Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 01, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | PENNTEX MIDSTREAM PARTNERS, LP | ||
Entity Central Index Key | 1,617,798 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 228 | ||
Common Stock Units [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 20,714,256 | ||
Subordinated Units [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 20,000,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 8,442 | $ 7,760 |
Accounts receivable | 15,225 | 161 |
Accounts receivable - related party | 0 | 5,950 |
Other receivables | 112 | 2,421 |
Materials and supplies | 2,391 | 2,586 |
Prepaid assets | 371 | 668 |
Total current assets | 26,541 | 19,546 |
Property, plant and equipment, net | 362,906 | 366,061 |
Intangible assets, net | 20,064 | 20,021 |
Total non-current assets | 382,970 | 386,082 |
Total assets | 409,511 | 405,628 |
Current liabilities: | ||
Accounts payable | 224 | 7,566 |
Accounts payable—related party | 626 | 871 |
Other current liabilities | 3,198 | 2,852 |
Total current liabilities | 4,048 | 11,289 |
Long-term debt, net | 163,973 | 150,699 |
Deferred revenues | 23,313 | 0 |
Other non-current liabilities | 90 | 91 |
Total liabilities | 191,424 | 162,079 |
Commitments and Contingencies | ||
Partners’ equity: | ||
General partners | 0 | 0 |
Total partners’ equity | 218,087 | 243,549 |
Total liabilities and partners' equity | 409,511 | 405,628 |
Common Stock Units [Member] | ||
Partners’ equity: | ||
Limited partners | 218,821 | 226,386 |
Subordinated Units [Member] | ||
Partners’ equity: | ||
Limited partners | $ (734) | $ 17,163 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock Units [Member] | ||
Units issued (in shares) | 20,714,256 | 20,000,000 |
Units outstanding (in shares) | 20,714,256 | 20,000,000 |
Subordinated Units [Member] | ||
Units issued (in shares) | 20,000,000 | 20,000,000 |
Units outstanding (in shares) | 20,000,000 | 20,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 77,353 | $ 33,219 | $ 22 |
Operating expenses: | |||
Cost of revenues | 12,728 | 4,282 | 0 |
General and administrative expense | 29,187 | 12,177 | 4,513 |
Operating and maintenance expense | 14,428 | 5,727 | 123 |
Depreciation and amortization expense | 13,531 | 5,978 | 113 |
Impairment of surplus assets | 0 | 2,483 | 0 |
Taxes other than income taxes | 1,063 | 106 | 0 |
Total operating expenses | 70,937 | 30,753 | 4,749 |
Operating income (loss) | 6,416 | 2,466 | (4,727) |
Interest expense, net | (6,622) | (2,405) | 0 |
Net income (loss) | $ (206) | $ 61 | $ (4,727) |
Weighted average common and common equivalent units outstanding: | |||
Basic (in shares) | 40,189,810 | 40,000,000 | |
Diluted (in shares) | 40,189,810 | 40,000,000 | |
Common Stock Units [Member] | |||
Earnings (loss) per common unit: | |||
Basic (in dollars per share) | $ 0.23 | $ 0.25 | $ 0 |
Diluted (in dollars per share) | $ 0.23 | $ 0.25 | $ 0 |
Weighted average common and common equivalent units outstanding: | |||
Basic (in shares) | 20,189,810 | 20,000,000 | 0 |
Diluted (in shares) | 20,189,810 | 20,000,000 | 0 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) - USD ($) $ in Thousands | Total | PennTex NLA Holdings, LLC [Member] | MRD WHR LA [Member] | General Partner [Member] | Limited Partner [Member]Common Units [Member] | Limited Partner [Member]Subordinated Units [Member] | Incentive Distributions Rights [Member] |
Beginning balance (Predecessor [Member]) at Mar. 16, 2014 | $ 0 | $ 0 | |||||
Beginning balance at Mar. 16, 2014 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Limited Liability Company (LLC) Members' Equity | |||||||
Contribution from member at Inception | Predecessor [Member] | 3,106 | ||||||
Contribution from member at Inception | 3,106 | ||||||
Net income (loss) | Predecessor [Member] | (2,955) | (1,772) | |||||
Net income (loss) | (4,727) | ||||||
Predecessor capital contributions | Predecessor [Member] | 95,833 | ||||||
Predecessor capital contributions | 95,833 | ||||||
Ending balance (Predecessor [Member]) at Dec. 31, 2014 | 95,984 | (1,772) | |||||
Ending balance at Dec. 31, 2014 | 94,212 | 0 | 0 | 0 | 0 | ||
Limited Liability Company (LLC) Members' Equity | |||||||
Net income (loss) | 61 | (9,989) | |||||
Capital contributions from predecessor’s members | Predecessor [Member] | 69,622 | 35,345 | |||||
Capital contributions from predecessor’s members | 104,967 | ||||||
Exchange for predecessor membership interests | Predecessor [Member] | (55,305) | 28,648 | |||||
Exchange for predecessor membership interests | 0 | 7,689 | 18,968 | ||||
Proceeds from the Offering, net of costs | 223,021 | 223,021 | |||||
Costs of the Offering | (4,675) | (4,675) | |||||
Equity-based compensation expense | 2,372 | 2,372 | |||||
Payments for distribution equivalents | Predecessor [Member] | 0 | 0 | |||||
Payments for distribution equivalents | (216) | (216) | |||||
Distributions to predecessor’s members | Predecessor [Member] | (106,124) | (59,714) | |||||
Distributions to predecessor’s members | (165,838) | ||||||
Distributions to unitholders | Predecessor [Member] | 0 | 0 | |||||
Distributions to unitholders | (13,660) | (6,830) | (6,830) | ||||
Ending balance (Predecessor [Member]) at Dec. 31, 2015 | 0 | 0 | |||||
Ending balance at Dec. 31, 2015 | 243,549 | 0 | 226,386 | 17,163 | 0 | ||
Limited Liability Company (LLC) Members' Equity | |||||||
Net income (loss) | (206) | (9,478) | 4,577 | 4,695 | |||
Equity-based compensation expense | 16,106 | 16,106 | |||||
Payments for distribution equivalents | (576) | (576) | |||||
Non-cash contribution for general and administrative expenses | 9,478 | 9,478 | |||||
Distributions to unitholders | (45,448) | (22,856) | (22,592) | ||||
Phantom units surrendered to pay taxes | (4,816) | (4,816) | |||||
Ending balance (Predecessor [Member]) at Dec. 31, 2016 | $ 0 | $ 0 | |||||
Ending balance at Dec. 31, 2016 | $ 218,087 | $ 0 | $ 218,821 | $ (734) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net income (loss) | $ (206) | $ 61 | $ (4,727) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation and amortization | 13,531 | 5,978 | 113 |
Accretion of debt discount | 1,339 | 856 | 0 |
Changes to deferred revenue | 23,313 | 0 | 0 |
Equity-based compensation expense | 16,106 | 2,372 | 0 |
Non-cash contribution for allocated costs | 9,478 | 3,305 | 0 |
Non-cash impairment | 0 | 2,483 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (15,069) | (234) | 0 |
Accounts receivable - related party | 5,954 | (5,928) | (22) |
Prepaid and other current assets | 2,474 | (1,858) | (175) |
Accounts payable | (1,072) | 383 | 8 |
Accounts payable—related party | 51 | (1,666) | 1,988 |
Other current liabilities | 666 | (504) | 354 |
Cash provided by (used in) operating activities | 56,565 | 5,248 | (2,461) |
Investing activities | |||
Property, plant and equipment expenditures | (16,189) | (238,830) | (129,196) |
Intangible assets expenditures | (790) | (9,487) | (8,145) |
Cash used in investing activities | (16,979) | (248,317) | (137,341) |
Financing activities | |||
Proceeds from long-term debt | 65,500 | 156,500 | 59,459 |
Payments on long-term debt | (53,500) | (60,500) | 0 |
Payments for debt issuance costs | (64) | (5,024) | (400) |
Proceeds from offering | 0 | 223,021 | 0 |
Contributions from predecessor’s members | 0 | 103,750 | 98,214 |
Distributions | 0 | (165,838) | 0 |
Taxes paid on vested units forfeited | (4,816) | 0 | 0 |
Costs of the Offering | 0 | (4,675) | 0 |
Payments for distribution equivalents | (576) | (216) | 0 |
Cash provided by (used in) financing activities | (38,904) | 233,358 | 157,273 |
Net change in cash and cash equivalents | 682 | (9,711) | 17,471 |
Cash and cash equivalents—beginning of period | 7,760 | 17,471 | 0 |
Cash and cash equivalents—end of period | 8,442 | 7,760 | 17,471 |
Supplemental cash flows: | |||
Interest paid, net of capitalized interest | 5,412 | 979 | 0 |
PennTex NLA Holdings, LLC [Member] | |||
Financing activities | |||
Distributions | $ (45,448) | $ (13,660) | $ 0 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations Organization PennTex Midstream Partners, LP (the “Partnership”) is a growth-oriented limited partnership focused on owning, operating, acquiring and developing midstream energy infrastructure assets in North America. Our sponsor, PennTex Midstream Partners, LLC (“PennTex Development”), was formed by members of its original management team and Natural Gas Partners (“NGP”) in 2014 to develop a multi-basin midstream growth platform initially in partnership with oil and natural gas producers affiliated with NGP. On November 1, 2016, Energy Transfer Partners, L.P. (“Energy Transfer”) acquired from NGP and certain other contributors (i) all of the outstanding membership interests in PennTex Development, (ii) 6,301,596 common units and 20,000,000 subordinated units collectively representing approximately 65% of the outstanding limited partner interests in the Partnership, (iii) all of the outstanding membership interests in the Partnership’s general partner and (iv) 100% of the Partnership’s incentive distribution rights. As a result of such transaction, ETP controls the Partnership. Business The Partnership’s initial assets are located in northern Louisiana and were developed in two phases. The first phase of development, referred to as Phase I, was completed in May 2015 and includes the Lincoln Parish plant, a 200 MMcf/d design-capacity, cryogenic natural gas processing plant, and related natural gas gathering and residue gas transportation pipelines. The second phase of development, referred to as Phase II, was completed in September 2015 and includes the Mt. Olive plant, a 200 MMcf/d design-capacity, cryogenic natural gas processing plant, an NGL transportation pipeline and additions to the residue gas pipeline. The Partnership constructed additional gathering facilities in 2016 and expects to pursue other opportunities for organic development and growth as producers in the region continue to increase production. Range Louisiana Operating LLC (“RRC Operating”), formerly known as MRD Operating LLC, is the Partnership’s primary customer. On September 16, 2016, Range Resources Corporation (“Range Resources”) completed its previously announced acquisition of Memorial Resource Development Corp. (“Memorial Resource”), and RRC Operating became a wholly owned subsidiary of Range Resources. Prior to the completion of the acquisition, RRC Operating was a wholly owned subsidiary of Memorial Resource, an affiliate of NGP, and was a related party of the Partnership. In connection with the acquisition, MRD Operating LLC changed its name to Range Louisiana Operating LLC. As of September 16, 2016, RRC Operating ceased to be a related party. The Partnership operates and manages its business as one reportable segment. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying audited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) with the requirements of Form 10-K and Article 3 of Regulation S-X. All subsidiaries are wholly owned and are consolidated. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, these statements include all adjustments necessary for their fair presentation. The statement of operations included in the accompanying audited consolidated financial statements also includes expense allocations for certain partnership functions historically performed by PennTex Development, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification of time and/or activities associated with pre-construction and construction activities, employee headcount or capital expenditures. Management believes the assumptions underlying the financial statements, including the assumptions regarding allocating general and administrative expenses from PennTex Development, are reasonable. General and administrative expenses allocated to the Partnership for which the Partnership will reimburse PennTex Development are reflected as a payable due to a related party. These financial statements include the results of operations for PennTex Operating prior to the closing of the Offering on June 9, 2015. As PennTex Operating was under common control with the Partnership prior to the Offering and the Partnership acquired all of the membership interests of PennTex Operating in connection with the closing of the Offering, the contributed assets and liabilities of PennTex Operating were recorded in the consolidated financial statements of the Partnership at historical cost. Prior to the contribution, the Partnership had no operations and nominal assets and liabilities. Use of Estimates The financial statements have been prepared in conformity with GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date, the reported amounts of expense and disclosure of contingencies. This includes estimates made in the assessment of potential impairment of long-lived assets and estimates used to calculate allocation of expenses from PennTex Development. The valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely on projections of future operating performance. Although management believes these estimates are reasonable, actual results could differ from such estimates. Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Accounts Receivable and Allowance for Doubtful Receivables Accounts receivable relate to gathering, processing and other services provided to natural gas producer customers are recorded in the consolidated balance sheet at their historical carrying amount. At December 31, 2016 there were no accounts receivable with a related party and $5.9 million as of December 31, 2015. There is no historical experience of incurring credit losses. Intangible Assets Intangible assets consist of real property leases and rights-of-way. Intangible assets are amortized over the shorter of the contractual terms, ranging from 71 years to in-perpetuity, or the estimated useful life of the plants or pipeline systems, which is 30 years upon commencement of operations. Property, Plant and Equipment Property, plant and equipment are recorded at historical cost of construction or acquisition. Expenditures for maintenance and repairs that do not add capacity or extend the useful life of an asset are expensed as incurred. Expenditures to extend the useful lives of the assets or enhance their productivity or efficiency from their original design are capitalized and depreciated over the expected remaining period of use. The carrying value of the assets is based on estimates, assumptions and judgments relative to useful lives and salvage values. Sales or retirements of assets, along with the related accumulated depreciation, are removed from the accounts and any gain or loss on disposition is included in the statement of operations. Costs related to projects during construction, including, as applicable, interest on funds borrowed to finance the construction of facilities, are capitalized as construction in progress. Depreciation of property, plant and equipment is recorded on a straight-line basis over the estimated useful lives. