Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 27, 2017 | Jun. 30, 2016 | |
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 | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,119.3 | ||
Common Units | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 73,519,133 | ||
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, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash | [1] | $ 21,834 | $ 7,597 |
Accounts receivable | 8,758 | 9,926 | |
Accounts receivable - affiliate | 11,838 | 6,438 | |
Prepaid expenses, deposits and other | 64 | 192 | |
Total current assets | 42,494 | 24,153 | |
Property and equipment, net | 805,027 | 578,026 | |
Deferred financing costs, net | 12,591 | 2,310 | |
Goodwill | 494,580 | 39,142 | |
Intangible assets, net | 44,525 | 46,159 | |
Total assets | 1,399,217 | 689,790 | |
Current liabilities: | |||
Accounts payable | 4,172 | 13,484 | |
Accrued capital expenditures | 9,074 | 15,277 | |
Other accrued liabilities | 8,376 | 3,067 | |
Total current liabilities | 21,622 | 31,828 | |
Long-term liabilities: | |||
Long-term debt | 190,000 | 143,000 | |
Other long-term liabilities | 5,189 | 3,128 | |
Total liabilities | 216,811 | 177,956 | |
Partners’ capital: | |||
Parent net equity | 0 | 0 | |
Total partners’ capital | [2] | 1,182,406 | 511,834 |
Total liabilities and partners’ capital | 1,399,217 | 689,790 | |
Common | |||
Partners’ capital: | |||
Common and subordinated units | 1,276,036 | 624,557 | |
Subordinated | |||
Partners’ capital: | |||
Common and subordinated units | $ (93,630) | $ (112,723) | |
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||
[2] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common | ||
Common and Subordinated units issued | 73,519,133 | 42,163,749 |
Common and Subordinated units outstanding | 73,519,133 | 42,163,749 |
Subordinated | ||
Common and Subordinated units issued | 28,753,623 | 28,753,623 |
Common and Subordinated units outstanding | 28,753,623 | 28,753,623 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||
Operating revenues: | |||||||
Affiliate | [1] | $ 152,260,000 | $ 93,668,000 | $ 1,863,000 | |||
Third-party | [1] | 49,363,000 | 20,791,000 | 4,585,000 | |||
Total operating revenues | [1] | 201,623,000 | 114,459,000 | 6,448,000 | |||
Operating expenses: | |||||||
Operation and maintenance expense | [1] | 24,608,000 | 14,910,000 | 4,773,000 | |||
General and administrative expense | [1],[2] | 21,613,000 | 17,895,000 | 11,922,000 | |||
Incentive unit expense | [1],[3],[4] | 0 | 1,044,000 | 13,480,000 | |||
Depreciation expense | [1] | 25,170,000 | 16,399,000 | 4,165,000 | |||
Acquisition costs | [1] | 125,000 | 0 | 1,519,000 | |||
Amortization of intangible assets | [1],[3] | 1,634,000 | 1,632,000 | 1,156,000 | |||
Other expense | [1] | 1,531,000 | 543,000 | 0 | |||
Total operating expenses | [1] | 74,681,000 | 52,423,000 | 37,015,000 | |||
Operating income (loss) | [1] | 126,942,000 | 62,036,000 | (30,567,000) | |||
Other income (expense) | [1] | 78,000 | 11,000 | (110,000) | |||
Interest expense | [1],[5] | (3,931,000) | (3,164,000) | (13,571,000) | |||
Amortization of deferred finance costs | [1] | (1,479,000) | [3] | (576,000) | [3] | 0 | |
Income (loss) before income taxes | [1] | 121,610,000 | 58,307,000 | (44,248,000) | |||
Income tax (expense) benefit | [1] | 0 | (5,812,000) | 12,920,000 | |||
Net income (loss) | [1],[3] | 121,610,000 | [6] | 52,495,000 | (31,328,000) | ||
Calculation of limited partner interest in net income: | |||||||
Less: Pre-acquisition net income (loss) allocated to general partner | [1] | 0 | 7,296,000 | [6],[7] | (4,703,000) | [6],[7] | |
