Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document and Entity Information [Line Items] | ||
Entity Registrant Name | Rice Midstream Partners LP | |
Trading Symbol | RMP | |
Entity Central Index Key | 1,620,928 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Units Outstanding | ||
Document and Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,753,788 | |
Entity Subordinated Units Outstanding | ||
Document and Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,753,623 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 18,961 | $ 26,832 |
Accounts receivable | 7,229 | 297 |
Accounts receivable - affiliate | 4,592 | 2,049 |
Deposits, prepaid expenses and other | 271 | 233 |
Total current assets | 31,053 | 29,411 |
Property and equipment, net | 408,074 | 280,077 |
Deferred financing costs, net | 2,462 | 2,874 |
Goodwill | 39,142 | 39,142 |
Intangible assets, net | 46,568 | 47,791 |
Total assets | 527,299 | 399,295 |
Current liabilities: | ||
Accounts payable | 25,278 | 109 |
Accrued capital expenditures | 21,974 | 4,103 |
Payable to affiliate | 0 | 156 |
Other accrued liabilities | 1,106 | 1,577 |
Total current liabilities | 48,358 | 5,945 |
Long-term liabilities: | ||
Long-term debt | 72,000 | 0 |
Other long-term liabilities | 62 | 0 |
Total liabilities | 120,420 | 5,945 |
Partners’ capital: | ||
Total partners’ capital | 406,879 | 393,350 |
Total liabilities and partners’ capital | 527,299 | 399,295 |
Common | ||
Partners’ capital: | ||
Common and subordinated units | 450,600 | 442,451 |
Subordinated | ||
Partners’ capital: | ||
Common and subordinated units | $ (43,721) | $ (49,101) |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Common | ||
Common and Subordinated units issued | 28,753,623 | 28,753,623 |
Common and Subordinated units outstanding | 28,753,623 | 28,753,623 |
Subordinated | ||
Common and Subordinated units issued | 28,753,623 | 28,753,623 |
Common and Subordinated units outstanding | 28,753,623 | 28,753,623 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Operating revenues: | |||||
Affiliate | $ 15,578 | $ 68 | $ 44,745 | $ 237 | |
Third-party | 4,564 | 1,552 | 11,294 | 2,842 | |
Total operating revenues | 20,142 | 1,620 | 56,039 | 3,079 | |
Operating expenses: | |||||
Operation and maintenance expense | 1,727 | 1,495 | 3,985 | 2,863 | |
General and administrative expense | [1] | 2,828 | 1,115 | 7,344 | 7,791 |
Incentive unit expense | [2] | 0 | 5,878 | 0 | 10,526 |
Equity compensation expense | [3] | 961 | 260 | 2,960 | 378 |
Depreciation expense | 1,597 | 955 | 4,531 | 1,851 | |
Amortization of intangible assets | 407 | 408 | 1,223 | 748 | |
Other (income) expense | (347) | 0 | 492 | 0 | |
Total operating expenses | 7,173 | 10,111 | 20,535 | 24,157 | |
Operating income (loss) | 12,969 | (8,491) | 35,504 | (21,078) | |
Other income | 2 | 0 | 6 | 0 | |
Interest expense | [4] | (557) | (2,744) | (1,408) | (10,502) |
Amortization of deferred finance costs | (144) | 0 | (432) | 0 | |
Income (loss) before income taxes and discontinued operations | 12,270 | (11,235) | 33,670 | (31,580) | |
Income tax benefit | 0 | 2,119 | 0 | 8,531 | |
Income (loss) from continuing operations | 12,270 | (9,116) | 33,670 | (23,049) | |
Loss from discontinued operations, net of tax | 0 | (1,630) | 0 | (3,036) | |
Net income (loss) | $ 12,270 | (10,746) | $ 33,670 | (26,085) | |
Net income per limited partner unit: | |||||
Net income per limited partner unit - basic: | $ 0.21 | $ 0.59 | |||
Net income per limited partner unit - diluted: | 0.21 | 0.58 | |||
Cash distributions declared per limited partner unit: | |||||
Cash distributions declared per limited partner unit | [5] | $ 0.1935 | $ 0.5715 | ||
Rice Energy | |||||
Cash distributions declared per limited partner unit: | |||||
General and administrative expenses from Rice Energy | $ 2,300 | $ 700 | $ 5,900 | $ 5,500 | |
Common | |||||
Operating expenses: | |||||
Net income (loss) | $ 6,135 | $ 16,835 | |||
Net income per limited partner unit: | |||||
Net income per limited partner unit - basic: | $ 0.21 | $ 0.59 | |||
Net income per limited partner unit - diluted: | 0.21 | 0.58 | |||
Cash distributions declared per limited partner unit: | |||||
Cash distributions declared per limited partner unit | [5] | $ 0.1935 | $ 0.5715 | ||
Subordinated | |||||
Operating expenses: | |||||
Net income (loss) | $ 6,135 | $ 16,835 | |||
Net income per limited partner unit: | |||||
Net income per limited partner unit - basic: | $ 0.21 | $ 0.59 | |||
Net income per limited partner unit - diluted: | [6] | 0.21 | 0.59 | ||
Net income per limited partner unit (basic and diluted) | 0.21 | 0.59 | |||
Cash distributions declared per limited partner unit: | |||||
Cash distributions declared per limited partner unit | [5] | $ 0.1935 | $ 0.5715 | ||
[1] | General and administrative expenses include charges from Rice Energy of $2.3 million and $0.7 million for the three months ended September 30, 2015 and 2014, respectively, and $5.9 million and $5.5 million for the nine months ended September 30, 2015 and 2014, respectively. | ||||
[2] | Incentive unit expense for the three and nine months ended September 30, 2014 was allocated from Rice Energy. | ||||
[3] | Equity compensation expense for the three and nine months ended September 30, 2014 was allocated from Rice Energy. | ||||
[4] | Interest expense for the three and nine months ended September 30, 2014 was allocated from Rice Energy. | ||||
[5] | See Note 11 for further discussion of cash distributions declared for the period presented. | ||||
[6] | Diluted net income per limited partner unit is presented as if all earnings for the period had been distributed, and while it appears that more income is allocated to the subordinated unit holders than the common unitholders based on the dilution of the common units from the LTIP for the nine months ended September 30, 2015, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash flows from operating activities: | |||
Net income (loss) | $ 33,670 | $ (26,085) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Loss from discontinued operations, net of income taxes | 0 | 3,036 | |
Depreciation expense | 4,531 | 1,851 | |
Amortization of intangibles | 1,223 | 748 | |
Amortization of deferred financing costs | 432 | 0 | |
Incentive unit expense | [1] | 0 | 10,526 |
Equity compensation expense | 2,960 | 378 | |
Deferred income tax benefit | 0 | (8,531) | |
Changes in operating assets and liabilities: | |||
(Increase) in accounts receivable and receivable from affiliate | (9,631) | (1,482) | |
