Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 07, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CNX 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, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 63,591,740 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 382.8 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | |||
Gathering revenue — related party | $ 184,693 | $ 239,211 | $ 203,423 |
Gathering revenue — third party | 49,155 | 0 | 0 |
Total Revenue | 233,848 | 239,211 | 203,423 |
Expenses | |||
Operating expense — third party | 26,640 | 30,405 | 28,987 |
Operating expense — related party | 25,513 | 29,771 | 29,937 |
General and administrative expense — third party | 5,506 | 5,174 | 4,444 |
General and administrative expense — related party | 10,961 | 10,656 | 8,636 |
Loss on asset sales | 3,914 | 10,083 | 0 |
Depreciation expense | 22,692 | 21,201 | 15,053 |
Interest expense | 4,560 | 1,799 | 835 |
Total Expense | 99,786 | 109,089 | 87,892 |
Net Income | 134,062 | 130,122 | 115,531 |
Less: Net income attributable to noncontrolling interest | 19,069 | 33,636 | 44,284 |
Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP | 114,993 | 96,486 | 71,247 |
Less: General partner interest in net income, including incentive distribution rights | 5,614 | 2,526 | 1,425 |
Limited partner interest in net income | $ 109,379 | $ 93,960 | $ 69,822 |
Net income per limited partner unit - Basic (in USD per unit) | $ 1.72 | $ 1.59 | $ 1.20 |
Net income per limited partner unit — Diluted (in USD per unit) | $ 1.72 | $ 1.58 | $ 1.20 |
Weighted average limited partner unit outstanding - Basic (in units) | 63,582 | 59,207 | 58,326 |
Weighted average limited partner units outstanding — Diluted (in units) | 63,634 | 59,289 | 58,340 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 3,194 | $ 6,421 |
Receivables — related party (Note 6) | 13,104 | 22,434 |
Receivables — third party (Note 6) | 8,251 | 0 |
Other current assets | 2,169 | 2,181 |
Total Current Assets | 26,718 | 31,036 |
Property and Equipment (Note 7): | ||
Property and equipment | 972,841 | 930,732 |
Less — accumulated depreciation | 73,563 | 52,172 |
Property and Equipment — Net | 899,278 | 878,560 |
Other assets (Note 8) | 593 | 8,961 |
TOTAL ASSETS | 926,589 | 918,557 |
Current Liabilities: | ||
Accounts payable | 23,602 | 18,007 |
Accounts payable — related party (Note 9) | 2,376 | 8,289 |
Total Current Liabilities | 25,978 | 26,296 |
Other Liabilities: | ||
Revolving credit facility (Note 10) | 149,500 | 167,000 |
Total Liabilities | 175,478 | 193,296 |
Partners’ Capital and Noncontrolling Interest: | ||
General partner interest | 4,328 | (2,311) |
Partners’ capital attributable to CNX Midstream Partners LP | 393,755 | 350,055 |
Noncontrolling interest | 357,356 | 375,206 |
Total Partners’ Capital and Noncontrolling Interest | 751,111 | 725,261 |
TOTAL LIABILITIES AND PARTNERS’ CAPITAL | 926,589 | 918,557 |
Common Units | ||
Partners’ Capital and Noncontrolling Interest: | ||
Limited partners' capital | 389,427 | 418,352 |
Subordinated Units | ||
Partners’ Capital and Noncontrolling Interest: | ||
Limited partners' capital | $ 0 | $ (65,986) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common Units | ||
Units issued (in units) | 63,588,152 | 34,363,371 |
Units outstanding (in units) | 63,588,152 | 34,363,371 |
Subordinated Units | ||
Units issued (in units) | 0 | 29,163,121 |
Units outstanding (in units) | 0 | 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 | |
Investments by partners and General Partner and noncontrolling interest holder activity | [1] | 156,540 | 156,540 | ||||
Quarterly distributions to unitholders | (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 | |
Investments by partners and General Partner and noncontrolling interest holder activity | (9,065) | 3 | 3 | (9,068) | |||
Quarterly distributions to unitholders | (59,690) | (29,128) | (29,111) | (1,451) | (59,690) | ||
Unit-based compensation | 775 | 775 | 775 | ||||
Acquisition of remaining 25% interest in Anchor System | (140,000) | (606) | (606) | (139,394) | |||
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 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net income | 134,062 | 72,215 | 37,164 | 5,614 | 114,993 | 19,069 | |
Investments by partners and General Partner and noncontrolling interest holder activity | (36,889) | 30 | 30 | (36,919) | |||
Quarterly distributions to unitholders | (77,117) | (39,544) | (33,514) | (4,059) | (77,117) | ||
Unit-based compensation | 1,176 | 1,176 | 1,176 | ||||
Vested units withheld for unitholder taxes | (436) | (436) | (436) | ||||
Conversion of subordinated units to common units | [2] | (62,336) | 62,336 | ||||
Noncash contribution of assets held by general partner | 5,054 | 5,054 | 5,054 | ||||
Partners' capital, ending balance at Dec. 31, 2017 | $ 751,111 | $ 389,427 | $ 0 | $ 4,328 | $ 393,755 | $ 357,356 | |
[1] | Includes outstanding cash calls as of December 31, 2015. | ||||||
[2] | All subordinated units were converted to common units on a one-for-one basis on November 15, 2017. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on October 1, 2017. See Note 4. |
Consolidated Statements Of Par6
Consolidated Statements Of Partners' Capital And Noncontrolling Interest (Parenthetical) | Nov. 15, 2017 | Nov. 16, 2016 |
Anchor Systems | ||
Limited partner controlling interest acquired, percentage | 25.00% | |
Subordinated Units | ||
Conversion ratio | 100.00% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | |||
Net income | $ 134,062 | $ 130,122 | $ 115,531 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation expense and amortization of debt issuance costs | 22,860 | 21,364 | 15,217 |
Unit-based compensation | 1,176 | 775 | 402 |
Loss on asset sales | 3,914 | 10,083 | 0 |
Other | 771 | 695 | 0 |
Changes in assets and liabilities: | |||
Receivables — related party | 9,330 | 7,265 | (3,148) |
Receivables — third party | (8,251) | 0 | 0 |
Other current and non-current assets | 162 | (144) | (673) |
Accounts payable | (2,520) | (16,691) | (10,954) |
Accounts payable — related party | (5,954) | 6,620 | (358) |
Net Cash Provided by Operating Activities | 155,550 | 160,089 | 116,017 |
Cash Flows from Investing Activities: | |||
Capital expenditures | (48,366) | (50,660) | (291,211) |
Proceeds from sale of assets | 21,531 | 5,332 | 0 |
Net Cash Used in Investing Activities | (26,835) | (45,328) | (291,211) |
Cash Flows from Financing Activities: | |||
Distributions to general partner and noncontrolling interest holders, net | (36,889) | (2,344) | 182,053 |
Quarterly distributions to unitholders | (77,117) | (59,690) | (52,094) |
Net (payment) proceeds from revolving credit facility | (17,500) | 93,500 | 42,200 |
Vested units withheld for unitholder taxes | (436) | (23) | 0 |
Acquisition of remaining 25.0% noncontrolling interest in the Anchor Systems | 0 | 140,000 | 0 |
Net Cash (Used In) Provided by Financing Activities | (131,942) | (108,557) | 172,159 |
Net (Decrease) Increase in Cash | (3,227) | 6,204 | (3,035) |
Cash at Beginning of Period | 6,421 | 217 | 3,252 |
Cash at End of Period | 3,194 | 6,421 | 217 |
Cash Paid During the Period For: | |||
Interest | 4,437 | 1,921 | 301 |
Noncash Investing Activities: | |||
Accrued capital expenditures | $ 9,942 | $ 3,471 | $ 15,452 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) | Nov. 16, 2016 |
Anchor Systems | |
Limited partner controlling interest acquired, percentage | 25.00% |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS CNX Midstream Partners LP (the “Partnership”), formerly known as CONE Midstream Partners LP, is a growth-oriented master limited partnership focused on the ownership, operation, development and acquisition of natural gas gathering and other midstream energy assets to service our customers’ production in the Marcellus Shale in Pennsylvania and West Virginia. The Partnership’s assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. The Partnership is managed by its general partner, CNX Midstream GP LLC, formerly known as CONE Midstream GP LLC (the “general partner”). The general partner is a wholly owned subsidiary of CNX Gathering LLC, formerly known as CONE Gathering LLC (“CNX Gathering”), which is a wholly owned subsidiary of CNX Resources Corporation, formerly known as CONSOL Energy Inc. (NYSE: CNX)(“CNX”). The Partnership was formed in May 2014 as a joint venture between CNX and Noble Energy, Inc (NYSE: NBL)(“Noble Energy”). On January 3, 2018, CNX Gas Company LLC (“CNX Gas”), a Virginia limited liability company, acquired Noble Energy’s 50% membership interest in CNX Gathering for a cash purchase price of $305.0 million and the mutual release of all outstanding claims between the parties (the “Transaction”). As a result of the Transaction, CNX, as the sole member of CNX Gas, owns 100% of the membership interest in CNX Gathering, and is the sole sponsor of the Partnership. Accordingly, we may refer to CNX as the “Sponsor” throughout this Annual Report on Form 10-K. Noble Energy continues to own 21,692,198 common units representing limited partner interests in the Partnership (the “Retained Units”); however, Noble Energy has announced its intention to divest of the Retained Units over the next few years. See Note 5–Related Party for additional information. Description of Business Our midstream assets are divided 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 CNX in proportion to CNX 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 CNX in proportion to CNX Gathering’s 95% retained ownership interest. 