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. The useful lives for the various classes of depreciable assets are as follows: Range of Useful Lives (in years) Gathering, processing and transportation 30 Vehicles 5 Hardware and software 5 to 7 General and other 3 to 7 Land N/A Management reviews property, plant and equipment for impairment periodically and whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. No impairments were recorded for the year ended December 31, 2016 . Based on a periodic review, the Partnership recognized an impairment loss of $2.5 million for surplus carbon dioxide compressors due to their obsolescence as a result of a change in federal regulatory requirements for the year ended December 31, 2015. Fair Value Measurements Fair value is defined as the price that would be received if the Partnership were to sell an asset or to pay to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value estimates are based on either (a) actual market data or (b) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. A three-tier hierarchy has been established that classifies fair value amounts recognized or disclosed in the financial statements. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). The characteristics of fair value amounts classified within each level of the hierarchy are described as follows: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is one in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Substantially all of these inputs are observable in the marketplace throughout the full term of the asset or liability, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Level 3 - Measure based on prices or valuation models that require inputs that are both significant to the fair value measurement and are less observable from objective sources (i.e., supported by little or no market activity). The carrying amount of the Partnership’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximates fair value due to the short-term maturity of these instruments. Capitalized Interest Capitalized interest is determined by multiplying the Partnership’s weighted-average borrowing cost on its debt by the average amount of qualifying costs incurred for an asset. Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depreciation or impairment. Asset Retirement Obligations Accounting standards related to asset retirement obligations require the Partnership to evaluate whether future asset retirement obligations exist and whether the expected retirement date of the related costs of retirement can be estimated. Management has concluded that the assets, which include pipelines, processing plants and related equipment and facilities, will operate for an indeterminate future period when properly maintained. A liability for these asset retirement obligations will be recorded only if and when a future retirement obligation with a determinable economic life is identified. Management intends that the Partnership will operate and maintain its pipelines and processing plants for the foreseeable future. Therefore, management believes that it cannot reasonably estimate the Partnership’s asset retirement obligation as of December 31, 2016 because these assets have indeterminate economic lives. Revenue Recognition The Partnership earns revenue from gathering, processing and transportation services provided to its customers. Revenue is recognized when all of the following criteria are met: (i) persuasive evidence of an exchange arrangement exists, (ii) delivery has occurred or service obligations have been fulfilled, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured. For commercial agreements that provide for specific minimum volume commitments and variable rates, the Partnership recognizes revenue based on a weighted average rate over the term of the agreements. Deferred Revenue The Partnership’s gas processing agreement with RRC Operating requires RRC Operating to pay a fee based on the volume of gas actually processed, subject to cumulative minimum volume commitments determined with respect to each quarterly period. To the extent that, at the end of any quarterly period, RRC Operating has not delivered the applicable cumulative minimum volume commitment, RRC Operating is required to pay a deficiency fee on the undelivered volumes. The deficiency fee is characterized as unearned revenue, and is reported as deferred revenue in the Consolidated Balance Sheets. Deferred revenue is recognized as revenue once all contingencies or potential performance obligations associated with the related volumes have either been satisfied or expired. See Note 9 - Commitments and Contingencies for further discussion of the gas processing agreement. Materials and Supplies All materials and supplies are valued at weighted average cost. The Partnership performs periodic reviews of materials and supplies for physical deterioration and obsolescence. Equity-Based Compensation The financial statements reflect various equity-based compensation awards granted by PennTex Development, as well as compensation expense associated with the Partnership’s plans. These awards include profits interests awards, restricted stock, stock options, restricted units and phantom units. For purposes of these consolidated financial statements, the Partnership recognized as expense in each period the required allocation from PennTex Development. The Partnership recognizes compensation expense related to equity-based awards granted based on the estimated fair value of the awards on the date of grant (see Note 6 —Equity-based Awards). The fair value of the equity-based awards on the grant date is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. |
Identifiable Intangible Assets
Identifiable Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets | Identifiable Intangible Assets Identifiable intangible assets, which are subject to amortization, consist of the following (in thousands): December 31, 2015 Useful Lives Gross Carrying Accumulated Net Rights-of-way 30 $ 20,373 $ 352 $ 20,021 Total $ 20,373 $ 352 $ 20,021 December 31, 2016 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Rights-of-way 30 $ 21,103 $ 1,039 $ 20,064 Total $ 21,103 $ 1,039 $ 20,064 Amortization expense was $0.7 million and $0.3 million for the years ended December 31, 2016 and 2015, respectively. The weighted average remaining useful life of the intangible assets was 28.5 years as of December 31, 2016 . The estimated aggregate amortization of intangible assets for each of the five succeeding fiscal years from December 31, 2016 is set forth below: Amortization Expense (in thousands) Years Ending December 31, 2017 $ 703 2018 $ 703 2019 $ 703 2020 $ 703 2021 $ 703 Thereafter $ 16,549 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands): Useful Lives December 31, 2016 December 31, 2015 Gathering, processing and transportation 30 $ 376,732 $ 366,910 Vehicles 5 645 572 Hardware and software 5 to 7 180 148 Other 3 to 7 2,270 1,963 Land N/A 1,666 1,666 Total 381,493 371,259 Less accumulated depreciation (18,587 ) (5,742 ) Net of accumulated depreciation 362,906 365,517 Construction in progress — 544 Property, plant and equipment $ 362,906 $ 366,061 Depreciation expense was $12.8 million , $5.6 million , and $0.1 million for the years ended December 31, 2016 , 2015 and the period from March 17, 2014 (inception) through December 31, 2014, respectively. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Partnership’s debt obligations consisted of the following (in thousands) as of the below dates: December 31, 2016 December 31, 2015 $275 million MLP revolving credit facility $ 168,000 $ 156,000 Unamortized debt discounts (4,027 ) (5,301 ) Total long-term debt $ 163,973 $ 150,699 $275 million MLP revolving credit facility On December 19, 2014, the Partnership entered into a senior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of the Offering and matures on December 19, 2019 (the “MLP revolving credit facility”). The agreement provides for a $275 million credit commitment that is expandable up to $400 million under certain conditions. The funds have been used for general purposes, including the funding of capital expenditures. The Partnership’s assets have been pledged as collateral for this credit facility. The MLP revolving credit facility contains various covenants and restrictive provisions that, among other things, limit or restrict the Partnership’s ability to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result from making such a distribution), change the nature of the Partnership’s business, engage in certain mergers or make certain investments and acquisitions, enter into non-arm’s-length transactions with affiliates and designate certain subsidiaries of the Partnership as “Unrestricted Subsidiaries” for purposes of the credit agreement. Currently, no subsidiaries have been designated as Unrestricted Subsidiaries. The Partnership is required to comply with a minimum consolidated interest coverage ratio of 2.50 x and a maximum consolidated leverage ratio of 4.75x under the MLP revolving credit facility. As of December 31, 2016 , the Partnership had $106.0 million of available borrowing capacity under the MLP revolving credit facility. As of December 31, 2016 , the Partnership was in compliance with the covenants under the MLP revolving credit facility. The borrowed amounts are subject to interest based upon the current consolidated total leverage ratio at the time of the borrowing. At the Partnership’s discretion it can borrow utilizing either Eurodollar loans or Alternate Base Rate (“ABR”) loans. Interest on Eurodollar loans is based on the LIBOR plus an applicable margin that varies between 2.00% and 3.25% based on the consolidated total leverage ratio. Interest on ABR loans is equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1.50% and (c) the Adjusted LIBOR for a one-month interest period on such day plus 1.0% and plus an applicable margin that varies between 1.00% and 2.25% based on the consolidated total leverage ratio. The unused portion of the credit facility is subject to a commitment fee, which is 0.375% multiplied by the amount of the unused commitment. As of December 31, 2016 , the weighted average interest rate on outstanding borrowings was 2.9% . The fair value of the long term-debt approximates the carrying amount because the interest rate is variable and reflective of market rates. The following table sets forth the outstanding borrowings, letters of credit issued and available borrowing capacity under the MLP revolving credit facility as of December 31, 2016 (in thousands): Total size of the MLP revolving credit facility $ 275,000 Less: Outstanding borrowings 168,000 Less: Letters of credit issued 1,000 Available borrowing capacity $ 106,000 The Partnership capitalized fees of $2.3 million associated with the MLP revolving credit facility, which was included on the Consolidated Balance Sheet as deferred debt issuance costs as of December 31, 2015. These fees were reclassed to be presented as a reduction of long-term debt based upon the adoption of the applicable FASB guidance described in Note 15 ,. The total reclass of $1.4 million occurred on January 1, 2016. In addition, the Partnership paid debt origination fees of $4.6 million related to the facilities, which is included on the Consolidated Balance Sheet as a reduction of long-term debt. The Partnership had unamortized debt discount costs of $4.0 million as of December 31, 2016 . Interest The Partnership incurred interest expense of $6.6 million during the year ended December 31, 2016 , of which $0.6 million was included in other current liabilities and none was capitalized in the construction of the Partnership’s assets in property, plant and equipment for the year ended December 31, 2016 . The Partnership incurred interest of $4.9 million during the year ended December 31, 2015 , of which $0.7 million was included in other current liabilities and $2.5 million was capitalized in the construction of the Partnership’s assets in property, plant and equipment for the year ended December 31, 2015 . The Partnership incurred interest of $0.5 million during the period from March 17, 2014 (inception) through December 31, 2014 , of which $0.1 million was included in other current liabilities and $0.5 million was capitalized in the construction of the Partnership’s assets in property, plant and equipment for such period ended December 31, 2014 . |
Equity-Based Awards
Equity-Based Awards | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Awards | Equity-based Awards PennTex Midstream Partners, LP 2015 Long-Term Incentive Plan In connection with the Offering, the board of directors of the Partnership’s general partner adopted the PennTex Midstream Partners, LP 2015 Long-term Incentive Plan (“LTIP”) pursuant to which awards in the form of unrestricted units, restricted units, equity participation units, options, unit appreciation rights, phantom units or distribution equivalent rights may be granted to employees, consultants and directors of the general partner and its affiliates who perform services for or on behalf of the Partnership or its affiliates. Award amounts, vesting requirements and other terms are determined by the board of directors of the general partner at the time of each grant. The LTIP limits the number of units that may be delivered pursuant to vested awards to 3,200,000 common units. LTIP awards that are subsequently canceled, forfeited or withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP is administered by the board of directors of the Partnership’s general partner or a committee thereof, which is referred to as the plan administrator. The plan administrator may terminate or amend the LTIP at any time with respect to any units for which a grant has not yet been made. The plan administrator also has the right to alter or amend the LTIP or any part of the plan from time to time, including increasing the number of units that may be granted subject to the requirements of the exchange upon which the common units are listed at that time. However, no change in any outstanding grant may be made that would materially reduce the rights or benefits of the participant without the consent of the participant. The LTIP will expire upon termination by the plan administrator. Phantom Units Granted In June 2016, the Partnership granted an aggregate of 361,159 phantom units with a vesting period of three years and corresponding distribution equivalent rights (“DERs”) to employees and officers of the general partner and its affiliates. In connection with the completion of the Offering in June 2015, the Partnership granted an aggregate of 620,200 phantom units with a vesting period of three years and corresponding DERS to employees and officers of the general partner and its affiliates. A phantom unit entitles the grantee to receive a common unit upon the vesting date. Each phantom unit was granted in tandem with a corresponding DER that allows the holder to receive, for each phantom unit held, cash equal to any cash distribution paid on a common unit between the grant date and the date that the phantom units are settled or forfeited. The total value at grant date was $5.8 million and $12.2 million for the 2016 and 2015 grants, respectively, of which the Partnership recorded compensation expense of $15.5 million and $2.3 million during the years ended December 31, 2016 and 2015 , respectively. As of December 31, 2016 , the Partnership had no unrecognized expense related to these LTIP grants. During the year ended December 31, 2016 there were 968,446 phantom units vested, and the Partnership withheld 296,412 of such phantom units to cover withholding taxes of $4.8 million for employees. In June 2016, the Partnership issued 27,222 phantom units with a vesting period of one year and corresponding DERs to the three independent directors of the general partner. The total value of those grants at the grant date was $0.4 million . In 2015, the Partnership granted 15,000 phantom units with a vesting period of approximately one year and corresponding DERs to the three independent directors of the general partner. The total value of those three grants at the grant dates was $0.3 million . As of December 31, 2016 all of the phantom units were fully vested. During the years ended December 31, 2016 and 2015 , the Partnership recorded $0.6 million and $0.1 million , respectively, of compensation expense related to these grants, with no unrecognized expense as of December 31, 2016 . On November 1, 2016, ETP acquired the Partnership’s general partner. The acquisition constituted a change of control under the phantom unit agreements and resulted in the vesting of all outstanding phantom units effective November 1, 2016. As a result, any unrecognized compensation related to the outstanding phantom units was immediately recognized. The following table summarizes the changes in the phantom units outstanding for the year ended December 31, 2016 : Year Ended December 31, 2016 Units Weighted Average Weighted Average Remaining Vesting Period Beginning of period 635,200 $ 19.63 0.4 years Granted 388,381 $ 16.09 1.4 years Vested 1,010,668 $ 18.51 — Forfeited 12,913 $ 18.16 — End of period — $ — — |
