Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 22, 2016 | Jun. 30, 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 | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
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 | $ 498.1 | ||
Common Units | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 42,163,749 | ||
Subordinated Units | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 28,753,623 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash | [1],[2] | $ 7,597 | $ 26,834 |
Accounts receivable | [2] | 9,926 | 297 |
Accounts receivable - affiliate | [2] | 6,438 | 2,049 |
Prepaid expenses, deposits and other | [2] | 192 | 233 |
Total current assets | [2] | 24,153 | 29,413 |
Property and equipment, net | [2] | 578,026 | 323,871 |
Deferred financing costs, net | [2] | 2,310 | 2,874 |
Goodwill | [2] | 39,142 | 39,142 |
Intangible assets, net | [2] | 46,159 | 47,791 |
Total assets | [2] | 689,790 | 443,091 |
Current liabilities: | |||
Accounts payable | [2] | 13,484 | 109 |
Accrued capital expenditures | [2] | 15,277 | 7,502 |
Payable to affiliate | [2] | 0 | 156 |
Other accrued liabilities | [2] | 3,067 | 1,577 |
Total current liabilities | [2] | 31,828 | 9,344 |
Long-term liabilities: | |||
Long-term debt | [2] | 143,000 | 0 |
Deferred tax liability | [2] | 0 | 1,903 |
Other long-term liabilities | [2] | 3,128 | 1,900 |
Total liabilities | [2] | 177,956 | 13,147 |
Partners’ capital: | |||
Parent net equity | [2] | 0 | 36,594 |
Total partners’ capital | [2],[3] | 511,834 | 429,944 |
Total liabilities and partners’ capital | [2] | 689,790 | 443,091 |
Common | |||
Partners’ capital: | |||
Common and subordinated units | [2] | 624,557 | 442,451 |
Subordinated | |||
Partners’ capital: | |||
Common and subordinated units | [2] | $ (112,723) | $ (49,101) |
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||
[2] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||
[3] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2015 | Dec. 31, 2014 | |
Common | |||
Common and Subordinated units issued | [1] | 42,163,749 | 28,753,623 |
Common and Subordinated units outstanding | [1] | 42,163,749 | 28,753,623 |
Subordinated | |||
Common and Subordinated units issued | [1] | 28,753,623 | 28,753,623 |
Common and Subordinated units outstanding | [1] | 28,753,623 | 28,753,623 |
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Operating revenues: | ||||
Affiliate | [1] | $ 93,668 | $ 1,863 | $ 498 |
Third-party | [1] | 20,791 | 4,585 | 0 |
Total operating revenues | [1] | 114,459 | 6,448 | 498 |
Operating expenses: | ||||
Operation and maintenance expense | [1] | 14,910 | 4,773 | 1,412 |
General and administrative expense | [1],[2] | 17,895 | 11,922 | 3,104 |
Incentive unit expense | [1],[3],[4] | 1,044 | 13,480 | 0 |
Depreciation expense | [1] | 16,399 | 4,165 | 1,190 |
Acquisition costs | [1] | 0 | 1,519 | 0 |
Amortization of intangible assets | [1],[3] | 1,632 | 1,156 | 0 |
Other expense | [1] | 543 | 0 | 0 |
Total operating expenses | [1] | 52,423 | 37,015 | 5,706 |
Operating income (loss) | [1] | 62,036 | (30,567) | (5,208) |
Other income (expense) | [1] | 11 | (110) | 0 |
Interest expense | [1],[5] | (3,164) | (13,571) | (3,804) |
Amortization of deferred finance costs | [1],[3] | (576) | 0 | 0 |
Income (loss) before income taxes | [1] | 58,307 | (44,248) | (9,012) |
Income tax (expense) benefit | [1] | (5,812) | 12,920 | 0 |
Net income (loss) | [1],[3] | 52,495 | (31,328) | (9,012) |
Calculation of limited partner interest in net income: | ||||
Less: Pre-acquisition net income (loss) allocated to general partner | [6] | 7,296 | (4,703) | |
Limited partner net income | [1],[6] | 45,199 | 1,162 | |
Rice Energy | ||||
Operating expenses: | ||||
Interest expense | (800) | (13,500) | (3,800) | |
Net income per limited partner unit (basic and diluted): | ||||
General and administrative expenses from Rice Energy | 11,900 | 10,300 | $ 2,900 | |
Common | ||||
Calculation of limited partner interest in net income: | ||||
Limited partner net income | $ 23,340 | $ 581 | ||
Net income per limited partner unit (basic and diluted): | ||||
Net income per limited partner unit (basic and diluted): | [1],[7] | $ 0.76 | $ 0.02 | |
Subordinated | ||||
Calculation of limited partner interest in net income: | ||||
Limited partner net income | $ 21,859 | $ 581 | ||
Net income per limited partner unit (basic and diluted): | ||||
Net income per limited partner unit (basic and diluted): | [1],[7] | $ 0.76 | $ 0.02 | |
General and Administrative Expense | ||||
Net income per limited partner unit (basic and diluted): | ||||
Equity compensation expense | $ 4,500 | $ 800 | ||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||
[2] | General and administrative expenses include charges from Rice Energy of $11.9 million, $10.3 million and $2.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. Additionally, equity compensation expense of $4.5 million and $0.8 million for the years ended December 31, 2015 and 2014, respectively, are included in general and administrative expenses. | |||
[3] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||
[4] | Incentive unit expense for the years ended December 31, 2015 and 2014 was allocated from Rice Energy. | |||
[5] | Interest expense includes charges from Rice Energy of $0.8 million, $13.5 million and $3.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. | |||
[6] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||
[7] | Net income per limited partner unit is presented only for the period subsequent to the Partnership’s initial public offering and does not include results attributable to the Water Assets prior to their acquisition as these results are not attributable to limited partners of the Partnership. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Cash flows from operating activities: | ||||||
Net income (loss) | [1],[2] | $ 52,495 | $ (31,328) | $ (9,012) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
Depreciation and amortization expense | [1] | 16,399 | 4,165 | 1,190 | ||
Amortization of intangibles | [1],[2] | 1,632 | 1,156 | 0 | ||
Amortization of deferred finance costs | [1],[2] | 576 | 0 | 0 | ||
Incentive unit expense | [1],[2],[3] | 1,044 | 13,480 | 0 | ||
Equity compensation expense | [1] | 4,501 | 816 | 0 | ||
Deferred income tax benefit | [1] | 1,388 | (12,920) | 0 | ||
Changes in operating assets and liabilities: | ||||||
Increase in accounts receivable | [1] | (14,174) | (2,106) | (239) | ||
(Increase) decrease in prepaid expenses and other | [1] | 2 | (233) | 0 | ||
Increase (decrease) in accounts payable | [1] | (478) | (566) | 321 | ||
Increase in accrued liabilities | [1] | 6,621 | 2,515 | 554 | ||
Net cash provided by (used in) operating activities | [1] | 70,006 | (25,021) | (7,186) | ||
Cash flows from investing activities: | ||||||
Capital expenditures | [1] | (248,463) | (169,826) | (44,244) | ||
Acquisition of net assets from Rice Energy | [1] | (131,528) | 0 | 0 | ||
Acquisition of Marcellus joint venture | [1] | 0 | (55,000) | 0 | ||
Acquisition of Momentum assets | [1] | 0 | (111,447) | 0 | ||
Net cash used in investing activities | [1] | (379,991) | (336,273) | (44,244) | ||
Cash flows from financing activities: | ||||||
Purchase price in excess of net assets from Rice Energy | [1] | (68,470) | 0 | 0 | ||
Proceeds from borrowings | [1] | 313,000 | 0 | 0 | ||
Repayments of borrowings | [1] | (170,000) | 0 | 0 | ||
Costs related to initial public offering | [1] | (129) | (2,396) | 0 | ||
Common units issuance, net of offering costs | [1] | 171,902 | 444,134 | 0 | ||
Additions to deferred financing costs | [1] | 3 | (2,874) | 0 | ||
Contributions from parent, net | [1] | 78,480 | 363,549 | 51,578 | ||
Distributions paid to Rice Energy | [1] | (17,021) | (414,433) | $ 0 | ||
Distributions paid to unitholders | [1] | (17,017) | 0 | |||
Net cash provided by financing activities | [1] | 290,748 | 387,980 | $ 51,578 | ||
Net increase in cash | [1] | (19,237) | 26,686 | 148 | ||
Cash at the beginning of the year | [1] | 26,834 | [4] | 148 | 0 | |
Cash at the end of the year | [1] | 7,597 | [4] | 26,834 | [4] | 148 |
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest | [1] | 3,146 | 0 | 0 | ||
Noncash Elimination of Deferred Tax Liabilities | ||||||
Supplemental disclosure of cash flow information: | ||||||
Noncash elimination of deferred tax liabilities (assets) | [1] | $ 7,715 | $ (6,382) | $ 0 | ||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||||
[2] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||||
[3] | Incentive unit expense for the years ended December 31, 2015 and 2014 was allocated from Rice Energy. | |||||
[4] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | Common | Subordinated | Limited PartnersCommon | Limited PartnersSubordinated | Parent Net Equity | |||||
Balance (Predecessor) at Dec. 31, 2012 | [1] | $ 24,056 | $ 24,056 | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Contributions from parent, net | Predecessor | [1] | 51,578 | 51,578 | ||||||||
Net income (loss) | Predecessor | [1] | (9,012) | (9,012) | ||||||||
Net income (loss) | [2],[3] | (9,012) | |||||||||
Balance (Predecessor) at Dec. 31, 2013 | [1] | 66,622 | 66,622 | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Contributions from parent, net | Predecessor | [1] | 363,549 | 363,549 | ||||||||
Tax impact of parent initial public offering | Predecessor | [1] | (4,118) | (4,118) | ||||||||
Incentive compensation expense | Predecessor | [1] | 13,480 | 13,480 | ||||||||
Stock compensation expense | Predecessor | [1] | 678 | 678 | ||||||||
Elimination of current and deferred tax assets | Predecessor | [1] | (6,382) | (6,382) | ||||||||
Net income (loss) | Predecessor | [1] | (27,787) | (27,787) | ||||||||
Net income (loss) | [2],[3] | (31,328) | |||||||||
Contribution of net assets to Rice Midstream Partners LP | [1] | 0 | $ 46 | $ 364,699 | (364,745) | ||||||
Issuance of common units to public, net of offering costs | [1] | 441,738 | 441,738 | 0 | |||||||
Distributions to unitholders | [1] | (414,433) | (52) | (414,381) | |||||||
Equity compensation expense | [1] | 138 | 138 | 0 | |||||||
Pre-acquisition net loss attributable to the general partner | [1] | (4,703) | (4,703) | ||||||||
Limited partner net income | 1,162 | [1],[3] | $ 581 | $ 581 | 581 | [1] | 581 | [1] | |||
Balance at Dec. 31, 2014 | [1] | 429,944 | [4] | 442,451 | (49,101) | 36,594 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Contributions from parent, net | [1] | 78,480 | 78,480 | ||||||||
Incentive compensation expense | [1] | 1,044 | 1,044 | ||||||||
Elimination of current and deferred tax assets | [1] | 7,715 | 7,715 | ||||||||
Net income (loss) | [2],[3] | 52,495 | |||||||||
Offering costs related to the IPO | [1] | (129) | (129) | 0 | |||||||
Distributions to unitholders | [1] | (34,038) | (17,019) | (17,019) | |||||||
Equity compensation expense | [1] | 4,419 | 4,020 | 0 | 399 | ||||||
Issuance of common units, net of offering costs | [1] | 171,902 | 171,902 | 0 | |||||||
Pre-acquisition net loss attributable to the general partner | [1] | 7,296 | 7,296 | ||||||||
Water Assets from Rice Energy | [1] | (131,528) | 0 | 0 | (131,528) | ||||||
Purchase price in excess of net assets from Rice Energy | [1] | (68,470) | (8) | (68,462) | |||||||
Limited partner net income | 45,199 | [1],[3] | $ 23,340 | $ 21,859 | 23,340 | [1] | 21,859 | [1] | 0 | [1] | |
Balance at Dec. 31, 2015 | [1] | $ 511,834 | [4] | $ 624,557 | $ (112,723) | $ 0 | |||||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||||
[2] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||||
[3] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||||