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 Sponsor or others. All of the personnel that conduct our business are employed or contracted by our general partner and its affiliates, including our Sponsor, 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. Following the Transaction, the Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “CNXM.” Concurrent with the closing of the IPO, CNX 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 CNX Gathering’s contribution of assets and liabilities to the Partnership, CNX 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 (all of which converted to common units in November 2017), 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 CNX and Noble Energy); • 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 CNX Gathering (the “Anchor Systems 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 and 50% to NBL Midstream LLC, a wholly owned subsidiary of Noble Energy. The Anchor Systems Acquisition was made pursuant to a Contribution Agreement (the “Contribution Agreement”), dated November 15, 2016, by and among the Partnership, our general partner, CNX Gathering, CNX Midstream Operating Company LLC, a Delaware limited liability company (the “Operating Company”), and the other parties thereto. At December 31, 2017, 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. Noble Energy Sale of Upstream Assets On June 28, 2017, Noble Energy sold its upstream assets in northern West Virginia and southern Pennsylvania to HG Energy II Appalachia, LLC (“HG Energy”), a portfolio company of Quantum Energy Partners, LP (“Quantum”), effectively making HG Energy the new shipper on the dedicated acreage that was previously owned by Noble Energy (the “Noble Energy Asset Sale”). In connection with the Noble Energy Asset Sale, Noble Energy provided notice to the Partnership of its release of approximately 37,000 undeveloped acres, which were primarily within the Growth and Additional Systems, from amounts dedicated to us as per the terms of our gathering agreement. The Partnership is in the process of confirming the dedication status of the acres that were released. The Partnership currently gathers the natural gas and condensate volumes produced by HG Energy on our dedicated acreage under the terms of our gathering agreement with Noble Energy, which was assigned to HG Energy upon consummation of the Noble Energy Asset Sale. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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. 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 Anchor Systems 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, CNX and Noble Energy, have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 5. 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, 2017 . 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 as of the last business day of our most recently completed second fiscal quarter, which determination shall be made as of the last day of such fiscal year; 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 Our revenues primarily consist of fees, which we charge on a per unit basis, for gathering natural gas that was produced by our shippers. We recognize revenue when services have been rendered, the prices are fixed or determinable, and collectability is reasonably assured. The fees we charge our Sponsor and the fees we charged Noble Energy, prior to consummation of the Noble Energy Asset Sale, are recorded in gathering revenue — related party in our consolidated statements of operations. Following consummation of the Noble Energy Asset Sale, fees from midstream services we perform for HG Energy and any other third party shipper are recorded in gathering revenue — third party in our consolidated statements of operations. 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 reserve as necessary using the specific identification method. Account balances are charged off against the reserve after all means of collection have been exhausted and the potential for recovery is considered remote. There were no reserves for uncollectable amounts at December 31, 2017 or 2016 . 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 the assets’ estimated useful lives or over their 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, 2017 and 2016 , 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. We are under no legal or contractual obligation to restore or dismantle our gathering system upon abandonment. Therefore, we have no recorded liabilities for asset retirement obligations at December 31, 2017 or 2016 . Variable Interest Entities Each of the Anchor, Growth and Additional Systems (the “ Limited Partnerships”) is also a limited partnership and a variable interest entity ( “ VIE”). These VIEs correspond with the manner in which we report our segment information in Note 13–Segment Information, 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 Partnership fully consolidates each of the Limited Partnerships through its ownership of the Operating Company, which, through its general partner ownership interest in each of the 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. 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 14–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. Recent Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09–Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We do not believe the updated requirements will materially impact our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01–Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The updated guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets is not a business. ASU 2017-01 is effective for annual reporting periods beginning after December 31, 2017 and interim periods therein. The Partnership adopted this guidance on January 1, 2018, which did not result in an adjustment to our consolidated financial statements. 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 adopted this guidance on January 1, 2018, which did not result in an adjustment to our consolidated financial statements. 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 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 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 collectability, 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. We have completed our detailed review of the impact of the new standard, and we adopted Topic 606 on January 1, 2018 using the modified retrospective method of adoption, which did not result in an adjustment to equity. We do not expect this standard will have a significant impact on net income in the year ending December 31, 2018. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contract with customers, including disaggregation of revenue and remaining performance obligations. |
Partnership Equity and Distribu
Partnership Equity and Distributions | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Distributions | DISTRIBUTIONS 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. The board of directors of our general partner (the “Board of Directors ”) declared the following cash distributions to the Partnership’s common, subordinated (when applicable) and general partner unitholders for the periods presented: (in thousands, except per unit information) Quarters Ended Total Quarterly Distribution Per Unit Total Quarterly Cash Distribution Date of Distribution 2016 March 31 $ 0.2450 $ 14,593 May 13, 2016 June 30 0.2540 15,209 August 12, 2016 September 30 0.2630 15,827 November 14, 2016 December 31 0.2724 18,004 February 14, 2017 2017 March 31 $ 0.2821 $ 18,842 May 15, 2017 June 30 0.2922 19,698 August 14, 2017 September 30 0.3025 20,573 November 14, 2017 See Note 4 for information regarding the conversion of subordinated units to common units on November 14, 2017. See Note 15 for information regarding the distribution that was approved by the Board of Directors with respect to the quarter ended December 31, 2017 . Incentive Distribution Rights Incentive distribution rights ( “ IDRs”) represent the right to receive an increasing percentage, up to a maximum of 48% (which does not include the 2% general partner interest), of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described in the table below have been achieved. All of the IDRs are currently held by our general partner. Our general partner may transfer the IDRs separately from its general partner interest. See Note 4–Net Income Per Limited Partner and General Partner Interest for additional details regarding achievement of target distribution levels. |
Net Income Per Limited Partner
Net Income Per Limited Partner and General Partner Interest | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner and General Partner Interest | NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST We allocate net income 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. Conversion of Subordinated Units From its inception through September 30, 2017, the Partnership paid equal distributions on common, subordinated and general partner units, excluding payments on the incentive distribution rights, which are paid in accordance with the table below. Upon payment of the cash distribution with respect to the quarter ended September 30, 2017, the financial requirements for the conversion of all subordinated units were satisfied. As a result, on November 15, 2017, all 29,163,121 subordinated units, which were owned entirely by CNX and Noble Energy in the aggregate, converted into common units on a one-for-one basis. For purposes of calculating a) net income allocable to subordinated units and b) weighted average subordinated units outstanding within the net income per common and subordinated unit calculations, the conversion of the subordinated units is deemed to have occurred on October 1, 2017. The conversion does not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests. Percentage Allocations of Available Cash from Operating Surplus 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, as holder of our IDRs, 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 (including IDRs) 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% The Second and Third Target Distributions 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. Historical earnings per unit The Partnership calculates historical earnings per unit under the two-class method and allocates the earnings or losses of a transferred business before the date of a dropdown transaction entirely to the general partner. If applicable, the previously reported earnings per unit of the limited partners would not change as a result of a dropdown transaction. 