(Increase) in prepaid expenses and other assets | (79) | (232) | |
Increase in accounts payable and payable to affiliate | 2,014 | 130 | |
(Decrease) increase in accrued liabilities and other | (480) | 1,045 | |
Net cash provided by (used in) operating activities of continuing operations | 34,640 | (18,616) | |
Net cash used in operating activities of discontinued operations | 0 | (1,781) | |
Net cash provided by (used in) operating activities | 34,640 | (20,397) | |
Cash flows from investing activities: | |||
Capital expenditures | (91,451) | (51,849) | |
Acquisition of Marcellus joint venture | 0 | (60,486) | |
Acquisition of Momentum assets | 0 | (111,448) | |
Net cash used in investing activities of continuing operations | (91,451) | (223,783) | |
Net cash used in investing activities of discontinued operations | 0 | (11,096) | |
Net cash used in investing activities | (91,451) | (234,879) | |
Cash flows from financing activities: | |||
Proceeds from borrowings | 72,000 | 0 | |
Costs related to IPO | (129) | 0 | |
Additions to deferred financing costs | (21) | (862) | |
Contributions from parent | 0 | 244,311 | |
Distribution to Rice Midstream Holdings | (11,456) | 0 | |
Distributions paid to unitholders | (11,454) | 0 | |
Net cash provided by financing activities of continuing operations | 48,940 | 243,449 | |
Net cash provided by financing activities of discontinued operations | 0 | 12,877 | |
Net cash provided by financing activities | 48,940 | 256,326 | |
Net (decrease) increase in cash | (7,871) | 1,050 | |
Cash at the beginning of the year | 26,832 | 148 | |
Cash at the end of the period | $ 18,961 | $ 1,198 | |
[1] | Incentive unit expense for the three and nine months ended September 30, 2014 was allocated from Rice Energy. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | Common | Subordinated | Limited PartnersCommon | Limited PartnersSubordinated | Parent Net Equity |
Balance at Dec. 31, 2013 | $ 65,778 | $ 65,778 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Contributions from parent | 256,133 | 256,133 | ||||
Net income (loss) | (26,085) | (26,085) | ||||
Balance at Sep. 30, 2014 | 295,826 | $ 295,826 | ||||
Balance at Dec. 31, 2014 | 393,350 | $ 442,451 | $ (49,101) | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Equity compensation | 2,898 | 2,898 | 0 | |||
Offering costs related to the IPO | (129) | (129) | 0 | |||
Distributions to unitholders | (22,910) | (11,455) | (11,455) | |||
Net income (loss) | 33,670 | $ 16,835 | $ 16,835 | 16,835 | 16,835 | |
Balance at Sep. 30, 2015 | $ 406,879 | $ 450,600 | $ (43,721) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of September 30, 2015 and December 31, 2014 and its unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014 . For periods prior to December 22, 2014, those condensed consolidated financial statements have been prepared from the separate records maintained by Rice Energy and may not necessarily be indicative of the actual results of operations that might have occurred if the Predecessor had been operated separately during the periods prior to the Partnership’s IPO. Because a direct ownership relationship did not exist among the businesses comprising the Predecessor, the net investment in the Predecessor is shown as parent net equity in the condensed consolidated financial statements. Subsequent to the Partnership’s IPO, the unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries, Rice Midstream OpCo LLC (“Rice Midstream OpCo”) and Rice Poseidon. Transactions between the Partnership and Rice Energy have been identified in the unaudited condensed consolidated financial statements as transactions between related parties. The unaudited condensed consolidated financial statements and notes previously reported in periods prior to the distribution of all water distribution system assets have been recast to reflect the presentation of the water distribution assets as discontinued operations. Please see Note 7 for additional information regarding discontinued operations. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On December 22, 2014 , Rice Midstream OpCo e ntered into a revolving credit agreement (the “revolving credit facility”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders with a maximum credit amount of $450.0 million with an additional $200.0 million of commitments available under an accordion feature subject to lender approval. The credit facility provides for a letter of credit sublimit of $50.0 million . As of September 30, 2015 , Rice Midstream OpCo had $72.0 million of borrowings outstanding and no letters of credit under this facility. The revolving credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes. The Partnership is the guarantor of the obligations under the revolving credit facility and matures on December 22, 2019 . Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. The Partnership has a choice of borrowing in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 175 to 275 basis points, depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 75 to 175 basis points, depending on the leverage ratio then in effect. The carrying amount of the revolving credit facility is comprised of borrowings for which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximates fair value as of September 30, 2015 and represents a Level 2 measurement. The Partnership also pays a commitment fee based on the undrawn commitment amount ranging from 35 to 50 basis points. The revolving credit facility is secured by mortgages and other security interests on substantially all of its properties and guarantees from the Partnership and its restricted subsidiaries. The revolving credit facility limits the Partnership’s ability to, among other things: • incur or guarantee additional debt; • redeem or repurchase units or make distributions under certain circumstances; • make certain investments and acquisitions; • incur certain liens or permit them to exist; • enter into certain types of transactions with affiliates; • merge or consolidate with another company; and • transfer, sell or otherwise dispose of assets. The revolving credit facility also requires the Partnership to maintain the following financial ratios: • an interest coverage ratio, which is the ratio of the Partnership’s consolidated EBITDA (as defined within the revolving credit facility) to its consolidated current interest expense of at least 2.50 to 1.0 at the end of each fiscal