Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 03, 2018 | |
Entity Information [Line Items] | ||
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-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 63,638,165 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenue | |||
Gathering revenue — related party | $ 37,730 | $ 58,958 | |
Gathering revenue — third party | 26,139 | 0 | |
Total Revenue | 63,869 | 58,958 | |
Expenses | |||
Operating expense — related party | 4,435 | 7,628 | |
Operating expense — third party | 8,468 | 6,633 | |
General and administrative expense — related party | 3,612 | 2,883 | |
General and administrative expense — third party | 2,549 | 1,192 | |
Loss on asset sales | 2,755 | 673 | |
Depreciation expense | 5,856 | 5,671 | |
Interest expense | 2,489 | 1,038 | |
Total Expense | 30,164 | 25,718 | |
Net Income | 33,705 | 33,240 | |
Less: Net income attributable to noncontrolling interest | 5,858 | 3,173 | |
Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP | 27,847 | 30,067 | |
Calculation of Limited Partner Interest in Net Income: | |||
Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP | 27,847 | 30,067 | |
Less: General partner interest in net income, including incentive distribution rights | 2,152 | 1,129 | |
Limited partner interest in net income | $ 25,695 | $ 28,938 | |
Net income per limited partner unit - Basic (in dollars per unit) | $ 0.40 | $ 0.46 | |
Net income per limited partner unit - Diluted (in dollars per unit) | $ 0.40 | $ 0.45 | |
Limited partner units outstanding - Basic (in shares) | 63,623 | 63,566 | |
Limited partner units outstanding - Diluted (in shares) | 63,659 | 63,617 | |
Cash distributions declared per unit (in dollars per share) | [1] | $ 0.3245 | $ 0.2821 |
[1] | Represents the cash distributions declared during the month following the end of each respective quarterly period. See Note 15. |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 1,966 | $ 3,194 |
Receivables — related party (Note 6) | 13,411 | 13,104 |
Receivables — third party (Note 6) | 9,645 | 8,251 |
Other current assets | 3,242 | 2,169 |
Total Current Assets | 28,264 | 26,718 |
Property and Equipment (Note 7): | ||
Property and equipment | 978,890 | 972,841 |
Less — accumulated depreciation | 79,332 | 73,563 |
Property and Equipment, Net | 899,558 | 899,278 |
Other assets (Note 8) | 4,294 | 593 |
TOTAL ASSETS | 932,116 | 926,589 |
Current Liabilities: | ||
Accounts payable | 23,363 | 23,602 |
Accounts payable — related party (Note 9) | 3,056 | 2,376 |
Total Current Liabilities | 26,419 | 25,978 |
Other Liabilities: | ||
Revolving credit facility (Note 10) | 20,000 | 149,500 |
Long-term debt (Note 11) | 392,647 | 0 |
Total Liabilities | 439,066 | 175,478 |
Partners’ Capital: | ||
Common units (63,638,165 units issued and outstanding at March 31, 2018 and 63,588,152 units issued and outstanding at December 31, 2017) | 241,844 | 389,427 |
General partner interest | 4,930 | 4,328 |
Partners’ capital attributable to CNX Midstream Partners LP | 246,774 | 393,755 |
Noncontrolling interest | 246,276 | 357,356 |
Total Partners’ Capital | 493,050 | 751,111 |
TOTAL LIABILITIES AND PARTNERS’ CAPITAL | $ 932,116 | $ 926,589 |
CONSOLIDATED BALANCE SHEETS (U4
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Units issued (in shares) | 63,638,165 | 63,588,152 |
Units outstanding (in shares) | 63,638,165 | 63,588,152 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL AND NONCONTROLLING INTEREST (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Total Capital Attributable to Partners | Total Capital Attributable to PartnersLimited | Total Capital Attributable to PartnersGeneral Partner | Noncontrolling Interest |
Partners' Capital, beginning balance at Dec. 31, 2017 | $ 751,111 | $ 393,755 | $ 389,427 | $ 4,328 | $ 357,356 |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net income | 33,705 | 27,847 | 25,695 | 2,152 | 5,858 |
Contributions from (distributions to) general partner and noncontrolling interest holders, net | (5,509) | 16 | 16 | (5,525) | |
Quarterly distributions to unitholders | (21,489) | (21,489) | (19,923) | (1,566) | |
Acquisition of Shirley-Penns System | (265,000) | (153,587) | (153,587) | (111,413) | |
Unit-based compensation | 579 | 579 | 579 | ||
Vested units withheld for unitholder taxes | (347) | (347) | (347) | ||
Partners' Capital, ending balance at Mar. 31, 2018 | $ 493,050 | $ 246,774 | $ 241,844 | $ 4,930 | $ 246,276 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net income | $ 33,705 | $ 33,240 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense and amortization of debt issuance costs | 6,039 | 5,713 |
Unit-based compensation | 579 | 283 |
Loss on asset sales | 2,755 | 673 |
Other | 117 | 83 |
Changes in assets and liabilities: | ||
Receivables — related party | 453 | (458) |
Receivables — third party | (1,394) | 0 |
Other current and non-current assets | (650) | 3 |
Accounts payable | (294) | (2,386) |
Accounts payable — related party | 557 | (2,975) |
Net Cash Provided by Operating Activities | 41,867 | 34,176 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (15,972) | (11,192) |
Proceeds from sale of assets | 5,816 | 0 |
Net Cash Used in Investing Activities | (10,156) | (11,192) |
Cash Flows from Financing Activities: | ||
Distributions (to) from partners and noncontrolling interest holders, net | (5,509) | 28 |
Vested units withheld for unitholder taxes | (347) | (411) |
Quarterly distributions to unitholders | (21,489) | (18,004) |
Net payments on unsecured $250.0 million credit facility | (149,500) | (5,000) |
Net borrowings on secured $600.0 million credit facility | 20,000 | 0 |
Proceeds from issuance of long-term debt, net of discount | 394,000 | 0 |
Debt issuance costs | (5,094) | 0 |
Acquisition of Shirley-Penns System | (265,000) | 0 |
Net Cash Used In Financing Activities | (32,939) | (23,387) |
Net Decrease in Cash | (1,228) | (403) |
Cash at Beginning of Period | 3,194 | 6,421 |
Cash at End of Period | 1,966 | 6,018 |
Cash paid during the period for: | ||
Interest | $ 1,160 | $ 1,060 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) | Mar. 08, 2018 | Sep. 30, 2014 |
Credit Facility | ||
Revolving credit facility | $ 600,000,000 | $ 250,000,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS CNX Midstream Partners LP (the “Partnership”) 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 and Utica 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 (the “general partner”), a wholly owned subsidiary of CNX Gathering LLC (“CNX Gathering”). Following the January 3, 2018 transaction discussed below, CNX Gathering became a wholly owned subsidiary of CNX Resources Corporation (NYSE: CNX) (“CNX”). The Partnership was formed in May 2014 as a joint venture between CNX and Noble Energy, Inc (“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 cash consideration of $305.0 million and the mutual release of all outstanding claims between the parties (the “Transaction”). As a result of the Transaction, CNX 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 Quarterly Report on Form 10-Q. 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. Acquisition of Shirley-Penns System At December 31, 2017, CNX Gathering owned a 95% noncontrolling interest in DevCo III LP (which we refer to as the “Additional Systems”), which owned the gathering system and related assets commonly referred to as the Shirley-Penns System (the “Shirley-Penns System”), while the Partnership owned the remaining 5% controlling interest in DevCo III LP. On March 16, 2018, the Partnership closed its previously announced acquisition of the remaining 95% interest in the Shirley-Penns System, pursuant to which DevCo III LP transferred 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. Following such transfer, CNX Gathering sold its aggregate interest in the Shirley-Penns System to DevCo I LP (which we refer to as the “Anchor Systems”) in exchange for cash consideration in the amount of $265.0 million (the “Shirley-Penns Acquisition”). The Partnership funded the Shirley-Penns Acquisition with a portion of the proceeds from the issuance of 6.5% senior notes due 2026 (the “Senior Notes”). See Note 11 for details. At March 31, 2018, the Partnership owns a 100% controlling interest in the Shirley-Penns System. The Additional Systems continue to hold other gathering systems in which the Partnership owns a 5% controlling interest. 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, in which the Partnership owns a 100% controlling interest, 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. Effective March 16, 2018, the Anchor Systems also include the Shirley-Penns System. • Our Growth Systems are primarily located in the dry gas regions of our dedicated acreage in central West Virginia 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 (primarily the Moundsville, Wadestown and Pittsburgh Airport Systems) 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 others, which may include personnel of CNX as provided through contractual relationships with the Partnership. 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. See Note 5 for details. 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”), effectively making HG Energy the new shipper on the dedicated acreage that was previously owned by Noble Energy (the “Noble Energy Asset Sale”). 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 | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying unaudited 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. In the opinion of management, all adjustments considered necessary for a fair presentation of the accompanying consolidated financial statements have been included. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. 