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 45,066 and 11,476 phantom units that were not included in the calculation for the years ended December 31, 2017 and 2016 because the effect would have been antidilutive. Basic and diluted net income per limited partner unit for common and subordinated units are as follows for the periods presented (all amounts in thousands, except per unit information) : December 31, 2017 2016 2015 Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP $ 114,993 $ 96,486 $ 71,247 Less: General partner interest in net income, including incentive distribution rights 5,614 2,526 1,425 Limited partner interest in net income $ 109,379 $ 93,960 $ 69,822 Net income allocable to common units - Basic and Diluted $ 70,837 $ 47,935 $ 34,911 Net income allocable to subordinated units - Basic and Diluted 38,542 46,025 34,911 Limited partner interest in net income - Basic and Diluted $ 109,379 $ 93,960 $ 69,822 Weighted average limited partner units outstanding — Basic Common units 41,710 30,044 29,163 Subordinated units 21,872 29,163 29,163 Total 63,582 59,207 58,326 Weighted average limited partner units outstanding — Diluted Common units 41,762 30,126 29,177 Subordinated units 21,872 29,163 29,163 Total 63,634 59,289 58,340 Net income per limited partner unit — Basic Common units $ 1.70 $ 1.60 $ 1.20 Subordinated units 1.76 1.58 1.20 Total $ 1.72 $ 1.59 $ 1.20 Net income per limited partner unit — Diluted Common units $ 1.70 $ 1.59 $ 1.20 Subordinated units 1.76 1.58 1.20 Total $ 1.72 $ 1.58 $ 1.20 |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party | RELATED PARTY Throughout 2017, and in the ordinary course of business, we engaged in related party transactions with CNX (and certain of its subsidiaries), CNX Gathering, and Noble Energy (which was a related party until the Transaction was consummated on January 3, 2018), including the billing and receipt of fees we receive under fixed fee gathering agreements (including electrically-powered compression our customers reimburse us) and operating expenses we reimburse to CNX. Related party revenues and related party expenses are presented as separate captions within our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015. During the year ended December 31, 2017, the Partnership sold property and equipment to CNX with a carrying value of $17.4 million for $14.0 million in cash proceeds. The resulting loss of $3.4 million was recorded as a loss on asset sales in the accompanying consolidated statement of operations, within the Additional Systems segment. In addition, CNX Gathering contributed assets with a carrying value of $5.0 million to the Partnership’s Anchor Systems during 2017. During the year ended December 31, 2015, the Partnership sold $2.2 million of supply inventory to CNX. The Partnership purchased supply inventory from a CNX subsidiary, which totaled $3.9 million for the year ended December 31, 2015 and was included in operating expense–related party. Sponsor-related charges within operating expense–related party and general and administrative expense–related party consisted of the following (dollars in thousands) : For the Years Ended December 31, 2017 2016 2015 Operational services–CNX $ 13,166 $ 12,875 $ 14,047 Electrical compression 12,347 16,896 15,890 Total Operating Expense — Related Party $ 25,513 $ 29,771 $ 29,937 CNX $ 10,378 $ 10,006 $ 8,083 Noble Energy 583 650 553 Total General and Administrative Expense — Related Party $ 10,961 $ 10,656 $ 8,636 In addition to the aforementioned transactions, throughout the years ended December 31, 2017, 2016 and 2015, CNX Gathering regularly reimbursed the Partnership for capital expenditures, initially funded by the Partnership, in proportion to CNX Gathering’s noncontrolling ownership interests in the Anchor, Growth and Additional Systems. We also distributed to CNX Gathering amounts related to their noncontrolling ownership interest in the earnings of the Anchor, Growth and Additional Systems as well as proceeds from sales of any assets in which CNX Gathering had ownership interests. This activity is recorded in the caption “Distributions to general partner and noncontrolling interest holders, net” in the consolidated statements of partners’ capital and noncontrolling interest and of cash flows. Omnibus Agreement In connection with our IPO, we entered into an omnibus agreement with CNX, Noble Energy, CNX Gathering and our general partner that addresses the following matters: • our payment of an annually-determined administrative support fee, which totaled $ 0.9 million for the year ended December 31, 2017, for the provision of certain services by CNX and its affiliates; • our payment of an annually-determined administrative support fee, which totaled $0.7 million for the year ended December 31, 2017, for the provision of certain executive services by CNX and its affiliates; • our payment of an annually-determined administrative support fee, which totaled $0.3 million for the year ended December 31, 2017, for the provision of certain executive services by Noble Energy and its affiliates; • our obligation to reimburse CNX and Noble Energy for all other direct or allocated costs and expenses incurred by CNX and Noble Energy 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) CNX Gathering’s retained interests in each of our Anchor Systems, Growth Systems and Additional Systems, (ii) CNX Gathering’s other ancillary midstream assets and (iii) any additional midstream assets that CNX Gathering develops; and • an indemnity from CNX 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 CNX 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. For as long as CNX Gathering controls our general partner, the omnibus agreement will remain in full force and effect. If CNX Gathering ceases to control our general partner, either party may terminate the omnibus agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms. Operational Services Agreement In connection with our IPO, we entered into an operational services agreement with CNX, which was amended and restated upon consummation of the Exchange Agreement on December 1, 2016. The amended and restated operating agreement is generally consistent with the terms of the old agreement, under which CNX 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 CNX may mutually agree upon from time to time. CNX prepares and submits for our approval a maintenance, operating and capital budget on an annual basis. CNX submits actual expenditures for reimbursement on a monthly basis, and we reimburse CNX for any direct third-party costs incurred by CNX in providing these services. The amended and restated 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. CNX 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 CNX 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 CNX’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) CNX is in material breach of the operational services agreement and fails to cure such default within 45 days. Under the amended and restated operational services agreement, CNX will indemnify us from any claims, losses or liabilities incurred by us, including third-party claims, arising from CNX’s performance of the agreement to the extent caused by CNX’s gross negligence or willful misconduct. We will indemnify CNX from any claims, losses or liabilities incurred by CNX, including any third-party claims, arising from CNX’s performance of the agreement, except to the extent such claims, losses or liabilities are caused by CNX’s gross negligence or willful misconduct. Our Gathering Agreements with CNX Gas and HG Energy On January 3, 2018, we entered into a new 20 -year, fixed-fee gathering agreement with CNX Gas that amended and restated the previous gathering agreement with CNX Gas in its entirety. Although the fees for services we provide in the Marcellus Shale for existing wells that were covered under the prior agreement (discussed below) remain unchanged in the new agreement, the new gas gathering agreement with CNX Gas also dedicates an additional 63,000 of acreage in the Utica Shale in and around the McQuay area and Wadestown area and introduces the following gas gathering and compression rates: • Gas Gathering: ◦ McQuay area Utica - a fee of $0.225 per MMBtu; and ◦ Wadestown Marcellus and Utica - a fee of $0.35 per MMBtu. • Compression: ◦ For areas not benefitting from system expansion pursuant to the Second Amended and Restated gas gathering agreement, compression services are included in the base fees; and ◦ In the McQuay and Wadestown areas, for wells turned in line beginning January 1, 2018 and beyond, we will receive additional fees of $0.065 per MMBtu for Tier 1 pressure services (maximum receipt point of pressure of 600 psi) and $0.130 per MMBtu for Tier 2 pressure services (maximum receipt point of pressure of 300 psi). Our new gathering agreement with CNX Gas also commits CNX Gas to drill the following numbers of wells in the McQuay area, provided that if 125 wells have been drilled and completed in the Marcellus Shale, then the remainder of such planned wells must be drilled in the Utica Shale. To the extent the requisite amount of wells are not drilled by CNX Gas in a given period, we will be entitled to a deficiency payment per shortfall well as set out in the parenthetical below: • January 1, 2018 to December 31, 2018 - 30 wells (deficiency payment of $3.5 million per well) • January 1, 2019 to April 30, 2020 - 40 wells (deficiency payment of $3.5 million per well) • May 1, 2020 to April 30, 2021 - 40 wells (deficiency payment of $2.0 million per well) • May 1, 2021 to April 30, 2022 - 30 wells (deficiency payment of $2.0 million per well) In the event that CNX Gas drills wells and completes a number of wells in excess of the number of wells required to be drilled and completed in such period, (i) the number of excess wells