quarter; • a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than 4.75 to 1.0, and after electing to issue senior unsecured notes, a consolidated total leverage ratio of not more than 5.25 to 1.0, and, in each case, with certain increases in the permitted total leverage ratio following the completion of a material acquisition; and • if the Partnership elects to issue senior unsecured notes, a consolidated senior secured leverage ratio, which is the ratio of consolidated senior secured debt to consolidated EBITDA, of not more than 3.50 to 1.0. The Partnership was in compliance with such covenants and ratios effective as of September 30, 2015 . Interest paid in cash was approximately $0.6 million and $1.0 million for the three and nine months ended September 30, 2015 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Obligations The Partnership has lease obligations for compression equipment under existing contracts with third parties. Rent expense included in operation and maintenance expense for the three and nine months ended September 30, 2015 was $0.4 million and $1.3 million , respectively, and for the three and nine months ended September 30, 2014 was $0.2 million and $0.4 million , respectively. Future payments for this equipment as of September 30, 2015 totaled $5.7 million (2015- $0.4 million , 2016- $1.6 million , 2017- $0.9 million , 2018- $0.9 million , 2019- $0.9 million and thereafter- $1.0 million ). Environmental Obligations The Partnership is subject to federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. The Partnership believes there are currently no such regulatory or environmental matters that will have a material adverse effect on its results of operations, cash flows or financial position. |
Partners' Capital
Partners' Capital | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Partners' Capital | Partners’ Capital On December 22, 2014 , the Partnership completed an underwritten IPO of 28,750,000 common units representing limited partner interests in the Partnership. Rice Energy retained a 50% equity interest in the Partnership, consisting of 3,623 common units and 28,753,623 subordinated units. Concurrent with the IPO, Rice Energy contributed to the Partnership 100% of Rice Poseidon. A wholly-owned subsidiary of Rice Energy serves as the general partner of the Partnership. The Partnership received cash proceeds, net of issuance costs, of approximately $444.1 million upon the closing of the IPO. Approximately $414.4 million of the proceeds were distributed to Rice Energy, $25.0 million were used by the Partnership to fund 2015 expansion capital expenditures, approximately $2.0 million were used to pay expenses of the IPO and $2.7 million were used by the Partnership to pay origination fees associated with the credit agreement entered into by the Partnership at the closing of the IPO. |
Phantom Unit Awards
Phantom Unit Awards | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Phantom Unit Awards | Phantom Unit Awards In connection with the closing of the IPO, the Partnership’s general partner granted phantom unit awards under the Rice Midstream Partners LP 2014 Long Term Incentive Plan (the “LTIP”) to certain non-employee directors of the Partnership and executive officers and employees of Rice Energy. The Partnership recorded $1.0 million and $3.0 million of equity compensation expense related to these awards in the three and nine months ended September 30, 2015 , respectively. Total unrecognized compensation expense expected to be recognized over the remaining vesting periods as of September 30, 2015 is $3.8 million for these awards. See Note 9 for a discussion of Rice Energy’s allocation of expense related to its stock compensation plans prior to the IPO. |
Net Income per Limited Partner
Net Income per Limited Partner Unit and Cash Distributions | 9 Months Ended |
Sep. 30, 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. 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. (in thousands, except unit data) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Limited partner net income $ 12,270 $ 33,670 Net income allocable to common units $ 6,135 $ 16,835 Net income allocable to subordinated units 6,135 16,835 Limited partner net income $ 12,270 $ 33,670 Weighted-average limited partner units outstanding - basic: Common units 28,753,623 28,753,623 Subordinated units 28,753,623 28,753,623 Total 57,507,246 57,507,246 Weighted-average limited partner units outstanding - diluted: Common units (1) 28,899,075 28,844,202 Subordinated units 28,753,623 28,753,623 Total 57,652,698 57,597,825 Net income per limited partner unit - basic: Common units $ 0.21 $ 0.59 Subordinated units 0.21 0.59 Total $ 0.21 $ 0.59 Net income per limited partner unit - diluted: Common units $ 0.21 $ 0.58 Subordinated units (2) 0.21 0.59 Total $ 0.21 $ 0.58 Cash distributions declared per limited partner unit: (3) Common units $ 0.1935 $ 0.5715 Subordinated units 0.1935 0.5715 Total $ 0.1935 $ 0.5715 (1) Diluted weighted-average limited partner common units includes the effect of 145,452 and 90,579 units for the three and nine months ended September 30, 2015 , respectively, related to phantom units. (2) Diluted net income per limited partner unit is presented as if all earnings for the period had been distributed, and while it appears that more income is allocated to the subordinated unit holders than the common unitholders based on the dilution of the common units from the LTIP for the nine months ended September 30, 2015, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. (3) 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: Marginal Percentage Interest in Distributions Total Quarterly Distribution Per Unit Unitholders Incentive Distribution Rights Holders Minimum Quarterly Distribution $0.1875 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 August 13, 2015 , a cash distribution of $0.1905 per common and subordinated unit was paid to the Partnership’s unitholders related to the second quarter of 2015. On October 23, 2015, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the third quarter of 2015 of $ 0.1935 per common and subordinated unit. The cash distribution will be paid on November 12, 2015 to unitholders of record at the close of business on November 3, 2015. