79 Total Other Assets $ 8,961 $ 528 |
Accounts Payable - Related Pa32
Accounts Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Related Party Payables | Related party payables consisted of the following at December 31 (dollars in thousands) : 2016 2015 CONSOL: Expense reimbursements $ 999 $ 1,173 Capital expenditures reimbursements 1,148 2 General and administrative services 1,964 402 Operational expenditures reimbursements 395 — Other reimbursement 1,060 — Due to CONSOL total $ 5,566 $ 1,577 Noble Energy: Capital expenditures reimbursements 1,105 — General and administrative services 53 51 Operational expenditures reimbursements 401 — Other reimbursement 1,060 — Due to Noble Energy total $ 2,619 $ 51 CONE Gathering LLC: Capital expenditures reimbursement to CONE Gathering LLC 104 — Due to CONE Gathering LLC total $ 104 $ — Total Accounts Payable — Related Party $ 8,289 $ 1,628 |
Revolving Credit Facility (Tabl
Revolving Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Revolving Credit Facility | The outstanding balances and interest rates on our revolving credit facility are as follows at December 31 (dollars in thousands) : 2016 2015 Debt Interest Rate (1) Debt Interest Rate (2) Credit facility, due September 30, 2019 $ 167,000 2.26 % $ 73,500 2.18 % (1) The weighted average annual interest rate consists of LIBOR rate, plus a margin as described above. (2) The weighted average annual interest rate consists of JP Morgan's prime rate and LIBOR rate, plus a margin as described above. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Operating [Abstract] | |
Future minimum lease payments | Future minimum lease payments under operating leases as of December 31, 2016 are as follows (dollars in thousands) : Minimum Lease Payments Year ending December 31, 2017 $ 4,548 Year ending December 31, 2018 2,048 Year ending December 31, 2019 1,098 $ 7,694 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Operating Revenues and Income from Operations | Segment results for the periods presented are as follows (dollars in thousands) : For the Years Ended December 31, 2016 2015 2014 Gathering Revenue - Related Party: Anchor Systems $ 197,878 $ 156,274 $ 112,904 Growth Systems 10,359 13,435 9,745 Additional Systems 30,974 33,714 6,202 Other (*) — — 1,236 Total Gathering Revenue - Related Party $ 239,211 $ 203,423 $ 130,087 Net Income (Loss): Anchor Systems $ 124,045 $ 93,529 $ 58,870 Growth Systems (6,624 ) 4,854 2,956 Additional Systems 12,701 17,148 2,504 Other (*) — — 497 Total Net Income $ 130,122 $ 115,531 $ 64,827 For the Years Ended December 31, 2016 2015 2014 Depreciation Expense: Anchor Systems $ 14,333 $ 10,717 $ 5,238 Growth Systems 2,157 1,948 1,952 Additional Systems 4,711 2,388 1 Other (*) — — 139 Total Depreciation Expense $ 21,201 $ 15,053 $ 7,330 Capital Expenditures for Segment Assets: Anchor Systems $ 37,133 $ 149,518 $ 119,949 Growth Systems 1,089 22,058 33,498 Additional Systems 12,438 119,635 105,737 Other (*) — — 10,502 Total Capital Expenditures $ 50,660 $ 291,211 $ 269,686 (*) Consists of assets that were retained by our Predecessor, CONE Gathering, and accordingly were 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, 2016 2015 Segment Assets: Anchor Systems $ 571,415 $ 567,132 Growth Systems 98,447 102,249 Additional Systems 248,695 255,044 Total Segment Assets $ 918,557 $ 924,425 |
Long-Term Incentive Plan Long-T
Long-Term Incentive Plan Long-Term Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unvested Units Activity | A reconciliation of the number of unvested units outstanding at December 31, 2015 to December 31, 2016 is below: Number of Units Weighted Average Grant Date Fair Value Total awarded and unvested at December 31, 2015 32,070 $ 19.98 Granted 153,143 9.85 Vested (19,750) 19.83 Forfeited (7,346) 11.78 Total awarded and unvested at December 31, 2016 158,117 $ 10.57 |
Description of Business and I37
Description of Business and Initial Public Offering - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Schedule of Equity Method Investments [Line Items] | |
Number of operating segments | 3 |
Growth Systems | CONE Gathering | |
Schedule of Equity Method Investments [Line Items] | |