drilled and completed during such period will be applied to the minimum well requirement in the succeeding period or (ii) to the extent CNX Gas was required to make deficiency payments for shortfalls in the preceding period, CNX Gas may elect to cause the Partnership to pay a refund in an amount equal to (x) the number of excess wells drilled and completed during the period, multiplied by (y) the deficiency payment paid per well during the period in which the shortfall occurred. On December 1, 2016, we entered into new fixed-fee gathering agreements with Noble Energy and CNX Gas that replaced the gathering agreements that had been in place since our IPO. Our gathering agreement with Noble Energy was assigned to HG Energy upon consummation of the Noble Energy Asset Sale effective June 28, 2017. The terms of the agreement remain unchanged following the assignment, except as it relates to HG Energy’s inability to, without the Partnership’s consent, release dedicated acreage in connection with a transfer of such acreage free of the dedication to us, and exercise other initial shipper rights provided under the gathering agreement. HG Energy is currently not a related party of the Partnership; accordingly, the focus of the following disclosure is on current and historical related party transactions, which do not include transactions with HG Energy. Our fees for gathering services, throughout 2017, were 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 from the Marcellus Shale formation that did not require downstream processing, or dry gas, we received a fee of $0.42 per MMBtu. • For the services we provided with respect to the natural gas that required downstream processing, or wet gas, we received: ◦ a fee of $0.289 per MMBtu in the Moundsville area (Marshall County, West Virginia); ◦ a fee of $0.289 per MMBtu in the Pittsburgh International Airport area; and ◦ a fee of $0.578 per MMBtu for all other areas in the dedication area. • For the services we provided with respect to natural gas from the Utica Shale formation, we received a weighted average rate of $0.26 per MMBtu. • Our fees for condensate services were $5.25 per Bbl in the Majorsville area and $2.627 per Bbl in the Moundsville area. Each of the foregoing fees paid by CNX Gas escalates by 2.5% on January 1 on an annual basis, through and including the final calendar year of the initial term. Commencing on January 1, 2035, and as of January 1 thereafter, each of the applicable fees will be adjusted pursuant to the percentage change in CPI-U, but such fees will never escalate or decrease by more than 3% . Notwithstanding the foregoing, from time to time, CNX Gas and HG Energy 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 were active at December 31, 2017. We gather, compress, dehydrate and deliver all of CNX Gas’ dedicated natural gas in the Marcellus Shale on a first-priority basis and gather, inject, stabilize and store all of CNX Gas’ dedicated condensate on a first-priority basis, with the exception that 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. CNX Gas 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 periods that range from up to 24 - 48 months, as well as more general development plans that may extend as far as ten years. In addition, we regularly meet with CNX Gas 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 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. There are no restrictions under our gathering agreements on the ability of CNX Gas to transfer acreage in the right of first offer (“ROFO”) area, and any such transfer of acreage in the ROFO area will not be subject to our right of first offer. For additional information on the ROFO area, see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–How We Evaluate Our Operations–Throughput Volumes. Upon completion of its 20 -year term in 2037, our gathering agreement with CNX Gas will continue in effect from year to year until such time as the agreement is terminated by either us or CNX Gas on or before 180 days prior written notice. Registration Rights Agreement On January 3, 2018, in connection with the closing of the Transaction, the Partnership entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Noble Energy relating to the registered resale of common units that Noble acquired in connection with the IPO and upon conversion of subordinated units representing limited partner interests in the Partnership (collectively, the “Registrable Securities”). Pursuant to the Registration Rights Agreement, the Partnership is required to prepare and file a registration statement, or amend an existing registration statement, for the registered resale of the Registrable Securities and to use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after the Partnership’s release of earnings for the year ended December 31, 2017. In certain circumstances, and subject to customary qualifications and limitations, Noble Energy will have piggyback registration rights on offerings of common units initiated by the Partnership and other holders of common units. Noble will also have the right to request that the Partnership initiate up to four Demand Underwritten Offerings (as defined in the Registration Rights Agreement) of Registrable Securities, subject to certain limitations described in the Registration Rights Agreement. The Registration Rights Agreement will terminate no later than the third anniversary of the date on which the registration statement becomes effective. |
Receivables and Concentration o
Receivables and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Receivables and Concentration of Credit Risk | RECEIVABLES AND CONCENTRATION OF CREDIT RISK Receivables consisted of the following at December 31 (dollars in thousands) : 2017 2016 Receivables–related party CNX $ 12,801 $ 10,956 Noble Energy — 8,268 CNX Gathering 303 3,210 Receivables–related party 13,104 22,434 Receivables–third party 8,251 — Total Receivables $ 21,355 $ 22,434 Following the Noble Energy Asset Sale, CNX and HG Energy accounted for substantially all of the Partnership’s gathering revenues. Prior to the consummation of the Noble Energy Asset Sale, CNX and Noble Energy accounted for all of the Partnership’s gathering revenues. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31 (dollars in thousands) : 2017 2016 Estimated Useful Lives in Years Land $ 76,130 $ 72,878 N/A Gathering equipment 662,595 643,422 25 — 40 Compression equipment 180,038 169,681 30 — 40 Processing equipment 30,979 30,979 40 Assets under construction 23,099 13,772 N/A Total Property and Equipment $ 972,841 $ 930,732 Less: Accumulated Depreciation Gathering equipment $ 53,544 $ 37,275 Compression equipment 14,886 10,590 Processing equipment 5,133 4,307 Total Accumulated Depreciation $ 73,563 $ 52,172 Property and Equipment, Net $ 899,278 $ 878,560 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 Pipe stock $ 392 $ 8,596 Financing fees 122 286 Deposits 79 79 Total Other Assets $ 593 $ 8,961 During the year ended December 31, 2017, the Partnership sold a significant portion of its pipe stock, which was within the Growth Systems, for approximately $0.5 million below is carrying value. The resulting loss was recorded in loss from asset sales in the accompanying consolidated statements of operations. |
Accounts Payable - Related Part
Accounts Payable - Related Party | 12 Months Ended |
Dec. 31, 2017 | |
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) : 2017 2016 CNX: Expense reimbursements $ 780 $ 999 Capital expenditures reimbursements 83 1,148 General and administrative services 1,458 1,964 Operational expenditures reimbursements — 395 Other reimbursement — 1,060 Due to CNX total $ 2,321 $ 5,566 Noble Energy: Capital expenditures reimbursements — 1,105 General and administrative services 55 53 Operational expenditures reimbursements — 401 Other reimbursement — 1,060 Due to Noble Energy total $ 55 $ 2,619 CNX Gathering: Capital expenditures reimbursement to CNX Gathering — 104 Due to CNX Gathering total $ — $ 104 Total Accounts Payable — Related Party $ 2,376 $ 8,289 |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2017 | |
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. In connection with the Transaction, the lenders under our revolving credit facility waived certain change of control provisions contained in our revolving credit facility. We are 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 CNX Midstream Partners LP. • 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 CNX Midstream Partners LP divided by total interest charges. The Partnership is in compliance with each of the above referenced financial covenants at December 31, 2017. Accordingly, the Partnership had the maximum amount of revolving credit available for borrowing at December 31, 2017, or $100.5 million . The outstanding balances and LIBOR interest rates in effect (plus applicable margin) on our revolving credit facility as of the following dates are presented below. 2017 2016 (in thousands, except percentages) Debt Interest Rate (1) Debt Interest Rate (1) Revolving credit facility, due September 30, 2019 $ 149,500 3.11 % $ 167,000 2.26 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | |
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, 2017 are as follows (dollars in thousands) : Minimum Lease Payments 2018 $ 3,080 2019 1,627 2020 1,103 $ 5,810 Rental expense under operating leases was $7.6 million, $7.7 million and $9.2 million for the years ended December 31, 2017 , 2016 , and 2015 , 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, 2017 | |