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Concurrent with the closing of the IPO, all of the Predecessor’s fresh water distribution assets and related operations were distributed to Rice Midstream Holdings. Such fresh water distribution assets had not generated any revenue for the Predecessor and no gain or loss was recognized as a result of the distribution. The following table summarizes the components of discontinued operations activity for the three and nine months ended September 30, 2014 . (in thousands) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Operating expenses $ (2,009 ) $ (4,366 ) Loss from discontinued operations before income taxes (2,009 ) (4,366 ) Income tax benefit 379 1,330 Loss from discontinued operations, net of tax $ (1,630 ) $ (3,036 ) Included in the loss from discontinued operations before income taxes is allocated interest expense from Rice Energy of $0.3 million and $1.1 million for the three and nine months ended September 30, 2014 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Partnership is not subject to federal and state income taxes as a result of its limited partner structure. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Partnership flow through to the unitholders. As such, the Partnership does not record a provision for income taxes in the current period. Prior to the IPO, the Partnership’s income was included as part of Rice Energy’s consolidated federal tax return. The Partnership did not report any income tax benefit or expense for periods prior to January 29, 2014, which was the date of Rice Energy’s initial public offering, because Rice Energy’s accounting predecessor was a limited liability company that was not subject to federal income tax. For the period beginning January 29, 2014 and ending December 21, 2014, Rice Energy allocated an income tax benefit to the Predecessor. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the ordinary course of business, the Partnership has transactions with affiliated companies. During the nine months ended September 30, 2015 and 2014 , related parties included Rice Energy and certain of its subsidiaries. Prior to the IPO, the push-down impact of the transactions were recorded in the consolidated statements of operations, and although no cash settlement occurred, all transactions with Rice Energy and its subsidiaries were recorded in parent net equity. Upon completion of the IPO, the Partnership entered into an omnibus agreement (the “Omnibus Agreement”) with its general partner, Rice Energy, Rice Poseidon and Rice Midstream Holdings. Pursuant to the Omnibus Agreement, Rice Energy performs centralized corporate and general and administrative services for the Partnership, such as financial and administrative, information technology, legal, health, safety and environmental, human resources, procurement, engineering, business development, investor relations, insurance and tax. In exchange, the Partnership reimburses Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs as these are not expenses of the Partnership subsequent to the IPO. The expenses for which the Partnership reimburses Rice Energy and its subsidiaries related to corporate and general and administrative services may not necessarily reflect the actual expenses that the Partnership would incur on a stand-alone basis. The Partnership is unable to estimate what the costs would have been with an unrelated third party. Also upon completion of the IPO, the Partnership entered into a 15 year, fixed-fee gas gathering and compression agreement (the “Gas Gathering and Compression Agreement”) with Rice Drilling B and Alpha Shale, pursuant to which the Partnership gathers Rice Energy’s natural gas and provides compression services on the Partnership’s gathering systems located in Washington County and Greene County, Pennsylvania. Pursuant to the Gas Gathering and Compression Agreement, the Partnership will charge Rice Energy a gathering fee of $0.30 per Dth and a compression fee of $0.07 per Dth per stage of compression, each subject to annual adjustment for inflation based on the Consumer Price Index. The Gas Gathering and Compression Agreement covers substantially all of Rice Energy’s acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of September 30, 2015 and any future acreage it acquires within these counties, other than 19,000 gross acres subject to a pre-existing third-party dedication. During the nine months ended September 30, 2014 , Rice Energy granted stock compensation awards to certain non-employee directors and employees. The awards consisted of restricted stock units, which vest upon the passage of time, and performance stock units, which vest based upon attainment of specified performance criteria. Stock compensation expense related to these awards allocated to the Partnership based on its estimate of the expense attributable to its operations, prior to the IPO, was $0.3 million and $0.4 million for the three and nine months ended September 30, 2014 , respectively. For periods subsequent to the IPO, no stock compensation expense has been allocated to the Partnership by Rice Energy. See Note 5 for a discussion of the Partnership’s equity compensation expense subsequent to the IPO. Prior to Rice Energy’s initial public offering on January 29, 2014, the only long-term incentives offered to certain executives and employees were through grants of incentive units, which were profits interests representing an interest in the future profits (once a certain level of proceeds has been generated) of Rice Energy’s predecessor parent entity Rice Energy Appalachia, LLC (“REA”) and granted pursuant to the limited liability company agreement of REA. The compensation expense recognized in these unaudited condensed consolidated financial statements is a non-cash charge, with the settlement obligation resting on NGP Rice Holdings, LLC (“NGP Holdings”) and Rice Energy Holdings LLC (“Rice Holdings”). Payments on the incentive units will be made by Rice Holdings and NGP Holdings and not by Rice Energy, Rice Poseidon or the Partnership, and as such are not dilutive to Rice Energy, Rice Poseidon or the Partnership. Incentive unit expense allocated to the Partnership based on its estimate of the expense attributable to its operations was $5.9 million and $10.5 million for the three and nine months ended September 30, 2014 , respectively. No expense was recognized prior to Rice Energy’s initial public offering as the performance conditions related to the incentive units were deemed not probable of occurring. For periods subsequent to the IPO, no incentive unit expense has been allocated to the Partnership by Rice Energy. