Net Income per Limited Partner Unit and Cash Distributions | 3 Months Ended |
Mar. 31, 2015 |
Earnings Per Share [Abstract] | |
Net Income per Limited Partner Unit and Cash Distributions | Net Income per Limited Partner Unit and Cash Distributions |
The Partnership’s net income is allocated to the limited partners, including subordinated unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to the incentive distribution rights held by Rice Midstream Holdings LLC, a wholly-owned subsidiary of Rice Energy (“Rice Midstream Holdings”). The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution rights is limited to cash available for distribution for the period. The Partnership’s net income allocable to the limited partners is allocated between common and subordinated unitholders by applying the provisions of the Partnership’s partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. |
Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the LTIP, were exercised, settled or converted into common units. When it is determined that potential common units should be included in diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. |
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The following table presents Partnership’s calculation of net income per limited partner unit for common and subordinated limited partner units. Net income attributable to the periods prior to the IPO is not allocated to the limited partners for purposes of calculating net income per limited partner unit. |
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(in thousands, except unit data) | Three Months Ended March 31, 2015 | | |
Limited partner net income | $ | 9,068 | | | |
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Net income allocable to common units | $ | 4,534 | | | |
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Net income allocable to subordinated units | 4,534 | | | |
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Limited partner net income | $ | 9,068 | | | |
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Weighted-average limited partner units outstanding - basic: | | | |
Common units | 28,753,623 | | | |
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Subordinated units | 28,753,623 | | | |
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Total | 57,507,246 | | | |
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Weighted-average limited partner units outstanding - diluted: | | | |
Common units (1) | 28,753,623 | | | |
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Subordinated units | 28,753,623 | | | |
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Total | 57,507,246 | | | |
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Net income per limited partner unit - basic: | | | |
Common units | $ | 0.16 | | | |
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Subordinated units | 0.16 | | | |
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Total | $ | 0.16 | | | |
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Net income per limited partner unit - diluted: | | | |
Common units | $ | 0.16 | | | |
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Subordinated units | 0.16 | | | |
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Total | $ | 0.16 | | | |
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Cash distributions declared per limited partner unit: (2) | | | |
Common units | $ | 0.1875 | | | |
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Subordinated units | 0.1875 | | | |
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Total | $ | 0.1875 | | | |
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(1) Net income per limited partner unit excludes 23,746 common units attributable to phantom units that are considered anti-dilutive for the three months ended March 31, 2015. |
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-2 | See Note 11 for further discussion of cash distributions declared for the period presented. | | | | |
Subordinated Units |
Rice Midstream Holdings owns all of the Partnership’s subordinated units. The principal difference between the Partnership’s common units and subordinated units is that, for any quarter during the “subordination period,” holders of the subordinated units will not be entitled to receive any distribution from operating surplus until the common units have received the minimum quarterly distribution 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, each outstanding subordinated unit will convert into one common unit, which will then participate pro rata with the other common units in distributions. |
Incentive Distribution Rights |
All of the incentive distribution rights are held by Rice Midstream Holdings. Incentive distribution rights represent the right to receive increasing percentages (15%, 25% and 50%) of quarterly distributions from operating surplus after the minimum quarterly distribution and the target distribution levels (described below) have been achieved. |
For any quarter in which the Partnership has distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders within 60 days after the end of each quarter in the following manner: |
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| | | Marginal Percentage Interest in Distributions |
| Total Quarterly Distribution Per Unit | | Unitholders | | Incentive Distribution Rights Holders |
Minimum Quarterly Distribution | $0.19 | | 100% | | —% |
First Target Distribution | above $0.1875 up to $0.2156 | | 100% | | —% |
Second Target Distribution | above $0.2156 up to $0.2344 | | 85% | | 15% |
Third Target Distribution | above $0.2344 up to $0.2813 | | 75% | | 25% |
Thereafter | above $0.2813 | | 50% | | 50% |
On February 20, 2015, a prorated cash distribution of $0.0204 per common unit was paid to limited partners related to the fourth quarter of 2014. This was the first distribution declared by the Partnership and the prorated amount corresponds to the minimum quarterly distribution of $0.1875 per unit, or $0.75 on an annualized basis. The Partnership adjusted its first cash distribution for the 10-day period following the closing of the IPO on December 22, 2014 through December 31, 2014. On April 24, 2015, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the first quarter of 2015 of $0.1875 per common and subordinated unit. The cash distribution will be paid on May 14, 2015 to unitholders of record at the close of business on May 5, 2015. |