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 for details. Segment results for the periods presented are as follows: For the Years Ended December 31, (in thousands) 2017 2016 2015 Gathering Revenue: Anchor Systems $ 186,897 $ 197,878 $ 156,274 Growth Systems 8,152 10,359 13,435 Additional Systems 38,799 30,974 33,714 Total Gathering Revenue $ 233,848 $ 239,211 $ 203,423 Net Income (Loss): Anchor Systems $ 113,990 $ 124,045 $ 93,529 Growth Systems 607 (6,624 ) 4,854 Additional Systems 19,465 12,701 17,148 Total Net Income $ 134,062 $ 130,122 $ 115,531 Depreciation Expense: Anchor Systems $ 15,170 $ 14,333 $ 10,717 Growth Systems 2,193 2,157 1,948 Additional Systems 5,329 4,711 2,388 Total Depreciation Expense $ 22,692 $ 21,201 $ 15,053 Capital Expenditures for Segment Assets: Anchor Systems $ 40,858 $ 37,133 $ 149,518 Growth Systems 702 1,089 22,058 Additional Systems 6,806 12,438 119,635 Total Capital Expenditures $ 48,366 $ 50,660 $ 291,211 Segment assets as of the dates presented are as follows: December 31, (in thousands) 2017 2016 Segment Assets: Anchor Systems $ 602,283 $ 571,415 Growth Systems 92,659 98,447 Additional Systems 231,647 248,695 Total Segment Assets $ 926,589 $ 918,557 |
Long-Term Incentive Plan
Long-Term Incentive Plan | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Long-Term Incentive Plan | LONG-TERM INCENTIVE PLAN Under the Partnership’s 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. The following table presents phantom unit activity during the year ended December 31, 2017: Number of Units Weighted Average Grant Date Fair Value Total awarded and unvested at December 31, 2016 158,117 $ 10.57 Granted 73,619 23.29 Vested (80,004) 11.05 Forfeited (17,579) 17.12 Total awarded and unvested at December 31, 2017 134,153 $ 16.40 The Partnership accounts for phantom units as equity awards and records compensation expense on a straight line basis over the vesting period of the awards based on their fair value on the grant dates. 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 Partnership recognized $1.2 million , $0.8 million and $0.4 million of compensation expense for the years ended December 31, 2017 , 2016 and 2015 , respectively, which was included in general and administrative expense - related party in the consolidated statements of operations. At December 31, 2017 , unrecognized compensation expense related to all outstanding awards was $1.1 million , which is expected to be recognized over the following two years . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On January 22, 2018, the board of directors of our general partner declared a cash distribution to the Partnership’s unitholders for the fourth quarter of 2017 of $0.3133 per common unit. The cash distribution will be paid on February 14, 2018 to unitholders of record as of the close of business on February 5, 2018. On February 7, 2018, the Partnership entered into a Purchase and Sale Agreement (the “Purchase Agreement”), with CNX Gathering, CNX Midstream DevCo I LP, a Delaware limited partnership (“DevCo I LP”), CNX Midstream DevCo III LP, a Delaware limited partnership (“DevCo III LP”), and, for certain purposes, CNX Midstream DevCo I GP LLC, a Delaware limited liability company, CNX Midstream DevCo III GP LLC, a Delaware limited liability company, and CNX Midstream Operating Company LLC, a Delaware limited liability company. CNX Gathering owns a 95% noncontrolling interest in DevCo III LP, which owns the gathering system and related assets commonly referred to as the Shirley-Penns System (the “Shirley-Penns System”), while the Partnership owns the remaining 5% controlling interest in DevCo III LP. Pursuant to the terms of the Purchase Agreement, DevCo III LP will transfer its interest in the Shirley-Penns System on a pro rata basis to CNX Gathering and the Partnership in accordance with each transferee’s respective ownership interest in DevCo III LP, and following such transfer, CNX Gathering will sell its aggregate interest in the Shirley-Penns System to DevCo I LP in exchange for cash consideration in the amount of $265 million (the “Acquisition”). The Partnership expects to fund the Acquisition with cash on hand and by accessing the capital markets, subject to market conditions. The Acquisition is expected to close in the first quarter of 2018, subject to customary closing conditions (the “Closing”). Following the Closing, the Partnership will own (through one or more intermediate entities) a 100% controlling interest in the Shirley-Penns System. In addition, in connection with the Closing, the Partnership expects to amend its gathering agreement with CNX Gas to require CNX Gas to make a minimum volume commitment for the Shirley-Penns System for the period from January 1, 2018 through December 31, 2031 and to establish certain gathering fees, deficiency payments and excess delivery credits related thereto. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). |
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. 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 Anchor Systems 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, CNX and Noble Energy, have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 5. |
Revenue Recognition | Our revenues primarily consist of fees, which we charge on a per unit basis, for gathering natural gas that was produced by our shippers. We recognize revenue when services have been rendered, the prices are fixed or determinable, and collectability is reasonably assured. The fees we charge our Sponsor and the fees we charged Noble Energy, prior to consummation of the Noble Energy Asset Sale, are recorded in gathering revenue — related party in our consolidated statements of operations. Following consummation of the Noble Energy Asset Sale, fees from midstream services we perform for HG Energy and any other third party shipper are recorded in gathering revenue — third party in our consolidated statements of operations. |
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 reserve as necessary using the specific identification method. Account balances are charged off against the reserve 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 the assets’ estimated useful lives or over their 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. We are under no legal or contractual obligation to restore or dismantle our gathering system upon abandonment. |
Variable Interest Entities | Each of the Anchor, Growth and Additional Systems (the “ Limited Partnerships”) is also a limited partnership and a variable interest entity ( “ VIE”). These VIEs correspond with the manner in which we report our segment information in Note 13–Segment Information, 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 Partnership fully consolidates each of the Limited Partnerships through its ownership of the Operating Company, which, through its general partner ownership interest in each of the 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. |
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 14–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. |
Recent Accounting Pronouncements | In May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09–Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We do not believe the updated requirements will materially impact our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01–Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The updated guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets is not a business. ASU 2017-01 is effective for annual reporting periods beginning after December 31, 2017 and interim periods therein. The Partnership adopted this guidance on January 1, 2018, which did not result in an adjustment to our consolidated financial statements. 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 adopted this guidance on January 1, 2018, which did not result in an adjustment to our consolidated financial statements. 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 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 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 collectability, 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. We have completed our detailed review of the impact of the new standard, and we adopted Topic 606 on January 1, 2018 using the modified retrospective method of adoption, which did not result in an adjustment to equity. We do not expect this standard will have a significant impact on net income in the year ending December 31, 2018. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contract with customers, including disaggregation of revenue and remaining performance obligations. |
Distributions (Tables)
Distributions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Cash Distributions | The board of directors of our general partner (the “Board of Directors ”) declared the following cash distributions to the Partnership’s common, subordinated (when applicable) and general partner unitholders for the periods presented: (in thousands, except per unit information) Quarters Ended Total Quarterly Distribution Per Unit Total Quarterly Cash Distribution Date of Distribution 2016 March 31 $ 0.2450 $ 14,593 May 13, 2016 June 30 0.2540 15,209 August 12, 2016 September 30 0.2630 15,827 November 14, 2016 December 31 0.2724 18,004 February 14, 2017 2017 March 31 $ 0.2821 $ 18,842 May 15, 2017 June 30 0.2922 19,698 August 14, 2017 September 30 0.3025 20,573 November 14, 2017 |
Net Income Per Limited Partne26
Net Income Per Limited Partner and General Partner Interest (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [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, as holder of our IDRs, 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 (including IDRs) 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% |