[4] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Related Matters | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies and Related Matters | Summary of Significant Accounting Policies and Related Matters Organization, Operations and Principals of Consolidation/Combination Rice Midstream Partners LP (“Rice Midstream Partners” or the “Partnership”), which closed its initial public offering (“IPO”) on December 22, 2014, is a growth-oriented Delaware limited partnership formed by Rice Energy Inc. (“Rice Energy”) in August 2014. Prior to December 22, 2014, the natural gas gathering, compression and water distribution assets of Rice Poseidon Midstream LLC (“Rice Poseidon”), together with the natural gas gathering and water distribution assets (the “Alpha Assets”) of Alpha Shale Resources, LP (“Alpha Shale”) constitute the predecessor to Rice Midstream Partners for accounting purposes (the “Predecessor”). References in these consolidated financial statements to the Partnership, when used for periods prior to its IPO, refer to the Predecessor. References in these consolidated financial statements, when used for periods beginning at or following the IPO, refer collectively to the Partnership and its consolidated subsidiaries. Additionally, as discussed below and in Note 2, the Partnership’s consolidated financial statements have been retrospectively recast for the years ended December 31, 2015, 2014 and 2013 to include the historical results of the Water Assets (defined below), as the transaction was accounted for as a combination of entities under common control. References in these consolidated financial statements to “Rice Energy” refer collectively to Rice Energy Inc. and its consolidated subsidiaries, other than our Predecessor. Rice Poseidon was formed in July 2013 to hold all of Rice Drilling B LLC’s (“Rice Drilling B”) wholly-owned natural gas gathering, compression and fresh water distribution assets in Pennsylvania. Rice Drilling B is a wholly-owned operating company of Rice Energy. At the time of the formation of Rice Poseidon, the only natural gas gathering, compression and fresh water distribution assets in Pennsylvania not included in Rice Poseidon and in which Rice Drilling B owned any interest were the Alpha Assets, which are treated as having been acquired by the Predecessor upon Rice Drilling B’s acquisition of the remaining 50% interest in Alpha Shale from a third party in January 2014. Prior to the formation of Rice Poseidon, the assets of Rice Poseidon were held in various subsidiaries of Rice Drilling B. As it relates to the Predecessor, when discussing periods: • prior to the formation of Rice Poseidon in July 2013, refers to the Pennsylvania natural gas gathering, compression and water distribution assets and operations held in various subsidiaries of Rice Drilling B; • subsequent to the formation of Rice Poseidon in July 2013 through January 29, 2014, refers to the natural gas gathering, compression and water distribution assets and operations of Rice Poseidon; • subsequent to January 29, 2014 through April 17, 2014, refers collectively to the natural gas gathering, compression and water distribution assets and operations of Rice Poseidon taken together with the Alpha Assets; and • subsequent to April 17, 2014 up to December 22, 2014, refers collectively to the natural gas gathering, compression and water distribution assets and operations of Rice Poseidon, the Alpha Assets and the Momentum Assets (discussed below) from their respective dates of acquisition. Subsequent to January 29, 2014, the Predecessor includes the Alpha Assets. Prior to January 29, 2014, Rice Energy and a third party each owned a 50% interest in Alpha Shale, a joint venture formed to own and develop natural gas acreage in the Marcellus shale, including the Alpha Assets. On January 29, 2014, in connection with the completion of its IPO, Rice Energy acquired the remaining 50% third-party interest in Alpha Shale. In addition, on April 17, 2014, Rice Poseidon acquired the natural gas gathering assets (the “Momentum Assets”) in eastern Washington and Greene Counties, Pennsylvania, from M3 Appalachia Gathering LLC. 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 the terms of the Purchase Agreement, the Partnership acquired all of the outstanding limited liability company interests of Rice Water Services (PA) LLC and Rice Water Services (OH) LLC, 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 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 in Note 9) 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”). The acquisition was accounted for as a combination of entities under common control, and as such, the Partnership’s consolidated financial statements have been retrospectively recast for all periods prior to November 1, 2015, the effective date of acquisition of the Water Assets, to include the historical results of the Water Assets. Our Predecessor included certain fresh water distribution assets and operations in Pennsylvania that were distributed to Rice Midstream Holdings LLC (“Rice Midstream Holdings”) concurrently with the closing of the Partnership’s IPO. These fresh water distribution assets are included as part of the Water Assets that were acquired on November 4, 2015, and as such, the historical results related to those operations are included for all periods presented. The consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). As it relates to the Predecessor, the consolidated financial statements have been prepared, prior to December 22, 2014, 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 consolidated financial statements. Additionally, in connection with the IPO, Rice Energy was assigned all cash and cash equivalents, accounts receivable, accounts payable and accrued capital expenditures by our Predecessor on December 22, 2014. Subsequent to the Partnership’s IPO, the consolidated financial statements include the accounts of the Partnership and its subsidiaries: Rice Midstream OpCo LLC (“Rice Midstream OpCo”) and Rice Poseidon. Additionally, the consolidated financial statements include the historical results of the Water Assets. Transactions between the Partnership and Rice Energy have been identified in the consolidated financial statements as transactions between related parties. The Partnership does not have any employees. Operational support for the Partnership is provided by Rice Energy. Rice Energy’s employees manage and conduct the Partnership’s daily business operations. The Partnership’s cost of doing business incurred by Rice Energy on behalf of the Partnership have been reflected in the accompanying consolidated financial statements. These costs include general and administrative expenses allocated by Rice Energy to the Partnership in exchange for: • business services, such as payroll, accounts payable and facilities management; • corporate services, such as finance and accounting, legal, human resources and public and regulatory policy; and • employee compensation. Nature of Business The Partnership is a fee-based, growth-oriented limited partnership formed by Rice Energy to own, operate, develop and acquire midstream assets in the Appalachian Basin. The Partnership provides midstream services to Rice Energy and third parties within three counties in the Appalachian Basin through two primary segments: the gathering and compression segment and the water services segment. Gathering and compression segment. The Partnership’s gas gathering assets consist of a high-pressure dry gas gathering system and associated compression in Washington County, Pennsylvania and a high-pressure dry gas gathering system in Greene County, Pennsylvania. The Partnership provides gas gathering and compression services under long-term, fixed-fee contracts, to Rice Energy and third parties. Water services segment. The Partnership’s water services assets consist of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities which are used to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in Washington and Greene Counties, Pennsylvania and Belmont County, Ohio. The Partnership provides water services under long-term, fee-based contracts, to Rice Energy and third parties. Principles of Consolidation The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All intercompany transactions have been eliminated in consolidation. Transactions between the Partnership and Rice Energy have been identified in the Consolidated Financial Statements as transactions between related parties and are discussed in further detail in Note 9. Use of Estimates The Partnership prepares its consolidated financial statements in conformity with GAAP, which require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Risks and Uncertainties The Partnership relies on revenues generated from its gathering, compression and water distribution systems, all of which are located in three counties within the Appalachian Basin. As a result of this concentration, the Partnership may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area. Additionally, the Partnership is substantially dependent on Rice Energy as its most significant current customer, as Rice Energy represented approximately 79% of the Partnership’s gathering revenues for the year ended December 31, 2015 , and the Partnership expects to derive a substantial majority of its revenues from Rice Energy for the foreseeable future. As a result, any event, whether in the Partnership’s dedicated areas or otherwise, that adversely affects Rice Energy’s production, drilling and completion schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect its revenues and cash available for distribution. Additionally, for the year ended December 31, 2015 , a single third-party customer represented approximately 21% of our gathering revenues. Revenue Recognition Revenues relating to the gathering and compression of natural gas and relating to water services are recognized in the period service is provided. Under these arrangements, the Partnership receives a fee or fees for services provided. The revenue the Partnership recognizes from gathering and compression services is generally directly related to the volume of natural gas that flows through its systems and revenue the Partnership recognizes from water services is generally directly related to the volume of water that is delivered, recycled or disposed of. Cash The Partnership maintains cash at financial institutions which may at times exceed federally insured amounts and which may at times significantly exceed consolidated balance sheet amounts due to outstanding checks. The Partnership has no other accounts that are considered cash equivalents. Accounts Receivable Accounts receivable are stated at their historical carrying amount. The Partnership extends credit to parties in the normal course of business based upon management’s assessment of their creditworthiness. An allowance is provided for those accounts for which collection is estimated as doubtful; uncollectible accounts are written off and charged against the allowance. In estimating the allowance, management considers, among other things, how recently and how frequently payments have been received and the financial position of the party. There was no allowance recorded for any of the years presented in the consolidated financial statements. Asset Retirement Obligations The Partnership operates and maintains its gathering systems and it intends to do so as long as supply and demand for natural gas exists, which the Partnership expects for the foreseeable future. Therefore, no asset retirement obligation has been recorded for its gathering systems as the Partnership believes that these assets have indeterminate useful lives. Asset retirement obligations related to the Water Assets presented in the consolidated balance sheets at December 31, 2015 and 2014 were approximately $3.0 million and $1.9 million , respectively. Interest The Partnership capitalizes interest on expenditures for significant capital projects while activities are in progress to bring the assets to their intended use. Upon completion of construction of the asset, the associated capitalized interest costs are included within the Partnership’s asset base and depreciated accordingly. The following table summarizes the components of the Partnership’s interest incurred for the years ended December 31, 2015 , 2014 and 2013 : (in thousands) 2015 2014 2013 Interest incurred: Interest expensed $ 3,164 $ 13,571 $ 3,804 Interest capitalized 222 402 1,324 Total incurred $ 3,386 $ 13,973 $ 5,128 Property and Equipment Property and equipment is recorded at cost and is being depreciated over estimated useful lives on a straight-line basis. Gathering pipelines and compressor stations are depreciated over a useful life of 60 years. Water pipelines, pumping stations and impoundment facilities are depreciated over a useful life of 10 to 15 years. The following table provides detail of property and equipment presented in the consolidated balance sheets at December 31, 2015 and 2014 . Years Ended December 31, (in thousands) 2015 2014 Natural gas gathering assets $ 453,537 $ 251,075 Natural gas gathering assets in progress 540 32,783 Accumulated depreciation (10,725 ) (3,861 ) Natural gas gathering assets, net 443,352 279,997 Water service assets 144,686 35,186 Water service assets in progress 1,324 11,707 Accumulated depreciation (12,014 ) (3,099 ) Water service assets, net 133,996 43,794 Other property and equipment, net 678 80 Property and equipment, net $ 578,026 $ 323,871 Impairment of Long-Lived Assets The Partnership evaluates the ability to recover the carrying amount of long-lived assets and determine whether such long-lived assets have been impaired. Impairment exists when the carrying amount of an asset exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset’s carrying amount over its estimated fair value, such that the asset’s carrying amount is adjusted to its estimated fair value with an offsetting charge to impairment expense. Fair value represents the estimated price between market participants to sell an asset in the principal or most advantageous market for the asset, based on assumptions a market participant would make. When warranted, management assesses the fair