Equity and Distributions
Equity and Distributions | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity and Distributions | Equity and Distributions 2015 Public Equity Offering Allocations of Net Income (Loss) Net income (loss) attributable to the Partnership is allocated between the general partner and the common and subordinated unitholders in proportion to their pro rata ownership interest after giving effect to priority earnings allocations in an amount equal to incentive cash distributions allocated to the general partner. Net income (loss) attributable to acquisitions accounted for as a transaction between entities under common control prior to their acquisition date is allocated to the previous owners. Minimum Quarterly Distribution The First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) provides for a minimum quarterly distribution of $0.2750 per unit for each quarter, or $1.10 per unit on an annualized basis. The payment of the full minimum quarterly distribution on the outstanding common units and subordinated units requires the Partnership to have cash available for distribution of $11.2 million per quarter, or $44.8 million per year. The Partnership Agreement requires that distributions for each quarter will be paid to the extent there is sufficient cash after establishment of cash reserves and payment of fees and expenses, including payments to the general partner and its affiliates. The Partnership’s ability to pay the minimum quarterly distribution is subject to various restrictions and other factors. The Partnership Agreement generally provides for distributions of cash each quarter during the subordination period in the following manner: • first, to the holders of common units, until each common unit has received the minimum quarterly distribution of $0.2750 plus any arrearages from prior quarters; • second, to the holders of subordinated units, until each subordinated unit has received the minimum quarterly distribution of $0.2750 ; and • third, to the holders of common units and subordinated units pro rata until each has received a distribution of $0.3163 . If cash distributions to the unitholders exceed $0.3163 per common unit and subordinated unit in any quarter, the unitholders and the holders of the IDRs will receive distributions according to the following percentage allocations: Total Quarterly Distribution Marginal Percentage Interest in Distributions Target Amount Unitholders IDRs above $0.3163 up to $0.3438 85 % 15 % above $0.3438 up to $0.4125 75 % 25 % above $0.4125 50 % 50 % Subordinated Units The Partnership has 20,000,000 subordinated units outstanding, all of which are owned directly or indirectly by ETP. The principal difference between the common units and subordinated units is that, for any quarter during the subordination period, holders of the subordinated units are not entitled to receive any distribution from operating surplus until the common units have received the minimum quarterly distribution from operating surplus for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. When the subordination period ends, all of the subordinated units will convert into an equal number of common units. Except as described below, the subordination period began on the closing date of the Offering (June 9, 2015) and extends until the first business day following the distribution of available cash in respect of any quarter beginning after September 30, 2018, that each of the following tests are met: • distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.10 (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four -quarter periods immediately preceding that date; • the adjusted operating surplus generated during each of the three consecutive, nonoverlapping four -quarter periods immediately preceding that date equaled or exceeded the sum of $1.10 (the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during those periods on a fully diluted basis; and • there are no arrearages in payment of the minimum quarterly distribution on the common units. Notwithstanding the foregoing, the subordination period will automatically terminate on the first business day following the distribution of available cash in respect of any quarter, beginning with the quarter ending September 30, 2016, that each of the following tests are met: • distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.65 ( 150% of the annualized minimum quarterly distribution), plus the related distributions on the incentive distribution rights, for the four -quarter period immediately preceding that date; • the adjusted operating surplus generated during the four -quarter period immediately preceding that date equaled or exceeded the sum of (1) $1.65 ( 150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during that period on a fully diluted basis and (2) the corresponding distributions on the incentive distribution rights; and • there are no arrearages in payment of the minimum quarterly distributions on the common units. To the extent there is cash available for distribution from operating surplus in any future quarter during the subordination period in excess of the amount necessary to pay the minimum quarterly distribution to holders of the common units, in a period following the subordination period, the Partnership will use this excess cash to pay any distribution arrearages on common units related to prior quarters before any cash distribution is made to holders of subordinated units. If the Partnership does not pay the minimum quarterly distribution on the common units for any quarter following the subordination period, the common unitholders will not be entitled to receive such arrearage payments. Cash Distributions to Unitholders The following table summarizes the Partnership’s declared quarterly cash distributions with respect to the quarter indicated (dollars in thousands, except per unit amounts): Distributions Distribution Three Months Ended Common Subordinated Incentive Date Paid Total December 31, 2016 (1) February 14, 2017 $6,111 $5,900 $0 $12,011 $0.2950 September 30, 2016 November 14, 2016 $6,111 $5,900 $0 $12,011 $0.2950 June 30, 2016 August 12, 2016 $5,744 $5,692 $0 $11,436 $0.2846 March 31, 2016 May 13, 2016 $5,501 $5,500 $0 $11,001 $0.2750 December 31, 2015 February 12, 2016 $5,500 $5,500 $0 $11,000 $0.2750 September 30, 2015 November 13, 2015 $5,500 $5,500 $0 $11,000 $0.2750 June 30, 2015 August 15, 2015 $1,330 $1,330 $0 $2,660 $0.0665 March 31, 2015 N/A N/A N/A N/A N/A N/A (1) On January 25, 2017, the Partnership announced a distribution of $0.2950 per unit for the three months ended December 31, 2016 . The distribution will be paid on February 14, 2017 to unitholders of record as of February 7, 2017. |
Earnings per Unit
Earnings per Unit | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Unit | Earnings per Unit The Partnership’s net income is allocated to the limited partners, including the holders of the subordinated units, in accordance with their respective ownership percentages, after giving effect to incentive distributions and expenses incurred by the general partner and its affiliates on behalf of the Partnership that are not required to be reimbursed by the Partnership. These expenses are allocated solely to the general partner because the Partnership is not required to reimburse the general partner for these expenses. Accordingly, these expenses are disregarded in determining the limited partners’ share in earnings of the Partnership. The Partnership computes earnings per unit using the two-class method for master limited partnerships as prescribed in the guidance Accounting Standards Codification (“ASC”) 260. The two-class method requires that securities that meet the definition of a participating security be considered for inclusion in the computation of basic earnings per unit. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the Partnership Agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period. The Partnership calculates net income available to limited partners based on the distributions pertaining to the current period’s net income. After adjusting for the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner and limited partners in accordance with the contractual terms of the Partnership Agreement and as further prescribed in the guidance in ASC 260 under the two-class method. The two-class method does not impact the overall net income or other financial results. Earnings per unit is calculated based on distributions declared to the limited partners, including distributions related to the IDRs for the related reporting period. To the extent net income attributable to the Partnership exceeds cash distributions, the excess is allocated to the limited partners and the holders of IDRs based on their contractual participation rights to share in those earnings. If cash distributions exceed net income attributable to the Partnership, the excess distributions are allocated proportionately to all participating units outstanding based on their respective ownership percentages. Additionally, the calculation of earnings per unit does not reflect an allocation of undistributed earnings to the IDR holders beyond amounts distributable under the terms of the partnership agreement. Payments made to the limited partners are determined in relation to actual declared distributions and are not based on the net income allocations used in the calculation of earnings per unit. Basic earnings per unit is computed by dividing net earnings attributable to unitholders by the weighted average number of units outstanding during each period. Diluted earnings per unit reflects the potential dilution of common equivalent units that could occur if equity participation units are converted into common units. As the Offering was completed on June 9, 2015, no income from the period from January 1, 2015 to June 9, 2015 is allocated to the common and subordinated units issued on June 9, 2015, and all income for such period was allocated to the general partner or predecessor operations. The following table illustrates the Partnership’s calculation of net income per unit for the year ended December 31, 2016 and 2015 : Year Ended December 31, 2016 Year Ended (1) (in thousands) Partnership’s interest in net income $ (206 ) $ 61 Less: Net income (loss) attributable to general partner (9,478 ) (9,989 ) Net income attributable to the limited partners' 9,272 10,050 Less: Distribution declared on IDRs (2) — — Payments for distribution equivalents (2)(3) 841 390 Limited partners’ distribution declared on common units (2) 23,466 12,330 Limited partners’ distribution declared on subordinated units (2) 22,992 12,330 Distribution less than (in excess of) net income (loss) attributable to the Partnership (38,027 ) (15,000 ) Distribution less than (in excess of) net income (loss) attributable to equity-based awards (678 ) (234 ) Distribution less than (in excess of) net income (loss) attributable to limited partners $ (37,349 ) $ (14,766 ) (1) For the period from June 9, 2015 to December 31, 2015. (2) Distribution declared attributable to the periods indicated. (3) Represents DERs declared in respect of phantom units. General Limited Limited Total (in thousands, except unit and per unit amounts) Year Ended December 31, 2016 Net income (loss) attributable to the limited partner unitholders: Distribution declared (1) $ — $ 23,466 $ 22,992 $ 46,458 Distribution less than (in excess of) net income (loss) attributable to the Partnership — (18,890 ) (18,459 ) (37,349 ) Net income (loss) attributable to the limited partner unitholders $ — $ 4,576 $ 4,533 $ 9,109 Weighted average common units outstanding: Basic — 20,189,810 20,000,000 40,189,810 Diluted — 20,189,810 20,000,000 40,189,810 Net income per common unit: Basic $ 0.23 $ 0.23 Diluted $ 0.23 $ 0.23 General Limited Limited Total (in thousands, except unit and per unit amounts) Year Ended December 31, 2015 Net income (loss) attributable to the limited partner unitholders: Distribution declared (1) $ — $ 12,330 $ 12,330 $ 24,660 Distribution less than (in excess of) net income (loss) attributable to the Partnership subsequent to the Offering — (7,383 ) (7,383 ) (14,766 ) Net income attributable to the limited partner unitholders (2) $ — $ 4,947 $ 4,947 $ 9,894 Weighted average common units outstanding: Basic — 20,000,000 20,000,000 40,000,000 Diluted — 20,000,000 20,000,000 40,000,000 Net income per common unit: Basic $ 0.25 $ 0.25 Diluted $ 0.25 $ 0.25 (1) Distribution declared attributable to the periods indicated. (2) For the period from June 9, 2015 to December 31, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contractual Commitments Gas Processing Agreement The Partnership is a party to a 15 -year gas processing agreement with RRC Operating to provide natural gas processing services at the Partnership’s processing plants. The initial term of the processing agreement commenced on June 1, 2015 and will end on October 1, 2030. Under the processing agreement, RRC Operating has agreed to deliver a minimum volume of gas for processing through the term of the agreement measured on a cumulative basis based on specified daily minimum volume thresholds. The daily minimum volume threshold was initially 115,000 MMBtu/d and increased to 345,000 MMBtu/d effective October 1, 2015. On July 1, 2016, RRC Operating’s daily minimum volume threshold increased to 460,000 MMBtu/d and is effective through June 30, 2026. During the first five years of this ten -year period, RRC Operating may from time to time, upon nine months’ notice, increase the daily minimum volume threshold in increments of 57,500 MMBtu/d up to an aggregate additional 230,000 MMBtu/d, subject to available capacity. On July 1, 2026, RRC Operating’s daily minimum volume thresholds will return to 345,000 MMBtu/d until June 1, 2030, after which it will decrease to 115,000 MMBtu/d through the remainder of the initial term of the processing agreement. Any volumes of gas delivered up to the then-applicable daily minimum volume threshold are considered firm reserved gas and are charged the firm fixed-commitment fee, and any volumes delivered in excess of such threshold are considered interruptible volumes and are charged the