Schedule of Net Income (Loss) Per Unit | et income per limited partner unit for common and subordinated units are as follows for the periods presented (all amounts in thousands, except per unit information) : December 31, 2017 2016 2015 Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP $ 114,993 $ 96,486 $ 71,247 Less: General partner interest in net income, including incentive distribution rights 5,614 2,526 1,425 Limited partner interest in net income $ 109,379 $ 93,960 $ 69,822 Net income allocable to common units - Basic and Diluted $ 70,837 $ 47,935 $ 34,911 Net income allocable to subordinated units - Basic and Diluted 38,542 46,025 34,911 Limited partner interest in net income - Basic and Diluted $ 109,379 $ 93,960 $ 69,822 Weighted average limited partner units outstanding — Basic Common units 41,710 30,044 29,163 Subordinated units 21,872 29,163 29,163 Total 63,582 59,207 58,326 Weighted average limited partner units outstanding — Diluted Common units 41,762 30,126 29,177 Subordinated units 21,872 29,163 29,163 Total 63,634 59,289 58,340 Net income per limited partner unit — Basic Common units $ 1.70 $ 1.60 $ 1.20 Subordinated units 1.76 1.58 1.20 Total $ 1.72 $ 1.59 $ 1.20 Net income per limited partner unit — Diluted Common units $ 1.70 $ 1.59 $ 1.20 Subordinated units 1.76 1.58 1.20 Total $ 1.72 $ 1.58 $ 1.20 |
Related Party (Tables)
Related Party (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Sponsor-related charges within operating expense–related party and general and administrative expense–related party consisted of the following (dollars in thousands) : For the Years Ended December 31, 2017 2016 2015 Operational services–CNX $ 13,166 $ 12,875 $ 14,047 Electrical compression 12,347 16,896 15,890 Total Operating Expense — Related Party $ 25,513 $ 29,771 $ 29,937 CNX $ 10,378 $ 10,006 $ 8,083 Noble Energy 583 650 553 Total General and Administrative Expense — Related Party $ 10,961 $ 10,656 $ 8,636 |
Receivables and Concentration28
Receivables and Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Related Party Receivables | Receivables consisted of the following at December 31 (dollars in thousands) : 2017 2016 Receivables–related party CNX $ 12,801 $ 10,956 Noble Energy — 8,268 CNX Gathering 303 3,210 Receivables–related party 13,104 22,434 Receivables–third party 8,251 — Total Receivables $ 21,355 $ 22,434 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at December 31 (dollars in thousands) : 2017 2016 Estimated Useful Lives in Years Land $ 76,130 $ 72,878 N/A Gathering equipment 662,595 643,422 25 — 40 Compression equipment 180,038 169,681 30 — 40 Processing equipment 30,979 30,979 40 Assets under construction 23,099 13,772 N/A Total Property and Equipment $ 972,841 $ 930,732 Less: Accumulated Depreciation Gathering equipment $ 53,544 $ 37,275 Compression equipment 14,886 10,590 Processing equipment 5,133 4,307 Total Accumulated Depreciation $ 73,563 $ 52,172 Property and Equipment, Net $ 899,278 $ 878,560 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 Pipe stock $ 392 $ 8,596 Financing fees 122 286 Deposits 79 79 Total Other Assets $ 593 $ 8,961 |
Accounts Payable - Related Pa31
Accounts Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Related Party Payables | Related party payables consisted of the following at December 31 (dollars in thousands) : 2017 2016 CNX: Expense reimbursements $ 780 $ 999 Capital expenditures reimbursements 83 1,148 General and administrative services 1,458 1,964 Operational expenditures reimbursements — 395 Other reimbursement — 1,060 Due to CNX total $ 2,321 $ 5,566 Noble Energy: Capital expenditures reimbursements — 1,105 General and administrative services 55 53 Operational expenditures reimbursements — 401 Other reimbursement — 1,060 Due to Noble Energy total $ 55 $ 2,619 CNX Gathering: Capital expenditures reimbursement to CNX Gathering — 104 Due to CNX Gathering total $ — $ 104 Total Accounts Payable — Related Party $ 2,376 $ 8,289 |
Revolving Credit Facility (Tabl
Revolving Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Revolving Credit Facility | The outstanding balances and LIBOR interest rates in effect (plus applicable margin) on our revolving credit facility as of the following dates are presented below. 2017 2016 (in thousands, except percentages) Debt Interest Rate (1) Debt Interest Rate (1) Revolving credit facility, due September 30, 2019 $ 149,500 3.11 % $ 167,000 2.26 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Future minimum lease payments | Future minimum lease payments under operating leases as of December 31, 2017 are as follows (dollars in thousands) : Minimum Lease Payments 2018 $ 3,080 2019 1,627 2020 1,103 $ 5,810 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Operating Revenues and Income from Operations | Segment results for the periods presented are as follows: For the Years Ended December 31, (in thousands) 2017 2016 2015 Gathering Revenue: Anchor Systems $ 186,897 $ 197,878 $ 156,274 Growth Systems 8,152 10,359 13,435 Additional Systems 38,799 30,974 33,714 Total Gathering Revenue $ 233,848 $ 239,211 $ 203,423 Net Income (Loss): Anchor Systems $ 113,990 $ 124,045 $ 93,529 Growth Systems 607 (6,624 ) 4,854 Additional Systems 19,465 12,701 17,148 Total Net Income $ 134,062 $ 130,122 $ 115,531 Depreciation Expense: Anchor Systems $ 15,170 $ 14,333 $ 10,717 Growth Systems 2,193 2,157 1,948 Additional Systems 5,329 4,711 2,388 Total Depreciation Expense $ 22,692 $ 21,201 $ 15,053 Capital Expenditures for Segment Assets: Anchor Systems $ 40,858 $ 37,133 $ 149,518 Growth Systems 702 1,089 22,058 Additional Systems 6,806 12,438 119,635 Total Capital Expenditures $ 48,366 $ 50,660 $ 291,211 |
Reconciliation of Assets from Segment to Consolidated | Segment assets as of the dates presented are as follows: December 31, (in thousands) 2017 2016 Segment Assets: Anchor Systems $ 602,283 $ 571,415 Growth Systems 92,659 98,447 Additional Systems 231,647 248,695 Total Segment Assets $ 926,589 $ 918,557 |
Long-Term Incentive Plan (Table
Long-Term Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unvested Units Activity | The following table presents phantom unit activity during the year ended December 31, 2017: Number of Units Weighted Average Grant Date Fair Value Total awarded and unvested at December 31, 2016 158,117 $ 10.57 Granted 73,619 23.29 Vested (80,004) 11.05 Forfeited (17,579) 17.12 Total awarded and unvested at December 31, 2017 134,153 $ 16.40 |
Description of Business - Partn
Description of Business - Partnership Summary and Description of Business (Details) $ in Millions | Jan. 03, 2018USD ($)shares | Dec. 31, 2017segment |
Schedule of Equity Method Investments [Line Items] | ||
Number of operating segments | segment | 3 | |
Growth Systems | CNX Gathering | ||
Schedule of Equity Method Investments [Line Items] | ||
Noncontrolling interest, percent | 95.00% | |
Additional Systems | CNX Gathering | ||
Schedule of Equity Method Investments [Line Items] | ||
Noncontrolling interest, percent | 95.00% | |
Subsequent Event | CNX Gas | NBL Midstream, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash consideration transfered to purchase limited partner controlling interest | $ | $ 305 | |
Subsequent Event | Noble Energy | ||
Schedule of Equity Method Investments [Line Items] | ||
Units outstanding (in units) | shares | 21,692,198 | |
CNX Gathering LLC | Subsequent Event | CNX Gas | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest | 100.00% | |
CNX Gathering LLC | Subsequent Event | CNX Gas | NBL Midstream, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Limited partner controlling interest acquired, percentage | 50.00% |
Description of Business - Initi
Description of Business - Initial Public Offering and Subsequent Drop Down of additional Interests (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 16, 2016 | Sep. 30, 2014 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
General partner's ownership interest (as a percent) | 2.00% | ||
CNX Gathering LLC | |||
Business Acquisition [Line Items] | |||
General partner's ownership interest (as a percent) | 2.00% | 2.00% | |
Ownership interest | 64.20% | ||
Distribution of IPO proceeds | $ 408 | ||
Growth Systems | |||
Business Acquisition [Line Items] | |||
Ownership percentage after all transactions | 5.00% | ||
Additional Systems | |||
Business Acquisition [Line Items] | |||
Ownership percentage after all transactions | 5.00% | ||
Anchor Systems | |||
Business Acquisition [Line Items] | |||
Limited partner controlling interest acquired, percentage | 25.00% | ||
Cash consideration transfered | $ 140 | ||
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] | |||
Units sold in public offering | 20,125,000 | ||
Sale of units, price per unit (in dollars per unit) | $ 22 | ||
Common Units | CNX Gathering LLC | |||
Business Acquisition [Line Items] | |||
Sale of units (in units) | 9,038,121 | ||
Subordinated Units | CNX Gathering LLC | |||
Business Acquisition [Line Items] | |||
Sale of units (in units) | 29,163,121 | ||
Over-Allotment Option | Common Units | |||
Business Acquisition [Line Items] | |||
Units sold in public offering | 2,625,000 | ||
CNX Gathering LLC | Anchor Systems | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 75.00% | ||
CNX Gathering LLC | Growth Systems | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 5.00% | ||
CNX Gathering LLC | Additional Systems | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 5.00% |
Description of Business - Noble
Description of Business - Noble Energy Sale of Upstream Assets (Details) a in Thousands | Jun. 28, 2017a |
Noble Energy | Growth and Additional Systems | |
Schedule of Equity Method Investments [Line Items] | |
Acres divested | 37 |
Description of Business - CNX R
Description of Business - CNX Resources Acquisition of Noble Energy Interests and New Gas Gathering Agreements (Details) - Subsequent Event $ in Millions | Jan. 03, 2018USD ($)shares |
Noble Energy | |
Schedule of Equity Method Investments [Line Items] | |
Units outstanding (in units) | shares | 21,692,198 |
NBL Midstream, LLC | CNX Gas | |
Schedule of Equity Method Investments [Line Items] | |
Cash consideration transfered to purchase limited partner controlling interest | $ | $ 305 |
CNX Gathering LLC | CNX Gas | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest | 100.00% |
CNX Gathering LLC | NBL Midstream, LLC | CNX Gas | |
Schedule of Equity Method Investments [Line Items] | |
Limited partner controlling interest acquired, percentage | 50.00% |
Significant Accounting Polici40
Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | |
Tangible asset impairments | 0 | 0 | $ 0 |