value of long-lived assets using commonly accepted techniques and may use more than one source in making such assessments. Sources used to determine fair value include, but are not limited to, recent third-party comparable sales, internally developed discounted cash flow analyses and analyses from outside advisors. Significant changes, such as changes in contract rates or terms, the condition of an asset, or management’s intent to utilize the asset, generally require management to reassess the cash flows related to long-lived assets. A reduction of carrying value of fixed assets would represent a Level 3 fair value measure. No impairments for such assets have recorded for the years presented herein. Goodwill and Intangible Assets The Partnership evaluates goodwill for impairment at least annually during the fourth quarter, or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Impairment testing for goodwill is performed at the reporting unit level. The Partnership identifies its operations within two reporting units: 1) Gathering and Compression and 2) Water Services (which had not been ascribed goodwill as of December 31, 2015 and 2014). As a result of the acquisition of the remaining 50% interest in Alpha Holdings in its Marcellus joint venture, the Gathering and Compression reporting unit was allocated $39.1 million of goodwill. In estimating the fair value of the Partnership’s Gathering and Compression reporting unit as part of step one of the annual goodwill impairment test, the Partnership used the income approach and the market approach. The Partnership employed the discounted cash flow method within the income approach which uses significant inputs not observable in the public market (Level 3). Key inputs within the income approach include estimates and assumptions related to future throughput volumes, operating costs, capital spending and changes in working capital. The Partnership employed the guideline public company method within the market approach which considers market multiples derived from market prices of publicly traded stocks of companies engaged in similar lines of business. Estimating fair value requires considerable judgment and determining fair value is sensitive to changes in assumptions impacting management’s estimates of the future financial results. Although the Partnership believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate, different assumptions and estimates could materially impact the calculated fair value. Additionally, actual future results could differ from our current estimates and assumptions. The Partnership elected the option to default immediately to the first step of the annual goodwill impairment test. There were no impairments recorded related to the Gathering and Compression reporting unit as a result of the annual goodwill impairment test. Intangible assets are comprised of customer contracts acquired in the Momentum Acquisition based upon the estimated fair value of the assets at the acquisition date. The customer contracts acquired had an initial contract terms of 10 years with five and one year renewal options. Based upon management’s understanding of the life of the underlying reserves and the geographically advantaged location of the acquired midstream assets, it has been determined that the customer contracts will have a useful life of 30 years. The assets are being amortized using a straight-line method and amortization expense for the years ended December 31, 2015 and 2014 was $1.6 million and $1.2 million , respectively. The estimated annual amortization expense over the next five years is as follows: 2016- $1.6 million , 2017- $1.6 million , 2018- $1.6 million , 2019- $1.6 million and 2020- $1.6 million . Goodwill and intangible assets for the years ended December 31, 2015 and 2014 are detailed below. (in thousands) Goodwill Customer Contracts Balance, December 31, 2013 $ — $ — Additions 39,142 48,947 Accumulated amortization — (1,156 ) Balance, December 31, 2014 39,142 47,791 Accumulated amortization — (1,632 ) Balance, December 31, 2015 $ 39,142 $ 46,159 Deferred Financing Costs Deferred financing costs are amortized on a straight-line basis, which approximates the interest method, over the term of the related agreement. Accumulated amortization was $0.6 million at December 31, 2015 and amortization expense was $0.6 million for the year ended December 31, 2015. Segment Reporting Business segments are components of the Partnership for which separate financial information is produced internally and are subject to evaluation by the Partnership’s chief operating decision maker in deciding how to allocate resources. The Partnership reports its operations in two segments: (i) gathering and compression and (ii) water services, which reflect its lines of business. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income. All of the Partnership’s operating revenues, income from operations and assets are located in the United States. See Note 10 for additional information regarding segment reporting. 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. 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. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. ASU 2014-09 explains that the core principle of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and defines a five step process to achieve this core principle. The five step process is to (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the entity satisfies a performance obligation. More judgement and estimates may be required within the new revenue recognition process than are required under existing U.S. GAAP. 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 using either a full retrospective approach reflecting the application of the standard in each prior reporting period or a retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption. 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 will adopt ASU 2015-02 in the first quarter of 2016. The Partnership does not anticipate adoption of the standard to impact prior conclusions as to whether or not its subsidiaries are consolidated in the consolidated 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 Securities and Exchange Commission (“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 will adopt ASU 2015-15 in the first quarter of 2016 and present debt issuance costs associated with the Partnership’s revolving credit facility (defined in Note 3) as an asset named deferred financing costs, net in our consolidated balance sheets. Additionally, the Partnership will utilize the guidance in ASU 2015-03 for the presentation of debt issuance costs that are the result of an issuance of future debt. 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 has adopted this guidance in the current period with no effects on previously issued consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On November 4, 2015, the Partnership entered into the Purchase Agreement by and between the Partnership and Rice Energy, pursuant to which the Partnership acquired the Water Assets and the Option. In consideration for the acquisition of the Water Assets and 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 of the Water Assets is accounted for as a combination of entities under common control with the assets and liabilities of the Water Assets recorded at their carrying amounts. The difference between the carrying amount of the Water Assets and the consideration paid is recorded in equity as a capital transaction. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 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 December 31, 2015 , Rice Midstream OpCo had $143.0 million of borrowings outstanding and no letters of credit under this facility. The average daily outstanding balance of the credit facility was approximately $46.9 million and interest was incurred on the facility at a weighted average annual interest rate of 2.0% during 2015 . 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, which matures on December 22, 2019 . On January 13, 2016, the Partnership entered into a First Amendment (the “First Amendment”) to the revolving credit facility which modified the definition of “Acquisition Period” (as defined in the revolving credit facility) to allow Rice Midstream OpCo to elect in its sole discretion to commence an Acquisition Period when a material acquisition has been consummated. Prior to giving effect to the First Amendment, an Acquisition Period would commence automatically upon consummation of a material acquisition. 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 December 31, 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 as of December 31, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2015 and December 31, 2014 was $1.7 million and $0.8 million , respectively. Future payments for this equipment as of December 31, 2015 totaled $5.3 million (2016- $1.6 million , 2017- $0.9 million , 2018- $0.9 million , 2019- $0.9 million , 2020- $0.3 million and thereafter- $0.7 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. The Partnership is involved in various litigation matters arising in the normal course of business. Management is not aware of any actions that are expected to have a material adverse effect on its financial position or results of operations. |
Partners' Capital
Partners' Capital | 12 Months Ended |
Dec. 31, 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. 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”). After deducting underwriting discounts and commissions of $3.1 million , the Partnership received net proceeds of $171.9 million . The Private Placement closed on November 10, 2015. The Partnership used the proceeds of the Private Placement to repay a portion of the borrowings under the Partnership’s revolving credit facility. As a result of the Private Placement, Rice Energy owns approximately 41% of the Partnership. |
Phantom Unit Awards
Phantom Unit Awards | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Phantom Unit Awards | Phantom Unit Awards During the years ended December 31, 2015 and 2014 , 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 that provide services to the Partnership under an omnibus agreement (the “Omnibus Agreement”). Pursuant to the LTIP, the maximum aggregate number of common units that may be issued pursuant to any and all awards under the LTIP shall not exceed 5,000,000 common units, subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of Awards, as provided under the LTIP. The equity-based awards are valued at the date of issuance and the related compensation expense is recognized into earnings on a straight-line basis. The equity-based awards will cliff vest at the end of the requisite service period from one to two years. The Partnership recorded $4.1 million and $0.1 million of equity compensation expense related to these awards in the years ended December 31, 2015 and 2014 , respectively, in general and administrative expenses on the consolidated statements of operations. At December 31, 2015 , total unrecognized compensation expense expected to be recognized over the remaining vesting periods was $3.0 million for these awards. The following table summarizes the activity for the equity-based awards during the years ended December 31, 2015 and 2014 . Number of units Weighted average grant date fair value Total unvested, January 1, 2014 — $ — Granted 434,094 16.50 Vested — — Forfeited — — Total unvested - December 31, 2014 434,094 $ 16.50 Granted 18,196 16.87 Vested (242 ) 16.50 Forfeited (19,420 ) 16.50 Total unvested - December 31, 2015 432,628 $ 16.52 The following table details the scheduled vesting of the unvested equity-based awards at December 31, 2015 . Vesting Date Number of units 2016 432,628 432,628 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 | 12 Months Ended |