interruptible-service fixed fee. Pursuant to the processing agreement, RRC Operating must pay a deficiency payment based on the firm-commitment fixed fee with respect to a particular quarterly period if the cumulative minimum volume commitment as of the end of such period exceeds the sum of (i) the cumulative volumes processed under the processing agreement (or credited with respect to plant interruptions) as of the end of such period plus (ii) volumes corresponding to deficiency payments incurred prior to such period. RRC Operating may utilize these deficiency payments as a credit for fees owed to the Partnership only to the extent it has delivered the total minimum volume commitment under the processing agreement within the initial 15 -year term of the agreement. Additionally, all volumes delivered by RRC Operating in excess of the minimum volume commitment in a quarterly period apply against and reduce, on a one -for-one basis, the cumulative minimum volume commitment used to calculate deficiency payments for future quarterly periods. Deficiency payments are recorded as deferred revenue since RRC Operating may utilize these deficiency payments as credit for fees owed if it has delivered the total minimum volume commitment under the processing agreement within the initial 15 -year term of the agreement. The Partnership will recognize deficiency payments into revenue once all contingencies or potential performance obligations associated with the related volumes have either (i) been satisfied through the processing of future excess volumes of natural gas, or (ii) expired (or lapsed) through the passage of time pursuant to the terms of the processing agreement. Additionally, the gas processing agreement requires RRC Operating to reimburse a portion of the Partnership’s electricity expenses for electric compression at the processing plants. On August 5, 2015, the parties amended the processing agreement to provide that RRC Operating may use the $0.5 million deficiency payment incurred with respect to the initial quarterly period, which began on June 1, 2015 and ended June 30, 2015, as a credit against processing fees owed to PennTex Operating for corresponding volumes of gas processed in excess of 161,000 MMBtu/d (on an average basis) for the three months ended September 30, 2015 and 345,000 MMBtu/d (on an average basis) for the three months ended December 31, 2015. The Partnership recognized all of the June 2015 deficiency payment into revenue during the year ended December 31, 2015 as fee credits for processed volumes or upon expiration of unused processing fee credits as of December 31, 2015 in accordance with the amended agreement. Gas Gathering Agreement The Partnership is party to a gathering agreement with RRC Operating that commenced on December 20, 2014 and will remain in effect until June 1, 2030. The gathering agreement provides for the gathering of RRC Operating’s processable natural gas for delivery through the Partnership’s gathering pipeline to the Partnership’s processing plants (or delivery to DCP Midstream as described below). RRC Operating pays fees for gathering services provided by the Partnership, including a firm capacity reservation payment and a usage fee component that is subject to a minimum volume commitment. For the period from June 1, 2015 through November 30, 2019, (i) the firm capacity reservation payment is based on a daily capacity of 460,000 MMBtu/d (subject to certain credits relating to the availability of gathering capacity), calculated monthly, and (ii) the usage fee is based on volumes delivered into the gathering system, subject to a deficiency fee based on a specified minimum volume commitment that is calculated and paid on an annual basis. The specified minimum gathering volume commitment upon which the deficiency fee calculation is based equals RRC Operating’s then applicable daily minimum volume threshold under the processing agreement (excluding any optional increases by RRC Operating). Accordingly, the specified minimum gathering volume commitment will not be less than 115,000 MMBtu/d nor more than 460,000 MMBtu/d. Beginning December 1, 2019 through the end of the gathering agreement term, all volumes will be subject to a usage fee, subject to the deficiency fee and minimum volume commitment described above, and no firm capacity reservation payment will apply. In addition, the gathering agreement provides for the delivery of RRC Operating’s rich natural gas, on an interruptible basis, to facilities operated by DCP Midstream Partners, LP for a specified usage fee. Gathering volumes delivered to such facilities are not subject to a deficiency fee or a minimum volume commitment but apply against the volume delivery requirements for purposes of the minimum volume commitment under the gathering agreement. Gas Transportation Agreement The Partnership is party to a 15 -year natural gas transportation agreement with RRC Operating that commenced on June 1, 2015. The gas transportation agreement provides for the transportation of residue gas through the Partnership’s residue gas pipeline from the outlet of the Partnership’s processing plants to delivery points at interconnections with third-party natural gas transportation pipelines. RRC Operating pays a usage fee for all volumes transported under the gas transportation agreement. On February 3, 2016, the agreement was amended to provide a monthly fee for priority firm service for the first 100,000 MMBtu/d of residue gas delivered for transportation by RRC Operating for a ten year period beginning January 1, 2016. The gas transportation agreement includes a plant tailgate dedication pursuant to which all of RRC Operating’s residue gas produced from the Partnership’s processing plants are delivered for transportation on the Partnership’s residue gas pipeline. Transportation Service Agreement The Partnership is party to a 15 -year NGL transportation services agreement with RRC Operating that commenced on October 1, 2015. The NGL transportation agreement provides for the transportation of NGLs through the Partnership’s NGL pipeline from the outlet of the Partnership’s processing plants to a delivery point connecting to DCP Midstream’s Black Lake pipeline in Ada, Louisiana. RRC Operating pays a usage fee for all volumes transported under the NGL transportation agreement. The NGL transportation agreement includes a plant tailgate dedication pursuant to which all of RRC Operating’s NGLs produced from the Partnership’s processing plants are delivered for transportation on the Partnership’s NGL pipeline. The NGL transportation agreement is subject to the terms of a tariff filed with FERC. Services and Secondment Agreement In connection with the closing of the Offering, the Partnership entered into a 10 -year services and secondment agreement with the general partner, PennTex Development and PennTex Midstream Management Company, LLC (“PennTex Management”) pursuant to which PennTex Management seconds certain employees to the general partner to provide operational and maintenance services with respect to the Partnership’s assets. The Partnership is obligated to reimburse PennTex Management for the cost of any seconded employees, including wages and benefits, on a monthly basis. Additionally, the Partnership pays an administrative fee to PennTex Development for the provision of various management and administrative services for the Partnership’s benefit, including executive services , financial and administrative services (including treasury and accounting), information technology, legal services, health, safety and environmental services, human resources services, business development services, investor relations and government relations, tax matters and insurance administration. The administrative fee is paid monthly and, for the year ended December 31, 2015, was calculated as follows: (i) for the period from June 9, 2015 to and including June 30, 2015, the administrative fee was $2,778 per day; (ii) for each month following June 30, 2015 and including September 2015, the month in which the Mt. Olive plant commenced commercial operations, the administrative fee was $83,333 per month; and (iii) for each month during the remainder of 2015, the administrative fee was $166,667 . For each month during the first six months of the 2016 fiscal year, the administrative fee will be $250,000 and for each month during the last six months of the 2016 fiscal year, the administrative fee was $333,333 . With respect to the 2017 fiscal year and each subsequent year through the end of the term of the services and secondment agreement, PennTex Development and the general partner will negotiate in good faith and mutually agree on an annual administrative fee for the upcoming year, which will be payable in equal monthly installments. If they are unable to agree on the amount of such administrative fee on or prior to December 1 of the preceding year, then such administrative fee will equal the administrative fee for the preceding year as increased by a percentage equal to the change in the producer price index over the previous 12 months. The administrative fees for the 2017 fiscal year will be $4.1 million . The Partnership is also required to reimburse PennTex Development and its affiliates for all other direct or allocated costs and expenses incurred by them on the Partnership’s behalf under the services and secondment agreement, which is in addition to reimbursement of the general partner and its affiliates for certain costs and expenses incurred on the Partnership’s behalf for managing and controlling the Partnership’s business and operations as required by the Partnership Agreement. Legal Proceedings The Partnership may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. Management regularly analyzes current information and, as necessary, will provide accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management, as of December 31, 2016 , there were no threatened or pending legal matters that would have a material impact on the Partnership’s results of operations, financial position or cash flows. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Operational, General and Administrative Services The Partnership does not have employees and the officers of the general partner manage the operations and activities of the Partnership. All operational, general and administrative responsibilities are performed by employees of PennTex Management pursuant to the services and secondment agreement and for which the Partnership reimburses or pays a specified administrative fee to PennTex Management, which is settled in cash monthly. In addition, the Partnership is allocated additional general and administrative expenses to the extent that the administrative fee paid under the services and secondment agreement is less than the Partnership’s share of PennTex Development’s overall general and administrative expenses, which allocation is not payable in cash and is recorded as a non-cash general and administrative expense of the Partnership. The non-cash general and administrative expense is recorded as a non-cash contribution to the Partnership by the general partner. The Partnership’s allocated general and administrative expenses and operating and maintenance expenses consist of the following (in thousands): Year Ended December 31, Period from 2016 2015 Allocated general and administrative expenses: Cash $ 3,500 $ 4,342 $ 3,692 Non-cash 7,870 3,305 — Operating and maintenance expenses: Direct costs 5,053 3,124 — Non-cash allocated costs 1,608 — — Total $ 18,031 $ 10,771 $ 3,692 The Partnership had outstanding accounts payable to PennTex Development of $0.6 million and $0.5 million as of December 31, 2016 and 2015 , respectively. Commercial Contracts The Partnership has entered into commercial agreements with RRC Operating for the gathering, processing and transportation of natural gas and NGLs (see Note 9 Commitments and Contingencies). In addition, the Partnership is party to an interruptible gathering and processing agreement with WildHorse Resources II, LLC (“WHR II”) pursuant to which the Partnership gathers and process natural gas for WHR II for a fee and purchases the NGLs resulting from such processing at prevailing market prices. During the period from March 17, 2014 (inception) through December 31, 2014, the Partnership reported $22 thousand of revenue attributable to commercial agreements with related parties, and $52.0 million and $32.6 million for the years ended December 31, 2016 and 2015 . As of December 31, 2015 , the Partnership had accounts receivable from RRC Operating considered a related party on the Consolidated Balance Sheet of $5.9 million , and none as of December 31, 2016 . As of December 31, 2015, there was $0.3 million included in accounts payable - related party on the Consolidated balance sheet due to RRC Operating. Under the Partnership’s interruptible gathering and processing agreements with its customers, the Partnership takes ownership of NGLs from time to time, then sells such NGLs to BP Energy at prevailing market prices. A non-employee member of the board of directors of the general partner is the Chief Executive Officer of BP US Lower 48 Onshore, an affiliate of BP Energy. During the year ended December 31, 2016, the Partnership sold approximately $4.1 million of NGLs to BP Energy, which are included as revenue on the statement of operations. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially subject the Partnership to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Partnership maintains cash in bank deposit accounts that, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts to date and does not believe it is exposed to any significant risk. Accounts receivable are from natural gas producers for which the Partnership will gather, process and transport natural gas and transport natural gas liquids. This industry concentration has the potential to impact the Partnership’s overall exposure to credit risk, either positively or negatively, in that the Partnership’s customers may be similarly affected by changes in economic, industry or other conditions. The Partnership will monitor the creditworthiness of counterparties. As disclosed in Note 2 Summary of Significant Accounting Policies-Revenue Recognition, the Partnership has entered into long-term commercial agreements with RRC Operating. RRC Operating accounted for 94% and 98% of the Partnership’s total revenues for the year ended December 31, 2016 and 2015 , respectively. The Partnership is potentially exposed to concentration of business and credit risk primarily through the Partnership’s commercial agreements with RRC Operating. The Partnership monitors the creditworthiness of RRC Operating, and the Partnership has not experienced any collectability issues with RRC Operating. |
Employee Costs