Asset retirement obligation | $ 0 | $ 0 |
Distributions (Details)
Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 14, 2017 | Aug. 14, 2017 | May 15, 2017 | Feb. 14, 2017 | Nov. 14, 2016 | Aug. 12, 2016 | May 13, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Period to distribute available cash (in days) | 45 days | |||||||||||||||
Total Quarterly Distribution Per Unit (in dollars per share) | $ 0.2724 | $ 0.3025 | $ 0.2922 | $ 0.2821 | $ 0.2630 | $ 0.2540 | $ 0.245 | |||||||||
Total Quarterly Cash Distribution | $ 20,573 | $ 19,698 | $ 18,842 | $ 18,004 | $ 15,827 | $ 15,209 | $ 14,593 | $ 77,117 | $ 59,690 | $ 52,094 | ||||||
General partner's ownership interest (as a percent) | 2.00% | |||||||||||||||
Maximum | ||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Incentive distribution, rate (as a percent) | 48.00% |
Net Income Per Limited Partne42
Net Income Per Limited Partner and General Partner Interest - Conversion of Subordinated Units (Details) - shares | Nov. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Units outstanding (in units) | 63,588,152 | 34,363,371 | |
Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Units outstanding (in units) | 29,163,121 | 0 | 29,163,121 |
Conversion ratio | 100.00% |
Net Income Per Limited Partne43
Net Income Per Limited Partner and General Partner Interest - Percentage Allocations of Available Cash from Operating Surplus (Details) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Distribution Made to Limited Partner [Line Items] | |
General partner's ownership interest (as a percent) | 2.00% |
Period to distribute available cash (in days) | 45 days |
Minimum Quarterly Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Intended quarterly distribution to limited partner (in dollars per unit) | $ 0.2125 |
Marginal percentage interest in distributions, unitholders (as a percent) | 98.00% |
Marginal percentage interest in distributions, general partner (as a percent) | 2.00% |
First Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Marginal percentage interest in distributions, unitholders (as a percent) | 98.00% |
Marginal percentage interest in distributions, general partner (as a percent) | 2.00% |
Second Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Marginal percentage interest in distributions, unitholders (as a percent) | 85.00% |
Marginal percentage interest in distributions, general partner (as a percent) | 15.00% |
Third Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Marginal percentage interest in distributions, unitholders (as a percent) | 75.00% |
Marginal percentage interest in distributions, general partner (as a percent) | 25.00% |
Thereafter | |
Distribution Made to Limited Partner [Line Items] | |
Marginal percentage interest in distributions, unitholders (as a percent) | 50.00% |
Marginal percentage interest in distributions, general partner (as a percent) | 50.00% |
Minimum | First Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Intended quarterly distribution to limited partner (in dollars per unit) | $ 0.2125 |
Minimum | Second Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Intended quarterly distribution to limited partner (in dollars per unit) | 0.24438 |
Minimum | Third Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Intended quarterly distribution to limited partner (in dollars per unit) | 0.26563 |
Minimum | Thereafter | |
Distribution Made to Limited Partner [Line Items] | |
Intended quarterly distribution to limited partner (in dollars per unit) | 0.31875 |
Maximum | First Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Intended quarterly distribution to limited partner (in dollars per unit) | 0.24438 |
Maximum | Second Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Intended quarterly distribution to limited partner (in dollars per unit) | 0.26563 |
Maximum | Third Target Distribution | |
Distribution Made to Limited Partner [Line Items] | |
Intended quarterly distribution to limited partner (in dollars per unit) | $ 0.31875 |
Net Income Per Limited Partne44
Net Income Per Limited Partner and General Partner Interest - Historical Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Limited Partners' Capital Account [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 45,066 | 11,476 | |
Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP | $ 114,993 | $ 96,486 | $ 71,247 |
Less: General partner interest in net income, including incentive distribution rights | 5,614 | 2,526 | 1,425 |
Limited partner interest in net income | $ 109,379 | $ 93,960 | $ 69,822 |
Weighted average limited partner units outstanding — Basic | |||
Weighted average limited partner unit outstanding - Basic (in units) | 63,582,000 | 59,207,000 | 58,326,000 |
Weighted average limited partner units outstanding — Diluted | |||
Weighted average limited partner units outstanding — Diluted (in units) | 63,634,000 | 59,289,000 | 58,340,000 |
Net income per limited partner unit — Basic | |||
Net income per limited partner unit — Basic (in USD per unit) | $ 1.72 | $ 1.59 | $ 1.20 |
Net income per limited partner unit — Diluted | |||
Net income per limited partner unit — Diluted (in USD per unit) | $ 1.72 | $ 1.58 | $ 1.20 |
Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Limited partner interest in net income | $ 70,837 | $ 47,935 | $ 34,911 |
Weighted average limited partner units outstanding — Basic | |||
Weighted average limited partner unit outstanding - Basic (in units) | 41,710,000 | 30,044,000 | 29,163,000 |
Weighted average limited partner units outstanding — Diluted | |||
Weighted average limited partner units outstanding — Diluted (in units) | 41,762,000 | 30,126,000 | 29,177,000 |
Net income per limited partner unit — Basic | |||
Net income per limited partner unit — Basic (in USD per unit) | $ 1.70 | $ 1.60 | $ 1.20 |
Net income per limited partner unit — Diluted | |||
Net income per limited partner unit — Diluted (in USD per unit) | $ 1.70 | $ 1.59 | $ 1.20 |
Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Limited partner interest in net income | $ 38,542 | $ 46,025 | $ 34,911 |
Weighted average limited partner units outstanding — Basic | |||
Weighted average limited partner unit outstanding - Basic (in units) | 21,872,000 | 29,163,000 | 29,163,000 |
Weighted average limited partner units outstanding — Diluted | |||
Weighted average limited partner units outstanding — Diluted (in units) | 21,872,000 | 29,163,000 | 29,163,000 |
Net income per limited partner unit — Basic | |||
Net income per limited partner unit — Basic (in USD per unit) | $ 1.76 | $ 1.58 | $ 1.20 |
Net income per limited partner unit — Diluted | |||
Net income per limited partner unit — Diluted (in USD per unit) | $ 1.76 | $ 1.58 | $ 1.20 |
Related Party - Related Party T
Related Party - Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Property and Equipment, Net | $ 899,278 | $ 878,560 | |
Proceeds from sale of assets | 21,531 | $ 5,332 | $ 0 |
Noncash contribution of assets held by general partner | 5,054 | ||
CNX | Affiliated Entity | Sales Of Supply Inventory | |||
Related Party Transaction [Line Items] | |||
Supply inventory sold | 2,200 | ||
CNX Gathering LLC | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Noncash contribution of assets held by general partner | 5,000 | ||
CNX Subsidiary | Affiliated Entity | Purchases of Inventory | |||
Related Party Transaction [Line Items] | |||
Purchases of supply inventory | $ 3,900 | ||
Additional Systems | CNX | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Property and Equipment, Net | 17,400 | ||
Proceeds from sale of assets | 14,000 | ||
Loss on asset sales | $ 3,400 |
Related Party - Schedule of Rel
Related Party - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
General and administrative expense — related party | $ 10,961 | $ 10,656 | $ 8,636 |
Operating Expense | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Charges for services | 25,513 | 29,771 | 29,937 |
General and Administrative Expense | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
General and administrative expense — related party | 10,961 | 10,656 | 8,636 |
CNX | Operating Expense | Affiliated Entity | Shared Service Agreement | |||
Related Party Transaction [Line Items] | |||
Charges for services | 13,166 | 12,875 | 14,047 |
CNX | General and Administrative Expense | Affiliated Entity | Shared Service Agreement | |||
Related Party Transaction [Line Items] | |||
General and administrative expense — related party | 10,378 | 10,006 | 8,083 |
CNX Resources And Noble Energy | Operating Expense | Affiliated Entity | Electrically-powered Compression Reimbursement | |||
Related Party Transaction [Line Items] | |||
Charges for services | 12,347 | 16,896 | 15,890 |
Noble Energy | General and Administrative Expense | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
General and administrative expense — related party | $ 583 | $ 650 | $ 553 |
Related Party - Omnibus Agreeme
Related Party - Omnibus Agreement (Details) - Affiliated Entity $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
CNX | Administrative Services | |
Related Party Transaction [Line Items] | |
General and administrative expenses | $ 0.9 |
CNX | Executive Administrative Services | |
Related Party Transaction [Line Items] | |
General and administrative expenses | 0.7 |
Noble Energy | Executive Administrative Services | |
Related Party Transaction [Line Items] | |
General and administrative expenses | $ 0.3 |
Related Party - Operational Ser
Related Party - Operational Services Agreement (Details) - CNX - Affiliated Entity - Operational Service Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |
Termination period to either party | 6 months |
Termination period | 180 days |
Maximum period to cure default | 45 days |
Related Party - Gathering Agree
Related Party - Gathering Agreements (Details) a in Thousands, $ in Millions | Jan. 03, 2018awell$ / MMBTU | Apr. 30, 2022USD ($)well | Apr. 30, 2021USD ($)well | Dec. 31, 2018USD ($)well | Dec. 31, 2017$ / bbl$ / MMBTU | Apr. 30, 2020USD ($)well | Jan. 01, 2018$ / MMBTU |