Dec. 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, which was a wholly-owned subsidiary of Rice Energy as of December 31, 2015. 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. Net income attributable to the Water Assets for the periods prior to their acquisition was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these results are not attributable to limited partners of the Partnership. 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 and to the Water Assets for periods prior to their acquisition on November 4, 2015 are not allocated to the limited partners for purposes of calculating net income per limited partner unit. (in thousands, except unit data) Year Ended December 31, 2015 Year Ended December 31, 2014 Net income (loss) $ 52,495 $ (31,328 ) Less: Pre-IPO net loss allocated to parent — (27,787 ) Less: Pre-acquisition net income (loss) allocated to general partner (1) 7,296 (4,703 ) Limited partner net income $ 45,199 $ 1,162 Net income allocable to common units $ 23,340 $ 581 Net income allocable to subordinated units 21,859 581 Limited partner net income $ 45,199 $ 1,162 Weighted-average limited partner units outstanding - basic: Common units 30,700,864 28,753,623 Subordinated units 28,753,623 28,753,623 Total 59,454,487 57,507,246 Weighted-average limited partner units outstanding - diluted: Common units 30,807,972 28,755,346 Subordinated units 28,753,623 28,753,623 Total 59,561,595 57,508,969 Net income per limited partner unit - basic: Common units $ 0.76 $ 0.02 Subordinated units 0.76 0.02 Total $ 0.76 $ 0.02 Net income per limited partner unit - diluted: Common units $ 0.76 $ 0.02 Subordinated units 0.76 0.02 Total $ 0.76 $ 0.02 (1) Pre-acquisition net loss allocated to the general partner relates to operations of the Water Assets for periods prior to the acquisition on November 4, 2015. Within 60 days after the end of each quarter, it is the Partnership’s intent to distribute to the holders of common and subordinated units on a quarterly basis the minimum quarterly distribution of $0.1875 per unit (or $0.75 on an annualized basis) to the extent it has sufficient cash after the establishment of cash reserves and the payment of its expenses, including payments to its general partner and affiliates. Subordinated Units GP 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 GP 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 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% The Board of Directors of the Company’s general partner declared the following cash distributions to the Company’s unitholders for the periods presented. Quarters Ended Total Quarterly Distribution per Unit Date of Distribution December 31, 2014 (1) $ 0.0204 February 20, 2015 March 31, 2015 0.1875 May 14, 2015 June 30, 2015 0.1905 August 13, 2015 September 30, 2015 0.1935 November 12, 2015 December 31, 2015 0.1965 February 11, 2016 (1) The Partnership cash distribution related to the fourth quarter of 2014 was prorated for the 10-day period subsequent to the closing of the Partnership’s IPO on December 22, 2014. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Prior to the IPO, the Partnership’s income was included as part of Rice Energy’s consolidated federal tax return. In conjunction with the contribution of the ownership of Rice Poseidon by Rice Energy immediately prior to the IPO, approximately $6.4 million of deferred tax liabilities were eliminated through equity. 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. Effective, December 22, 2014, as a result of its limited partnership structure, the Partnership is a partnership for income tax purposes and no longer subject to federal and state income taxes. For the period beginning January 29, 2014 and ending December 21, 2014, Rice Energy allocated the Predecessor income tax expense. Subsequent to the IPO, for federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes for the Partnership. Prior to the acquisition of the Water Assets, the operations of the Water Assets were subject to income taxes and were included as part of Rice Energy’s consolidated federal tax return. Accordingly, the income tax effects associated with the operations of the Water Assets continued to be subject to income taxes until the Water Assets were acquired by the Partnership. Due to the Partnership’s status for U.S. federal and state income tax purposes, net current and deferred income tax liabilities of the Water Assets of $7.7 million eliminated through equity for periods following the effective date of their acquisition by the Partnership on November 1, 2015. The Partnership recognizes deferred tax liabilities and assets for temporary differences between the financial statement and tax basis of assets and liabilities. At December 31, 2014, the Partnership had a net deferred tax liability of $1.9 million related to the Water Assets, which represented a deferred tax asset of $3.0 million related to a net operating loss carryforward and deferred tax liability for tax depreciation in excess of book depreciation of $4.9 million . Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Partnership’s partnership agreement. The aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to us. The components of the income tax benefit for the period from January 29, 2014 to December 21, 2014 for the Predecessor (not including the fresh water distribution assets and operations in Pennsylvania that were distributed to Rice Midstream Holdings concurrently with the closing of the Partnership’s IPO) and from January 29, 2014 to December 31, 2014 for the Water Assets, are as follows: December 31, (in thousands) 2015 2014 Current tax expense (benefit): Federal $ 3,720 $ — State 704 — Total 4,424 — Deferred tax expense (benefit): Federal 986 (9,809 ) State 402 (3,111 ) Total 1,388 (12,920 ) Total income tax benefit $ 5,812 $ (12,920 ) Income tax expense differs from amounts computed at the federal statutory rate of 35% on pre-tax income as follows: December 31, (in thousands) 2015 2014 Tax at statutory rate $ 18,150 $ (15,488 ) State income taxes 719 (2,022 ) Incentive unit expense 365 4,718 Equity compensation expense 140 — Partnership net income not subject to taxes (13,562 ) (366 ) Permanent difference — 238 Income tax expense (benefit) $ 5,812 $ (12,920 ) Effective tax rate 10.0 % 29.2 % Based on management’s analysis, the Partnership did not have any uncertain tax positions as of December 31, 2015 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2015 , 2014 and 2013 , 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 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 December 31, 2015 and any future acreage it acquires within these counties, excluding the first 40.0 MDth/d of Rice Energy’s production from approximately 19,000 gross acres subject to a pre-existing third-party dedication. In connection with the closing of the acquisition of the Water Assets on November 4, 2015, we entered into Amended and Restated Water Services Agreements (the “Water Services Agreements”) with Rice Energy, whereby we 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 and produced water for Rice Energy 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 the Partnership (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 us, plus a 2% margin. During the year ended December 31, 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 $0.6 million for the year ended December 31, 2014. Additionally, in the years ended December 31, 2015 and 2014, $0.4 million and $0.1 million , respectively, of stock compensation expense was allocated to the Water Assets by Rice Energy and is reflected in the consolidated financial statements. For periods subsequent to the IPO, no stock compensation expense has been allocated to the Partnership by Rice Energy. However, equity compensation expense includes amounts allocated to the Water Assets from Rice Energy for periods subsequent to the IPO. See Note 6 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 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 $12.0 million for the year ended December 31, 2014. Additionally, in the years ended December 31, 2015 and 2014, $1.0 million and $1.5 million , respectively, of incentive unit expense was allocated to the Water Assets by Rice Energy and is reflected in the consolidated financial statements. 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 will be allocated to the Partnership by Rice Energy. However, incentive unit expense includes amounts allocated to the Water Assets from Rice Energy for periods subsequent to the IPO through the acquisition date. |
Financial Information by Busine
Financial Information by Business Segment | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment The Partnership operates in two business segments: (i) gathering and compression and (ii) water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy and third parties in the Appalachian Basin. The water services segment is engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income, which is defined as segment operating revenues less expenses. Other income and expenses, interest and income taxes are managed on a consolidated basis. The segment accounting policies are the same as those described in Note 1 to these consolidated financial statements. The operating results and assets of the Partnership’s reportable segments were as follows as of and for the years ended December 31, 2015 , 2014 and 2013 . Year Ended December 31, 2015 (in thousands) Gathering and Compression Water Services Consolidated Total Operating revenues: Affiliate $ 61,180 $ 32,488 $ 93,668 Third-party 16,031 4,760 20,791 Total operating revenues 77,211 37,248 114,459 Operating expenses: Operation and maintenance expense 6,006 8,904 14,910 General and administrative expense 13,886 4,009 17,895 Incentive unit expense — 1,044 1,044 Depreciation expense 6,310 10,089 16,399 Amortization of intangible assets 1,632 — 1,632 Other expense 492 51 543 Total operating expenses 28,326 24,097 52,423 Operating income $ 48,885 $ 13,151 $ 62,036 Segment assets $ 547,810 $ 141,980 $ 689,790 Goodwill $ 39,142 $ — $ 39,142 Capital expenditures for segment assets $ 149,706 $ 98,757 $ 248,463 Year Ended December 31, 2014 (in thousands) Gathering and Compression Water Services Consolidated Total Operating revenues: Affiliate $ 1,863 $ — $ 1,863 Third-party 4,585 — 4,585 Total operating revenues 6,448 — 6,448 Operating expenses: Operation and maintenance expense 3,956 817 4,773 General and administrative expense 10,598 1,324 11,922 Incentive unit expense 11,974 1,506 13,480 Depreciation expense 2,856 1,309 4,165 Acquisition costs 1,519 — 1,519 Amortization of intangible assets 1,156 — 1,156 Total operating expenses 32,059 4,956 37,015 Operating loss $ (25,611 ) $ (4,956 ) $ (30,567 ) Segment assets $ 399,295 $ 43,796 $ 443,091 Goodwill $ 39,142 $ — $ 39,142 Capital expenditures for segment assets $ 138,151 $ 31,675 $ 169,826 Year Ended December 31, 2013 (in thousands) Gathering and Compression Water Services Consolidated Total Operating revenues: Affiliate $ 498 $ — $ 498 Total operating revenues 498 — 498 Operating expenses: Operation and maintenance expense 1,251 161 1,412 General and administrative expense 2,677 427 3,104 Depreciation expense 587 603 1,190 Total operating expenses 4,515 1,191 5,706 Operating loss $ (4,017 ) $ (1,191 ) $ (5,208 ) Segment assets $ 61,950 $ 12,495 $ 74,445 Capital expenditures for segment assets $ 37,987 $ 6,257 $ 44,244 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 13, 2016, the Partnership entered into the First Amendment to the revolving credit facility which modified the definition of Acquisition Period to allow Rice Midstream OpCo to elect in its sole discretion to commence an Acquisition Period when a material acquisition has been consummated. Prior to giving effect to the First Amendment, an Acquisition Period would commence automatically upon consummation of a material acquisition. On January 22, 2016 , the Board of Directors of our general partner declared a cash distribution to our unitholders for the fourth quarter of 2015 of $0.1965 per common and subordinated unit. The cash distribution was paid on February 11, 2016 to unitholders of record at the close of business on February 2, 2016 . |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The Partnership’s quarterly financial information for the years ended December 31, 2015 and 2014 is as follows (in thousands, except per unit data): Year ended December 31, 2015: (1) First quarter (3) Second quarter (3) Third quarter Fourth quarter Operating revenues $ 26,511 $ 28,560 $ 30,075 $ 29,314 Operating expenses 11,025 11,794 14,065 15,539 Operating income 15,486 16,766 16,010 13,775 Net income $ 12,924 $ 13,790 $ 13,260 $ 12,521 Net income per limited partner unit - basic (2) $ 0.16 $ 0.21 $ 0.21 $ 0.18 Net income per limited partner unit - diluted (2) $ 0.16 $ 0.21 $ 0.21 $ 0.18 Year ended December 31, 2014: (1) First quarter Second quarter Third quarter Fourth quarter Operating revenues $ 66 $ 1,393 $ 1,621 $ 3,369 Operating expenses 9,402 7,383 10,922 9,307 Operating loss (9,336 ) (5,990 ) (9,301 ) (5,938 ) Net loss $ (9,928 ) $ (6,583 ) $ (9,880 ) $ (4,937 ) Net income per limited partner unit - basic (2) N/A N/A N/A $ 0.02 Net income per limited partner unit - diluted (2) N/A N/A N/A $ 0.02 (1) The sum of quarterly data in some cases may not equal the yearly total due to rounding. (2) Net income per limited partner unit is presented only for the period subsequent to the IPO. (3) The Partnership’s quarterly financial information for the first and second quarters of 2015 have been recast to reflect the results of operations of the Water Assets. The results of operations of the Water Assets for the first and second quarters of 2015 are presented below. Year ended December 31, 2015: First quarter Second quarter Operating revenues $ 10,345 $ 8,830 Operating expenses 4,461 4,997 Operating income 5,884 3,833 Net income $ 3,855 $ 1,458 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies and Related Matters (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Combination of Entities under Common Control | The acquisition was accounted for as a combination of entities under common control, and as such, the Partnership’s consolidated financial statements have been retrospectively recast for all periods prior to November 1, 2015, the effective date of acquisition of the Water Assets, to include the historical results of the Water Assets. Our Predecessor included certain fresh water distribution assets and operations in Pennsylvania that were distributed to Rice Midstream Holdings LLC (“Rice Midstream Holdings”) concurrently with the closing of the Partnership’s IPO. These fresh water distribution assets are included as part of the Water Assets that were acquired on November 4, 2015, and as such, the historical results related to those operations are included for all periods presented. |