Employee Costs | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Benefit Plan | Employee Costs Employees of PennTex Development who directly or indirectly support the Partnership’s operations have historically participated in defined contribution benefit plans sponsored by PennTex Development, which included other subsidiaries of PennTex Development. For the years ended December 31, 2016 and 2015, $0.4 million and $0.3 million , respectively, was expensed by PennTex Development in matching employee contributions. These costs to PennTex Development support the Partnership’s operations and management and as such a portion of such costs is allocated to the Partnership. The defined contribution benefit plan became effective on January 1, 2015 and accordingly there were no costs under such plan for the period from March 17, 2014 (inception) through December 31, 2014. These costs are included in both general and administrative and operating and maintenance expenses on the Consolidated Statements of Income. In connection with the acquisition of PennTex Development by ETP in November 2016, PennTex Development recognized severance expenses for certain employees who were terminated or will be terminated following a specified a transition period. These employees provided services to the Partnership and such severance expense was accordingly allocated to the Partnership. For the year ended December 31, 2016 , the Partnership was allocated severance expenses of $3.7 million , of which $2.3 million is included general and administrative expense and $1.3 million is included in operating and maintenance expense on the Consolidated Statements of Income. Additionally, the acquisition of PennTex Development by ETP resulted in accelerated vesting of equity compensation by PennTex Development, a portion of which was allocated to the Partnership. For the year ended December 31, 2016 , the Partnership was allocated equity compensation expense from PennTex Development of $2.6 million , of which $2.3 million is included general and administrative expense and $0.3 million is included in operating and maintenance expense on the Consolidated Statements of Income. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Partnership is not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on the Partnership’s net income generally are borne by the partners through the allocation of taxable income. As of December 31, 2016 and 2015 , the Partnership recorded no liability reported for unrecognized tax benefits and no interest or penalties related to income taxes for the year ended December 31, 2016 and 2015 and the period from March 17, 2014 (inception) through December 31, 2014. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following tables summarize the unaudited quarterly statements for the Partnership: Three Months Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Total revenues $ 17,649 $ 19,153 $ 22,184 $ 18,367 Operating income (loss) $ 5,330 $ 5,788 $ 7,406 $ (12,109 ) (1) Net income (loss) $ 3,517 $ 4,168 $ 5,828 $ (13,721 ) (1) Net (loss) income allocable to limited partners $ 3,517 $ 4,168 $ 5,828 $ (13,721 ) (1) Basic net (loss) income per unit $ 0.12 $ 0.13 $ 0.16 $ (0.18 ) Diluted net (loss) income per unit $ 0.12 $ 0.13 $ 0.16 $ (0.18 ) (1) Includes the following non-recurring items that occurred during the three months ended December 31, 2016 : a) severance expense of $3.7 million , b) accelerated vesting of outstanding LTIP awards of $11.6 million , and c) non-cash equity compensation expense allocated from PennTex Development of $2.6 million . Three Months Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Total revenues $ 229 $ 2,696 $ 11,225 $ 19,069 Operating income (loss) $ (3,063 ) $ (4,082 ) $ 2,481 $ 7,130 Net income (loss) $ (3,063 ) $ (4,170 ) $ 2,020 $ 5,275 Net (loss) income allocable to limited partners $ — $ (550 ) $ 2,020 $ 5,275 Basic net (loss) income per unit $ — $ (0.01 ) $ 0.09 $ 0.17 Diluted net (loss) income per unit $ — $ (0.01 ) $ 0.09 $ 0.17 Three Months Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 Total revenues $ — $ — $ — $ 22 Operating income (loss) $ (125 ) $ (1,259 ) $ (1,366 ) $ (1,977 ) Net income (loss) $ (125 ) $ (1,259 ) $ (1,366 ) $ (1,977 ) Net (loss) income allocable to limited partners $ — $ — $ — $ — Basic net (loss) income per unit $ — $ — $ — $ — Diluted net (loss) income per unit $ — $ — $ — $ — |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards | New Accounting Standards Adopted Standards In March 2016, the FASB issued authoritative guidance to simplify the accounting for equity-based payments awarded to employees. This guidance is effective for interim and annual periods beginning after December 15, 2016, with earlier adoption permitted. The Partnership adopted this guidance effective as of April 1, 2016, and the adoption had no material impact on the consolidated financial statements. In April 2015, the FASB issued authoritative guidance that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. In August 2015, the FASB issued guidance that further clarifies the measurement of debt issuance costs related to line-of-credit arrangements. This guidance was adopted and applied retrospectively to each prior reporting period presented in this quarterly report and resulted in an increase in the debt issuance costs and a corresponding decrease in long-term debt, net, and eliminating the debt issuance costs, in each case as presented in the Consolidated Balance Sheet. The amount that was reclassified in the prior period was $1.4 million . In April 2015, the FASB issued authoritative guidance that clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. This guidance was adopted effective January 1, 2016. The adoption of this guidance did not have an impact on the consolidated financial position. In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This guidance is effective for annual reporting periods ending after December 15, 2016, and for annual periods and interim periods thereafter, with earlier adoption permitted. The adoption of this guidance did not have an impact on the consolidated financial position, results of operations or cash flows. Standards Issued but not Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) amended its guidance on revenue recognition. The core principle of those accounting standards updates (“ASU”) is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with earlier adoption permitted for interim and annual periods beginning after December 15, 2016. This guidance may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. The Partnership anticipates adopting this guidance in the first quarter of 2018 and is currently evaluating the impact on its consolidated financial statements.The Partnership plans to apply the modified retrospective method. The Partnership is currently evaluating the impact of this pronouncement on its consolidated financial statements. In February 2016, the FASB issued authoritative guidance that requires the balance sheet recognition of lease assets and lease liabilities by lessees for leases previously classified as operating leases under prior GAAP. The lease assets recognized in the balance sheet will represent a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The lease liability recognized in the balance sheet will represent the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. The Partnership will be required to adopt the new standard in annual and interim periods beginning January 1, 2019. Lessees and lessors will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The Partnership is continuing to evaluate the new standard but has not yet determined the appropriate methodology for implementing the new standard or the expected impact adoption will have on its consolidated financial statements. In August 2016, the FASB issued authoritative guidance to reduce the diversity of reporting on statements of cash flows. This amendment is intended to reduce diversity in practice as to how certain cash receipts and cash payments are presented and classified in the statement of cash flows by providing guidance for several specific cash flow issues. This guidance becomes effective for fiscal years beginning after December 15, 2017 and, therefore, the Partnership will adopt this pronouncement January 1, 2019. The Partnership is currently evaluating the impact of this pronouncement on its consolidated financial statements. In January 2017, the FASB issued authoritative guidance clarifying the definition of a business . This clarification is intended to reduce the broad application of accounting guidance that may be overly burdensome and costly. This guidance becomes effective for fiscal years beginning after December 15, 2017, including interim periods. The Partnership expects to adopt this pronouncement January 1, 2019 on a prospective basis. The Partnership is currently evaluating the impact of this pronouncement on its consolidated financial statements. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying audited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) with the requirements of Form 10-K and Article 3 of Regulation S-X. All subsidiaries are wholly owned and are consolidated. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, these statements include all adjustments necessary for their fair presentation. The statement of operations included in the accompanying audited consolidated financial statements also includes expense allocations for certain partnership functions historically performed by PennTex Development, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification of time and/or activities associated with pre-construction and construction activities, employee headcount or capital expenditures. Management believes the assumptions underlying the financial statements, including the assumptions regarding allocating general and administrative expenses from PennTex Development, are reasonable. General and administrative expenses allocated to the Partnership for which the Partnership will reimburse PennTex Development are reflected as a payable due to a related party. These financial statements include the results of operations for PennTex Operating prior to the closing of the Offering on June 9, 2015. As PennTex Operating was under common control with the Partnership prior to the Offering and the Partnership acquired all of the membership interests of PennTex Operating in connection with the closing of the Offering, the contributed assets and liabilities of PennTex Operating were recorded in the consolidated financial statements of the Partnership at historical cost. Prior to the contribution, the Partnership had no operations and nominal assets and liabilities. |
Use of Estimates | Use of Estimates The financial statements have been prepared in conformity with GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date, the reported amounts of expense and disclosure of contingencies. This includes estimates made in the assessment of potential impairment of long-lived assets and estimates used to calculate allocation of expenses from PennTex Development. The valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely on projections of future operating performance. Although management believes these estimates are reasonable, actual results could differ from such estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Receivables | Accounts Receivable and Allowance for Doubtful Receivables Accounts receivable relate to gathering, processing and other services provided to natural gas producer customers are recorded in the consolidated balance sheet at their historical carrying amount. |
Intangible Assets | Intangible Assets Intangible assets consist of real property leases and rights-of-way. Intangible assets are amortized over the shorter of the contractual terms, ranging from 71 years to in-perpetuity, or the estimated useful life of the plants or pipeline systems, which is 30 years upon commencement of operations. |
Property, Plant and Equipment | Management reviews property, plant and equipment for impairment periodically and whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Property, Plant and Equipment Property, plant and equipment are recorded at historical cost of construction or acquisition. Expenditures for maintenance and repairs that do not add capacity or extend the useful life of an asset are expensed as incurred. Expenditures to extend the useful lives of the assets or enhance their productivity or efficiency from their original design are capitalized and depreciated over the expected remaining period of use. The carrying value of the assets is based on estimates, assumptions and judgments relative to useful lives and salvage values. Sales or retirements of assets, along with the related accumulated depreciation, are removed from the accounts and any gain or loss on disposition is included in the statement of operations. Costs related to projects during construction, including, as applicable, interest on funds borrowed to finance the construction of facilities, are capitalized as construction in progress. Depreciation of property, plant and equipment is recorded on a straight-line basis over the estimated useful lives. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received if the Partnership were to sell an asset or to pay to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value estimates are based on either (a) actual market data or (b) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. A three-tier hierarchy has been established that classifies fair value amounts recognized or disclosed in the financial statements. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). The characteristics of fair value amounts classified within each level of the hierarchy are described as follows: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is one in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Substantially all of these inputs are observable in the marketplace throughout the full term of the asset or liability, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Level 3 - Measure based on prices or valuation models that require inputs that are both significant to the fair value measurement and are less observable from objective sources (i.e., supported by little or no market activity). The carrying amount of the Partnership’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximates fair value due to the short-term maturity of these instruments. |
Capitalized Interest | Capitalized Interest Capitalized interest is determined by multiplying the Partnership’s weighted-average borrowing cost on its debt by the average amount of qualifying costs incurred for an asset. Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depreciation or impairment. |
Asset Retirement Obligations | Asset Retirement Obligations Accounting standards related to asset retirement obligations require the Partnership to evaluate whether future asset retirement obligations exist and whether the expected retirement date of the related costs of retirement can be estimated. Management has concluded that the assets, which include pipelines, processing plants and related equipment and facilities, will operate for an indeterminate future period when properly maintained. A liability for these asset retirement obligations will be recorded only if and when a future retirement obligation with a determinable economic life is identified. |
Revenue Recognition | Revenue Recognition The Partnership earns revenue from gathering, processing and transportation services provided to its customers. Revenue is recognized when all of the following criteria are met: (i) persuasive evidence of an exchange arrangement exists, (ii) delivery has occurred or service obligations have been fulfilled, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured. For commercial agreements that provide for specific minimum volume commitments and variable rates, the Partnership recognizes revenue based on a weighted average rate over the term of the agreements. |