Related Party Transaction [Line Items] | |||||||
Downstream fees receivable (in dollars per MMBtu) | 0.578 | ||||||
Conditional increase, percent | 2.50% | ||||||
Maximum change in fees, commencing January 1, 2035, percent | 3.00% | ||||||
Marcellus Shale formation | |||||||
Related Party Transaction [Line Items] | |||||||
Fees receivable, excluding downstream (in dollars per MMBtu) | 0.42 | ||||||
West Virgina | |||||||
Related Party Transaction [Line Items] | |||||||
Downstream fees receivable (in dollars per MMBtu) | 0.289 | ||||||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 2.627 | ||||||
Pennsylvania | |||||||
Related Party Transaction [Line Items] | |||||||
Downstream fees receivable (in dollars per MMBtu) | 0.289 | ||||||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 5.25 | ||||||
Utica Shale formation | Gas Gathering Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Downstream fees receivable, weighted average (in dollars per MMBtu) | 0.26 | ||||||
Subsequent Event | CNX Gas | Affiliated Entity | Gas Gathering Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Term of agreement | 20 years | ||||||
Additional acres dedicated (in acres) | a | 63 | ||||||
Termination period to either party | 180 days | ||||||
Subsequent Event | CNX Gas | Utica Shale, McQuay Area | Affiliated Entity | Gas Gathering Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Gas gathering fee (in dollars per MMBtu) | 0.225 | ||||||
Subsequent Event | CNX Gas | Marcellus and Utical Shale, Wadestown Area | Affiliated Entity | Gas Gathering Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Gas gathering fee (in dollars per MMBtu) | 0.35 | ||||||
Subsequent Event | CNX Gas | McQuay And Wadestown Areas | Affiliated Entity | Gas Gathering Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Compression fee, tier 1 pressure services, maximum of 600 psi (in dollars per MMBtu) | 0.065 | ||||||
Compression fee, tier 2 pressure services, maximum of 300 psi (in dollars per MMBtu | 0.130 | ||||||
Subsequent Event | CNX Gas | Marcellus Shale formation | Affiliated Entity | Gas Gathering Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Number of wells drilled and completed (in wells) | well | 125 | 30 | 40 | 30 | 40 | ||
Deficiency payment, per well | $ | $ 2 | $ 2 | $ 3.5 | $ 3.5 | |||
Subsequent Event | Minimum | CNX Gas | Affiliated Entity | Gas Gathering Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Quarterly update, historical period | 24 months | ||||||
Subsequent Event | Maximum | CNX Gas | Affiliated Entity | Gas Gathering Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Quarterly update, historical period | 48 months | ||||||
Quarterly update, future outlook period | 10 years |
Related Party - Registration Ri
Related Party - Registration Rights Agreement (Details) | Jan. 03, 2018offering |
CNX Gas | Subsequent Event | Affiliated Entity | Gas Gathering Agreements | |
Related Party Transaction [Line Items] | |
Number of demand underwritten offerings of registrable securities | 4 |
Receivables and Concentration51
Receivables and Concentration of Credit Risk (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables–related party | $ 13,104 | $ 22,434 |
Receivables–third party | 8,251 | 0 |
Total Receivables | 21,355 | 22,434 |
Affiliated Entity | CNX | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables–related party | 12,801 | 10,956 |
Affiliated Entity | Noble Energy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables–related party | 0 | 8,268 |
Affiliated Entity | CNX Gathering | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables–related party | $ 303 | $ 3,210 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 972,841 | $ 930,732 |
Less — accumulated depreciation | 73,563 | 52,172 |
Property and Equipment — Net | 899,278 | 878,560 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 76,130 | 72,878 |
Gathering equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 662,595 | 643,422 |
Less — accumulated depreciation | $ 53,544 | 37,275 |
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 | $ 180,038 | 169,681 |
Less — accumulated depreciation | $ 14,886 | 10,590 |
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 | $ 5,133 | 4,307 |
Estimated useful lives | 40 years | |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 23,099 | $ 13,772 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Pipe stock | $ 392 | $ 8,596 |
Financing fees | 122 | 286 |
Deposits | 79 | 79 |
Total Other Assets | $ 593 | $ 8,961 |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Loss on sale of other assets - amount below carrying value | $ 0.5 |
Accounts Payable - Related Pa55
Accounts Payable - Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Accounts payable — related party | $ 2,376 | $ 8,289 |
CNX | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 2,321 | 5,566 |
CNX | Expense reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 780 | 999 |
CNX | Capital expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 83 | 1,148 |
CNX | General and administrative services | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 1,458 | 1,964 |
CNX | Operational expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 0 | 395 |
CNX | Other reimbursement | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 0 | 1,060 |
Noble Energy | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 55 | 2,619 |
Noble Energy | Capital expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 0 | 1,105 |
Noble Energy | General and administrative services | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 55 | 53 |
Noble Energy | Operational expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 0 | 401 |
Noble Energy | Other reimbursement | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 0 | 1,060 |
CNX Gathering LLC | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | 0 | 104 |
CNX Gathering LLC | Capital expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Accounts payable — related party | $ 0 | $ 104 |
Revolving Credit Facility - Nar
Revolving Credit Facility - Narrative (Details) - Revolving Credit Facility | Sep. 30, 2014USD ($) | Dec. 31, 2017USD ($) |
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 | $ 100,500,000 | |
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% | |
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% | |
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% |
Revolving Credit Facility - Sch
Revolving Credit Facility - Schedule of Facility (Details) - Revolving Credit Facility - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Long term line of credit | $ 149,500 | $ 167,000 |
Credit facility interest rate | 3.11% | 2.26% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases, Operating [Abstract] | |
2,018 | $ 3,080 |
2,019 | 1,627 |
2,020 | 1,103 |
Total future minimum lease payments | $ 5,810 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases, Operating [Abstract] | |||
Rental expense | $ 7.6 | $ 7.7 | $ 9.2 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 3 | ||
Gathering Revenue: | $ 233,848 | $ 239,211 | $ 203,423 |
Net Income (Loss): | 134,062 | 130,122 | 115,531 |
Depreciation Expense: | 22,692 | 21,201 | 15,053 |
Capital Expenditures for Segment Assets: | 48,366 | 50,660 | 291,211 |
Segment Assets: | 926,589 | 918,557 | |
Anchor Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue: | 186,897 | 197,878 | 156,274 |
Net Income (Loss): | 113,990 | 124,045 | 93,529 |
Depreciation Expense: | 15,170 | 14,333 | 10,717 |
Capital Expenditures for Segment Assets: | 40,858 | 37,133 | 149,518 |
Segment Assets: | 602,283 | 571,415 | |
Growth Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue: | 8,152 | 10,359 | 13,435 |
Net Income (Loss): | 607 | (6,624) | 4,854 |
Depreciation Expense: | 2,193 | 2,157 | 1,948 |
Capital Expenditures for Segment Assets: | 702 | 1,089 | 22,058 |
Segment Assets: | 92,659 | 98,447 | |
Additional Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue: | 38,799 | 30,974 | 33,714 |
Net Income (Loss): | 19,465 | 12,701 | 17,148 |
Depreciation Expense: | 5,329 | 4,711 | 2,388 |
Capital Expenditures for Segment Assets: | 6,806 | 12,438 | $ 119,635 |
Segment Assets: | $ 231,647 | $ 248,695 |
Long-Term Incentive Plan - Narr
Long-Term Incentive Plan - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 2 years | ||
Costs not yet recognized | $ 1.1 | ||
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] | |||
Award vesting period | 3 years | ||
Annual vesting percentage | 33.00% | ||
Long-Term Incentive Plan of 2014 | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Annual vesting percentage | 33.00% | ||
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 | $ 1.2 | $ 0.8 | $ 0.4 |
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, 2017$ / sharesshares | |
Number of Units | |
Total awarded and unvested at Period Start (in units) | shares | 158,117 |
Granted (in units) | shares | 73,619 |
Vested (in units) | shares | (80,004) |
Forfeited (in units) | shares | (17,579) |
Total awarded and unvested at Period End (in units) | shares | 134,153 |
Weighted Average Grant Date Fair Value | |
Total awarded and unvested, beginning balance (usd per share) | $ / shares | $ 10.57 |
Granted (usd per share) | $ / shares | 23.29 |
Vested (usd per share) | $ / shares | 11.05 |
Forfeited (usd per share) | $ / shares | 17.12 |
Total awarded and unvested, ending balance (usd per share) | $ / shares | $ 16.40 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | Feb. 07, 2018 | Jan. 22, 2018 | Mar. 31, 2018 |
Subsequent Event [Line Items] | |||
Cash distribution declared to Parnership's unitholders | $ 0.3133 | ||
Shirley-Penns System [Member] | |||
Subsequent Event [Line Items] | |||
Ownership interest | 100.00% | ||
DevCo III LP | |||
Subsequent Event [Line Items] | |||
Noncontrolling interest, percent | 95.00% | ||
Noncontrolling interest, ownership percentage by parent | 5.00% | ||
Cash consideration transfered to purchase limited partner controlling interest | $ 265 |