Noncontrolling interest, percent | 95.00% |
Additional Systems | CONE Gathering | |
Schedule of Equity Method Investments [Line Items] | |
Noncontrolling interest, percent | 95.00% |
Description of Business and I38
Description of Business and Initial Public Offering - Initial Public Offering and Subsequent Drop Down of additional Interests (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 16, 2016 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
General partner's ownership interest | 2.00% | ||||
Payments of Capital Distribution | $ 0 | $ 0 | $ 407,971 | ||
CONE Gathering | |||||
Business Acquisition [Line Items] | |||||
General partner's ownership interest | 2.00% | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 64.20% | ||||
Payments of Capital Distribution | $ 408,000 | ||||
Growth Systems | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | ||||
Ownership percentage after all transactions | 5.00% | ||||
Additional Systems | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | ||||
Ownership percentage after all transactions | 5.00% | ||||
Anchor Systems | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 75.00% | ||||
Anchor Systems | |||||
Business Acquisition [Line Items] | |||||
Limited partner controlling interest acquired, percentage | 25.00% | ||||
Cash consideration transfered | $ 140,000 | ||||
Common units issued as consideration transferred (in shares) | 5,183,154 | ||||
Issue price of common units issued (USD per unit) | $ 20.42 | ||||
Ownership percentage after all transactions | 100.00% | ||||
Anchor Systems | CNX Gas | |||||
Business Acquisition [Line Items] | |||||
Unit consideration to acquire business, percentage | 50.00% | ||||
Anchor Systems | NBL Midstream, LLC | |||||
Business Acquisition [Line Items] | |||||
Unit consideration to acquire business, percentage | 50.00% | ||||
Common Units | |||||
Business Acquisition [Line Items] | |||||
Partners' Capital Account, Units, Sold in Public Offering | 20,125,000 | ||||
Sale of Stock, Price Per Share | $ 22 | ||||
Common Units | CONE Gathering | |||||
Business Acquisition [Line Items] | |||||
Partners' Capital Account, Units, Sale of Units | 9,038,121 | ||||
Subordinated Units | CONE Gathering | |||||
Business Acquisition [Line Items] | |||||
Partners' Capital Account, Units, Sale of Units | 29,163,121 | ||||
Over-Allotment Option [Member] | Common Units | |||||
Business Acquisition [Line Items] | |||||
Partners' Capital Account, Units, Sold in Public Offering | 2,625,000 |
Significant Accounting Polici39
Significant Accounting Policies - Receivables, Property and Equipment, and Asset Retirement Obligations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts receivable | $ 0 | ||
Tangible asset impairments | 0 | $ 0 | $ 0 |
Asset retirement obligation | $ 0 | $ 0 |
Significant Accounting Polici40
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016period$ / shares | |
Schedule of Target Distributions [Line Items] | |
Quarterly distribution to limited partner | $ 0.2125 |
Annual distribution to limited partner | $ 0.85 |
Distribution Made To Limited Partner, Number Of Consecutive Four-Quarter Periods Preceding Distribution Date | period | 3 |
General partner's ownership interest | 2.00% |
Early Termination Subordination Period 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% |
Significant Accounting Polici41
Significant Accounting Policies - Schedule of Target Distributions (Details) | 12 Months Ended |
Dec. 31, 2016$ / 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 Partne42
Net Income per Limited Partner and General Partner Interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Limited Partners' Capital Account [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 11,476 | 20,055 | |
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP | $ 96,486 | $ 71,247 | $ 15,378 |
Less: General partner interest in net income, including incentive distribution rights | 2,526 | 1,425 | 308 |
Limited partner interest in net income | $ 93,960 | $ 69,822 | $ 15,070 |
Weighted average limited partner unit outstanding - Basic (in units) | 59,207,000 | 58,326,000 | 58,326,000 |