Basis of Presentation | The consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All intercompany transactions have been eliminated in consolidation. Transactions between the Partnership and Rice Energy have been identified in the Consolidated Financial Statements as transactions between related parties and are discussed in further detail in Note 9. As it relates to the Predecessor, the consolidated financial statements have been prepared, prior to December 22, 2014, 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 consolidated financial statements. Additionally, in connection with the IPO, Rice Energy was assigned all cash and cash equivalents, accounts receivable, accounts payable and accrued capital expenditures by our Predecessor on December 22, 2014. Subsequent to the Partnership’s IPO, the consolidated financial statements include the accounts of the Partnership and its subsidiaries: Rice Midstream OpCo LLC (“Rice Midstream OpCo”) and Rice Poseidon. Additionally, the consolidated financial statements include the historical results of the Water Assets. Transactions between the Partnership and Rice Energy have been identified in the consolidated financial statements as transactions between related parties. The Partnership does not have any employees. Operational support for the Partnership is provided by Rice Energy. Rice Energy’s employees manage and conduct the Partnership’s daily business operations. The Partnership’s cost of doing business incurred by Rice Energy on behalf of the Partnership have been reflected in the accompanying consolidated financial statements. These costs include general and administrative expenses allocated by Rice Energy to the Partnership in exchange for: • business services, such as payroll, accounts payable and facilities management; • corporate services, such as finance and accounting, legal, human resources and public and regulatory policy; and • employee compensation. |
Nature of Business and Segment Reporting | Nature of Business The Partnership is a fee-based, growth-oriented limited partnership formed by Rice Energy to own, operate, develop and acquire midstream assets in the Appalachian Basin. The Partnership provides midstream services to Rice Energy and third parties within three counties in the Appalachian Basin through two primary segments: the gathering and compression segment and the water services segment. Gathering and compression segment. The Partnership’s gas gathering assets consist of a high-pressure dry gas gathering system and associated compression in Washington County, Pennsylvania and a high-pressure dry gas gathering system in Greene County, Pennsylvania. The Partnership provides gas gathering and compression services under long-term, fixed-fee contracts, to Rice Energy and third parties. Water services segment. The Partnership’s water services assets consist of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities which are used to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in Washington and Greene Counties, Pennsylvania and Belmont County, Ohio. The Partnership provides water services under long-term, fee-based contracts, to Rice Energy and third parties. Segment Reporting Business segments are components of the Partnership for which separate financial information is produced internally and are subject to evaluation by the Partnership’s chief operating decision maker in deciding how to allocate resources. The Partnership reports its operations in two segments: (i) gathering and compression and (ii) water services, which reflect its lines of business. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income. All of the Partnership’s operating revenues, income from operations and assets are located in the United States. See Note 10 for additional information regarding segment reporting. |
Use of Estimates | Use of Estimates The Partnership prepares its consolidated financial statements in conformity with GAAP, which require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition Revenues relating to the gathering and compression of natural gas and relating to water services are recognized in the period service is provided. Under these arrangements, the Partnership receives a fee or fees for services provided. The revenue the Partnership recognizes from gathering and compression services is generally directly related to the volume of natural gas that flows through its systems and revenue the Partnership recognizes from water services is generally directly related to the volume of water that is delivered, recycled or disposed of. |
Cash | Cash The Partnership maintains cash at financial institutions which may at times exceed federally insured amounts and which may at times significantly exceed consolidated balance sheet amounts due to outstanding checks. The Partnership has no other accounts that are considered cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at their historical carrying amount. The Partnership extends credit to parties in the normal course of business based upon management’s assessment of their creditworthiness. An allowance is provided for those accounts for which collection is estimated as doubtful; uncollectible accounts are written off and charged against the allowance. In estimating the allowance, management considers, among other things, how recently and how frequently payments have been received and the financial position of the party. There was no allowance recorded for any of the years presented in the consolidated financial statements. |
Asset Retirement Obligations | Asset Retirement Obligations The Partnership operates and maintains its gathering systems and it intends to do so as long as supply and demand for natural gas exists, which the Partnership expects for the foreseeable future. Therefore, no asset retirement obligation has been recorded for its gathering systems as the Partnership believes that these assets have indeterminate useful lives. |
Interest | Interest The Partnership capitalizes interest on expenditures for significant capital projects while activities are in progress to bring the assets to their intended use. Upon completion of construction of the asset, the associated capitalized interest costs are included within the Partnership’s asset base and depreciated accordingly. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost and is being depreciated over estimated useful lives on a straight-line basis. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Partnership evaluates the ability to recover the carrying amount of long-lived assets and determine whether such long-lived assets have been impaired. Impairment exists when the carrying amount of an asset exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset’s carrying amount over its estimated fair value, such that the asset’s carrying amount is adjusted to its estimated fair value with an offsetting charge to impairment expense. Fair value represents the estimated price between market participants to sell an asset in the principal or most advantageous market for the asset, based on assumptions a market participant would make. When warranted, management assesses the fair value of long-lived assets using commonly accepted techniques and may use more than one source in making such assessments. Sources used to determine fair value include, but are not limited to, recent third-party comparable sales, internally developed discounted cash flow analyses and analyses from outside advisors. Significant changes, such as changes in contract rates or terms, the condition of an asset, or management’s intent to utilize the asset, generally require management to reassess the cash flows related to long-lived assets. A reduction of carrying value of fixed assets would represent a Level 3 fair value measure. No impairments for such assets have recorded for the years presented herein. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Partnership evaluates goodwill for impairment at least annually during the fourth quarter, or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Impairment testing for goodwill is performed at the reporting unit level. The Partnership identifies its operations within two reporting units: 1) Gathering and Compression and 2) Water Services (which had not been ascribed goodwill as of December 31, 2015 and 2014). As a result of the acquisition of the remaining 50% interest in Alpha Holdings in its Marcellus joint venture, the Gathering and Compression reporting unit was allocated $39.1 million of goodwill. In estimating the fair value of the Partnership’s Gathering and Compression reporting unit as part of step one of the annual goodwill impairment test, the Partnership used the income approach and the market approach. The Partnership employed the discounted cash flow method within the income approach which uses significant inputs not observable in the public market (Level 3). Key inputs within the income approach include estimates and assumptions related to future throughput volumes, operating costs, capital spending and changes in working capital. The Partnership employed the guideline public company method within the market approach which considers market multiples derived from market prices of publicly traded stocks of companies engaged in similar lines of business. Estimating fair value requires considerable judgment and determining fair value is sensitive to changes in assumptions impacting management’s estimates of the future financial results. Although the Partnership believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate, different assumptions and estimates could materially impact the calculated fair value. Additionally, actual future results could differ from our current estimates and assumptions. The Partnership elected the option to default immediately to the first step of the annual goodwill impairment test. There were no impairments recorded related to the Gathering and Compression reporting unit as a result of the annual goodwill impairment test. Intangible assets are comprised of customer contracts acquired in the Momentum Acquisition based upon the estimated fair value of the assets at the acquisition date. The customer contracts acquired had an initial contract terms of 10 years with five and one year renewal options. Based upon management’s understanding of the life of the underlying reserves and the geographically advantaged location of the acquired midstream assets, it has been determined that the customer contracts will have a useful life of 30 years. The assets are being amortized using a straight-line method |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are amortized on a straight-line basis, which approximates the interest method, over the term of the related agreement. |
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. 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. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. ASU 2014-09 explains that the core principle of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and defines a five step process to achieve this core principle. The five step process is to (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the entity satisfies a performance obligation. More judgement and estimates may be required within the new revenue recognition process than are required under existing U.S. GAAP. 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 using either a full retrospective approach reflecting the application of the standard in each prior reporting period or a retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption. 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 will adopt ASU 2015-02 in the first quarter of 2016. The Partnership does not anticipate adoption of the standard to impact prior conclusions as to whether or not its subsidiaries are consolidated in the consolidated 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 Securities and Exchange Commission (“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 will adopt ASU 2015-15 in the first quarter of 2016 and present debt issuance costs associated with the Partnership’s revolving credit facility (defined in Note 3) as an asset named deferred financing costs, net in our consolidated balance sheets. Additionally, the Partnership will utilize the guidance in ASU 2015-03 for the presentation of debt issuance costs that are the result of an issuance of future debt. 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 has adopted this guidance in the current period with no effects on previously issued consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies and Related Matters (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Components of Interest Incurred | The following table summarizes the components of the Partnership’s interest incurred for the years ended December 31, 2015 , 2014 and 2013 : (in thousands) 2015 2014 2013 Interest incurred: Interest expensed $ 3,164 $ 13,571 $ 3,804 Interest capitalized 222 402 1,324 Total incurred $ 3,386 $ 13,973 $ 5,128 |