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year. ASU 2014-09 will now be effective for annual reporting periods beginning after December 15, 2017 and should be applied retrospectively. Early application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that period. The Partnership has not yet selected a transition method and is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In February 2015, the FASB issued ASU, 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for periods beginning after December 15, 2015 with early adoption permitted. The Partnership is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements. In April 2015, the FASB issued ASU, 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplification of Debt Issuance Costs.” ASU 2015-03 was issued to simplify the presentation of debt issuance costs by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. ASU 2015-03 is effective for periods beginning after December 15, 2015 with early adoption permitted. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 clarifies the guidance in ASU 2015-03 regarding presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. The SEC staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Partnership is currently evaluating the impact of the provisions of ASU 2015-03 and ASU 2015-15. In April 2015, the FASB issued ASU, 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions.” ASU 2015-6 was issued to clarify the process for updating historical earnings per unit disclosures under the two-class method when a drop-down transaction occurs between entities under common control. ASU 2015-06 is effective for periods beginning after December 15, 2015. The guidance should be applied retrospectively and early adoption is permitted. The Partnership is currently evaluating the impact of the guidance on our consolidated financial statements. In September 2015, the FASB issued ASU, 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for periods beginning after December 15, 2015 with early adoption permitted. The Partnership is currently evaluating the impact of the provisions of ASU 2015-16. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 23, 2015, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the third quarter of 2015 of $ 0.1935 per common and subordinated unit. The cash distribution will be paid on November 12, 2015 to unitholders of record at the close of business on November 3, 2015. On November 4, 2015, the Partnership entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Partnership and Rice Energy, pursuant to which the Partnership acquired all of the outstanding limited liability company interests of Rice Water Services (PA) LLC (“PA Water”) and Rice Water Services (OH) LLC (“OH Water”), two wholly-owned indirect subsidiaries of Rice Energy that own and operate Rice Energy’s water services business. The acquired business includes Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities that provide access to 15.9 MMgal/d of fresh water from the Monongahela River, the Ohio River and other regional water sources in Pennsylvania and Ohio (the “Water Assets”). Rice Energy has also granted the Partnership, until December 31, 2025, (i) the exclusive right to develop water treatment facilities in the areas of dedication defined in the Water Services Agreements (defined below) and (ii) an option to purchase any water treatment facilities acquired by Rice Energy in such areas at Rice Energy’s acquisition cost (collectively, the “Option”). In consideration for the acquisition of the Water Assets and the receipt of the Option, the Partnership paid Rice Energy $200.0 million in cash plus an additional amount, if certain of the conveyed systems’ capacities increase by 5.0 MMgal/d on or prior to December 31, 2017, equal to $25.0 million less the capital expenditures expended by the Partnership to achieve such increase, in accordance with the terms of the Purchase Agreement. The Partnership funded the consideration with borrowings under the Partnership’s revolving credit facility. The acquisition is accounted for as a combination of entities under common control at historical cost. This Quarterly Report on Form 10-Q has not been recast for the acquisition of the Water Assets as the transaction closed subsequent to the balance sheet date. In connection with the closing of the acquisition of the Water Assets, on November 4, 2015, Rice Energy entered into Amended and Restated Water Services Agreements (the “Water Services Agreements”) with PA Water and OH Water, respectively, whereby PA Water and OH Water, as applicable, have agreed to provide certain fluid handling services to Rice Energy, including the exclusive right to provide fresh water for well completions operations in the Marcellus and Utica Shales and to collect and recycle or dispose of flowback, produced water and other fluids for Rice within areas of dedication in defined service areas in Pennsylvania and Ohio. The initial term of the Water Services Agreements is until December 22, 2029 and from month to month thereafter. Under the agreements, Rice Energy will pay (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well site, subject to annual CPI adjustments and (ii) a produced water hauling fee of actual out-of-pocket cost incurred by PA Water and OH Water, plus a 2% margin. In addition, on November 4, 2015, the Partnership entered into a Common Unit Purchase Agreement with certain institutional investors to sell 13,409,961 common units in a private placement for gross proceeds of approximately $175.0 million (the “Private Placement”). The Partnership expects to use the proceeds of the Private Placement to repay a portion of the borrowings under the Partnership’s credit facility that were used to fund the consideration for the acquisition of the Water Assets. The Private Placement is expected to close on November 10, 2015, subject to customary closing conditions. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of September 30, 2015 and December 31, 2014 and its unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014 . For periods prior to December 22, 2014, those condensed consolidated financial statements have been prepared from the separate records maintained by Rice Energy and may not necessarily be indicative of the actual results of operations that might have occurred if the Predecessor had been operated separately during the periods prior to the Partnership’s IPO. Because a direct ownership relationship did not exist among the businesses comprising the Predecessor, the net investment in the Predecessor is shown as parent net equity in the condensed consolidated financial statements. Subsequent to the Partnership’s IPO, the unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries, Rice Midstream OpCo LLC (“Rice Midstream OpCo”) and Rice Poseidon. Transactions between the Partnership and Rice Energy have been identified in the unaudited condensed consolidated financial statements as transactions between related parties. The unaudited condensed consolidated financial statements and notes previously reported in periods prior to the distribution of all water distribution system assets have been recast to reflect the presentation of the water distribution assets as discontinued operations. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year. ASU 2014-09 will now be effective for annual reporting periods beginning after December 15, 2017 and should be applied retrospectively. Early application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that period. The Partnership has not yet selected a transition method and is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In February 2015, the FASB issued ASU, 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for periods beginning after December 15, 2015 with early adoption permitted. The Partnership is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements. In April 2015, the FASB issued ASU, 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplification of Debt Issuance Costs.” ASU 2015-03 was issued to simplify the presentation of debt issuance costs by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. ASU 2015-03 is effective for periods beginning after December 15, 2015 with early adoption permitted. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 clarifies the guidance in ASU 2015-03 regarding presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. The SEC staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Partnership is currently evaluating the impact of the provisions of ASU 2015-03 and ASU 2015-15. In April 2015, the FASB issued ASU, 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions.” ASU 2015-6 was issued to clarify the process for updating historical earnings per unit disclosures under the two-class method when a drop-down transaction occurs between entities under common control. ASU 2015-06 is effective for periods beginning after December 15, 2015. The guidance should be applied retrospectively and early adoption is permitted. The Partnership is currently evaluating the impact of the guidance on our consolidated financial statements. In September 2015, the FASB issued ASU, 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for periods beginning after December 15, 2015 with early adoption permitted. The Partnership is currently evaluating the impact of the provisions of ASU 2015-16. |
Net Income per Limited Partne19
Net Income per Limited Partner Unit and Cash Distributions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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. (in thousands, except unit data) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Limited partner net income $ 12,270 $ 33,670 Net income allocable to common units $ 6,135 $ 16,835 Net income allocable to subordinated units 6,135 16,835 Limited partner net income $ 12,270 $ 33,670 Weighted-average limited partner units outstanding - basic: Common units 28,753,623 28,753,623 Subordinated units 28,753,623 28,753,623 Total 57,507,246 57,507,246 Weighted-average limited partner units outstanding - diluted: Common units (1) 28,899,075 28,844,202 Subordinated units 28,753,623 28,753,623 Total 57,652,698 57,597,825 Net income per limited partner unit - basic: Common units $ 0.21 $ 0.59 Subordinated units 0.21 0.59 Total $ 0.21 $ 0.59 Net income per limited partner unit - diluted: Common units $ 0.21 $ 0.58 Subordinated units (2) 0.21 0.59 Total $ 0.21 $ 0.58 Cash distributions declared per limited partner unit: (3) Common units $ 0.1935 $ 0.5715 Subordinated units 0.1935 0.5715 Total $ 0.1935 $ 0.5715 (1) Diluted weighted-average limited partner common units includes the effect of 145,452 and 90,579 units for the three and nine months ended September 30, 2015 , respectively, related to phantom units. (2) Diluted net income per limited partner unit is presented as if all earnings for the period had been distributed, and while it appears that more income is allocated to the subordinated unit holders than the common unitholders based on the dilution of the common units from the LTIP for the nine months ended September 30, 2015, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. (3) See Note 11 for further discussion of cash distributions declared for the period presented. |
Schedule of Incentive Distribution Rights | 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: Marginal Percentage Interest in Distributions Total Quarterly Distribution Per Unit Unitholders Incentive Distribution Rights Holders Minimum Quarterly Distribution $0.1875 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% |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Components of Discontinued Operations Activity | The following table summarizes the components of discontinued operations activity for the three and nine months ended September 30, 2014 . (in thousands) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Operating expenses $ (2,009 ) $ (4,366 ) Loss from discontinued operations before income taxes (2,009 ) (4,366 ) Income tax benefit 379 1,330 Loss from discontinued operations, net of tax $ (1,630 ) $ (3,036 ) |
Basis of Presentation (Details)
Basis of Presentation (Details) - Predecessor - Alpha Shale Joint Venture | Jan. 29, 2014 | Jan. 28, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||
Percentage of voting interests acquired | 50.00% | |
Equity investment ownership percentage | 50.00% |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Dec. 22, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | |||
Interest paid in cash | $ 600,000 | $ 1,000,000 | |
Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee based on undrawn commitment (basis points) | 0.35% | ||
Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee based on undrawn commitment (basis points) | 0.50% | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin (basis points) | 1.75% | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin (basis points) | 2.75% | ||
Revolving Credit Facility | Federal Funds Rate | |||
Debt Instrument [Line Items] | |||