Deferred Revenue | Deferred Revenue The Partnership’s gas processing agreement with RRC Operating requires RRC Operating to pay a fee based on the volume of gas actually processed, subject to cumulative minimum volume commitments determined with respect to each quarterly period. To the extent that, at the end of any quarterly period, RRC Operating has not delivered the applicable cumulative minimum volume commitment, RRC Operating is required to pay a deficiency fee on the undelivered volumes. The deficiency fee is characterized as unearned revenue, and is reported as deferred revenue in the Consolidated Balance Sheets. Deferred revenue is recognized as revenue once all contingencies or potential performance obligations associated with the related volumes have either been satisfied or expired. See Note 9 - Commitments and Contingencies for further discussion of the gas processing agreement. |
Materials and Supplies | Materials and Supplies All materials and supplies are valued at weighted average cost. |
Equity-Based Compensation | Equity-Based Compensation The financial statements reflect various equity-based compensation awards granted by PennTex Development, as well as compensation expense associated with the Partnership’s plans. These awards include profits interests awards, restricted stock, stock options, restricted units and phantom units. For purposes of these consolidated financial statements, the Partnership recognized as expense in each period the required allocation from PennTex Development. The Partnership recognizes compensation expense related to equity-based awards granted based on the estimated fair value of the awards on the date of grant (see Note 6 —Equity-based Awards). The fair value of the equity-based awards on the grant date is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. |
New Accounting Standards | New Accounting Standards Adopted Standards In March 2016, the FASB issued authoritative guidance to simplify the accounting for equity-based payments awarded to employees. This guidance is effective for interim and annual periods beginning after December 15, 2016, with earlier adoption permitted. The Partnership adopted this guidance effective as of April 1, 2016, and the adoption had no material impact on the consolidated financial statements. In April 2015, the FASB issued authoritative guidance that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. In August 2015, the FASB issued guidance that further clarifies the measurement of debt issuance costs related to line-of-credit arrangements. This guidance was adopted and applied retrospectively to each prior reporting period presented in this quarterly report and resulted in an increase in the debt issuance costs and a corresponding decrease in long-term debt, net, and eliminating the debt issuance costs, in each case as presented in the Consolidated Balance Sheet. The amount that was reclassified in the prior period was $1.4 million . In April 2015, the FASB issued authoritative guidance that clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. This guidance was adopted effective January 1, 2016. The adoption of this guidance did not have an impact on the consolidated financial position. In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This guidance is effective for annual reporting periods ending after December 15, 2016, and for annual periods and interim periods thereafter, with earlier adoption permitted. The adoption of this guidance did not have an impact on the consolidated financial position, results of operations or cash flows. Standards Issued but not Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) amended its guidance on revenue recognition. The core principle of those accounting standards updates (“ASU”) is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with earlier adoption permitted for interim and annual periods beginning after December 15, 2016. This guidance may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. The Partnership anticipates adopting this guidance in the first quarter of 2018 and is currently evaluating the impact on its consolidated financial statements.The Partnership plans to apply the modified retrospective method. The Partnership is currently evaluating the impact of this pronouncement on its consolidated financial statements. In February 2016, the FASB issued authoritative guidance that requires the balance sheet recognition of lease assets and lease liabilities by lessees for leases previously classified as operating leases under prior GAAP. The lease assets recognized in the balance sheet will represent a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The lease liability recognized in the balance sheet will represent the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. The Partnership will be required to adopt the new standard in annual and interim periods beginning January 1, 2019. Lessees and lessors will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The Partnership is continuing to evaluate the new standard but has not yet determined the appropriate methodology for implementing the new standard or the expected impact adoption will have on its consolidated financial statements. In August 2016, the FASB issued authoritative guidance to reduce the diversity of reporting on statements of cash flows. This amendment is intended to reduce diversity in practice as to how certain cash receipts and cash payments are presented and classified in the statement of cash flows by providing guidance for several specific cash flow issues. This guidance becomes effective for fiscal years beginning after December 15, 2017 and, therefore, the Partnership will adopt this pronouncement January 1, 2019. The Partnership is currently evaluating the impact of this pronouncement on its consolidated financial statements. In January 2017, the FASB issued authoritative guidance clarifying the definition of a business . This clarification is intended to reduce the broad application of accounting guidance that may be overly burdensome and costly. This guidance becomes effective for fiscal years beginning after December 15, 2017, including interim periods. The Partnership expects to adopt this pronouncement January 1, 2019 on a prospective basis. The Partnership is currently evaluating the impact of this pronouncement on its consolidated financial statements. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Property, Plant, and Equipment Useful Lives | The useful lives for the various classes of depreciable assets are as follows: Range of Useful Lives (in years) Gathering, processing and transportation 30 Vehicles 5 Hardware and software 5 to 7 General and other 3 to 7 Land N/A Property, plant and equipment consists of the following (in thousands): Useful Lives December 31, 2016 December 31, 2015 Gathering, processing and transportation 30 $ 376,732 $ 366,910 Vehicles 5 645 572 Hardware and software 5 to 7 180 148 Other 3 to 7 2,270 1,963 Land N/A 1,666 1,666 Total 381,493 371,259 Less accumulated depreciation (18,587 ) (5,742 ) Net of accumulated depreciation 362,906 365,517 Construction in progress — 544 Property, plant and equipment $ 362,906 $ 366,061 |
Identifiable Intangible Assets
Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identifiable intangible assets, which are subject to amortization, consist of the following (in thousands): December 31, 2015 Useful Lives Gross Carrying Accumulated Net Rights-of-way 30 $ 20,373 $ 352 $ 20,021 Total $ 20,373 $ 352 $ 20,021 December 31, 2016 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Rights-of-way 30 $ 21,103 $ 1,039 $ 20,064 Total $ 21,103 $ 1,039 $ 20,064 |
Schedule of Future Amortization Expense | The estimated aggregate amortization of intangible assets for each of the five succeeding fiscal years from December 31, 2016 is set forth below: Amortization Expense (in thousands) Years Ending December 31, 2017 $ 703 2018 $ 703 2019 $ 703 2020 $ 703 2021 $ 703 Thereafter $ 16,549 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The useful lives for the various classes of depreciable assets are as follows: Range of Useful Lives (in years) Gathering, processing and transportation 30 Vehicles 5 Hardware and software 5 to 7 General and other 3 to 7 Land N/A Property, plant and equipment consists of the following (in thousands): Useful Lives December 31, 2016 December 31, 2015 Gathering, processing and transportation 30 $ 376,732 $ 366,910 Vehicles 5 645 572 Hardware and software 5 to 7 180 148 Other 3 to 7 2,270 1,963 Land N/A 1,666 1,666 Total 381,493 371,259 Less accumulated depreciation (18,587 ) (5,742 ) Net of accumulated depreciation 362,906 365,517 Construction in progress — 544 Property, plant and equipment $ 362,906 $ 366,061 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Partnership's Debt Obligations | The Partnership’s debt obligations consisted of the following (in thousands) as of the below dates: December 31, 2016 December 31, 2015 $275 million MLP revolving credit facility $ 168,000 $ 156,000 Unamortized debt discounts (4,027 ) (5,301 ) Total long-term debt $ 163,973 $ 150,699 |
Line of Credit Borrowing Capacity | The following table sets forth the outstanding borrowings, letters of credit issued and available borrowing capacity under the MLP revolving credit facility as of December 31, 2016 (in thousands): Total size of the MLP revolving credit facility $ 275,000 Less: Outstanding borrowings 168,000 Less: Letters of credit issued 1,000 Available borrowing capacity $ 106,000 |
Equity-Based Awards (Tables)
Equity-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Changes in EPUs | The following table summarizes the changes in the phantom units outstanding for the year ended December 31, 2016 : Year Ended December 31, 2016 Units Weighted Average Weighted Average Remaining Vesting Period Beginning of period 635,200 $ 19.63 0.4 years Granted 388,381 $ 16.09 1.4 years Vested 1,010,668 $ 18.51 — Forfeited 12,913 $ 18.16 — End of period — $ — — |
Equity and Distributions (Table
Equity and Distributions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Distributions Made to Limited Partner | The following table summarizes the Partnership’s declared quarterly cash distributions with respect to the quarter indicated (dollars in thousands, except per unit amounts): Distributions Distribution Three Months Ended Common Subordinated Incentive Date Paid Total December 31, 2016 (1) February 14, 2017 $6,111 $5,900 $0 $12,011 $0.2950 September 30, 2016 November 14, 2016 $6,111 $5,900 $0 $12,011 $0.2950 June 30, 2016 August 12, 2016 $5,744 $5,692 $0 $11,436 $0.2846 March 31, 2016 May 13, 2016 $5,501 $5,500 $0 $11,001 $0.2750 December 31, 2015 February 12, 2016 $5,500 $5,500 $0 $11,000 $0.2750 September 30, 2015 November 13, 2015 $5,500 $5,500 $0 $11,000 $0.2750 June 30, 2015 August 15, 2015 $1,330 $1,330 $0 $2,660 $0.0665 March 31, 2015 N/A N/A N/A N/A N/A N/A If cash distributions to the unitholders exceed $0.3163 per common unit and subordinated unit in any quarter, the unitholders and the holders of the IDRs will receive distributions according to the following percentage allocations: Total Quarterly Distribution Marginal Percentage Interest in Distributions Target Amount Unitholders IDRs above $0.3163 up to $0.3438 85 % 15 % above $0.3438 up to $0.4125 75 % 25 % above $0.4125 50 % 50 % |
Schedule of Distributions Made to General Partner | Cash Distributions to Unitholders The following table summarizes the Partnership’s declared quarterly cash distributions with respect to the quarter indicated (dollars in thousands, except per unit amounts): Distributions Distribution Three Months Ended Common Subordinated Incentive Date Paid Total December 31, 2016 (1) February 14, 2017 $6,111 $5,900 $0 $12,011 $0.2950 September 30, 2016 November 14, 2016 $6,111 $5,900 $0 $12,011 $0.2950 June 30, 2016 August 12, 2016 $5,744 $5,692 $0 $11,436 $0.2846 March 31, 2016 May 13, 2016 $5,501 $5,500 $0 $11,001 $0.2750 December 31, 2015 February 12, 2016 $5,500 $5,500 $0 $11,000 $0.2750 September 30, 2015 November 13, 2015 $5,500 $5,500 $0 $11,000 $0.2750 June 30, 2015 August 15, 2015 $1,330 $1,330 $0 $2,660 $0.0665 March 31, 2015 N/A N/A N/A N/A N/A N/A If cash distributions to the unitholders exceed $0.3163 per common unit and subordinated unit in any quarter, the unitholders and the holders of the IDRs will receive distributions according to the following percentage allocations: Total Quarterly Distribution Marginal Percentage Interest in Distributions Target Amount Unitholders IDRs above $0.3163 up to $0.3438 85 % 15 % above $0.3438 up to $0.4125 75 % 25 % above $0.4125 50 % 50 % |
Earnings per Unit (Tables)
Earnings per Unit (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Unit | The following table illustrates the Partnership’s calculation of net income per unit for the year ended December 31, 2016 and 2015 : Year Ended December 31, 2016 Year Ended (1) (in thousands) Partnership’s interest in net income $ (206 ) $ 61 Less: Net income (loss) attributable to general partner (9,478 ) (9,989 ) Net income attributable to the limited partners' 9,272 10,050 Less: Distribution declared on IDRs (2) — — Payments for distribution equivalents (2)(3) 841 390 Limited partners’ distribution declared on common units (2) 23,466 12,330 Limited partners’ distribution declared on subordinated units (2) 22,992 12,330 Distribution less than (in excess of) net income (loss) attributable to the Partnership (38,027 ) (15,000 ) Distribution less than (in excess of) net income (loss) attributable to equity-based awards (678 ) (234 ) Distribution less than (in excess of) net income (loss) attributable to limited partners $ (37,349 ) $ (14,766 ) (1) For the period from June 9, 2015 to December 31, 2015. (2) Distribution declared attributable to the periods indicated. (3) Represents DERs declared in respect of phantom units. General Limited Limited Total (in thousands, except unit and per unit amounts) Year Ended December 31, 2016 Net income (loss) attributable to the limited partner unitholders: Distribution declared (1) $ — $ 23,466 $ 22,992 $ 46,458 Distribution less than (in excess of) net income (loss) attributable to the Partnership — (18,890 ) (18,459 ) (37,349 ) Net income (loss) attributable to the limited partner unitholders $ — $ 4,576 $ 4,533 $ 9,109 Weighted average common units outstanding: Basic — 20,189,810 20,000,000 40,189,810 Diluted — 20,189,810 20,000,000 40,189,810 Net income per common unit: Basic $ 0.23 $ 0.23 Diluted $ 0.23 $ 0.23 General Limited Limited Total (in thousands, except unit and per unit amounts) Year Ended December 31, 2015 Net income (loss) attributable to the limited partner unitholders: Distribution declared (1) $ — $ 12,330 $ 12,330 $ 24,660 Distribution less than (in excess of) net income (loss) attributable to the Partnership subsequent to the Offering — (7,383 ) (7,383 ) (14,766 ) Net income attributable to the limited partner unitholders (2) $ — $ 4,947 $ 4,947 $ 9,894 Weighted average common units outstanding: Basic — 20,000,000 20,000,000 40,000,000 Diluted — 20,000,000 20,000,000 40,000,000 Net income per common unit: Basic $ 0.25 $ 0.25 Diluted $ 0.25 $ 0.25 (1) Distribution declared attributable to the periods indicated. (2) For the period from June 9, 2015 to December 31, 2015. |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Partnership’s allocated general and administrative expenses and operating and maintenance expenses consist of the following (in thousands): Year Ended December 31, Period from 2016 2015 Allocated general and administrative expenses: Cash $ 3,500 $ 4,342 $ 3,692 Non-cash 7,870 3,305 — Operating and maintenance expenses: Direct costs 5,053 3,124 — Non-cash allocated costs 1,608 — — Total $ 18,031 $ 10,771 $ 3,692 |