Property, Plant and Equipment | The following table provides detail of property and equipment presented in the consolidated balance sheets at December 31, 2015 and 2014 . Years Ended December 31, (in thousands) 2015 2014 Natural gas gathering assets $ 453,537 $ 251,075 Natural gas gathering assets in progress 540 32,783 Accumulated depreciation (10,725 ) (3,861 ) Natural gas gathering assets, net 443,352 279,997 Water service assets 144,686 35,186 Water service assets in progress 1,324 11,707 Accumulated depreciation (12,014 ) (3,099 ) Water service assets, net 133,996 43,794 Other property and equipment, net 678 80 Property and equipment, net $ 578,026 $ 323,871 |
Schedule of Intangible Assets and Goodwill | Goodwill and intangible assets for the years ended December 31, 2015 and 2014 are detailed below. (in thousands) Goodwill Customer Contracts Balance, December 31, 2013 $ — $ — Additions 39,142 48,947 Accumulated amortization — (1,156 ) Balance, December 31, 2014 39,142 47,791 Accumulated amortization — (1,632 ) Balance, December 31, 2015 $ 39,142 $ 46,159 |
Phantom Unit Awards (Tables)
Phantom Unit Awards (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Phantom Share Units (PSUs) Activity | The following table summarizes the activity for the equity-based awards during the years ended December 31, 2015 and 2014 . Number of units Weighted average grant date fair value Total unvested, January 1, 2014 — $ — Granted 434,094 16.50 Vested — — Forfeited — — Total unvested - December 31, 2014 434,094 $ 16.50 Granted 18,196 16.87 Vested (242 ) 16.50 Forfeited (19,420 ) 16.50 Total unvested - December 31, 2015 432,628 $ 16.52 |
Nonvested Phantom Share Units Activity | The following table details the scheduled vesting of the unvested equity-based awards at December 31, 2015 . Vesting Date Number of units 2016 432,628 432,628 |
Net Income per Limited Partne22
Net Income per Limited Partner Unit and Cash Distributions (Tables) | 12 Months Ended |
Dec. 31, 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 and to the Water Assets for periods prior to their acquisition on November 4, 2015 are not allocated to the limited partners for purposes of calculating net income per limited partner unit. (in thousands, except unit data) Year Ended December 31, 2015 Year Ended December 31, 2014 Net income (loss) $ 52,495 $ (31,328 ) Less: Pre-IPO net loss allocated to parent — (27,787 ) Less: Pre-acquisition net income (loss) allocated to general partner (1) 7,296 (4,703 ) Limited partner net income $ 45,199 $ 1,162 Net income allocable to common units $ 23,340 $ 581 Net income allocable to subordinated units 21,859 581 Limited partner net income $ 45,199 $ 1,162 Weighted-average limited partner units outstanding - basic: Common units 30,700,864 28,753,623 Subordinated units 28,753,623 28,753,623 Total 59,454,487 57,507,246 Weighted-average limited partner units outstanding - diluted: Common units 30,807,972 28,755,346 Subordinated units 28,753,623 28,753,623 Total 59,561,595 57,508,969 Net income per limited partner unit - basic: Common units $ 0.76 $ 0.02 Subordinated units 0.76 0.02 Total $ 0.76 $ 0.02 Net income per limited partner unit - diluted: Common units $ 0.76 $ 0.02 Subordinated units 0.76 0.02 Total $ 0.76 $ 0.02 (1) Pre-acquisition net loss allocated to the general partner relates to operations of the Water Assets for periods prior to the acquisition on November 4, 2015. |
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 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% The Board of Directors of the Company’s general partner declared the following cash distributions to the Company’s unitholders for the periods presented. Quarters Ended Total Quarterly Distribution per Unit Date of Distribution December 31, 2014 (1) $ 0.0204 February 20, 2015 March 31, 2015 0.1875 May 14, 2015 June 30, 2015 0.1905 August 13, 2015 September 30, 2015 0.1935 November 12, 2015 December 31, 2015 0.1965 February 11, 2016 (1) The Partnership cash distribution related to the fourth quarter of 2014 was prorated for the 10-day period subsequent to the closing of the Partnership’s IPO on December 22, 2014. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax benefit for the period from January 29, 2014 to December 21, 2014 for the Predecessor (not including the fresh water distribution assets and operations in Pennsylvania that were distributed to Rice Midstream Holdings concurrently with the closing of the Partnership’s IPO) and from January 29, 2014 to December 31, 2014 for the Water Assets, are as follows: December 31, (in thousands) 2015 2014 Current tax expense (benefit): Federal $ 3,720 $ — State 704 — Total 4,424 — Deferred tax expense (benefit): Federal 986 (9,809 ) State 402 (3,111 ) Total 1,388 (12,920 ) Total income tax benefit $ 5,812 $ (12,920 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense differs from amounts computed at the federal statutory rate of 35% on pre-tax income as follows: December 31, (in thousands) 2015 2014 Tax at statutory rate $ 18,150 $ (15,488 ) State income taxes 719 (2,022 ) Incentive unit expense 365 4,718 Equity compensation expense 140 — Partnership net income not subject to taxes (13,562 ) (366 ) Permanent difference — 238 Income tax expense (benefit) $ 5,812 $ (12,920 ) Effective tax rate 10.0 % 29.2 % |
Financial Information by Busi24
Financial Information by Business Segment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The operating results and assets of the Partnership’s reportable segments were as follows as of and for the years ended December 31, 2015 , 2014 and 2013 . Year Ended December 31, 2015 (in thousands) Gathering and Compression Water Services Consolidated Total Operating revenues: Affiliate $ 61,180 $ 32,488 $ 93,668 Third-party 16,031 4,760 20,791 Total operating revenues 77,211 37,248 114,459 Operating expenses: Operation and maintenance expense 6,006 8,904 14,910 General and administrative expense 13,886 4,009 17,895 Incentive unit expense — 1,044 1,044 Depreciation expense 6,310 10,089 16,399 Amortization of intangible assets 1,632 — 1,632 Other expense 492 51 543 Total operating expenses 28,326 24,097 52,423 Operating income $ 48,885 $ 13,151 $ 62,036 Segment assets $ 547,810 $ 141,980 $ 689,790 Goodwill $ 39,142 $ — $ 39,142 Capital expenditures for segment assets $ 149,706 $ 98,757 $ 248,463 Year Ended December 31, 2014 (in thousands) Gathering and Compression Water Services Consolidated Total Operating revenues: Affiliate $ 1,863 $ — $ 1,863 Third-party 4,585 — 4,585 Total operating revenues 6,448 — 6,448 Operating expenses: Operation and maintenance expense 3,956 817 4,773 General and administrative expense 10,598 1,324 11,922 Incentive unit expense 11,974 1,506 13,480 Depreciation expense 2,856 1,309 4,165 Acquisition costs 1,519 — 1,519 Amortization of intangible assets 1,156 — 1,156 Total operating expenses 32,059 4,956 37,015 Operating loss $ (25,611 ) $ (4,956 ) $ (30,567 ) Segment assets $ 399,295 $ 43,796 $ 443,091 Goodwill $ 39,142 $ — $ 39,142 Capital expenditures for segment assets $ 138,151 $ 31,675 $ 169,826 Year Ended December 31, 2013 (in thousands) Gathering and Compression Water Services Consolidated Total Operating revenues: Affiliate $ 498 $ — $ 498 Total operating revenues 498 — 498 Operating expenses: Operation and maintenance expense 1,251 161 1,412 General and administrative expense 2,677 427 3,104 Depreciation expense 587 603 1,190 Total operating expenses 4,515 1,191 5,706 Operating loss $ (4,017 ) $ (1,191 ) $ (5,208 ) Segment assets $ 61,950 $ 12,495 $ 74,445 Capital expenditures for segment assets $ 37,987 $ 6,257 $ 44,244 |
Quarterly Financial Informati25
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The Partnership’s quarterly financial information for the years ended December 31, 2015 and 2014 is as follows (in thousands, except per unit data): Year ended December 31, 2015: (1) First quarter (3) Second quarter (3) Third quarter Fourth quarter Operating revenues $ 26,511 $ 28,560 $ 30,075 $ 29,314 Operating expenses 11,025 11,794 14,065 15,539 Operating income 15,486 16,766 16,010 13,775 Net income $ 12,924 $ 13,790 $ 13,260 $ 12,521 Net income per limited partner unit - basic (2) $ 0.16 $ 0.21 $ 0.21 $ 0.18 Net income per limited partner unit - diluted (2) $ 0.16 $ 0.21 $ 0.21 $ 0.18 Year ended December 31, 2014: (1) First quarter Second quarter Third quarter Fourth quarter Operating revenues $ 66 $ 1,393 $ 1,621 $ 3,369 Operating expenses 9,402 7,383 10,922 9,307 Operating loss (9,336 ) (5,990 ) (9,301 ) (5,938 ) Net loss $ (9,928 ) $ (6,583 ) $ (9,880 ) $ (4,937 ) Net income per limited partner unit - basic (2) N/A N/A N/A $ 0.02 Net income per limited partner unit - diluted (2) N/A N/A N/A $ 0.02 (1) The sum of quarterly data in some cases may not equal the yearly total due to rounding. (2) Net income per limited partner unit is presented only for the period subsequent to the IPO. (3) The Partnership’s quarterly financial information for the first and second quarters of 2015 have been recast to reflect the results of operations of the Water Assets. The results of operations of the Water Assets for the first and second quarters of 2015 are presented below. Year ended December 31, 2015: First quarter Second quarter Operating revenues $ 10,345 $ 8,830 Operating expenses 4,461 4,997 Operating income 5,884 3,833 Net income $ 3,855 $ 1,458 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies and Related Matters (Narrative) (Details) $ in Thousands | Nov. 04, 2015subsidiary | Dec. 31, 2015USD ($)countybusiness_segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jan. 29, 2014 | Jan. 28, 2014 | |||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Goodwill | $ 39,142 | [1] | $ 39,142 | [1] | $ 0 | ||||
Number of business segments | business_segment | 2 | ||||||||
Accumulated amortization | $ 600 | ||||||||
Amortization of deferred finance costs | [2],[3] | 576 | 0 | $ 0 | |||||
Water Services | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Goodwill | 0 | 0 | |||||||
Asset retirement obligations | 3,000 | 1,900 | |||||||
Gathering and Compression | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Goodwill | $ 39,142 | $ 39,142 | |||||||
Appalachian Basin | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of counties | county | 3 | ||||||||
Net Assets, Geographic Area | Appalachian Basin | Appalachian Basin | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of counties | county | 3 | ||||||||
Gathering revenues | Customer Concentration Risk | Single Third Party Customer | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of Partnership's gathering revenues | 21.00% | ||||||||
Rice Energy | Gathering revenues | Customer Concentration Risk | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of Partnership's gathering revenues | 79.00% | ||||||||
Alpha Shale Joint Venture | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of voting interests acquired | 50.00% | ||||||||
Alpha Shale Joint Venture | Gathering and Compression | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Goodwill | $ 39,100 | ||||||||
Water Assets | Subsidiary of Common Parent | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of subsidiaries acquired | subsidiary | 2 | ||||||||
Predecessor | Alpha Shale Joint Venture | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of voting interests acquired | 50.00% | ||||||||
Equity investment ownership percentage | 50.00% | ||||||||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||
[2] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||
[3] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies and Related Matters (Schedule of Interest Incurred) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Interest incurred: | |||
Interest expensed | $ 3,164 | $ 13,571 | $ 3,804 |
Interest capitalized | 222 | 402 | 1,324 |
Total incurred | $ 3,386 | $ 13,973 | $ 5,128 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies and Related Matters (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | [1] | $ 578,026 | $ 323,871 |