Applicable margin (basis points) | 0.50% | ||
Revolving Credit Facility | One Month Eurodollar | |||
Debt Instrument [Line Items] | |||
Applicable margin (basis points) | 1.00% | ||
Revolving Credit Facility | One Month Eurodollar, Additional Margin | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin (basis points) | 0.75% | ||
Revolving Credit Facility | One Month Eurodollar, Additional Margin | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin (basis points) | 1.75% | ||
Revolving Credit Facility | Wells Fargo Bank, N.A. | |||
Debt Instrument [Line Items] | |||
Maximum credit amount | $ 450,000,000 | ||
Additional commitments available under accordion feature | $ 200,000,000 | ||
Borrowings outstanding | 72,000,000 | 72,000,000 | |
Consolidated current interest expense ratio | 2.50 | ||
Consolidated total leverage ratio | 4.75 | ||
Consolidated total leverage ratio after electing to issue senior unsecured notes | 5.25 | ||
Consolidated senior secured leverage ratio | 3.50 | ||
Revolving Credit Facility | Wells Fargo Bank, N.A. | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum credit amount | $ 50,000,000 | ||
Borrowings outstanding | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Compression equipment - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Commitments [Line Items] | ||||
Future payments for equipment | $ 5.7 | $ 5.7 | ||
2,015 | 0.4 | 0.4 | ||
2,016 | 1.6 | 1.6 | ||
2,017 | 0.9 | 0.9 | ||
2,018 | 0.9 | 0.9 | ||
2,019 | 0.9 | 0.9 | ||
Thereafter | 1 | 1 | ||
Operation and Maintenance Expense | ||||
Other Commitments [Line Items] | ||||
Rent expense | $ 0.4 | $ 0.2 | $ 1.3 | $ 0.4 |
Partners' Capital (Details)
Partners' Capital (Details) - USD ($) $ in Millions | Dec. 22, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Common | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common and Subordinated units outstanding | 28,753,623 | 28,753,623 | |
Subordinated | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common and Subordinated units outstanding | 28,753,623 | 28,753,623 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common units underwritten in IPO | 28,750,000 | ||
Cash proceeds received net of issuance costs | $ 444.1 | ||
Proceeds distributed to Rice Energy | 414.4 | ||
Proceeds retained to pre-fund certain maintenance capital expenditures | 25 | ||
Proceeds retained to pay expenses of IPO | 2 | ||
Proceeds used to pay origination fees associated with the credit agreement | $ 2.7 | ||
Rice Energy | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interest retained in partnership (percentage) | 50.00% | ||
Rice Energy | IPO | Subsidiary of Common Parent | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of interest of Rice Poseidon contributed to Partnership | 100.00% | ||
Rice Energy | IPO | Common | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common and Subordinated units outstanding | 3,623 | ||
Rice Energy | IPO | Subordinated | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common and Subordinated units outstanding | 28,753,623 |
Phantom Unit Awards (Details)
Phantom Unit Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | [1] | $ 961 | $ 260 | $ 2,960 | $ 378 |
Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | 1,000 | 3,000 | |||
Unrecorded compensation expense | $ 3,800 | $ 3,800 | |||
[1] | Equity compensation expense for the three and nine months ended September 30, 2014 was allocated from Rice Energy. |
Net Income per Limited Partne26
Net Income per Limited Partner Unit and Cash Distributions (Schedule of Calculation of Net Income per Limited Partner Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Limited partner net income | $ 12,270 | $ (10,746) | $ 33,670 | $ (26,085) | |
Weighted-average limited partner units outstanding - basic: | |||||
Weighted-average limited partner units outstanding - basic: | 57,507,246 | 57,507,246 | |||
Weighted-average limited partner units outstanding - diluted: | |||||
Weighted-average limited partner units outstanding - diluted: | 57,652,698 | 57,597,825 | |||
Net income per limited partner unit - basic: | |||||
Net income per limited partner unit - basic: | $ 0.21 | $ 0.59 | |||
Net income per limited partner unit - diluted: | |||||
Net income per limited partner unit - diluted: | 0.21 | 0.58 | |||
Unitholders | |||||
Cash distributions declared per limited partner unit | [1] | $ 0.1935 | $ 0.5715 | ||
Phantom unit | |||||
Unitholders | |||||
Shares considered anti-dilutive | 145,452 | 90,579 | |||
Common | |||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Limited partner net income | $ 6,135 | $ 16,835 | |||
Weighted-average limited partner units outstanding - basic: | |||||
Weighted-average limited partner units outstanding - basic: | 28,753,623 | 28,753,623 | |||
Weighted-average limited partner units outstanding - diluted: | |||||
Weighted-average limited partner units outstanding - diluted: | [2] | 28,899,075 | 28,844,202 | ||
Net income per limited partner unit - basic: | |||||
Net income per limited partner unit - basic: | $ 0.21 | $ 0.59 | |||
Net income per limited partner unit - diluted: | |||||
Net income per limited partner unit - diluted: | 0.21 | 0.58 | |||
Unitholders | |||||
Cash distributions declared per limited partner unit | [1] | $ 0.1935 | $ 0.5715 | ||
Subordinated | |||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Limited partner net income | $ 6,135 | $ 16,835 | |||
Weighted-average limited partner units outstanding - basic: | |||||
Weighted-average limited partner units outstanding - basic: | 28,753,623 | 28,753,623 | |||
Weighted-average limited partner units outstanding - diluted: | |||||
Weighted-average limited partner units outstanding - diluted: | 28,753,623 | 28,753,623 | |||
Net income per limited partner unit - basic: | |||||
Net income per limited partner unit - basic: | $ 0.21 | $ 0.59 | |||
Net income per limited partner unit - diluted: | |||||
Net income per limited partner unit - diluted: | [3] | 0.21 | 0.59 | ||
Unitholders | |||||
Cash distributions declared per limited partner unit | [1] | $ 0.1935 | $ 0.5715 | ||
[1] | See Note 11 for further discussion of cash distributions declared for the period presented. | ||||
[2] | Diluted weighted-average limited partner common units includes the effect of 145,452 and 90,579 units for the three and nine months ended September 30, 2015, respectively, related to phantom units. | ||||