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 reflects only that portion of net income that is attributable to the Partnership’s unitholders. Transactions between the Partnership and CNX 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 the aforementioned reporting exemptions until we are no longer an emerging growth company, which could last for up to five years from the date of our IPO (through September 30, 2019). However, we may lose our status as an emerging growth company during the year ending December 31, 2018 if any of the following occurs: • we have more than $1.0 billion of revenues in the year ending December 31, 2018; • the limited partner interests held by non-affiliates have a market value of more than $700 million as of June 30, 2018, which determination shall be made as of December 31, 2018; 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 On January 1, 2018, the Partnership adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method. We did not have a transition adjustment as a result of the adoption of the new revenue standard. Revenues from contracts with customers We record revenue when obligations under the terms of the contracts with our shippers are satisfied; generally this occurs on a daily basis as we gather gas at the wellhead. Revenue is measured as the amount of consideration we expect to receive, on a per unit basis, in exchange for providing the natural gas gathering services. Nature of performance obligations At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promised service that is distinct. To identify the performance obligations, we consider all of the services promised in the contract, regardless of whether they are explicitly stated or are implied by customary business practices. Our revenue is generated from natural gas gathering activities. The gas gathering services are interruptible in nature and include charges for the volume of gas actually gathered and do not guarantee access to the system. Volumetric-based fees relate to actual volumes gathered. In general, the interruptible gathering of each unit (MMBtu) of natural gas represents a separate performance obligation. Payment terms for these contracts require payment within 25 days of the end of the calendar month in which the hydrocarbons are gathered. Transaction price allocated to remaining performance obligations ASC 606 requires that we disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied. However, the guidance provides certain practical expedients that limit this requirement. Substantially all of our revenues are derived from contracts with CNX and HG Energy with terms of greater than one year. Under these contracts, the interruptible gathering of each unit of natural gas represents a separate performance obligation. For revenue associated with contract terms that are greater than one year (i.e., revenues associated with the Shirley-Penns System), the aggregate amount of the transaction price allocated to remaining performance obligations was $429.9 million at March 31, 2018. We expect to recognize revenue of $21.2 million and $28.8 million , respectively during the remainder of the years ending December 31, 2018 and December 31, 2019. The amount of revenue associated with this contract up to the MVC is fixed in nature, and volumes that we may gather above the MVC will be variable in nature. As of March 31, 2018, no future performance obligations exist relative to volumes to be gathered in excess of the MVC as the related volumes have not yet been nominated for gathering. Therefore, we do not disclose the value of unsatisfied performance obligations for the variable aspect of the agreement. Prior-period performance obligations We record revenue when obligations under the terms of the contracts with our shippers are satisfied; generally this occurs on a daily basis when we gather gas at the wellhead. In some cases, we are required to estimate the amount of natural gas that we have gathered during an accounting period and record any differences between our estimates and the actual units of natural gas that we gathered in the following month. We have existing internal controls for our revenue estimation process and related accruals; historically, any identified differences between our revenue estimates and actual revenue received have not been significant. For the quarters ended March 31, 2018 and 2017, revenue recognized in the reporting period related to performance obligations satisfied in prior reporting periods was not material. Disaggregation of revenue See Note 13–Segment Information. Contract balances We invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts with customers do not give rise to contract assets or liabilities under ASC 606. We also have no contract assets recognized from the costs. See Note 6–Receivables. Classification 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. Collectability is determined based on terms of sale, credit status of customers and various other circumstances. We regularly review collectability and establish or adjust the allowance as necessary using the specific identification method. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There were no reserves for uncollectable amounts at March 31, 2018 or December 31, 2017 . Fair Value Measurement The Financial Accounting Standards Board (the “FASB”) ASC 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 of our current assets and current liabilities approximate fair values due to their short maturities. The carrying value of our revolving credit facility approximates fair value as the facility bears interest at a variable, market rate that resets periodically. At March 31, 2018, the fair value of our long-term debt approximated its carrying value, as market rates did not change significantly between the issuance of the long-term debt and the balance sheet date. 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. 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. We routinely assess whether impairment indicators arise during any given quarter and have processes in place to ensure that we become aware of such indicators. Impairment indicators include, but are not limited to, sustained decreases in commodity prices, a decline in customer well results and lower throughput forecasts, and increases in construction or operating costs. For such long-lived assets, impairment exists when the carrying amount of an asset or group of assets exceeds our estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or group of assets. If the carrying amount of the long-lived asset(s) is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss would be measured as the excess of the asset’s carrying amount over its estimated fair value. In the event that impairment indicators exist, we conduct an impairment test. 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 March 31, 2018 and December 31, 2017 , 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 not recorded any liabilities for asset retirement obligations at March 31, 2018 or December 31, 2017 . 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 CNX Midstream Operating Company LLC (the “ Operating Company”). The Operating Company, 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. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current reporting classifications with no effect on previously reported net income or partners’ capital. Recent Accounting Pronouncements In 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 have completed a high-level identification of agreements covered by this standard and will continue to evaluate the effect this standard will have on our financial statements, internal controls and related disclosures; however, we do not believe this standard will materially adversely impact our existing credit agreements. |
CASH DISTRIBUTIONS CASH DISTRIB
CASH DISTRIBUTIONS CASH DISTRIBUTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
CASH DISTRIBUTIONS | DISTRIBUTIONS Our partnership agreement requires that we distribute all of our available cash from operating surplus within 45 days after the end of each quarter to unitholders of record on the applicable record date, in accordance with the terms below. Allocations of Available Cash from Operating Surplus and Incentive Distribution Rights 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 Incentive Distribution Rights (“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.” 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 CNX, our general partner. Our general partner may transfer the IDRs separately from its general partner interest. 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 final Target Distribution was reached for the earnings period ended March 31, 2018. See Note 15. Cash Distributions The Board of Directors of the Partnership’s general partner (the “Board of Directors ”) declared the following cash distributions to the Partnership’s common, subordinated (through September 30, 2017) 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 Year ended December 31, 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 Year ended December 31, 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 December 31 0.3133 21,489 February 14, 2018 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 March 31, 2018 . |
NET INCOME PER LIMITED PARTNER
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST | 3 Months Ended |
Mar. 31, 2018 | |
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 above. 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, converted into common units on a one-for-one basis. 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. 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 81,246 and 50,905 phantom units that were not included in the calculation for the three months ended March 31, 2018 and 2017 , respectively because the effect would have been antidilutive. The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated partner units: Three Months Ended (in thousands, except per unit information) 2018 2017 Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP $ 27,847 $ 30,067 Less: General partner interest in net income, including incentive distribution rights 2,152 1,129 Limited partner interest in net income $ 25,695 $ 28,938 Net income allocable to common units — Basic and Diluted $ 25,695 $ 15,664 Net income allocable to subordinated units — Basic and Diluted — 13,274 Limited partner interest in net income — Basic and Diluted $ 25,695 $ 28,938 Weighted average limited partner units outstanding — Basic Common units 63,623 34,403 Subordinated units — 29,163 Total 63,623 63,566 Weighted average limited partner units outstanding — Diluted Common units 63,659 34,454 Subordinated units — 29,163 Total 63,659 63,617 Net income per limited partner unit — Basic Common units $ 0.40 $ 0.46 Subordinated units — 0.46 Total $ 0.40 $ 0.46 Net income per limited partner unit — Diluted Common units $ 0.40 $ 0.45 Subordinated units — 0.46 Total $ 0.40 $ 0.45 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In the ordinary course of business, we engage in related party transactions with CNX (and certain of its subsidiaries) and CNX Gathering, including fees we receive under a fixed fee gathering agreement (including electrically-powered compression CNX reimburses to us) and expenses we reimburse CNX. Related party revenues and related party expenses are presented as separate captions within our consolidated statements of operations for the quarters ended March 31, 2018 and 2017. In the period ended March 31, 2017, we engaged in related party transactions with Noble Energy, which primarily included fees we received under our fixed fee gathering agreement. During the