Less: General partner interest in net income attributable to incentive distribution rights | [1] | 1,428,000 | 0 | 0 | |||
Limited partner net income | [1] | $ 120,182,000 | $ 45,199,000 | [6] | $ 1,162,000 | [6] | |
Net income per limited partner unit (basic and diluted): | |||||||
Common units (basic) (in dollars per share) | $ 1.47 | $ 0.76 | $ 0.02 | ||||
Common units (diluted) (in dollars per share) | $ 1.47 | $ 0.76 | $ 0.02 | ||||
General and Administrative Expense | |||||||
Net income per limited partner unit (basic and diluted): | |||||||
Equity compensation expense | $ 2,900,000 | $ 4,500,000 | $ 800,000 | ||||
Rice Energy | |||||||
Operating expenses: | |||||||
Interest expense | (800,000) | (13,500,000) | |||||
Net income per limited partner unit (basic and diluted): | |||||||
General and administrative expenses from Rice Energy | 16,600,000 | 11,900,000 | 10,300,000 | ||||
Common | |||||||
Calculation of limited partner interest in net income: | |||||||
Limited partner net income | $ 76,985,000 | $ 23,340,000 | $ 581,000 | ||||
Net income per limited partner unit (basic and diluted): | |||||||
Common units (basic) (in dollars per share) | [1],[8] | $ 1.46 | $ 0.76 | $ 0.02 | |||
Common units (diluted) (in dollars per share) | [1],[8] | $ 1.45 | $ 0.76 | $ 0.02 | |||
Subordinated | |||||||
Calculation of limited partner interest in net income: | |||||||
Limited partner net income | $ 43,197,000 | $ 21,859,000 | $ 581,000 | ||||
Net income per limited partner unit (basic and diluted): | |||||||
Common units (basic) (in dollars per share) | [9] | $ 1.50 | $ 0.76 | $ 0.02 | |||
Common units (diluted) (in dollars per share) | [9] | 1.50 | 0.76 | 0.02 | |||
Net income per limited partner unit (basic and diluted) (in dollars per share) | [1],[8] | $ 1.50 | $ 0.76 | $ 0.02 | |||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||
[2] | General and administrative expenses include charges from Rice Energy of $16.6 million, $11.9 million and $10.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Additionally, equity compensation expense of $2.9 million, $4.5 million and $0.8 million for the years ended December 31, 2016, 2015 and 2014, respectively, are included in general and administrative expenses. | ||||||
[3] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||
[4] | Incentive unit expense for the years ended December 2015 and 2014 was allocated from Rice Energy. | ||||||
[5] | Interest expense includes charges from Rice Energy of $0.8 million and $13.5 million for the years ended December 31, 2015 and 2014, respectively. | ||||||
[6] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||
[7] | Pre-acquisition net income allocated to the general partner relates to operations of the Water Assets for periods prior to their acquisition. | ||||||
[8] | Net income per limited partner unit is presented only for the period subsequent to the Partnership’s initial public offering and does not include results attributable to the Water Assets prior to their acquisition as these results are not attributable to limited partners of the Partnership. | ||||||
[9] | Basic and diluted income per limited partner unit is presented as if all earnings for the period had been distributed. While it appears that more income is allocated to the subordinated unitholders than the common unitholders for the twelve months ended December 31, 2016, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Cash flows from operating activities: | ||||||
Net income (loss) | [1],[2] | $ 121,610,000 | [3] | $ 52,495,000 | $ (31,328,000) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
Depreciation expense | [2] | 25,170,000 | 16,399,000 | 4,165,000 | ||
Amortization of intangibles | [1],[2] | 1,634,000 | 1,632,000 | 1,156,000 | ||