Gathering Pipelines and Compressor Stations | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 60 years | ||
Water Pipelines, Pumping Stations, and Impoundment Facilities | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years | ||
Water Pipelines, Pumping Stations, and Impoundment Facilities | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 15 years | ||
Natural gas gathering assets, net | |||
Property, Plant and Equipment [Line Items] | |||
Natural gas gathering assets | $ 453,537 | 251,075 | |
Accumulated depreciation | (10,725) | (3,861) | |
Natural gas gathering assets, net | 443,352 | 279,997 | |
Water service assets, net | |||
Property, Plant and Equipment [Line Items] | |||
Water assets | 144,686 | 35,186 | |
Accumulated depreciation | (12,014) | (3,099) | |
Property and equipment, net | 133,996 | 43,794 | |
Water service assets in progress | |||
Property, Plant and Equipment [Line Items] | |||
Natural gas gathering assets | 540 | 32,783 | |
Water assets | 1,324 | 11,707 | |
Other property and equipment, net | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 678 | $ 80 | |
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies and Related Matters (Schedule of Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangibles | [1],[2] | $ 1,632 | $ 1,156 | $ 0 | ||
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | 39,142 | [3] | 0 | |||
Additions | 39,142 | |||||
Goodwill, Ending Balance | 39,142 | [3] | 39,142 | [3] | 0 | |
Finite-lived Intangible Assets [Roll Forward] | ||||||
Amortization of intangible assets | [1],[2] | (1,632) | (1,156) | 0 | ||
Customer contracts | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangibles | 1,632 | 1,156 | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Customer contracts, Beginning Balance | 47,791 | 0 | ||||
Additions | 48,947 | |||||
Amortization of intangible assets | (1,632) | (1,156) | ||||
Customer contracts, Ending Balance | $ 46,159 | 47,791 | $ 0 | |||
Momentum Acquisition | Customer contracts | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Initial contract terms of customer contracts | 10 years | |||||
Useful life of customer contracts | 30 years | |||||
Amortization of intangibles | $ 1,600 | 1,200 | ||||
2,016 | 1,600 | |||||
2,017 | 1,600 | |||||
2,018 | 1,600 | |||||
2,019 | 1,600 | |||||
2,020 | 1,600 | |||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Amortization of intangible assets | $ (1,600) | $ (1,200) | ||||
Momentum Acquisition | Maximum | Customer contracts | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Duration of renewal options | 5 years | |||||
Momentum Acquisition | Minimum | Customer contracts | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Duration of renewal options | 1 year | |||||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||||
[2] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||||
[3] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - Water Assets - Subsidiary of Common Parent gal in Millions, $ in Millions | Nov. 04, 2015USD ($)gal |
Business Acquisition [Line Items] | |
Aggregate purchase price | $ 200 |
Increase in conveyed systems' capacities | gal | 5 |
Amount of earn out provision | $ 25 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - Revolving Credit Facility | Dec. 22, 2014USD ($) | Dec. 31, 2015USD ($) |
Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee based on undrawn commitment (basis points) | 0.35% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee based on undrawn commitment (basis points) | 0.50% | |
London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Applicable margin (basis points) | 1.75% | |
London Interbank Offered Rate (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Applicable margin (basis points) | 2.75% | |
Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Applicable margin (basis points) | 0.50% | |
One Month Eurodollar | ||
Debt Instrument [Line Items] | ||
Applicable margin (basis points) | 1.00% | |
One Month Eurodollar, Additional Margin | Minimum | ||
Debt Instrument [Line Items] | ||
Applicable margin (basis points) | 0.75% | |
One Month Eurodollar, Additional Margin | Maximum | ||
Debt Instrument [Line Items] | ||
Applicable margin (basis points) | 1.75% | |
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 | $ 143,000,000 | |
Average daily balance of the credit facility | $ 46,900,000 | |
Weighted average annual interest rate percentage | 2.00% | |
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 | |
Wells Fargo Bank, N.A. | Letter of Credit | ||
Debt Instrument [Line Items] | ||
Maximum credit amount | $ 50,000,000 | |
Borrowings outstanding | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Compression equipment - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | ||
Future payments for equipment | $ 5.3 | |
2,016 | 1.6 | |
2,017 | 0.9 | |
2,018 | 0.9 | |
2,019 | 0.9 | |
2,020 | 0.3 | |
Thereafter | 0.7 | |
Operation and Maintenance Expense | ||
Other Commitments [Line Items] | ||
Rent expense | $ 1.7 | $ 0.8 |
Partners' Capital (Details)
Partners' Capital (Details) - USD ($) $ in Thousands | Nov. 10, 2015 | Dec. 22, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Subsidiary, Sale of Stock [Line Items] | |||||||
Equity interest retained in partnership (percentage) | 41.00% | ||||||
Common units sold in private placement | 13,409,961 | ||||||
Issuance of common units, net of offering costs | $ 175,000 | $ 171,902 | [1] | ||||
Underwriting discounts and commissions | [2] | $ 129 | $ 2,396 | $ 0 | |||
Net proceeds received from private placement | 171,900 | ||||||
Common | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common and Subordinated units outstanding | [3] | 42,163,749 | 28,753,623 | ||||
Subordinated | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common and Subordinated units outstanding | [3] | 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 | $ 444,100 | ||||||
Proceeds distributed to Rice Energy | 414,400 | ||||||
Proceeds retained to pre-fund certain maintenance capital expenditures | 25,000 | ||||||
Proceeds retained to pay expenses of IPO | 2,000 | ||||||
Proceeds used to pay origination fees associated with the credit agreement | $ 2,700 | ||||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Underwriting discounts and commissions | $ 3,100 | ||||||
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 | ||||||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||
[2] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||
[3] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Phantom Unit Awards (Details)
Phantom Unit Awards (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 22, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 |
General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity compensation expense | $ 4.5 | $ 0.8 | |||
Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units available to be granted | 5,000,000 | 5,000,000 | |||
Unrecorded compensation expense | $ 3 | ||||
Number of units | |||||
Total unvested, beginning balance | 432,628 | 434,094 | 0 | 0 | |
Granted | 18,196 | 434,094 | |||
Vested | (242) | 0 | |||
Forfeited | (19,420) | 0 | |||
Total unvested, ending balance | 432,628 | 434,094 | |||
Weighted average grant date fair value | |||||
Total unvested, beginning balance | $ 16.52 | $ 16.50 | $ 0 | $ 0 | |
Granted | 16.87 | 16.50 | |||
Vested | 16.50 | 0 | |||
Forfeited | 16.50 | 0 | |||
Total unvested, ending balance | $ 16.52 | $ 16.50 | |||
Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | Scenario, Forecast | |||||
Number of units | |||||
Vested | (432,628) | ||||
Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity compensation expense | $ 4.1 | $ 0.1 | |||
Minimum | Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Maximum | Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years |
Net Income per Limited Partne35
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 | 10 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2015 | [1] | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1],[2] | Mar. 31, 2015 | [1],[2] | Dec. 31, 2014 | [1] | Sep. 30, 2014 | [1] | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Nov. 04, 2015 | [4] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | [4] | Dec. 31, 2013 | [3],[4] | ||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||||||||||||||
Net income (loss) | $ 12,521 | $ 13,260 | $ 13,790 | $ 12,924 | $ (4,937) | $ (9,880) | $ (6,583) | $ (9,928) | $ 52,495 | [3],[4] | $ (31,328) | [3],[4] | $ (27,787) | $ (9,012) | |||||||||||||
Less: Pre-acquisition net income (loss) allocated to general partner | $ 7,296 | 7,296 | [5] | (4,703) | [5] | $ (4,703) | [6] | ||||||||||||||||||||
Limited partner net income | [4],[5] | $ 45,199 | $ 1,162 | ||||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | 59,454,487 | 57,507,246 | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | 59,561,595 | 57,508,969 | |||||||||||||||||||||||||
Net income per limited partner unit - basic: | |||||||||||||||||||||||||||
Net income per limited partner unit - basic: | $ 0.18 | [7] | $ 0.21 | [7] | $ 0.21 | [7] | $ 0.16 | [7] | $ 0.02 | [7] | $ 0.76 | $ 0.02 | |||||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||||||||||||||||
Net income per limited partner unit - diluted: | $ 0.18 | [7] | $ 0.21 | [7] | $ 0.21 | [7] | $ 0.16 | [7] | $ 0.02 | [7] | $ 0.76 | $ 0.02 | |||||||||||||||
Common | |||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||||||||||||||
Limited partner net income | $ 23,340 | $ 581 | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | 30,700,864 | 28,753,623 | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | 30,807,972 | 28,755,346 | |||||||||||||||||||||||||
Net income per limited partner unit - basic: | |||||||||||||||||||||||||||
Net income per limited partner unit (basic and diluted): | [4],[8] | $ 0.76 | $ 0.02 | ||||||||||||||||||||||||
Net income per limited partner unit - basic: | 0.76 | 0.02 | |||||||||||||||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||||||||||||||||
Net income per limited partner unit - diluted: | $ 0.76 | $ 0.02 | |||||||||||||||||||||||||
Subordinated | |||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||||||||||||||
Limited partner net income | $ 21,859 | $ 581 | |||||||||||||||||||||||||
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 and diluted): | [4],[8] | $ 0.76 | $ 0.02 | ||||||||||||||||||||||||
Net income per limited partner unit - basic: | 0.76 | 0.02 | |||||||||||||||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||||||||||||||||
Net income per limited partner unit - diluted: | $ 0.76 | $ 0.02 | |||||||||||||||||||||||||
[1] | The sum of quarterly data in some cases may not equal the yearly total due to rounding. | ||||||||||||||||||||||||||
[2] | The Partnership’s quarterly financial information for the first and second quarters of 2015 have been recast to reflect the results of operations of the Water Assets. The results of operations of the Water Assets for the first and second quarters of 2015 are presented below. Year ended December 31, 2015: First quarter Second quarter Operating revenues$10,345 $8,830Operating expenses4,461 4,997Operating income5,884 3,833Net income$3,855 $1,458 | ||||||||||||||||||||||||||
[3] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||||||||||||||||||||
[4] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||||||||||||||||||||
[5] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||||||||||||||||||||
[6] | Pre-acquisition net loss allocated to the general partner relates to operations of the Water Assets for periods prior to the acquisition on November 4, 2015. | ||||||||||||||||||||||||||
[7] | Net income per limited partner unit is presented only for the period subsequent to the IPO. | ||||||||||||||||||||||||||
[8] | Net income per limited partner unit is presented only for the period subsequent to the Partnership’s initial public offering and does not include results attributable to the Water Assets prior to their acquisition as these results are not attributable to limited partners of the Partnership. |
Net Income per Limited Partne36
Net Income per Limited Partner Unit and Cash Distributions (Incentive Distribution Rights) (Details) - $ / shares | Feb. 11, 2016 | Nov. 12, 2015 | Aug. 13, 2015 | May. 14, 2015 | Feb. 20, 2015 | [1] | Dec. 31, 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 per unit | $ 0.1875 | ||||||
Annualized distribution per unit | $ 0.75 | ||||||
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% | ||||||
Total Quarterly Distribution per Unit | $ 0.1935 | $ 0.1905 | $ 0.1875 | $ 0.0204 | |||
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 | ||||||
Subsequent Event | |||||||
Incentive Distribution Rights Holders | |||||||
Total Quarterly Distribution per Unit | $ 0.1965 | ||||||