three months ended March 31, 2018, the Partnership closed on the Shirley-Penns Acquisition for cash consideration in the amount of $265.0 million . See Note 1. Operating expense and general and administrative expense – related party are derived from CNX in the quarter ended March 31, 2018 and from CNX and Noble Energy in the quarter ended March 31, 2017 and consisted of the following: Three Months Ended (in thousands) 2018 2017 Operational services — CNX $ 2,835 $ 3,188 Electrical compression 1,600 4,440 Total Operating Expense — Related Party $ 4,435 $ 7,628 CNX $ 3,612 $ 2,711 Noble Energy — 172 Total General and Administrative Expense — Related Party $ 3,612 $ 2,883 Operational Services Agreement Concurrent with the closing of the IPO, we entered into an operational services agreement with CNX. On December 1, 2016, in connection with a transaction under which CNX and Noble Energy separated their Marcellus Shale area of mutual interest into two separate operating areas, the operational services agreement was amended and restated. Under the amended and restated operating agreement, CNX continues to provide 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. Omnibus Agreement Concurrent with the closing of the IPO, we entered into an omnibus agreement with CNX, CNX Gathering and our general partner that addresses the following matters: • our payment of an annually-determined administrative support fee of approximately $1.9 million for the year ending December 31, 2018 for the provision of certain services by CNX and its affiliates, including executive costs; • our obligation to reimburse CNX for all other direct or allocated costs and expenses incurred by CNX 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 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. So 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. 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 March 16, 2018, in connection with the Shirley-Penns Acquisition, we amended our January 3, 2018 gathering agreement with CNX Gas to add a minimum volume commitment (“MVC”) on volumes associated with the Shirley-Penns system through December 31, 2031. The MVC commits CNX Gas to pay the Partnership the wet gas rate under the gas gathering agreement for all natural gas we gather up to a specified amount per day through December 31, 2031. We expect to recognize in revenues at least the following amounts throughout the term of the MVC: Revenue under MVC (in millions) Remainder of year ending December 31, 2018 $ 21.2 Year ending December 31, 2019 28.8 Year ending December 31, 2020 34.7 Year ending December 31, 2021 40.8 Year ending December 31, 2022 47.8 Remainder of term 256.6 Total revenue to be recognized under Shirley-Penns contract through December 31, 2031 $ 429.9 For all natural gas the Partnership gathers in excess of the MVC, the Partnership will receive a fee of $0.35 per MMBtu in 2018, which will escalate by 2.5% on an annual basis beginning January 1, 2019. 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 2018, are based on the type and scope of the midstream services we provide, summarized as follows: • For the services we provide with respect to natural gas from the Marcellus Shale formation that does not require downstream processing, or dry gas, we will receive a fee of $0.431 per MMBtu. • For the services we provide with respect to natural gas from the Marcellus Shale formation that requires downstream processing, or wet gas, we will receive: ◦ a fee of $0.296 per MMBtu in the Moundsville area (Marshall County, West Virginia) and in the Pittsburgh International Airport area; and ◦ a fee of $0.593 per MMBtu for all other areas in the dedication area. • For the services we provide with respect to natural gas from the Utica Shale formation, we will receive a weighted average rate of $0.18 per MMBtu. • Our fees for condensate services will be $5.38 per Bbl in the Majorsville area and $2.693 per Bbl in the Moundsville area. Each of the foregoing fees 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, from our conflicts committee. No rate reduction arrangements were active at March 31, 2018. 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. 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 was required to prepare and file a registration statement, or amend an existing registration statement, for the registered resale of the Registrable Securities. Such registration statement was made effective March 26, 2018. 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 March 26, 2021, which the third anniversary of the date on which the registration statement became effective. |
RECEIVABLES
RECEIVABLES | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
RECEIVABLES | RECEIVABLES Receivables consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Receivables - related party CNX $ 13,373 $ 12,801 CNX Gathering 38 303 Receivables - related party $ 13,411 $ 13,104 Receivables - third party 9,645 8,251 Total receivables $ 23,056 $ 21,355 All receivables were collected in the month following the balance sheet dates in the above table. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Estimated Useful Lives in Years Land $ 70,214 $ 76,130 N/A Gathering equipment 673,252 662,595 25 — 40 Compression equipment 188,366 180,038 30 — 40 Processing equipment 30,979 30,979 40 Assets under construction 16,079 23,099 N/A Total Property and Equipment $ 978,890 $ 972,841 Less: Accumulated depreciation Gathering equipment $ 57,956 $ 53,544 Compression equipment 16,036 14,886 Processing equipment 5,340 5,133 Total Accumulated Depreciation $ 79,332 $ 73,563 Property and Equipment, Net $ 899,558 $ 899,278 |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Other Assets [Abstract] | |
OTHER ASSETS | OTHER ASSETS Other assets consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Pipe stock $ 392 $ 392 Financing fees 3,615 122 Other 287 79 Total Other Assets $ 4,294 $ 593 On March 8, 2018, the Partnership entered into a new $600.0 million secured revolving credit facility. In connection with the new credit facility, the Partnership recorded approximately $4.6 million in deferred financing fees, of which approximately $0.9 million is classified as current, which will be amortized over a period of 5 years. See Note 10. |
ACCOUNTS PAYABLE - RELATED PART
ACCOUNTS PAYABLE - RELATED PARTY | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE - RELATED PARTY | ACCOUNTS PAYABLE — RELATED PARTY Related party payables consisted of the following: (in thousands) March 31, 2018 December 31, 2017 CNX Resources: Expense reimbursements $ 926 $ 780 Capital expenditures reimbursements 197 83 General and administrative services 1,761 1,458 Total due to CNX Resources 2,884 2,321 Noble Energy: General and administrative services — 55 Total due to Noble Energy — 55 CNX Gathering LLC: Capital expenditures reimbursement 172 — Total due to CNX Gathering LLC 172 — Total Accounts Payable — Related Party $ 3,056 $ 2,376 |
REVOLVING CREDIT FACILITY
REVOLVING CREDIT FACILITY | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Disclosure [Abstract] | ||
REVOLVING CREDIT FACILITY | REVOLVING CREDIT FACILITY On March 8, 2018, we entered into a new $600.0 million secured revolving credit facility with an accordion feature that allows, subject to certain terms and conditions, the Partnership to increase the available borrowings under the facility by up to an additional $250.0 million . The new revolving credit facility matures on March 8, 2023 and replaces the existing $250.0 million revolving credit facility, which was unsecured. The available borrowing capacity under the new revolving credit facility is limited by certain financial covenants pertaining to leverage and interest coverage ratios as defined in the revolving credit facility agreement. Borrowings under the new revolving credit facility bear interest at our option at either: • the base rate, which is the highest of (i) the federal funds open rate plus 0.50% , (i) PNC Bank, National Association’s prime rate, and (iii) the one-month LIBOR rate plus 1.0% , in each case, plus a margin ranging from 0.75% to 1.75% ; or • the LIBOR rate, which is the LIBOR rate plus a margin ranging from 1.75% to 2.75% Interest on base rate loans is payable on the first business day of each calendar quarter. 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 0.375% to 0.500% per annum depending on our most recent consolidated leverage ratio. The facility includes restrictions on the ability of the Partnership, its subsidiary guarantors and certain of its non-guarantor, non-wholly-owned subsidiaries, except in certain circumstances, to: (i) create, incur, assume or suffer to exist indebtedness; (ii) create or permit to exist liens on their properties; (iii) prepay certain indebtedness unless there is no default or event of default under the facility; (iv) make or pay any dividends or distributions in excess of certain amounts; (v) merge with or into another person, liquidate or dissolve; or acquire all or substantially all of the assets of any going concern or going line of business or acquire all or a substantial portion of another person’s assets; (vi) make particular investments and loans; (vii) sell, transfer, convey, assign or dispose of its assets or properties other than in the ordinary course of business and other select instances; (viii) deal with any affiliate except in the ordinary course of business on terms no less favorable to the Partnership than it would otherwise receive in an arm’s length transaction; and (ix) amend in any material manner its certificate of incorporation, bylaws, or other organizational documents without giving prior notice to the lenders and, in some cases, obtaining the consent of the lenders. The agreement also contains customary events of default, including, but not limited to, a cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants. The obligations under the revolving credit facility agreement are secured by the Partnership’s economic interests in each of the Limited Partnerships and all of the assets of the Anchor Systems. In addition, the Partnership is obligated to maintain at the end of each fiscal quarter: • a maximum total leverage ratio of no greater than between 4.75 to 1.00 ranging to no greater than 5.50 to 1.00 in certain circumstances; • a maximum secured leverage ratio of no greater than 3.50 to 1.00; and • a minimum interest coverage ratio of no less than 2.50 to 1.00; The Partnership was in compliance with all financial covenants at March 31, 2018 . On March 31, 2018 the Partnership’s balance on the revolving credit facility was $20.0 million at an interest rate of 3.88% . After giving effect to the limitations on available capacity described