Weighted average limited partner units outstanding — Diluted (in units) | 59,289,000 | 58,340,000 | 58,326,000 |
Net income per limited partner unit — Basic (in USD per unit) | $ 1.59 | $ 1.20 | $ 0.26 |
Net income per limited partner unit — Diluted (in USD per unit) | $ 1.58 | $ 1.20 | $ 0.26 |
Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Limited partner interest in net income | $ 47,935 | $ 34,911 | $ 7,535 |
Weighted average limited partner unit outstanding - Basic (in units) | 30,044,000 | 29,163,000 | 29,163,000 |
Weighted average limited partner units outstanding — Diluted (in units) | 30,126,000 | 29,177,000 | 29,163,000 |
Net income per limited partner unit — Basic (in USD per unit) | $ 1.60 | $ 1.20 | $ 0.26 |
Net income per limited partner unit — Diluted (in USD per unit) | $ 1.59 | $ 1.20 | $ 0.26 |
Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Limited partner interest in net income | $ 46,025 | $ 34,911 | $ 7,535 |
Weighted average limited partner unit outstanding - Basic (in units) | 29,163,000 | 29,163,000 | 29,163,000 |
Weighted average limited partner units outstanding — Diluted (in units) | 29,163,000 | 29,163,000 | 29,163,000 |
Net income per limited partner unit — Basic (in USD per unit) | $ 1.58 | $ 1.20 | $ 0.26 |
Net income per limited partner unit — Diluted (in USD per unit) | $ 1.58 | $ 1.20 | $ 0.26 |
Related Party (Details)
Related Party (Details) $ / shares in Units, $ in Thousands | Nov. 16, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / bbl$ / MMBTU | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 01, 2017$ / bbl$ / MMBTU |
Related Party Transaction [Line Items] | |||||
General and administrative expense — related party | $ 10,656 | $ 8,636 | $ 4,726 | ||
Related Party Transaction, Conditional Increase, Percent | 2.50% | ||||
Downstream fees receivable (in dollars per MMBtu) | $ / MMBTU | 0.564 | 0.578 | |||
Fees receivable, excluding downstream (in dollars per MMBtu) | $ / MMBTU | 0.41 | ||||
Marcellus Shale formation | |||||
Related Party Transaction [Line Items] | |||||
Fees receivable, excluding downstream (in dollars per MMBtu) | $ / MMBTU | 0.42 | ||||
West Virgina | |||||
Related Party Transaction [Line Items] | |||||
Downstream fees receivable (in dollars per MMBtu) | $ / MMBTU | 0.282 | 0.289 | |||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 2.563 | 2.627 | |||
Pennsylvania | |||||
Related Party Transaction [Line Items] | |||||
Downstream fees receivable (in dollars per MMBtu) | $ / MMBTU | 0.289 | ||||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 5.125 | 5.25 | |||
Utica Shale formation | |||||
Related Party Transaction [Line Items] | |||||
Fees receivable, excluding downstream (in dollars per MMBtu) | $ / MMBTU | 0.22 | ||||
Affiliated Entity | Shared Service Agreement with CONSOL | |||||
Related Party Transaction [Line Items] | |||||
Charges for services | $ 12,900 | 14,000 | 11,800 | ||
Affiliated Entity | Electrically-powered Compression Reimbursement | |||||
Related Party Transaction [Line Items] | |||||
Charges for services | 16,900 | 15,900 | 12,300 | ||
Affiliated Entity | CONSOL | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expense — related party | 10,006 | 8,083 | 4,629 | ||
Affiliated Entity | CONSOL | Sales Of Supply Inventory | |||||
Related Party Transaction [Line Items] | |||||
Supply inventory sold | 2,200 | ||||
Affiliated Entity | CONSOL | Administrative Services | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses | 500 | ||||
Affiliated Entity | CONSOL | Executive Administrative Services | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses | $ 800 | ||||
Affiliated Entity | CONSOL | Operational Service Agreement | |||||
Related Party Transaction [Line Items] | |||||
Termination period to either party | 6 months | ||||
Termination period | 180 days | ||||
Maximum period to cure default | 45 days | ||||
Affiliated Entity | CONSOL Subsidiary | Purchases of Inventory | |||||
Related Party Transaction [Line Items] | |||||
Purchases of supply inventory | 3,900 | ||||
Affiliated Entity | Noble Energy | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expense — related party | $ 650 | $ 553 | $ 97 | ||