[3] | Diluted net income per limited partner unit is presented as if all earnings for the period had been distributed, and while it appears that more income is allocated to the subordinated unit holders than the common unitholders based on the dilution of the common units from the LTIP for the nine months ended September 30, 2015, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. |
Net Income per Limited Partne27
Net Income per Limited Partner Unit and Cash Distributions (Incentive Distribution Rights) (Details) - $ / shares | Oct. 23, 2015 | Aug. 13, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||
Period after the end of each quarter in which the partnership intends to distribute the minimum quarterly distribution | 60 days | ||||
Minimum Quarterly Distribution, Total Quarterly Distribution Per Unit | $ 0.1875 | ||||
Unitholders | |||||
Minimal Quarterly Distribution, Marginal Percentage Interest in Distributions, Unitholders | 100.00% | ||||
First Target Distribution, Marginal Percentage Interest in Distributions, Unitholders | 100.00% | ||||
Second Target Distribution, Marginal Percentage Interest in Distributions, Unitholders | 85.00% | ||||
Third Target Distribution, Marginal Percentage Interest in Distributions, Unitholders | 75.00% | ||||
Thereafter, Marginal Percentage Interest in Distributions, Unitholders | 50.00% | ||||
Incentive Distribution Rights Holders | |||||
Minimal Quarterly Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 0.00% | ||||
First Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 0.00% | ||||
Second Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 15.00% | ||||
Third Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 25.00% | ||||
Thereafter, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 50.00% | ||||
Cash distribution paid per common and subordinated unit | $ 0.1905 | ||||
Cash distributions declared per limited partner unit | [1] | $ 0.1935 | $ 0.5715 | ||
Subsequent Event | |||||
Incentive Distribution Rights Holders | |||||
Cash distributions declared per limited partner unit | $ 0.1935 | ||||
Minimum | |||||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||
First Target Distribution, Total Quarterly Distribution Per Unit | 0.1875 | ||||
Second Target Distribution, Total Quarterly Distribution Per Unit | 0.2156 | ||||
Third Target Distribution, Total Quarterly Distribution Per Unit | 0.2344 | ||||
Thereafter, Total Quarterly Distribution Per Unit | 0.2813 | ||||
Maximum | |||||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||
First Target Distribution, Total Quarterly Distribution Per Unit | 0.2156 | ||||
Second Target Distribution, Total Quarterly Distribution Per Unit | 0.2344 | ||||
Third Target Distribution, Total Quarterly Distribution Per Unit | $ 0.2813 | ||||
[1] | See Note 11 for further discussion of cash distributions declared for the period presented. |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, net of tax | $ 0 | $ (1,630) | $ 0 | $ (3,036) |
Fresh Water Distribution Assets and Related Operations | Predecessor | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Operating expenses | (2,009) | (4,366) | ||
Loss from discontinued operations before income taxes | (2,009) | (4,366) | ||
Income tax benefit | 379 | 1,330 | ||
Loss from discontinued operations, net of tax | (1,630) | (3,036) | ||
Fresh Water Distribution Assets and Related Operations | Rice Energy | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Allocated interest expense from Rice Energy | $ 300 | $ 1,100 |
Related Party Transactions (Det
Related Party Transactions (Details) a in Thousands, $ in Thousands | Dec. 22, 2014a$ / MMBTU | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Related Party Transaction [Line Items] | ||||||
Compensation expense | [1] | $ 961 | $ 260 | $ 2,960 | $ 378 | |
Incentive unit expense | [2] | $ 0 | 5,878 | $ 0 | 10,526 | |
Fixed-Fee Gas Gathering and Compression Agreement | Gas Gathering and Compression Agreement | Subsidiary of Common Parent | ||||||
Related Party Transaction [Line Items] | ||||||
Duration of fixed fee gas gathering and compression agreement | 15 years | |||||
Gas Gathering and Compression Agreement, Gathering Fee | Gas Gathering and Compression Agreement | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Gathering fee (per Dth) | $ / MMBTU | 0.30 | |||||
Gas Gathering and Compression Agreement, Compression Fee | Gas Gathering and Compression Agreement | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Gathering fee (per Dth) | $ / MMBTU | 0.07 | |||||
Gross Acres subject to Pre-existing Third Party Dedication | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Gross acres covered | a | 19 | |||||
Stock Compensation Awards Granted by Related Party | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation expense | 300 | 400 | ||||
Incentive Units Granted Pursuant to Limited Liability Company Agreement of Rice Energy Appalachia LLC | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive unit expense | $ 5,878 | $ 10,526 | ||||
[1] | Equity compensation expense for the three and nine months ended September 30, 2014 was allocated from Rice Energy. | |||||
[2] | Incentive unit expense for the three and nine months ended September 30, 2014 was allocated from Rice Energy. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) $ / shares in Units, gal in Millions, $ in Millions | Nov. 10, 2015USD ($)shares | Nov. 04, 2015USD ($)subsidiarygal | Oct. 23, 2015$ / shares | Sep. 30, 2015$ / shares | Sep. 30, 2015$ / shares | |
Subsequent Event [Line Items] | ||||||
Cash distributions declared per limited partner unit | $ / shares | [1] | $ 0.1935 | $ 0.5715 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash distributions declared per limited partner unit | $ / shares | $ 0.1935 | |||||
Subsequent Event | Private Placement | Scenario, Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Common units to be sold in private placement | shares | 13,409,961 | |||||
Net proceeds from sale of common units | $ 175 | |||||
Subsequent Event | PA and OH Water Acquisition | PA and OH Water | ||||||
Subsequent Event [Line Items] | ||||||
Number of Businesses Acquired | subsidiary | 2 | |||||
Capacity of fresh water (MMgal/d) | gal | 15.9 | |||||
Cash paid in accordance with terms of purchase agreement | $ 200 | |||||
Increase in capacity of conveyed systems (MMgal/d) | gal | 5 | |||||
Additional amount to be paid if conveyed system's capacities increase | $ 25 | |||||
Margin percentage under Water Services Agreement | 2.00% | |||||
[1] | See Note 11 for further discussion of cash distributions declared for the period presented. |