in the revolving credit facility agreement, the Partnership had approximately $450.0 million available for borrowing at March 31, 2018 . At December 31, 2017 the outstanding balance on the then-effective revolving credit facility was $149.5 million at an interest rate of 3.11% . | LONG-TERM DEBT On March 16, 2018, the Partnership, and together with its wholly owned subsidiary CNX Midstream Finance Corp (“Finance Corp”), (the “Issuers”), completed a private offering of $400.0 million in 6.5% senior notes due 2026 (the “Senior Notes”), with related guarantees (the “Guarantees”) and received net proceeds of approximately $393.0 million , after deducting the initial purchasers’ discount and commissions and estimated offering expenses, which are recorded in our consolidated balance sheet as a reduction to the principal amount. Proceeds from the Senior Notes offering were primarily used to fund the Shirley-Penns Acquisition and repay existing indebtedness under our revolving credit facility. The Senior Notes mature on March 15, 2026 and accrue interest at a rate of 6.5% per year, which is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2018. There are no principal payment requirements on the Senior Notes prior to maturity. As of the dates presented below, the Partnership had long-term debt of: March 31, 2018 December 31, 2017 Senior Notes due March 2026 at 6.5% $ 400,000 $ — Less: Unamortized debt issuance costs 1,415 — Less: Unamortized bond discount 5,938 — Long-term debt $ 392,647 $ — The Senior Notes and Guarantees were issued pursuant to an indenture (the “Indenture”), dated March 16, 2018, among the Partnership, Finance Corp, the guarantors party thereto (the “Guarantors”) and UMB Bank, N.A., as trustee (the “Trustee”). The Senior Notes rank equally in right of payment with all of the Issuers’ existing and future senior indebtedness and senior to any subordinated indebtedness that the Issuers’ may incur. The Guarantees rank equally in right of payment to all of the Guarantors’ existing and future senior indebtedness. The Issuers may redeem all or part of the Senior Notes at redemption prices ranging from 104.875% beginning March 15, 2021 to 100.0% beginning March 15, 2024. Prior to March 15, 2021, the Issuers may on one or more occasions redeem up to 35.0% of the principal amount of the Senior Notes with an amount of cash not greater than the amount of the net cash proceeds from one or more equity offerings at a redemption price of 106.50% . At any time or from time to time prior to March 15, 2021, the Issuers may also redeem all or a part of the Senior Notes, at a redemption price equal to 100.0% of the principal amount thereof plus the Applicable Premium, as defined in the Indenture, plus accrued and unpaid interest. If the Partnership experiences certain kinds of changes of control, holders of the Senior Notes will be entitled to require the Partnership to repurchase all or any part of that holder’s Senior Notes pursuant to an offer on the terms set forth in the Indenture. The Partnership will offer to make a cash payment equal to 101.0% of the aggregate principal amount of the Senior Notes repurchased plus accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Senior Notes on the relevant record date to receive interest due on the relevant interest payment date. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Disclosure [Abstract] | ||
LONG-TERM DEBT | REVOLVING CREDIT FACILITY On March 8, 2018, we entered into a new $600.0 million secured revolving credit facility with an accordion feature that allows, subject to certain terms and conditions, the Partnership to increase the available borrowings under the facility by up to an additional $250.0 million . The new revolving credit facility matures on March 8, 2023 and replaces the existing $250.0 million revolving credit facility, which was unsecured. The available borrowing capacity under the new revolving credit facility is limited by certain financial covenants pertaining to leverage and interest coverage ratios as defined in the revolving credit facility agreement. Borrowings under the new revolving credit facility bear interest at our option at either: • the base rate, which is the highest of (i) the federal funds open rate plus 0.50% , (i) PNC Bank, National Association’s prime rate, and (iii) the one-month LIBOR rate plus 1.0% , in each case, plus a margin ranging from 0.75% to 1.75% ; or • the LIBOR rate, which is the LIBOR rate plus a margin ranging from 1.75% to 2.75% Interest on base rate loans is payable on the first business day of each calendar quarter. 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 0.375% to 0.500% per annum depending on our most recent consolidated leverage ratio. The facility includes restrictions on the ability of the Partnership, its subsidiary guarantors and certain of its non-guarantor, non-wholly-owned subsidiaries, except in certain circumstances, to: (i) create, incur, assume or suffer to exist indebtedness; (ii) create or permit to exist liens on their properties; (iii) prepay certain indebtedness unless there is no default or event of default under the facility; (iv) make or pay any dividends or distributions in excess of certain amounts; (v) merge with or into another person, liquidate or dissolve; or acquire all or substantially all of the assets of any going concern or going line of business or acquire all or a substantial portion of another person’s assets; (vi) make particular investments and loans; (vii) sell, transfer, convey, assign or dispose of its assets or properties other than in the ordinary course of business and other select instances; (viii) deal with any affiliate except in the ordinary course of business on terms no less favorable to the Partnership than it would otherwise receive in an arm’s length transaction; and (ix) amend in any material manner its certificate of incorporation, bylaws, or other organizational documents without giving prior notice to the lenders and, in some cases, obtaining the consent of the lenders. The agreement also contains customary events of default, including, but not limited to, a cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants. The obligations under the revolving credit facility agreement are secured by the Partnership’s economic interests in each of the Limited Partnerships and all of the assets of the Anchor Systems. In addition, the Partnership is obligated to maintain at the end of each fiscal quarter: • a maximum total leverage ratio of no greater than between 4.75 to 1.00 ranging to no greater than 5.50 to 1.00 in certain circumstances; • a maximum secured leverage ratio of no greater than 3.50 to 1.00; and • a minimum interest coverage ratio of no less than 2.50 to 1.00; The Partnership was in compliance with all financial covenants at March 31, 2018 . On March 31, 2018 the Partnership’s balance on the revolving credit facility was $20.0 million at an interest rate of 3.88% . After giving effect to the limitations on available capacity described in the revolving credit facility agreement, the Partnership had approximately $450.0 million available for borrowing at March 31, 2018 . At December 31, 2017 the outstanding balance on the then-effective revolving credit facility was $149.5 million at an interest rate of 3.11% . | LONG-TERM DEBT On March 16, 2018, the Partnership, and together with its wholly owned subsidiary CNX Midstream Finance Corp (“Finance Corp”), (the “Issuers”), completed a private offering of $400.0 million in 6.5% senior notes due 2026 (the “Senior Notes”), with related guarantees (the “Guarantees”) and received net proceeds of approximately $393.0 million , after deducting the initial purchasers’ discount and commissions and estimated offering expenses, which are recorded in our consolidated balance sheet as a reduction to the principal amount. Proceeds from the Senior Notes offering were primarily used to fund the Shirley-Penns Acquisition and repay existing indebtedness under our revolving credit facility. The Senior Notes mature on March 15, 2026 and accrue interest at a rate of 6.5% per year, which is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2018. There are no principal payment requirements on the Senior Notes prior to maturity. As of the dates presented below, the Partnership had long-term debt of: March 31, 2018 December 31, 2017 Senior Notes due March 2026 at 6.5% $ 400,000 $ — Less: Unamortized debt issuance costs 1,415 — Less: Unamortized bond discount 5,938 — Long-term debt $ 392,647 $ — The Senior Notes and Guarantees were issued pursuant to an indenture (the “Indenture”), dated March 16, 2018, among the Partnership, Finance Corp, the guarantors party thereto (the “Guarantors”) and UMB Bank, N.A., as trustee (the “Trustee”). The Senior Notes rank equally in right of payment with all of the Issuers’ existing and future senior indebtedness and senior to any subordinated indebtedness that the Issuers’ may incur. The Guarantees rank equally in right of payment to all of the Guarantors’ existing and future senior indebtedness. The Issuers may redeem all or part of the Senior Notes at redemption prices ranging from 104.875% beginning March 15, 2021 to 100.0% beginning March 15, 2024. Prior to March 15, 2021, the Issuers may on one or more occasions redeem up to 35.0% of the principal amount of the Senior Notes with an amount of cash not greater than the amount of the net cash proceeds from one or more equity offerings at a redemption price of 106.50% . At any time or from time to time prior to March 15, 2021, the Issuers may also redeem all or a part of the Senior Notes, at a redemption price equal to 100.0% of the principal amount thereof plus the Applicable Premium, as defined in the Indenture, plus accrued and unpaid interest. If the Partnership experiences certain kinds of changes of control, holders of the Senior Notes will be entitled to require the Partnership to repurchase all or any part of that holder’s Senior Notes pursuant to an offer on the terms set forth in the Indenture. The Partnership will offer to make a cash payment equal to 101.0% of the aggregate principal amount of the Senior Notes repurchased plus accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Senior Notes on the relevant record date to receive interest due on the relevant interest payment date. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The Partnership may become involved in certain legal proceedings from time to time, and where appropriate, we have accrued our estimate of the probable costs for the resolution of these claims. The Partnership believes that the ultimate outcome of any matter currently pending against the Partnership will not materially affect the Partnership’s business, financial condition, results of operations, liquidity or ability to make distributions. Leases We have entered into various non-cancelable operating leases, primarily related to compression facilities. Future minimum lease payments under operating leases as of March 31, 2018 are as follows: (in thousands) Minimum Lease Payments Period from April 1, 2018 through December 31, 2018 $ 1,758 Year ending December 31, 2019 1,627 Year ending December 31, 2020 1,042 $ 4,427 Rental expense under operating leases was $2.1 million and $1.9 million for the three months ended March 31, 2018 and 2017 , respectively. These expenses are included within operating expense - third party on our consolidated statement of operations. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