Affiliated Entity | Noble Energy | Executive Administrative Services | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses | $ 300 | ||||
Growth Systems | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage after all transactions | 5.00% | ||||
Additional Systems | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage after all transactions | 5.00% | ||||
Anchor Systems | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage after all transactions | 100.00% | ||||
Limited partner controlling interest acquired, percentage | 25.00% | ||||
Cash consideration transfered | $ 140,000 | ||||
Common units issued as consideration transferred (in shares) | shares | 5,183,154 | ||||
Issue price of common units issued (USD per unit) | $ / shares | $ 20.42 | ||||
Anchor Systems | CNX Gas | |||||
Related Party Transaction [Line Items] | |||||
Unit consideration to acquire business, percentage | 50.00% | ||||
Anchor Systems | NBL Midstream, LLC | |||||
Related Party Transaction [Line Items] | |||||
Unit consideration to acquire business, percentage | 50.00% |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Gathering Revenue | $ 239,211 | $ 203,423 | $ 130,087 |
CONSOL | |||
Concentration Risk [Line Items] | |||
Gathering Revenue | 122,880 | 103,678 | 66,133 |
Noble Energy | |||
Concentration Risk [Line Items] | |||
Gathering Revenue | $ 116,331 | $ 99,745 | $ 63,954 |
Receivables - Related Party (De
Receivables - Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — related party | $ 22,434 | $ 36,418 |
Affiliated Entity | Gathering Fees | CONSOL | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — related party | 10,956 | 10,221 |
Affiliated Entity | Gathering Fees | Noble Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — related party | 8,268 | 19,246 |
Affiliated Entity | Contribution Receivable | CONSOL | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — related party | 0 | 3,360 |
Affiliated Entity | Contribution Receivable | Noble Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — related party | 0 | 3,360 |
Affiliated Entity | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables — related party | $ 3,210 | $ 231 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 930,732 | $ 897,918 |
Less — accumulated depreciation | 52,172 | 31,609 |
Property and Equipment, Net | 878,560 | 866,309 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 72,878 | 76,755 |
Gathering equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 643,422 | 561,642 |
Less — accumulated depreciation | $ 37,275 | 21,130 |
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 | $ 169,681 | 122,705 |
Less — accumulated depreciation | $ 10,590 | 6,998 |
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 | $ 4,307 | 3,481 |
Estimated useful lives | 40 years | |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 13,772 | $ 105,837 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Pipe stock | $ 8,596 | $ 0 |
Financing fees | 286 | 449 |
Deposits | 79 | 79 |
Total Other Assets | $ 8,961 | $ 528 |
Accounts Payable - Related Pa48
Accounts Payable - Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | $ 8,289 | $ 1,628 |
CONSOL | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 5,566 | 1,577 |
CONSOL | Expense reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 999 | 1,173 |
CONSOL | Capital expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 1,148 | 2 |
CONSOL | General and administrative services | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 1,964 | 402 |
CONSOL | Operational expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 395 | 0 |
CONSOL | Other reimbursement | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 1,060 | 0 |
Noble Energy | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 2,619 | 51 |
Noble Energy | Capital expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 1,105 | 0 |
Noble Energy | General and administrative services | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 53 | 51 |
Noble Energy | Operational expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 401 | 0 |
Noble Energy | Other reimbursement | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 1,060 | 0 |