Selected Quarterly Financial 31
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following tables summarize the unaudited quarterly statements for the Partnership: Three Months Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Total revenues $ 17,649 $ 19,153 $ 22,184 $ 18,367 Operating income (loss) $ 5,330 $ 5,788 $ 7,406 $ (12,109 ) (1) Net income (loss) $ 3,517 $ 4,168 $ 5,828 $ (13,721 ) (1) Net (loss) income allocable to limited partners $ 3,517 $ 4,168 $ 5,828 $ (13,721 ) (1) Basic net (loss) income per unit $ 0.12 $ 0.13 $ 0.16 $ (0.18 ) Diluted net (loss) income per unit $ 0.12 $ 0.13 $ 0.16 $ (0.18 ) (1) Includes the following non-recurring items that occurred during the three months ended December 31, 2016 : a) severance expense of $3.7 million , b) accelerated vesting of outstanding LTIP awards of $11.6 million , and c) non-cash equity compensation expense allocated from PennTex Development of $2.6 million . Three Months Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Total revenues $ 229 $ 2,696 $ 11,225 $ 19,069 Operating income (loss) $ (3,063 ) $ (4,082 ) $ 2,481 $ 7,130 Net income (loss) $ (3,063 ) $ (4,170 ) $ 2,020 $ 5,275 Net (loss) income allocable to limited partners $ — $ (550 ) $ 2,020 $ 5,275 Basic net (loss) income per unit $ — $ (0.01 ) $ 0.09 $ 0.17 Diluted net (loss) income per unit $ — $ (0.01 ) $ 0.09 $ 0.17 Three Months Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 Total revenues $ — $ — $ — $ 22 Operating income (loss) $ (125 ) $ (1,259 ) $ (1,366 ) $ (1,977 ) Net income (loss) $ (125 ) $ (1,259 ) $ (1,366 ) $ (1,977 ) Net (loss) income allocable to limited partners $ — $ — $ — $ — Basic net (loss) income per unit $ — $ — $ — $ — Diluted net (loss) income per unit $ — $ — $ — $ — |
Organization and Business Ope32
Organization and Business Operations (Details) | Nov. 01, 2016shares | Dec. 31, 2016MMcf / dsegment |
Subsidiary, Sale of Stock [Line Items] | ||
Number of reportable segments | segment | 1 | |
Lincoln Parish Plant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Daily production (in MMcf/d) | MMcf / d | 200 | |
Mt. Olive Plant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Daily production (in MMcf/d) | MMcf / d | 200 | |
Limited Partner [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Percentage of voting interests acquired (as a percentage) | 65.00% | |
PennTex Development [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Incentive distribution, distribution rights (as a percentage) | 100.00% | |
Common Stock Units [Member] | Limited Partner [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Equity interest issued or issuable, number of shares (in shares) | shares | 6,301,596 | |
Subordinated Units [Member] | Limited Partner [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Equity interest issued or issuable, number of shares (in shares) | shares | 20,000,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Accounts Receivable) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable | ||
Accounts receivable - related party | $ 0 | $ 5,950,000 |
RRC Operating [Member] | RRC Operating [Member] | ||
Accounts Receivable | ||
Accounts receivable - related party | $ 0 | $ 5,900,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Intangible Assets) (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Rights of Way [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 30 years | 30 years |
Rights of Way [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 71 years | |
Gathering System [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 30 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Impairment of surplus assets | $ 0 | $ 2,483 | $ 0 |
Gathering, processing and transportation [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Range of Useful Lives (in years) | 30 years | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Range of Useful Lives (in years) | 5 years | ||
Hardware and Software [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Range of Useful Lives (in years) | 5 years | ||
Hardware and Software [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Range of Useful Lives (in years) | 7 years | ||
General and Other [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Range of Useful Lives (in years) | 3 years | ||
General and Other [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Range of Useful Lives (in years) | 7 years | ||
Surplus Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of surplus assets | $ 2,500 |
Identifiable Intangible Asset36
Identifiable Intangible Assets (Finite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 21,103 | $ 20,373 |
Accumulated Amortization | 1,039 | 352 |
Net | $ 20,064 | $ 20,021 |
Rights of Way [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (In Years) | 30 years | 30 years |
Gross Carrying Amount | $ 21,103 | $ 20,373 |
Accumulated Amortization | 1,039 | 352 |
Net | $ 20,064 | $ 20,021 |
Identifiable Intangible Asset37
Identifiable Intangible Assets (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0.7 | $ 0.3 |
Weighted average useful life | 28 years 6 months |
Identifiable Intangible Asset38
Identifiable Intangible Assets (Amortization Expense) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 703 |
2,018 | 703 |
2,019 | 703 |
2,020 | 703 |
2,021 | 703 |
Thereafter | $ 16,549 |
Property, Plant and Equipment39
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Less accumulated depreciation | $ (18,587) | $ (5,742) | |
Property, plant and equipment, net | 362,906 | 366,061 | |
Depreciation expense | $ (100) | $ (12,800) | (5,600) |
Gathering, processing and transportation [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives (In Years) | 30 years | ||
Property, plant and equipment | $ 376,732 | 366,910 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives (In Years) | 5 years | ||
Property, plant and equipment | $ 645 | 572 | |
Hardware and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 180 | 148 | |
Hardware and Software [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives (In Years) | 5 years | ||
Hardware and Software [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives (In Years) | 7 years | ||
Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 2,270 | 1,963 | |
Other [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives (In Years) | 3 years | ||
Other [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives (In Years) | 7 years | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 1,666 | 1,666 | |
Depreciable Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 381,493 | 371,259 | |
Property, plant and equipment, net | 362,906 | 365,517 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 0 | $ 544 |
Long-term Debt (Schedule of Par
Long-term Debt (Schedule of Partnership's Debt Obligations) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Unamortized debt discounts | $ (4,027) | $ (5,301) |
Total long-term debt | 163,973 | 150,699 |
Revolving Credit Facility [Member] | Line of Credit [Member] | $275 Million MLP Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 168,000 | $ 156,000 |
Long-term Debt ($275 Million ML
Long-term Debt ($275 Million MLP Revolving Credit Facility) (Details) | Dec. 19, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||
Unamortized debt discount | $ 4,027,000 | $ 5,301,000 | |
Revolving Credit Facility [Member] | Royal Bank of Canada [Member] | $275 Million MLP Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 275,000,000 | ||
Available borrowing capacity | $ 106,000,000 | ||
Revolving Credit Facility [Member] | Line of Credit [Member] | Royal Bank of Canada [Member] | $275 Million MLP Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 275,000,000 | ||
Additional borrowing capacity | $ 400,000,000 | ||
Interest coverage ratio | 2.50 | ||
Total leverage ratio, thereafter | 4.75 | ||
Commitment fee percentage | 0.375% | ||
Weighted average interest rate | 2.90% | ||
Capitalized debt fees | $ 2,300,000 | ||
Unamortized deferred debt issuance costs | $ 1,400,000 | ||
Debt origination fee | 4,600,000 | ||
Unamortized debt discount | $ 4,000,000 | ||
Revolving Credit Facility [Member] | Line of Credit [Member] | Royal Bank of Canada [Member] | $275 Million MLP Revolving Credit Facility [Member] | Federal Funds Effective Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
Revolving Credit Facility [Member] | Line of Credit [Member] | Royal Bank of Canada [Member] | $275 Million MLP Revolving Credit Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Revolving Credit Facility [Member] | Line of Credit [Member] | Royal Bank of Canada [Member] | Revolving Credit Facility Due June 2020, Eurodollar Loan [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Revolving Credit Facility [Member] | Line of Credit [Member] | Royal Bank of Canada [Member] | Revolving Credit Facility Due June 2020, Eurodollar Loan [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.25% | ||
Revolving Credit Facility [Member] | Line of Credit [Member] | Royal Bank of Canada [Member] | Revolving Credit Facility Due June 2020, Alternate Base Rate Loan [Member] | Minimum [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Revolving Credit Facility [Member] | Line of Credit [Member] | Royal Bank of Canada [Member] | Revolving Credit Facility Due June 2020, Alternate Base Rate Loan [Member] | Maximum [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% |
Long-term Debt (Credit Facility
Long-term Debt (Credit Facility Schedule) (Details) - Royal Bank of Canada [Member] - $275 Million MLP Revolving Credit Facility [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Total size of the MLP revolving credit facility | $ 275,000 |
Less: Outstanding borrowings | 168,000 |
Available borrowing capacity | 106,000 |
Letter of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Less: Letters of credit issued | $ 1,000 |
Long-term Debt (Interest) (Deta
Long-term Debt (Interest) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 0.5 | $ 6.6 | $ 4.9 | |
Interest costs capitalized | 0 | 2.5 | $ 0.5 | |
Other Current Liabilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 0.6 | $ 0.7 | $ 0.1 |
Equity-Based Awards (Narrative)
Equity-Based Awards (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2016USD ($)directorshares | Jun. 30, 2015shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)directorshares | Dec. 31, 2014USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Amortization of shares granted | $ 16,106,000 | $ 2,372,000 | $ 0 | ||
Amount of withholding taxes for employees | $ 4,816,000 | ||||
Phantom Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units granted (in shares) | shares | 388,381 | ||||
Vested (in shares) | shares | 1,010,668 | ||||
General Partner [Member] | Phantom Units [Member] | Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units granted (in shares) | shares | 361,159 | 620,200 | |||
Vesting period | 3 years | 3 years | |||
Value of grant | $ 5,800,000 | 12,200,000 | |||
Amortization of shares granted | $ 15,500,000 | $ 2,300,000 | |||
Vested (in shares) | shares | 968,446 | ||||
Phantom units withheld (in shares) | shares | 296,412 | ||||
Amount of withholding taxes for employees | $ 4,800,000 | ||||
General Partner [Member] | Phantom Units [Member] | Non-employee Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units granted (in shares) | shares | 27,222 | 15,000 | |||
Vesting period | 1 year | 1 year | |||
Value of grant | $ 400,000 | $ 300,000 | |||
Amortization of shares granted | 600,000 | $ 100,000 | |||
Number of directors | director | 3 | 3 | |||
Number of grants | director | 3 | ||||
LTIP [Member] | General Partner [Member] | Phantom Units [Member] | Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized expense | 0 | ||||
LTIP [Member] | General Partner [Member] | Phantom Units [Member] | Non-employee Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized expense | $ 0 | ||||
LTIP [Member] | Common Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
LTIP, maximum number of units that may be delivered (in shares) | shares | 3,200,000 |
Equity-Based Awards (Phantom Un
Equity-Based Awards (Phantom Units Outstanding) (Details) - Phantom Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Units | ||
Beginning of period (in shares) | 635,200 | |
Granted (in shares) | 388,381 | |
Vested (in shares) | 1,010,668 | |
Forfeited (in shares) | 12,913 | |
End of period (in shares) | 0 | 635,200 |
Weighted Average Grant Date Fair Value | ||
Beginning of period (in dollars per share) | $ 19.63 | |
Granted (in dollars per share) | 16.09 | |
Vested (in dollars per share) | 18.51 | |
Forfeited (in dollars per share) | 18.16 | |
End of period (in dollars per share) | $ 0 | $ 19.63 |
Weighted Average Remaining Vesting Period | ||
Granted (in years) | 1 year 4 months 24 days | 4 months 24 days |
Equity and Distributions (Narra
Equity and Distributions (Narrative) (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)quarterperiod$ / sharesshares | Dec. 31, 2015shares | |
Distribution Made to Limited Partner [Line Items] | ||
Minimum distribution, per unit, per quarter (in dollars per share) | $ 0.2750 | |
Minimum distribution, per unit, per year (in dollars per share) | $ 1.10 | |
Minimum cash distribution, per quarter | $ | $ 11.2 | |
Minimum cash distribution, per year | $ | $ 44.8 | |
Number of consecutive periods | period | 3 | |
Number of quarters in period | quarter | 4 | |
Common Stock Units [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Minimum distribution, per unit, per quarter (in dollars per share) | $ 0.2750 | |
Units outstanding (in shares) | shares | 20,714,256 | 20,000,000 |
Subordinated Units [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Minimum distribution, per unit, per quarter (in dollars per share) | $ 0.2750 | |
Units outstanding (in shares) | shares | 20,000,000 | 20,000,000 |
Number of quarters in period | quarter | 4 | |
Distribution annual threshold for termination of units (in dollars per share) | $ 1.65 | |
Distribution annual threshold for termination of units (as a percentage) | 150.00% | |
Common Units and Subordinated Units [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Target amount (in dollars per share) | $ 0.3163 |
Equity and Distributions (Total
Equity and Distributions (Total Quarterly Distribution) (Details) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
above $0.3163 up to $0.3438 [Member] | |
Schedule of Target Distributions [Line Items] | |
Unitholders (as a percentage) | 85.00% |
IDRs (as a percentage) | 15.00% |
above $0.3163 up to $0.3438 [Member] | Minimum [Member] | |
Schedule of Target Distributions [Line Items] | |
Target Amount (in dollars per share) | $ 0.3163 |
above $0.3163 up to $0.3438 [Member] | Maximum [Member] | |
Schedule of Target Distributions [Line Items] | |
Target Amount (in dollars per share) | $ 0.3438 |
above $0.3438 up to $0.4125 [Member] | |
Schedule of Target Distributions [Line Items] | |
Unitholders (as a percentage) | 75.00% |
IDRs (as a percentage) | 25.00% |
above $0.3438 up to $0.4125 [Member] | Minimum [Member] | |
Schedule of Target Distributions [Line Items] | |
Target Amount (in dollars per share) | $ 0.3438 |
above $0.3438 up to $0.4125 [Member] | Maximum [Member] | |
Schedule of Target Distributions [Line Items] | |