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. On March 16, 2018, the Partnership, through its 100% interest in the Anchor Systems, completed the Shirley-Penns Acquisition. Prior to March 16, 2018, the Partnership held a 5% controlling interest in the earnings and throughput related to the Shirley-Penns System; accordingly, until March 16, 2018, results attributable to limited and general partners of the Partnership reflect a 5% interest in the Shirley-Penns System. Results net to the Partnership includes activity related to the Shirley-Penns Acquisition beginning March 16, 2018. In accordance with ASC 280 - Segment Reporting, information is reported in the tables below, for comparability purposes, as if the Shirley-Penns Acquisition occurred on January 1, 2017. See Note 1. Segment results for the periods presented were as follows: Three Months Ended March 31, (in thousands) 2018 2017 Gathering Revenue: Anchor Systems $ 56,190 $ 52,699 Growth Systems 1,904 2,225 Additional Systems 5,775 4,034 Total Gathering Revenue $ 63,869 $ 58,958 Net Income (Loss): Anchor Systems $ 33,143 $ 31,616 Growth Systems 193 (53 ) Additional Systems 369 1,677 Total Net Income $ 33,705 $ 33,240 Depreciation Expense: Anchor Systems $ 4,470 $ 4,196 Growth Systems 553 545 Additional Systems 833 930 Total Depreciation Expense $ 5,856 $ 5,671 Capital Expenditures for Segment Assets: Anchor Systems $ 13,788 $ 10,533 Growth Systems 78 439 Additional Systems 2,106 220 Total Capital Expenditures $ 15,972 $ 11,192 Segment assets as of the dates presented were as follows: (in thousands) March 31, 2018 December 31, 2017 Segment Assets Anchor Systems $ 708,408 $ 694,942 Growth Systems 93,212 92,659 Additional Systems 130,496 138,988 Total Segment Assets $ 932,116 $ 926,589 |
LONG-TERM INCENTIVE PLAN
LONG-TERM INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
LONG-TERM INCENTIVE PLAN | LONG-TERM INCENTIVE PLAN Under the CNX Midstream Partners LP 2014 Long-Term Incentive Plan (our “LTIP”), our general partner may issue long-term equity-based awards to directors, officers and employees of the general partner or its affiliates, or to any consultants, affiliates of our general partner or other individuals who perform services on behalf of the Partnership. The Partnership is responsible for the cost of awards granted under the LTIP, which limits the number of units that may be delivered pursuant to vested awards to 5.8 million 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 quarter ended March 31, 2018: Number of Units Weighted Average Grant Date Fair Value Total awarded and unvested at December 31, 2017 134,153 $ 16.40 Granted 129,999 19.14 Vested (70,872) 16.65 Forfeited (17,433) 16.23 Total awarded and unvested at March 31, 2018 175,847 $ 18.28 The Partnership accounts for phantom units as equity awards and records compensation expense on a straight line basis over the vesting period based on the fair value of the awards at their 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 $0.6 million and $0.3 million of compensation expense for each of the three months ended March 31, 2018 and 2017 , respectively, which was included in general and administrative expense - related party in the consolidated statements of operations. At March 31, 2018 , the unrecognized compensation related to all outstanding awards was $ 2.9 million , which is expected to be recognized over the following two years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 18, 2018 , the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders with respect to the first quarter of 2018 of $0.3245 per common unit. The cash distribution will be paid on May 15, 2018 to unitholders of record at the close of business on May 4, 2018 . On May 3, 2018, we announced a strategic transaction with our Sponsor, CNX pursuant to which we agreed to amend our gas gathering agreement (“GGA”) with CNX to provide for the following (collectively, the “CNX Transactions”): • Dedication by CNX to the Partnership of approximately 16,100 additional Utica acres in the Anchor Systems; • Commitment by CNX to develop 40 additional wells in the Anchor Systems by 2023, subject to the terms of the GGA; and • Contribution by CNX to the Anchor Systems of a 20” high pressure pipeline in addition to a one-time payment from CNX to the Partnership of approximately $2.0 million in cash. On May 3, 2018, we also announced a strategic transaction with HG Energy, pursuant to which we agreed to amend our gas gathering agreement with HG Energy (the “HG GGA”) to provide for the following (collectively, the “HG Energy Transactions”): • The release from dedication under the HG GGA of approximately 18,000 acres, net to the Partnership, the majority of which are in our less developed Growth and Additional Systems. On a gross basis, the acres that will be released from dedication approximate 275,000 , including approximately 4,200 scattered acres located in the Anchor Systems; and • We are no longer obligated to provide gathering services or make capital investments in the Growth Systems or in the Moundsville area of the Additional Systems; and • The commitment by HG Energy to develop 12 additional wells in the Anchor Systems by 2021, subject to the terms of the HG GGA; and • Our relinquishment of our 5% interest in the Growth Systems and related assets as well as our 5% interest in the Moundsville midstream assets, which are a part of the Additional Systems. Following the Transactions, the aggregate number of well commitments to the Partnership by CNX and HG Energy, collectively, has increased from 140 wells over the course of the next five years to 192 wells. |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying unaudited 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 reflects only that portion of net income that is attributable to the Partnership’s unitholders. Transactions between the Partnership and CNX have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 5. |
Revenue Recognition | On January 1, 2018, the Partnership adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method. We did not have a transition adjustment as a result of the adoption of the new revenue standard. Revenues from contracts with customers We record revenue when obligations under the terms of the contracts with our shippers are satisfied; generally this occurs on a daily basis as we gather gas at the wellhead. Revenue is measured as the amount of consideration we expect to receive, on a per unit basis, in exchange for providing the natural gas gathering services. Nature of performance obligations At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promised service that is distinct. To identify the performance obligations, we consider all of the services promised in the contract, regardless of whether they are explicitly stated or are implied by customary business practices. Our revenue is generated from natural gas gathering activities. The gas gathering services are interruptible in nature and include charges for the volume of gas actually gathered and do not guarantee access to the system. Volumetric-based fees relate to actual volumes gathered. In general, the interruptible gathering of each unit (MMBtu) of natural gas represents a separate performance obligation. Payment terms for these contracts require payment within 25 days of the end of the calendar month in which the hydrocarbons are gathered. Transaction price allocated to remaining performance obligations ASC 606 requires that we disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied. However, the guidance provides certain practical expedients that limit this requirement. Substantially all of our revenues are derived from contracts with CNX and HG Energy with terms of greater than one year. Under these contracts, the interruptible gathering of each unit of natural gas represents a separate performance obligation. For revenue associated with contract terms that are greater than one year (i.e., revenues associated with the Shirley-Penns System), the aggregate amount of the transaction price allocated to remaining performance obligations was $429.9 million at March 31, 2018. We expect to recognize revenue of $21.2 million and $28.8 million , respectively during the remainder of the years ending December 31, 2018 and December 31, 2019. The amount of revenue associated with this contract up to the MVC is fixed in nature, and volumes that we may gather above the MVC will be variable in nature. As of March 31, 2018, no future performance obligations exist relative to volumes to be gathered in excess of the MVC as the related volumes have not yet been nominated for gathering. Therefore, we do not disclose the value of unsatisfied performance obligations for the variable aspect of the agreement. Prior-period performance obligations We record revenue when obligations under the terms of the contracts with our shippers are satisfied; generally this occurs on a daily basis when we gather gas at the wellhead. In some cases, we are required to estimate the amount of natural gas that we have gathered during an accounting period and record any differences between our estimates and the actual units of natural gas that we gathered in the following month. We have existing internal controls for our revenue estimation process and related accruals; historically, any identified differences between our revenue estimates and actual revenue received have not been significant. For the quarters ended March 31, 2018 and 2017, revenue recognized in the reporting period related to performance obligations satisfied in prior reporting periods was not material. Disaggregation of revenue See Note 13–Segment Information. Contract balances We invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts with customers do not give rise to contract assets or liabilities under ASC 606. We also have no contract assets recognized from the costs. See Note 6–Receivables. Classification 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. Collectability is determined based on terms of sale, credit status of customers and various other circumstances. We regularly review collectability and establish or adjust the allowance as necessary using the specific identification method. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Fair Value Measurement | The Financial Accounting Standards Board (the “FASB”) ASC 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 of our current assets and current liabilities approximate fair values due to their short maturities. The carrying value of our revolving credit facility approximates fair value as the facility bears interest at a variable, market rate that resets periodically. |