CONE Gathering LLC | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | 104 | 0 |
CONE Gathering LLC | Capital expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts Payable — Related Party | $ 104 | $ 0 |
Revolving Credit Facility - Sch
Revolving Credit Facility - Schedule of Facility (Details) - Revolving Credit Facility - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Long term line of credit | $ 167,000 | $ 73,500 |
Credit facility interest rate | 2.26% | 2.18% |
Revolving Credit Facility - Nar
Revolving Credit Facility - Narrative (Details) - Revolving Credit Facility | Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 250,000,000 | |
Debt instrument term | 5 years | |
Debt Covenant, funded debt to EBITDA ratio, non-acquisition period | 5 | |
Debt Covenant, funded debt to EBITDA ratio, acquisition period | 5.5 | |
Interest expense ratio | 3 | |
Revolving Credit Facility Available | $ 83,000,000 | |
Debt issuance costs | $ 400,000 | |
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 | 1.125% | |
London Interbank Offered Rate (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% | |
LIBOR plus 1% | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.125% | |
LIBOR plus 1% | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% |
Supplemental Cash Flow Inform51
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest Paid | $ 1,600 | |
Related Party Transaction [Line Items] | ||
Receivables — related party | 22,434 | $ 36,418 |
Affiliated Entity | CONE Gathering LLC | ||
Related Party Transaction [Line Items] | ||
Receivables — related party | 2,400 | |
Affiliated Entity | CNX Gas and Noble Energy | ||
Related Party Transaction [Line Items] | ||
Receivables — related party | $ 6,700 | |
Due to related parties | $ 2,300 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases, Operating [Abstract] | |||
2,017 | $ 4,548 | ||
2,018 | 2,048 | ||
2,019 | 1,098 | ||
Total future minimum lease payments | 7,694 | ||
Rental expense | $ 7,700 | $ 9,200 | $ 6,600 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 3 | ||
Gathering revenue — related party | $ 239,211 | $ 203,423 | $ 130,087 |
Net Income (Loss) | 130,122 | 115,531 | 64,827 |
Depreciation expense | 21,201 | 15,053 | 7,330 |
Capital Expenditures for Segment Assets | 50,660 | 291,211 | 269,686 |
Segment Assets | 918,557 | 924,425 | |
Anchor Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering revenue — related party | 197,878 | 156,274 | 112,904 |
Net Income (Loss) | 124,045 | 93,529 | 58,870 |
Depreciation expense | 14,333 | 10,717 | 5,238 |
Capital Expenditures for Segment Assets | 37,133 | 149,518 | 119,949 |
Segment Assets | 571,415 | 567,132 | |
Growth Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering revenue — related party | 10,359 | 13,435 | 9,745 |
Net Income (Loss) | (6,624) | 4,854 | 2,956 |
Depreciation expense | 2,157 | 1,948 | 1,952 |
Capital Expenditures for Segment Assets | 1,089 | 22,058 | 33,498 |
Segment Assets | 98,447 | 102,249 | |
Additional Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering revenue — related party | 30,974 | 33,714 | 6,202 |
Net Income (Loss) | 12,701 | 17,148 | 2,504 |
Depreciation expense | 4,711 | 2,388 | 1 |
Capital Expenditures for Segment Assets | 12,438 | 119,635 | 105,737 |
Segment Assets | 248,695 | 255,044 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Gathering revenue — related party | 0 | 0 | 1,236 |
Net Income (Loss) | 0 | 0 | 497 |
Depreciation expense | 0 | 0 | 139 |
Capital Expenditures for Segment Assets | $ 0 | $ 0 | $ 10,502 |
Long-Term Incentive Plan - Narr
Long-Term Incentive Plan - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Costs not yet recognized | $ 0.9 | ||
Long-Term Incentive Plan of 2014 | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Long-Term Incentive Plan of 2014 | Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual vesting percentage | 33.00% | ||
Award vesting period | 3 years | ||
Long-Term Incentive Plan of 2014 | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual vesting percentage | 33.00% | ||
Award vesting period | 3 years | ||