Target Amount (in dollars per share) | $ 0.4125 |
above $0.4125 [Member] | |
Schedule of Target Distributions [Line Items] | |
Unitholders (as a percentage) | 50.00% |
IDRs (as a percentage) | 50.00% |
above $0.4125 [Member] | Maximum [Member] | |
Schedule of Target Distributions [Line Items] | |
Target Amount (in dollars per share) | $ 0.4125 |
Equity and Distributions (Cash
Equity and Distributions (Cash Distributions to Unitholders) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 25, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Distribution Made to Limited Partner [Line Items] | ||||||||||
Incentive Distribution Rights | $ 0 | $ 0 | ||||||||
Total | $ 46,458 | $ 24,660 | ||||||||
Distribution per Limited Partner Unit (in dollars per share) | $ 0.2950 | $ 0.2846 | $ 0.2750 | $ 0.2750 | $ 0.2750 | $ 0.0665 | ||||
Cash Distributions [Member] | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Incentive Distribution Rights | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Total | 12,011 | 12,011 | 11,436 | 11,001 | 11,000 | 11,000 | 2,660 | |||
Cash Distributions [Member] | Common Stock Units [Member] | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Limited Partner Units | 6,111 | 6,111 | 5,744 | 5,501 | 5,500 | 5,500 | 1,330 | |||
Cash Distributions [Member] | Subordinated Units [Member] | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Limited Partner Units | $ 5,900 | $ 5,900 | $ 5,692 | $ 5,500 | $ 5,500 | $ 5,500 | $ 1,330 | |||
Subsequent Event [Member] | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Distribution per Limited Partner Unit (in dollars per share) | $ 0.2950 |
Earnings per Unit (Details)
Earnings per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 08, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||
Net income (loss) | $ (13,721) | $ 5,828 | $ 4,168 | $ 3,517 | $ 5,275 | $ 2,020 | $ (4,170) | $ (3,063) | $ (1,977) | $ (1,366) | $ (1,259) | $ (125) | $ (6,684) | $ 6,745 | $ (4,727) | $ (206) | $ 61 | $ (4,727) |
Net income attributable to the limited partners' | $ (13,721) | $ 5,828 | $ 4,168 | $ 3,517 | $ 5,275 | $ 2,020 | $ (550) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 9,272 | 10,050 | ||||
Distribution declared on IDRs | 0 | 0 | ||||||||||||||||
Distributions declared | 46,458 | 24,660 | ||||||||||||||||
Distribution less than (in excess of) net income (loss) | (37,349) | |||||||||||||||||
Net income (loss) attributable to the limited partner unitholders | 9,109 | 9,894 | ||||||||||||||||
Distribution less than (in excess of) net income (loss) attributable to the Partnership | (38,027) | (15,000) | ||||||||||||||||
Distribution less than (in excess of) net income (loss) attributable to equity-based awards | $ (678) | $ (234) | ||||||||||||||||
Weighted average common units outstanding: | ||||||||||||||||||
Basic (in shares) | 40,189,810 | 40,000,000 | ||||||||||||||||
Diluted (in shares) | 40,189,810 | 40,000,000 | ||||||||||||||||
Net income per common unit: | ||||||||||||||||||
Basic (in dollars per share) | $ (0.18) | $ 0.16 | $ 0.13 | $ 0.12 | $ 0.17 | $ 0.09 | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Diluted (in dollars per share) | $ (0.18) | $ 0.16 | $ 0.13 | $ 0.12 | $ 0.17 | $ 0.09 | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Common Stock Units [Member] | ||||||||||||||||||
Weighted average common units outstanding: | ||||||||||||||||||
Basic (in shares) | 20,189,810 | 20,000,000 | 0 | |||||||||||||||
Diluted (in shares) | 20,189,810 | 20,000,000 | 0 | |||||||||||||||
Net income per common unit: | ||||||||||||||||||
Basic (in dollars per share) | $ 0.23 | $ 0.25 | $ 0 | |||||||||||||||
Diluted (in dollars per share) | $ 0.23 | $ 0.25 | $ 0 | |||||||||||||||
Subordinated Units [Member] | ||||||||||||||||||
Weighted average common units outstanding: | ||||||||||||||||||
Basic (in shares) | 20,000,000 | 20,000,000 | ||||||||||||||||
Diluted (in shares) | 20,000,000 | 20,000,000 | ||||||||||||||||
Net income per common unit: | ||||||||||||||||||
Basic (in dollars per share) | $ 0.23 | $ 0.25 | ||||||||||||||||
Diluted (in dollars per share) | $ 0.23 | $ 0.25 | ||||||||||||||||
General Partner Units [Member] | ||||||||||||||||||
Weighted average common units outstanding: | ||||||||||||||||||
Basic (in shares) | 0 | 0 | ||||||||||||||||
Diluted (in shares) | 0 | 0 | ||||||||||||||||
Phantom Units [Member] | ||||||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||
Distributions declared | $ 841 | $ 390 | ||||||||||||||||
General Partner [Member] | ||||||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||
Net income (loss) | (3,305) | (9,478) | (9,989) | |||||||||||||||
General Partner [Member] | General Partner Units [Member] | ||||||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||
Distributions declared | 0 | 0 | ||||||||||||||||
Distribution less than (in excess of) net income (loss) | 0 | 0 | ||||||||||||||||
Net income (loss) attributable to the limited partner unitholders | 0 | 0 | ||||||||||||||||
Limited Partner [Member] | ||||||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||
Distribution less than (in excess of) net income (loss) | (37,349) | (14,766) | ||||||||||||||||
Limited Partner [Member] | Common Stock Units [Member] | ||||||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||
Net income (loss) | 5,025 | 4,577 | ||||||||||||||||
Distributions declared | 23,466 | 12,330 | ||||||||||||||||
Distribution less than (in excess of) net income (loss) | (18,890) | (7,383) | ||||||||||||||||
Net income (loss) attributable to the limited partner unitholders | 4,576 | 4,947 | ||||||||||||||||
Limited Partner Units | 23,466 | 12,330 | ||||||||||||||||
Limited Partner [Member] | Subordinated Units [Member] | ||||||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||
Net income (loss) | $ 5,025 | 4,695 | ||||||||||||||||
Distributions declared | 22,992 | 12,330 | ||||||||||||||||
Distribution less than (in excess of) net income (loss) | (18,459) | (7,383) | ||||||||||||||||
Net income (loss) attributable to the limited partner unitholders | 4,533 | 4,947 | ||||||||||||||||
Limited Partner Units | $ 22,992 | $ 12,330 |
Commitments and Contingencies (
Commitments and Contingencies (Gas Agreement) (Details) $ in Thousands | Feb. 03, 2016MMBTU / d | Oct. 01, 2015MMBTU / d | Dec. 30, 2015MMBTU / d | Sep. 29, 2015MMBTU / d | Dec. 31, 2016USD ($)MMBTU / d | Dec. 31, 2015USD ($) | Aug. 05, 2015USD ($) |
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Deficiency payment | $ | $ 23,313 | $ 0 | |||||
PennTex Gathering Pipeline for Three Months Ended December 31, 2015 [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Daily production (in MMBtu/d) | 345,000 | ||||||
RRC Operating [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Agreement term | 15 years | ||||||
Daily production (in MMBtu/d) | 345,000 | 161,000 | 115,000 | ||||
Initial period for increase in minimum volume commitments | 5 years | ||||||
Total period for increase in minimum volume commitments | 10 years | ||||||
Notice period for increase in minimum volume commitments | 9 months | ||||||
Increments of increase in minimum volume commitment during 5 year period (in MMBtu/d) | 57,500 | ||||||
Maximum increase in minimum volume commitment during 5 year period (in MMBtu/d) | 230,000 | ||||||
Reduction ratio for cumulative volume commitment | 1 | ||||||
Deficiency payment | $ | $ 500 | ||||||
RRC Operating [Member] | July 1, 2016 through June 30, 2026 [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Daily production (in MMBtu/d) | 460,000 | ||||||
RRC Operating [Member] | July 1, 2026 through June 1, 2030 [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Daily production (in MMBtu/d) | 345,000 | ||||||
RRC Operating [Member] | Remainder of initial term [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Daily production (in MMBtu/d) | 115,000 | ||||||
RRC Operating [Member] | PennTex Gathering Pipeline, June 1, 2015 through November 30, 2019 [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Daily production (in MMBtu/d) | 460,000 | ||||||
RRC Operating [Member] | PennTex Gathering Pipeline, December 1, 2019 Through End of Term [Member] | Minimum [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Daily production (in MMBtu/d) | 115,000 | ||||||
RRC Operating [Member] | PennTex Gathering Pipeline, December 1, 2019 Through End of Term [Member] | Maximum [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Daily production (in MMBtu/d) | 460,000 | ||||||
RRC Operating [Member] | PennTex Residue Gas Pipeline [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Agreement term | 10 years | 15 years | |||||
Daily production (in MMBtu/d) | 100,000 | ||||||
RRC Operating [Member] | PennTex NGL Pipeline [Member] | |||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | |||||||
Agreement term | 15 years |
Commitments and Contingencies51
Commitments and Contingencies (Services and Secondment Agreement) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Commitments [Line Items] | |||||||
Administrative fees, amount expected per month | $ 166,667 | $ 83,333 | |||||
Services and Secondment [Member] | |||||||
Other Commitments [Line Items] | |||||||
Agreement term for services and secondment agreement | 10 years | ||||||
Administrative Services [Member] | |||||||
Other Commitments [Line Items] | |||||||
Administrative fee | $ 2,778 | ||||||
First 6 months of 2016 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Administrative fees, amount expected per month | $ 250,000 | ||||||
Last 6 months of 2016 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Administrative fees, amount expected per month | $ 333,333 | ||||||
Scenario, Forecast [Member] | Fiscal Year 2017 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Administrative fees, amount expected per month | $ 4,100,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||||||||||||
Revenues | $ 18,367,000 | $ 22,184,000 | $ 19,153,000 | $ 17,649,000 | $ 19,069,000 | $ 11,225,000 | $ 2,696,000 | $ 229,000 | $ 22,000 | $ 0 | $ 0 | $ 0 | $ 77,353,000 | $ 33,219,000 | $ 22,000 | |
Accounts receivable - related party | 0 | 5,950,000 | 0 | 5,950,000 | ||||||||||||
Accounts payable—related party | 626,000 | 871,000 | 626,000 | 871,000 | ||||||||||||
PennTex Development [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Outstanding payable | 600,000 | 500,000 | 600,000 | 500,000 | ||||||||||||
RRC Operating [Member] | RRC Operating [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Accounts receivable - related party | $ 0 | 5,900,000 | 0 | 5,900,000 | ||||||||||||
Accounts payable—related party | $ 300,000 | 300,000 | ||||||||||||||
Selling, General and Administrative Expenses [Member] | PennTex Development [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Expenses | 18,031,000 | 10,771,000 | 3,692,000 | |||||||||||||
Selling, General and Administrative Expense, Cash [Member] | PennTex Development [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Expenses | 3,500,000 | 4,342,000 | 3,692,000 | |||||||||||||
Selling, General and Administrative Expense, Noncash [Member] | PennTex Development [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Expenses | 7,870,000 | 3,305,000 | 0 | |||||||||||||
Operating and Maintenance Expenses, Direct Costs [Member] | PennTex Development [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Expenses | 5,053,000 | 3,124,000 | 0 | |||||||||||||
Operating and Maintenance Expenses [Member] | PennTex Development [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Expenses | 1,608,000 | 0 | $ 0 | |||||||||||||
Commercial Contracts [Member] | RRC Operating [Member] | RRC Operating [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Revenues | $ 22,000 | 52,000,000 | $ 32,600,000 | |||||||||||||
Natural Gas Liquids [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Revenues | $ 4,100,000 |
Concentrations of Risk (Details
Concentrations of Risk (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
RRC Operating [Member] | RRC Operating [Member] | Total Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 94.00% | 98.00% |
Employee Costs (Details)
Employee Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Defined contribution benefit plan costs | $ 0 | $ 400,000 | $ 300,000 | |
Restructuring Cost and Reserve [Line Items] | ||||
Allocated severance costs | $ 3,700,000 | 3,700,000 | ||
Allocated equity based compensation | $ 2,600,000 | |||
General and Administrative Expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Allocated severance costs | 2,300,000 | |||
Allocated equity based compensation | 2,300,000 | |||
Operating and Maintenance Expenses [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Allocated severance costs | 1,300,000 | |||
Operating and Maintenance Expenses [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Allocated equity based compensation | $ 300,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Liability reported for unrecognized tax benefits | $ 0 | $ 0 | |
Interest or penalties related to income taxes | $ 0 | $ 0 | $ 0 |
Selected Quarterly Financial 56
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 08, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||
Total revenues | $ 18,367 | $ 22,184 | $ 19,153 | $ 17,649 | $ 19,069 | $ 11,225 | $ 2,696 | $ 229 | $ 22 | $ 0 | $ 0 | $ 0 | $ 77,353 | $ 33,219 | $ 22 | |||
Operating income (loss) | (12,109) | 7,406 | 5,788 | 5,330 | 7,130 | 2,481 | (4,082) | (3,063) | (1,977) | (1,366) | (1,259) | (125) | 6,416 | 2,466 | (4,727) | |||
Net income (loss) | (13,721) | 5,828 | 4,168 | 3,517 | 5,275 | 2,020 | (4,170) | (3,063) | (1,977) | (1,366) | (1,259) | (125) | $ (6,684) | $ 6,745 | $ (4,727) | (206) | 61 | $ (4,727) |
Net (loss) income allocable to limited partners | $ (13,721) | $ 5,828 | $ 4,168 | $ 3,517 | $ 5,275 | $ 2,020 | $ (550) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 9,272 | $ 10,050 | ||||
Basic net (loss) income per unit (in dollars per share) | $ (0.18) | $ 0.16 | $ 0.13 | $ 0.12 | $ 0.17 | $ 0.09 | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Diluted net (loss) income per unit (in dollars per share) | $ (0.18) | $ 0.16 | $ 0.13 | $ 0.12 | $ 0.17 | $ 0.09 | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Allocated severance costs | $ 3,700 | $ 3,700 | ||||||||||||||||
Allocated equity based compensation | 2,600 | |||||||||||||||||
LTIP [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Non cash equity based compensation | $ 11,600 |
New Accounting Standards - Narr
New Accounting Standards - Narrative (Details) - Accounting Standards Update 2015-03 [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Deferred Finance Costs, Noncurrent, Net [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Debt issuance cost reclassified | $ (1.4) |
Long-term Debt [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Debt issuance cost reclassified | $ 1.4 |
Uncategorized Items - ptxp-2016
Label | Element | Value |
Noncash Contribution By General Partner | ptxp_NoncashContributionByGeneralPartner | $ 3,305,000 |
General Partner [Member] | ||
Noncash Contribution By General Partner | ptxp_NoncashContributionByGeneralPartner | 3,305,000 |
Common Stock Units [Member] | Limited Partner [Member] | ||
Noncash Contribution By General Partner | ptxp_NoncashContributionByGeneralPartner | 0 |
MRD WHR LA Midstream LLC [Member] | Predecessor [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (2,507,000) |
PennTex NLA Holdings, LLC [Member] | Predecessor [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (4,177,000) |