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. 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. We routinely assess whether impairment indicators arise during any given quarter and have processes in place to ensure that we become aware of such indicators. Impairment indicators include, but are not limited to, sustained decreases in commodity prices, a decline in customer well results and lower throughput forecasts, and increases in construction or operating costs. For such long-lived assets, impairment exists when the carrying amount of an asset or group of assets exceeds our estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or group of assets. If the carrying amount of the long-lived asset(s) is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss would be measured as the excess of the asset’s carrying amount over its estimated fair value. In the event that impairment indicators exist, we conduct an impairment test. 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. |
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 CNX Midstream Operating Company LLC (the “ Operating Company”). The Operating Company, 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. |
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. |
Reclassifications | Certain amounts in prior periods have been reclassified to conform to the current reporting classifications with no effect on previously reported net income or partners’ capital. |
Recent Accounting Pronouncements | In 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 have completed a high-level identification of agreements covered by this standard and will continue to evaluate the effect this standard will have on our financial statements, internal controls and related disclosures; however, we do not believe this standard will materially adversely impact our existing credit agreements. |
CASH DISTRIBUTIONS (Tables)
CASH DISTRIBUTIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Target Distributions | 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% |
Cash Distributions | The Board of Directors of the Partnership’s general partner (the “Board of Directors ”) declared the following cash distributions to the Partnership’s common, subordinated (through September 30, 2017) 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 Year ended December 31, 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 Year ended December 31, 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 December 31 0.3133 21,489 February 14, 2018 |
NET INCOME PER LIMITED PARTNE25
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) Per Unit | The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated partner units: Three Months Ended (in thousands, except per unit information) 2018 2017 Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP $ 27,847 $ 30,067 Less: General partner interest in net income, including incentive distribution rights 2,152 1,129 Limited partner interest in net income $ 25,695 $ 28,938 Net income allocable to common units — Basic and Diluted $ 25,695 $ 15,664 Net income allocable to subordinated units — Basic and Diluted — 13,274 Limited partner interest in net income — Basic and Diluted $ 25,695 $ 28,938 Weighted average limited partner units outstanding — Basic Common units 63,623 34,403 Subordinated units — 29,163 Total 63,623 63,566 Weighted average limited partner units outstanding — Diluted Common units 63,659 34,454 Subordinated units — 29,163 Total 63,659 63,617 Net income per limited partner unit — Basic Common units $ 0.40 $ 0.46 Subordinated units — 0.46 Total $ 0.40 $ 0.46 Net income per limited partner unit — Diluted Common units $ 0.40 $ 0.45 Subordinated units — 0.46 Total $ 0.40 $ 0.45 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | perating expense and general and administrative expense – related party are derived from CNX in the quarter ended March 31, 2018 and from CNX and Noble Energy in the quarter ended March 31, 2017 and consisted of the following: Three Months Ended (in thousands) 2018 2017 Operational services — CNX $ 2,835 $ 3,188 Electrical compression 1,600 4,440 Total Operating Expense — Related Party $ 4,435 $ 7,628 CNX $ 3,612 $ 2,711 Noble Energy — 172 Total General and Administrative Expense — Related Party $ 3,612 $ 2,883 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | We expect to recognize in revenues at least the following amounts throughout the term of the MVC: Revenue under MVC (in millions) Remainder of year ending December 31, 2018 $ 21.2 Year ending December 31, 2019 28.8 Year ending December 31, 2020 34.7 Year ending December 31, 2021 40.8 Year ending December 31, 2022 47.8 Remainder of term 256.6 Total revenue to be recognized under Shirley-Penns contract through December 31, 2031 $ 429.9 |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Receivables | Receivables consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Receivables - related party CNX $ 13,373 $ 12,801 CNX Gathering 38 303 Receivables - related party $ 13,411 $ 13,104 Receivables - third party 9,645 8,251 Total receivables $ 23,056 $ 21,355 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Estimated Useful Lives in Years Land $ 70,214 $ 76,130 N/A Gathering equipment 673,252 662,595 25 — 40 Compression equipment 188,366 180,038 30 — 40 Processing equipment 30,979 30,979 40 Assets under construction 16,079 23,099 N/A Total Property and Equipment $ 978,890 $ 972,841 Less: Accumulated depreciation Gathering equipment $ 57,956 $ 53,544 Compression equipment 16,036 14,886 Processing equipment 5,340 5,133 Total Accumulated Depreciation $ 79,332 $ 73,563 Property and Equipment, Net $ 899,558 $ 899,278 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Pipe stock $ 392 $ 392 Financing fees 3,615 122 Other 287 79 Total Other Assets $ 4,294 $ 593 |
ACCOUNTS PAYABLE - RELATED PA30
ACCOUNTS PAYABLE - RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Related Party Payables | Related party payables consisted of the following: (in thousands) March 31, 2018 December 31, 2017 CNX Resources: Expense reimbursements $ 926 $ 780 Capital expenditures reimbursements 197 83 General and administrative services 1,761 1,458 Total due to CNX Resources 2,884 2,321 Noble Energy: General and administrative services — 55 Total due to Noble Energy — 55 CNX Gathering LLC: Capital expenditures reimbursement 172 — Total due to CNX Gathering LLC 172 — Total Accounts Payable — Related Party $ 3,056 $ 2,376 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of the dates presented below, the Partnership had long-term debt of: March 31, 2018 December 31, 2017 Senior Notes due March 2026 at 6.5% $ 400,000 $ — Less: Unamortized debt issuance costs 1,415 — Less: Unamortized bond discount 5,938 — Long-term debt $ 392,647 $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments | Future minimum lease payments under operating leases as of March 31, 2018 are as follows: (in thousands) Minimum Lease Payments Period from April 1, 2018 through December 31, 2018 $ 1,758 Year ending December 31, 2019 1,627 Year ending December 31, 2020 1,042 $ 4,427 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Operating Revenues and Income from Operations | Segment results for the periods presented were as follows: Three Months Ended March 31, (in thousands) 2018 2017 Gathering Revenue: Anchor Systems $ 56,190 $ 52,699 Growth Systems 1,904 2,225 Additional Systems 5,775 4,034 Total Gathering Revenue $ 63,869 $ 58,958 Net Income (Loss): Anchor Systems $ 33,143 $ 31,616 Growth Systems 193 (53 ) Additional Systems 369 1,677 Total Net Income $ 33,705 $ 33,240 Depreciation Expense: Anchor Systems $ 4,470 $ 4,196 Growth Systems 553 545 Additional Systems 833 930 Total Depreciation Expense $ 5,856 $ 5,671 Capital Expenditures for Segment Assets: Anchor Systems $ 13,788 $ 10,533 Growth Systems 78 439 Additional Systems 2,106 220 Total Capital Expenditures $ 15,972 $ 11,192 |
Reconciliation of Assets from Segment to Consolidated | Segment assets as of the dates presented were as follows: (in thousands) March 31, 2018 December 31, 2017 Segment Assets Anchor Systems $ 708,408 $ 694,942 Growth Systems 93,212 92,659 Additional Systems 130,496 138,988 Total Segment Assets $ 932,116 $ 926,589 |
LONG-TERM INCENTIVE PLAN (Table
LONG-TERM INCENTIVE PLAN (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Performance-based Units Activity | The following table presents phantom unit activity during the quarter ended March 31, 2018: Number of Units Weighted Average Grant Date Fair Value Total awarded and unvested at December 31, 2017 134,153 $ 16.40 Granted 129,999 19.14 Vested (70,872) 16.65 Forfeited (17,433) 16.23 Total awarded and unvested at March 31, 2018 175,847 $ 18.28 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) $ in Millions | Mar. 16, 2018USD ($) | Jan. 03, 2018USD ($)shares | Mar. 31, 2018USD ($)segmentshares | Mar. 15, 2018 | Dec. 31, 2017shares | Nov. 15, 2017shares | Sep. 30, 2014 |
Schedule of Equity Method Investments [Line Items] | |||||||
Units outstanding (in shares) | 63,638,165 | 63,588,152 | |||||
Number of operating segments | segment | 3 | ||||||
Additional Systems | Devco III LP - Shirley Pennsboro | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Noncontrolling interest, percent | 95.00% | ||||||
Additional Systems | Shirley-Penns System | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Cash consideration transferred to purchase limited partner controlling interest | $ | $ 265 | $ 265 | |||||
Noncontrolling interest, percent | 95.00% | ||||||
Ownership percentage (as a percent) | 5.00% | ||||||
Additional Systems | CONE Gathering | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Noncontrolling interest, percent | 95.00% | ||||||
Anchor Systems | Shirley-Penns System | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 100.00% | ||||||
Growth Systems | CONE Gathering | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Noncontrolling interest, percent | 95.00% | ||||||