Long-Term Incentive Plan of 2014 | Stock Compensation Plan | Common Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common units authorized | 5,800,000 | ||
Long-Term Incentive Plan of 2014 | Phantom Share Units (PSUs) | Common Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit based compensation | $ 0.8 | $ 0.4 | $ 0 |
Long-Term Incentive Plan - Sche
Long-Term Incentive Plan - Schedule of Awarded and Unvested Units (Details) - Common Units - Long-Term Incentive Plan of 2014 - Phantom Share Units (PSUs) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Units | |
Total awarded and unvested at Period Start (in units) | shares | 32,070 |
Granted (in units) | shares | 153,143 |
Vested (in units) | shares | (19,750) |
Forfeited (in units) | shares | (7,346) |
Total awarded and unvested at Period End (in units) | shares | 158,117 |
Weighted Average Grant Date Fair Value | |
Total awarded and unvested, beginning balance (usd per share) | $ / shares | $ 19.98 |
Granted (usd per share) | $ / shares | 9.85 |
Vested (usd per share) | $ / shares | 19.83 |
Forfeited (usd per share) | $ / shares | 11.78 |
Total awarded and unvested, ending balance (usd per share) | $ / shares | $ 10.57 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 19, 2017$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash distribution declared to Parnership's unitholders | $ 0.2724 |
Uncategorized Items - cnnx-2016
Label | Element | Value | |
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] |
Distribution Made to Limited Liability Company (LLC) Member, Asset Distribution | cnnx_DistributionMadetoLimitedLiabilityCompanyLLCMemberAssetDistribution | 34,033,000 | |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 407,971,000 | |
Limited Liability Company (LLC) Members' Equity, Member Contributions | cnnx_LimitedLiabilityCompanyLLCMembersEquityMemberContributions | 138,626,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 40,235,000 | [2] |
Limited Liability Company (LLC) Members' Equity, Distribution of Net Assets | cnnx_LimitedLiabilityCompanyLLCMembersEquityDistributionofNetAssets | (514,258,000) | |
Partners' Capital Account, Sale of Units | us-gaap_PartnersCapitalAccountSaleOfUnits | 413,005,000 | |
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 | 360,000 | [2] |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 7,899,000 | |
AOCI Attributable to Parent [Member] | |||
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, Including Portion Attributable to Noncontrolling Interest | us-gaap_PartnersCapitalIncludingPortionAttributableToNoncontrollingInterest | 368,074,000 | |
Distribution Made to Limited Liability Company (LLC) Member, Asset Distribution | cnnx_DistributionMadetoLimitedLiabilityCompanyLLCMemberAssetDistribution | 34,033,000 | |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 407,971,000 | |
Limited Liability Company (LLC) Members' Equity, Member Contributions | cnnx_LimitedLiabilityCompanyLLCMembersEquityMemberContributions | 138,626,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 12,000,000 | [2] |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | (253,115,000) | |
Partners' Capital Account, Sale of Units | us-gaap_PartnersCapitalAccountSaleOfUnits | 413,005,000 | |
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 | 28,235,000 | [2] |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 253,115,000 | |
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 | 8,880,000 | [2] |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 193,329,000 | |
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, Distributions | us-gaap_PartnersCapitalAccountDistributions | 93,603,000 | |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 2,760,000 | [2] |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 59,915,000 | |
Partners' Capital Account, Sale of Units | us-gaap_PartnersCapitalAccountSaleOfUnits | $ 413,005,000 | |
[1] | Includes only net income in 2014 subsequent to the closing of the IPO. See Note 1 - Description of Business, Initial Public Offering and Basis of Presentation. | ||
[2] | Includes outstanding cash calls as of December 31, 2015 and 2014. See Note 6 — Receivables - Related Party. |