[1] | The Partnership cash distribution related to the fourth quarter of 2014 was prorated for the 10-day period subsequent to the closing of the Partnership’s IPO on December 22, 2014. |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | Nov. 01, 2015 | Jan. 29, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes [Line Items] | ||||
Federal statutory rate | 35.00% | |||
Water Assets | ||||
Income Taxes [Line Items] | ||||
Net deferred tax liability | $ 1.9 | |||
Deferred tax asset related net operating loss carryforward | 3 | |||
Deferred tax liability for tax depreciation in excess of book depreciation | $ 4.9 | |||
Deferred Tax Liability Eliminated through Equity | Water Assets | ||||
Income Taxes [Line Items] | ||||
Tax impact of acquisition of Water Assets | $ 7.7 | |||
Deferred Tax Liability Eliminated through Equity | IPO | ||||
Income Taxes [Line Items] | ||||
Tax impact of parent initial public offering | $ 6.4 |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Income Tax Provision) (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | [1] | Dec. 31, 2013 | [1] | ||
Current tax expense (benefit): | |||||||
Federal | $ 0 | $ 3,720 | |||||
State | 0 | 704 | |||||
Total | 0 | 4,424 | |||||
Deferred tax expense (benefit): | |||||||
Federal | (9,809) | 986 | |||||
State | (3,111) | 402 | |||||
Total | (12,920) | 1,388 | |||||
Total income tax benefit | $ (12,920) | $ 5,812 | [1] | $ (12,920) | $ 0 | ||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Income Taxes (Schedule of Effec
Income Taxes (Schedule of Effective Income Tax Rate) (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | [1] | Dec. 31, 2013 | [1] | ||
Income Tax Disclosure [Abstract] | |||||||
Tax at statutory rate | $ (15,488) | $ 18,150 | |||||
State income taxes | (2,022) | 719 | |||||
Incentive unit expense | 4,718 | 365 | |||||
Equity compensation expense | 0 | 140 | |||||
Partnership net income not subject to taxes | (366) | (13,562) | |||||
Permanent difference | 238 | 0 | |||||
Total income tax benefit | $ (12,920) | $ 5,812 | [1] | $ (12,920) | $ 0 | ||
Effective tax rate | 29.20% | 10.00% | |||||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Related Party Transactions (Det
Related Party Transactions (Details) a in Thousands, MMBTU in Thousands | Nov. 04, 2015 | Dec. 31, 2014USD ($) | Dec. 22, 2014a$ / MMBTU | Jan. 29, 2014USD ($) | Dec. 31, 2015USD ($)MMBTU | Dec. 31, 2014USD ($) | Dec. 22, 2014USD ($)a$ / MMBTU | Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Incentive unit (income) expense | [1],[2],[3] | $ 1,044,000 | $ 13,480,000 | $ 0 | |||||
Subsidiary of Common Parent | Water Assets | |||||||||
Related Party Transaction [Line Items] | |||||||||
Margin percentage | 2.00% | ||||||||
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 | 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 | 0.07 | |||||||
Gross Acres subject to Pre-existing Third Party Dedication | |||||||||
Related Party Transaction [Line Items] | |||||||||
Production from gross acres subject to pre-existing third-party dedication (MDth/d) | MMBTU | 40 | ||||||||
Gross Acres subject to Pre-existing Third Party Dedication | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gross acres covered | a | 19 | 19 | |||||||
Stock Compensation Awards Granted by Related Party | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity compensation expense | $ 0 | $ 0 | $ 600,000 | ||||||
Stock Compensation Awards Granted by Related Party | Affiliated Entity | Water Assets | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity compensation expense | 400,000 | 100,000 | |||||||
Incentive Units Granted Pursuant to Limited Liability Company Agreement of Rice Energy Appalachia LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Incentive unit (income) expense | $ 0 | 12,000,000 | |||||||
Incentive Units Granted Pursuant to Limited Liability Company Agreement of Rice Energy Appalachia LLC | Affiliated Entity | Water Assets | |||||||||
Related Party Transaction [Line Items] | |||||||||
Incentive unit (income) expense | $ 1,000,000 | $ 1,500,000 | |||||||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||
[2] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||
[3] | Incentive unit expense for the years ended December 31, 2015 and 2014 was allocated from Rice Energy. |
Financial Information by Busi41
Financial Information by Business Segment (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2015business_segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Financial Information by Busi42
Financial Information by Business Segment (Schedule of Operating Results and Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2015 | [2] | Sep. 30, 2015 | [2] | Jun. 30, 2015 | [2],[3] | Mar. 31, 2015 | [2],[3] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2014 | [2] | Mar. 31, 2014 | [2] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||
Affiliate | [1] | $ 93,668 | $ 1,863 | $ 498 | |||||||||||||||||||
Third-party | [1] | 20,791 | 4,585 | 0 | |||||||||||||||||||
Total operating revenues | $ 29,314 | $ 30,075 | $ 28,560 | $ 26,511 | $ 3,369 | $ 1,621 | $ 1,393 | $ 66 | 114,459 | [1] | 6,448 | [1] | 498 | [1] | |||||||||
Operation and maintenance expense | [1] | 14,910 | 4,773 | 1,412 | |||||||||||||||||||
General and administrative expense | [1],[4] | 17,895 | 11,922 | 3,104 | |||||||||||||||||||
Incentive unit expense | [1],[5],[6] | 1,044 | 13,480 | 0 | |||||||||||||||||||
Depreciation expense | [1] | 16,399 | 4,165 | 1,190 | |||||||||||||||||||
Acquisition costs | [1] | 0 | 1,519 | 0 | |||||||||||||||||||
Amortization of intangible assets | [1],[5] | 1,632 | 1,156 | 0 | |||||||||||||||||||
Other expense | [1] | 543 | 0 | 0 | |||||||||||||||||||
Total operating expenses | 15,539 | 14,065 | 11,794 | 11,025 | 9,307 | 10,922 | 7,383 | 9,402 | 52,423 | [1] | 37,015 | [1] | 5,706 | [1] | |||||||||
Operating income (loss) | $ 13,775 | $ 16,010 | $ 16,766 | $ 15,486 | $ (5,938) | $ (9,301) | $ (5,990) | $ (9,336) | 62,036 | [1] | (30,567) | [1] | (5,208) | [1] | |||||||||
Capital expenditures for segment assets | 248,463 | 169,826 | 44,244 | ||||||||||||||||||||
Gathering and Compression | |||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||
Affiliate | 61,180 | 1,863 | 498 | ||||||||||||||||||||
Third-party | 16,031 | 4,585 | |||||||||||||||||||||
Total operating revenues | 77,211 | 6,448 | 498 | ||||||||||||||||||||
Operation and maintenance expense | 6,006 | 3,956 | 1,251 | ||||||||||||||||||||
General and administrative expense | 13,886 | 10,598 | 2,677 | ||||||||||||||||||||
Incentive unit expense | 0 | 11,974 | |||||||||||||||||||||
Depreciation expense | 6,310 | 2,856 | 587 | ||||||||||||||||||||
Acquisition costs | 1,519 | ||||||||||||||||||||||
Amortization of intangible assets | 1,632 | 1,156 | |||||||||||||||||||||
Other expense | 492 | ||||||||||||||||||||||
Total operating expenses | 28,326 | 32,059 | 4,515 | ||||||||||||||||||||
Operating income (loss) | 48,885 | (25,611) | (4,017) | ||||||||||||||||||||
Capital expenditures for segment assets | 149,706 | 138,151 | 37,987 | ||||||||||||||||||||
Water Services | |||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||
Affiliate | 32,488 | 0 | 0 | ||||||||||||||||||||
Third-party | 4,760 | 0 | |||||||||||||||||||||
Total operating revenues | 37,248 | 0 | 0 | ||||||||||||||||||||
Operation and maintenance expense | 8,904 | 817 | 161 | ||||||||||||||||||||
General and administrative expense | 4,009 | 1,324 | 427 | ||||||||||||||||||||
Incentive unit expense | 1,044 | 1,506 | |||||||||||||||||||||
Depreciation expense | 10,089 | 1,309 | 603 | ||||||||||||||||||||
Acquisition costs | 0 | ||||||||||||||||||||||
Amortization of intangible assets | 0 | 0 | |||||||||||||||||||||
Other expense | 51 | ||||||||||||||||||||||
Total operating expenses | 24,097 | 4,956 | 1,191 | ||||||||||||||||||||
Operating income (loss) | 13,151 | (4,956) | (1,191) | ||||||||||||||||||||
Capital expenditures for segment assets | $ 98,757 | $ 31,675 | $ 6,257 | ||||||||||||||||||||
[1] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||||||||||||||||
[2] | The sum of quarterly data in some cases may not equal the yearly total due to rounding. | ||||||||||||||||||||||
[3] | The Partnership’s quarterly financial information for the first and second quarters of 2015 have been recast to reflect the results of operations of the Water Assets. The results of operations of the Water Assets for the first and second quarters of 2015 are presented below. Year ended December 31, 2015: First quarter Second quarter Operating revenues$10,345 $8,830Operating expenses4,461 4,997Operating income5,884 3,833Net income$3,855 $1,458 | ||||||||||||||||||||||
[4] | General and administrative expenses include charges from Rice Energy of $11.9 million, $10.3 million and $2.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. Additionally, equity compensation expense of $4.5 million and $0.8 million for the years ended December 31, 2015 and 2014, respectively, are included in general and administrative expenses. | ||||||||||||||||||||||
[5] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | ||||||||||||||||||||||
[6] | Incentive unit expense for the years ended December 31, 2015 and 2014 was allocated from Rice Energy. |
Financial Information by Busi43
Financial Information by Business Segment (Schedule of Assets of Reportable Segments) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Segment assets | $ 689,790 | [1] | $ 443,091 | [1] | $ 74,445 |
Gathering and Compression | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Segment assets | 547,810 | 399,295 | 61,950 | ||
Water Services | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Segment assets | $ 141,980 | $ 43,796 | $ 12,495 | ||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Financial Information by Busi44
Financial Information by Business Segment (Schedule of Goodwill of Reportable Segments) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Goodwill | $ 39,142 | [1] | $ 39,142 | [1] | $ 0 |
Gathering and Compression | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Goodwill | 39,142 | 39,142 | |||
Water Services | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Goodwill | $ 0 | $ 0 | |||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Jan. 22, 2016$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash distributions declared per limited partner unit | $ 0.1965 |
Quarterly Financial Informati46
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2015 | [1] | Sep. 30, 2015 | [1] | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | [1] | Sep. 30, 2014 | [1] | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | [3] | Dec. 31, 2013 | [3] | |||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||||||||||||||||
Operating revenues | $ 29,314 | $ 30,075 | $ 28,560 | [1],[2] | $ 26,511 | [1],[2] | $ 3,369 | $ 1,621 | $ 1,393 | $ 66 | $ 114,459 | [3] | $ 6,448 | [3] | $ 498 | |||||||||
Operating expenses | 15,539 | 14,065 | 11,794 | [1],[2] | 11,025 | [1],[2] | 9,307 | 10,922 | 7,383 | 9,402 | 52,423 | [3] | 37,015 | [3] | 5,706 | |||||||||
Operating income (loss) | 13,775 | 16,010 | 16,766 | [1],[2] | 15,486 | [1],[2] | (5,938) | (9,301) | (5,990) | (9,336) | 62,036 | [3] | (30,567) | [3] | (5,208) | |||||||||
Net income (loss) | $ 12,521 | $ 13,260 | $ 13,790 | [1],[2] | $ 12,924 | [1],[2] | $ (4,937) | $ (9,880) | $ (6,583) | $ (9,928) | $ 52,495 | [3],[4] | $ (31,328) | [3],[4] | $ (27,787) | $ (9,012) | [4] | |||||||
Net income per limited partner unit - basic: | $ 0.18 | [5] | $ 0.21 | [5] | $ 0.21 | [1],[2],[5] | $ 0.16 | [1],[2],[5] | $ 0.02 | [5] | $ 0.76 | $ 0.02 | ||||||||||||
Net income per limited partner unit - diluted: | $ 0.18 | [5] | $ 0.21 | [5] | $ 0.21 | [1],[2],[5] | $ 0.16 | [1],[2],[5] | $ 0.02 | [5] | $ 0.76 | $ 0.02 | ||||||||||||
Water Assets | ||||||||||||||||||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||||||||||||||||
Operating revenues | $ 8,830 | $ 10,345 | ||||||||||||||||||||||
Operating expenses | 4,997 | 4,461 | ||||||||||||||||||||||
Operating income (loss) | 3,833 | 5,884 | ||||||||||||||||||||||
Net income (loss) | $ 1,458 | $ 3,855 | ||||||||||||||||||||||
[1] | The sum of quarterly data in some cases may not equal the yearly total due to rounding. | |||||||||||||||||||||||
[2] | The Partnership’s quarterly financial information for the first and second quarters of 2015 have been recast to reflect the results of operations of the Water Assets. The results of operations of the Water Assets for the first and second quarters of 2015 are presented below. Year ended December 31, 2015: First quarter Second quarter Operating revenues$10,345 $8,830Operating expenses4,461 4,997Operating income5,884 3,833Net income$3,855 $1,458 | |||||||||||||||||||||||
[3] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||||||||||||||||||||||
[4] | Financial statements for 2014 and 2013 have been retrospectively recast to reflect the acquisition of the Water Assets. See Note 2 for additional information. | |||||||||||||||||||||||
[5] | Net income per limited partner unit is presented only for the period subsequent to the IPO. |