Subordinated Units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Units outstanding (in shares) | 29,163,121 | ||||||
CNX Gas | NBL Midstream, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Cash consideration transferred to purchase limited partner controlling interest | $ | $ 305 | ||||||
Noble Energy | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Units outstanding (in shares) | 21,692,198 | ||||||
CNX Gathering LLC | Additional Systems | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership percentage (as a percent) | 5.00% | ||||||
Shirley-Penns System | Anchor Systems | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 100.00% | ||||||
Shirley-Penns System | CNX Gas | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 100.00% | ||||||
CNX Gathering LLC | CNX Gas | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 100.00% | ||||||
CNX Gathering LLC | CNX Gas | NBL Midstream, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Limited partner controlling interest acquired, percentage | 50.00% | ||||||
Senior Notes | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stated rate | 6.50% | 6.50% |
SIGNIFICANT ACCOUNTING POLICI36
SIGNIFICANT ACCOUNTING POLICIES - Performance Obligation (Details) | Mar. 31, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 21,200,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 28,800,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 34,700,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 40,800,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 47,800,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 256,600,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 429,900,000 |
SIGNIFICANT ACCOUNTING POLICI37
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Payment terms | 25 days | ||
Reserves for uncollectible amounts | $ 0 | $ 0 | |
Property and equipment impairments | 0 | $ 0 | |
Asset retirement obligation | 0 | $ 0 | |
Provision for federal or state income taxes | $ 0 | $ 0 |
CASH DISTRIBUTIONS - Narrative
CASH DISTRIBUTIONS - Narrative (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Distribution Made to Limited Partner [Line Items] | |
Period to distribute available cash (in days) | 45 days |
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% |
CASH DISTRIBUTIONS - Allocation
CASH DISTRIBUTIONS - Allocations of Available Cash from Operating Surplus and Incentive Distribution Rights (Details) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
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 Distributions | |
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 Distributions | |
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 |
CASH DISTRIBUTIONS - Schedule o
CASH DISTRIBUTIONS - Schedule of Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2018 | Nov. 14, 2017 | Aug. 14, 2017 | May 15, 2017 | Feb. 14, 2017 | Nov. 14, 2016 | Aug. 12, 2016 | May 13, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Equity [Abstract] | |||||||||||||||||
Total Quarterly Distribution Per Unit (in dollars per share) | $ 0.3133 | $ 0.3025 | $ 0.2922 | $ 0.2821 | $ 0.2724 | $ 0.263 | $ 0.254 | $ 0.245 | |||||||||
Total Quarterly Cash Distribution | $ 21,489 | $ 20,573 | $ 19,698 | $ 18,842 | $ 18,004 | $ 15,827 | $ 15,209 | $ 14,593 | $ 21,489 |
NET INCOME PER LIMITED PARTNE41
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST - Conversion of Subordinated Units (Details) - shares | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 15, 2017 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Units outstanding (in shares) | 63,638,165 | 63,588,152 | |
Subordinated Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Units outstanding (in shares) | 29,163,121 |
NET INCOME PER LIMITED PARTNE42
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST - Historical Earnings Per Unit(Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Limited Partners' Capital Account [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in units) | 81,246 | 50,905 |
Net Income Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP | $ 27,847 | $ 30,067 |
Less: General partner interest in net income, including incentive distribution rights | 2,152 | 1,129 |
Limited partner interest in net income | $ 25,695 | $ 28,938 |
Weighted average limited partner units outstanding — Basic (in units) | 63,623,000 | 63,566,000 |
Weighted average limited partner units outstanding — Diluted (in units) | 63,659,000 | 63,617,000 |
Net income per limited partner unit — Basic (in dollars per unit) | $ 0.40 | $ 0.46 |
Net income per limited partner unit - Diluted (in dollars per unit) | $ 0.40 | $ 0.45 |
Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest in net income | $ 25,695 | $ 15,664 |
Weighted average limited partner units outstanding — Basic (in units) | 63,623,000 | 34,403,000 |
Weighted average limited partner units outstanding — Diluted (in units) | 63,659,000 | 34,454,000 |
Net income per limited partner unit — Basic (in dollars per unit) | $ 0.40 | $ 0.46 |
Net income per limited partner unit - Diluted (in dollars per unit) | $ 0.40 | $ 0.45 |
Subordinated Units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest in net income | $ 0 | $ 13,274 |
Weighted average limited partner units outstanding — Basic (in units) | 0 | 29,163,000 |
Weighted average limited partner units outstanding — Diluted (in units) | 0 | 29,163,000 |
Net income per limited partner unit — Basic (in dollars per unit) | $ 0 | $ 0.46 |
Net income per limited partner unit - Diluted (in dollars per unit) | $ 0 | $ 0.46 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Transactions (Details) - USD ($) $ in Millions | Mar. 16, 2018 | Mar. 31, 2018 |
Additional Systems | Shirley-Penns System | ||
Related Party Transaction [Line Items] | ||
Cash consideration transferred to purchase limited partner controlling interest | $ 265 | $ 265 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Expense | ||
Related Party Transaction [Line Items] | ||
Charges for services | $ 4,435 | $ 7,628 |
Operating Expense | CNX | Shared Service Agreement | ||
Related Party Transaction [Line Items] | ||
Charges for services | 2,835 | 3,188 |
Operating Expense | CNX and Noble | Electrically-Powered Compression Reimbursement | ||
Related Party Transaction [Line Items] | ||
Charges for services | 1,600 | 4,440 |
General and administrative services | ||
Related Party Transaction [Line Items] | ||
General and administrative expenses | 3,612 | 2,883 |
General and administrative services | CNX | Shared Service Agreement | ||
Related Party Transaction [Line Items] | ||
General and administrative expenses | 3,612 | 2,711 |
General and administrative services | Noble Energy | ||
Related Party Transaction [Line Items] | ||
General and administrative expenses | $ 0 | $ 172 |
RELATED PARTY TRANSACTIONS - Om
RELATED PARTY TRANSACTIONS - Omnibus Agreement (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Scenario, Forecast | CNX | Affiliated Entity | Administrative Services | |
Related Party Transaction [Line Items] | |
General and administrative expenses | $ 1.9 |
RELATED PARTY TRANSACTIONS - Ga
RELATED PARTY TRANSACTIONS - Gathering Agreements (Details) a in Thousands, $ in Millions | Jan. 03, 2018awell$ / MMBTU | Mar. 31, 2018$ / 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] | ||||||||
MVC, gas gathering fee (in dollars per MMBtu) | 0.35 | |||||||
Conditional increase, percent | 2.50% | |||||||
Downstream fees receivable (in dollars per MMBtu) | 0.593 | |||||||
Maximum change in fees, commencing January 1, 2035, percent | 3.00% | |||||||
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 | |||||||
Utica Shale, McQuay Area | CNX Gas | Affiliated Entity | Gas Gathering Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gas gathering fee (in dollars per MMBtu) | 0.225 | |||||||
Marcellus and Utical Shale, Wadestown Area | CNX Gas | Affiliated Entity | Gas Gathering Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gas gathering fee (in dollars per MMBtu) | 0.35 | |||||||
McQuay And Wadestown Areas | CNX Gas | 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 | |||||||
Marcellus Shale formation | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees receivable, excluding downstream (in dollars per MMBtu) | 0.431 | |||||||
Marcellus Shale formation | CNX Gas | Affiliated Entity | Gas Gathering Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of wells drilled and completed (in wells) | well | 125 | |||||||
Moundsville And Pittsburgh International Airport Areas | ||||||||
Related Party Transaction [Line Items] | ||||||||
Downstream fees receivable (in dollars per MMBtu) | 0.296 | |||||||
Utica Shale formation | Gas Gathering Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Downstream fees receivable, weighted average (in dollars per MMBtu) | 0.18 | |||||||
PENNSYLVANIA | ||||||||
Related Party Transaction [Line Items] | ||||||||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 5.38 | |||||||
WEST VIRGINIA | ||||||||
Related Party Transaction [Line Items] | ||||||||
Condensate fees receivable (in dollars per Bbl) | $ / bbl | 2.693 | |||||||
Subsequent Event | Marcellus Shale formation | CNX Gas | Affiliated Entity | Gas Gathering Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of wells drilled and completed (in wells) | well | 30 | 40 | 30 | 40 | ||||
Deficiency payment, per well | $ | $ 2 | $ 2 | $ 3.5 | $ 3.5 | ||||
Minimum | CNX Gas | Affiliated Entity | Gas Gathering Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Quarterly update, historical period | 24 months | |||||||
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 TRANSACTIONS - 47
RELATED PARTY TRANSACTIONS - Schedule of MVC per Gathering Agreements (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 21,200,000 |
Performance obligations expected to be satisfied, expected timing | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 28,800,000 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 34,700,000 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 40,800,000 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 47,800,000 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 429,900,000 |
Performance obligations expected to be satisfied, expected timing |
RELATED PARTY TRANSACTIONS - 48
RELATED PARTY TRANSACTIONS - Registration Rights Agreement (Details) | Jan. 03, 2018offering |
CNX Gas | Affiliated Entity | Gas Gathering Agreements | |
Related Party Transaction [Line Items] | |
Number of demand underwritten offerings of registrable securities | 4 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables - related party | $ 13,411 | $ 13,104 |
Receivables - third party | 9,645 | 8,251 |
Total receivables | 23,056 | 21,355 |
Affiliated Entity | CNX | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables - related party | 13,373 | 12,801 |
Affiliated Entity | CNX Gathering | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables - related party | $ 38 | $ 303 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 978,890 | $ 972,841 |
Less — accumulated depreciation | 79,332 | 73,563 |
Property and Equipment, Net | 899,558 | 899,278 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 70,214 | 76,130 |
Gathering equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 673,252 | 662,595 |
Less — accumulated depreciation | $ 57,956 | 53,544 |
Gathering equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 25 years | |
Gathering equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 40 years | |
Compression equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 188,366 | 180,038 |
Less — accumulated depreciation | $ 16,036 | 14,886 |
Compression equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 30 years | |
Compression equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 40 years | |
Processing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 30,979 | 30,979 |
Less — accumulated depreciation | $ 5,340 | 5,133 |
Estimated useful life | 40 years | |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 16,079 | $ 23,099 |
OTHER ASSETS - Schedule of Othe
OTHER ASSETS - Schedule of Other Assets(Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Assets [Abstract] | ||
Pipe stock | $ 392 | $ 392 |
Financing fees | 3,615 | 122 |
Other | 287 | 79 |
Total Other Assets | $ 4,294 | $ 593 |
OTHER ASSETS - Narrative (Detai
OTHER ASSETS - Narrative (Details) - Credit Facility - USD ($) | Mar. 08, 2018 | Sep. 30, 2014 |
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 600,000,000 | $ 250,000,000 |
Debt issuance costs | $ 4,600,000 | |
Amortization period of debt issuance costs | 5 years |
ACCOUNTS PAYABLE - RELATED PA53
ACCOUNTS PAYABLE - RELATED PARTY (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | $ 3,056 | $ 2,376 |
Affiliated Entity | CNX | ||
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | 2,884 | 2,321 |
Affiliated Entity | CNX | Expense reimbursements | ||
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | 926 | 780 |
Affiliated Entity | CNX | Capital expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | 197 | 83 |
Affiliated Entity | CNX | General and administrative services | ||
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | 1,761 | 1,458 |
Affiliated Entity | CNX Gathering | ||
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | 172 | 0 |
Affiliated Entity | CNX Gathering | Capital expenditures reimbursements | ||
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | 172 | 0 |
Noble Energy | ||
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | 0 | 55 |
Noble Energy | General and administrative services | ||
Related Party Transaction [Line Items] | ||
Total Accounts Payable — Related Party | $ 0 | $ 55 |
REVOLVING CREDIT FACILITY - ADD
REVOLVING CREDIT FACILITY - ADDITIONAL INFORMATION (Details) - Credit Facility | Mar. 08, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2014USD ($) |
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 600,000,000 | $ 250,000,000 | ||
Additional borrowing capacity available | $ 250,000,000 | |||
Debt covenant, maximum secured leverage ratio | 3.50 | |||
Debt covenant, minimum interest coverage ratio | 2.50 | |||
Long term line of credit | $ 20,000,000 | $ 149,500,000 | ||
Credit facility interest rate | 3.88% | 3.11% | ||
Remaining borrowing capacity | $ 450,000,000 | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.375% | |||
Deb covenant, maximum total leverage ratio | 4.75 | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.50% | |||
Deb covenant, maximum total leverage ratio | 5.50 | |||
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 | 0.75% | |||
LIBOR plus 1% | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) $ in Thousands | Mar. 15, 2024 | Mar. 15, 2021 | Mar. 16, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Long-term debt (Note 11) | $ 392,647 | $ 0 | |||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 400,000 | $ 400,000 | 0 | ||
Stated rate | 6.50% | 6.50% | |||
Long-term debt (Note 11) | $ 393,000 | $ 392,647 | $ 0 | ||
Percent of principal amount able to be redeemed | 35.00% | ||||
Redemption price including premium, percent | 106.50% | ||||
Redemption price of principal, percent | 100.00% | ||||
Change of control, cash payment of aggregate principal amount repurchased, percentage | 101.00% | ||||
Scenario, Forecast | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Redemption price including premium, percent | 100.00% | 104.875% |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 16, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 392,647 | $ 0 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated rate | 6.50% | 6.50% | |
Long-term debt, gross | $ 400,000 | $ 400,000 | 0 |
Less: Unamortized debt issuance costs | 1,415 | 0 | |
Less: Unamortized bond discount | 5,938 | 0 | |
Long-term debt | $ 392,647 | $ 393,000 | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Period from April 1, 2018 through December 31, 2018 | $ 1,758 |
Year ending December 31, 2019 | 1,627 |
Year ending December 31, 2020 | 1,042 |
Total future minimum lease payments | $ 4,427 |
COMMITMENTS AND CONTINGENCIES58
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expense | $ 2.1 | $ 1.9 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) - segment | Mar. 16, 2018 | Mar. 31, 2018 | Mar. 15, 2018 |
Segment Reporting Information [Line Items] | |||
Number of operating segments | 3 | ||
Shirley-Penns System | Anchor Systems | |||
Segment Reporting Information [Line Items] | |||
Ownership interest | 100.00% | ||
Shirley-Penns System | Additional Systems | |||
Segment Reporting Information [Line Items] | |||
Ownership percentage (as a percent) | 5.00% |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Segment Results (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Gathering Revenue: | $ 63,869 | $ 58,958 | |
Net Income (Loss): | 33,705 | 33,240 | |
Depreciation Expense: | 5,856 | 5,671 | |
Capital Expenditures for Segment Assets: | 15,972 | 11,192 | |
Segment Assets | 932,116 | $ 926,589 | |
Anchor Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue: | 56,190 | 52,699 | |
Net Income (Loss): | 33,143 | 31,616 | |
Depreciation Expense: | 4,470 | 4,196 | |
Capital Expenditures for Segment Assets: | 13,788 | 10,533 | |
Segment Assets | 708,408 | 694,942 | |
Growth Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue: | 1,904 | 2,225 | |
Net Income (Loss): | 193 | (53) | |
Depreciation Expense: | 553 | 545 | |
Capital Expenditures for Segment Assets: | 78 | 439 | |
Segment Assets | 93,212 | 92,659 | |
Additional Systems | |||
Segment Reporting Information [Line Items] | |||
Gathering Revenue: | 5,775 | 4,034 | |
Net Income (Loss): | 369 | 1,677 | |
Depreciation Expense: | 833 | 930 | |
Capital Expenditures for Segment Assets: | 2,106 | $ 220 | |
Segment Assets | $ 130,496 | $ 138,988 |
LONG-TERM INCENTIVE PLAN - Narr
LONG-TERM INCENTIVE PLAN - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 2 years | |
Unrecognized compensation costs | $ 2.9 | |
Common Units | 2014 LTIP | Stock Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common units authorized (in units) | 5,800,000 | |
Common Units | 2014 LTIP | Phantom Share Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unit based compensation | $ 0.6 | $ 0.3 |
Employee | 2014 LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Annual award vesting percentage | 33.00% | |
Director | 2014 LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 1 year | |
Officer | 2014 LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Annual award vesting percentage | 33.00% |
LONG-TERM INCENTIVE PLAN - Sche
LONG-TERM INCENTIVE PLAN - Schedule of Nonvested Performance-based Units Activity (Details) - Phantom Share Units (PSUs) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Total awarded and unvested, beginning balance (in shares) | shares | 134,153 |
Granted (in shares) | shares | 129,999 |
Vested (in shares) | shares | (70,872) |
Forfeited (in shares) | shares | (17,433) |
Total awarded and unvested, ending balance (in shares) | shares | 175,847 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Total awarded and unvested, beginning balance (in shares) | $ / shares | $ 16.40 |
Granted (in dollars per share) | $ / shares | 19.14 |
Vested (in dollars per share) | $ / shares | 16.65 |
Forfeited (in dollars per share) | $ / shares | 16.23 |
Total awarded and unvested, ending balance (in shares) | $ / shares | $ 18.28 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, a in Thousands, $ in Millions | May 03, 2018USD ($)awell | May 02, 2018well | Apr. 18, 2018$ / shares | Mar. 31, 2018$ / shares | Mar. 31, 2017$ / shares | |
Subsequent Event [Line Items] | ||||||
Cash distributions declared per unit (in dollars per share) | $ / shares | [1] | $ 0.3245 | $ 0.2821 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash distributions declared per unit (in dollars per share) | $ / shares | [1] | $ 0.3245 | ||||
Exchange Transaction | Moundsville | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Noncontrolling interest, percent | 5.00% | |||||
Exchange Transaction | Anchor Systems | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Acres divested (in acres) | 4 | |||||
Exchange Transaction | Growth and Additional Systems | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Acres divested (in acres) | 275 | |||||
Exchange Transaction | Growth Systems | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Noncontrolling interest, percent | 5.00% | |||||
Exchange Transaction | CNX Gas | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash contribution to be received | $ | $ 2 | |||||
Exchange Transaction | CNX Gas | Anchor Systems | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of wells committed | well | 40 | |||||
Exchange Transaction | CNX Gas | Anchor Systems | Utica Shale formation | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Additional acres dedicated (in acres) | 16 | |||||
Affiliated Entity | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of wells committed | well | 192 | 140 | ||||
Affiliated Entity | Exchange Transaction | Anchor Systems | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of wells committed | well | 12 | |||||
Affiliated Entity | Exchange Transaction | Growth and Additional Systems | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Acres divested (in acres) | 18 | |||||
[1] | Represents the cash distributions declared during the month following the end of each respective quarterly period. See Note 15. |