Amortization of deferred finance costs | [1] | 1,479,000 | [2] | 576,000 | [2] | 0 |
Incentive unit expense | [1],[2],[4] | 0 | 1,044,000 | 13,480,000 | ||
Equity compensation expense | [2] | 2,854,000 | 4,501,000 | 816,000 | ||
Deferred income tax expense (benefit) | [2] | 0 | 1,388,000 | (12,920,000) | ||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | [2] | (4,232,000) | (14,174,000) | (2,106,000) | ||
Prepaid expenses and other | [2] | 37,000 | 2,000 | (233,000) | ||
Accounts payable | [2] | 373,000 | (478,000) | (566,000) | ||
Accrued liabilities | [2] | 5,192,000 | 6,621,000 | 2,515,000 | ||
Net cash provided by (used in) operating activities | [2] | 154,117,000 | 70,006,000 | (25,021,000) | ||
Cash flows from investing activities: | ||||||
Capital expenditures | [2] | (121,087,000) | (248,463,000) | (169,826,000) | ||
Acquisition of Water Assets from Rice Energy | [2] | 0 | (131,528,000) | 0 | ||
Acquisition of Marcellus joint venture assets | [2] | 0 | 0 | (55,000,000) | ||
Acquisition of Momentum assets | [2] | 0 | 0 | (111,447,000) | ||
Acquisition of Vantage Midstream Assets from Rice Energy | [2] | (600,000,000) | 0 | 0 | ||
Net cash used in investing activities | [2] | (721,087,000) | (379,991,000) | (336,273,000) | ||
Cash flows from financing activities: | ||||||
Purchase price in excess of net assets from Rice Energy | [2] | 0 | (68,470,000) | 0 | ||
Proceeds from borrowings | [2] | 233,000,000 | 313,000,000 | 0 | ||
Repayments of borrowings | [2] | (186,000,000) | (170,000,000) | 0 | ||
Costs related to initial public offering | [2] | 0 | (129,000) | (2,396,000) | ||
Common units issuance, net of offering costs | [2] | 620,330,000 | 171,902,000 | 444,134,000 | ||
Additions to deferred financing costs | [2] | (11,801,000) | 3,000 | (2,874,000) | ||
Contributions from parent, net | [2] | 39,000 | 78,480,000 | 363,549,000 | ||
Distributions paid to Rice Energy | [2] | (25,473,000) | (17,021,000) | (414,433,000) | ||
Distributions paid to common unitholders | [2] | (46,239,000) | (17,017,000) | 0 | ||
Employee tax withholding for settlement of common unit award vestings | [2] | (2,649,000) | 0 | 0 | ||
Net cash provided by financing activities | [2] | 581,207,000 | 290,748,000 | 387,980,000 | ||
Net increase (decrease) in cash | [2] | 14,237,000 | (19,237,000) | 26,686,000 | ||
Cash at the beginning of the year | [2] | 7,597,000 | 26,834,000 | 148,000 | ||
Cash at the end of the year | [2] | 21,834,000 | 7,597,000 | 26,834,000 | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest | [2] | 2,652,000 | 3,146,000 | 0 | ||
Capital expenditures financed by accounts payable | [2] | 2,239,000 | 0 | 0 | ||
Noncash Elimination of Deferred Tax Liabilities | ||||||
Supplemental disclosure of cash flow information: | ||||||
Noncash elimination of deferred tax liabilities (assets) | [2] | $ 0 | $ 7,715,000 | $ (6,382,000) | ||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | |||||
[2] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | |||||
[3] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | |||||
[4] | Incentive unit expense for the years ended December 2015 and 2014 was allocated from Rice Energy. |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | Common | Limited PartnersCommon | Limited PartnersSubordinated | Parent Net Equity | ||||
Balance 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) | ||||||
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 | ||||||
Equity compensation expense | [1] | 138 | 138 | ||||||
Distributions to unitholders | [1] | (414,433) | (52) | (414,381) | |||||
Pre-acquisition net loss attributable to the general partner | [1] | (4,703) | [2],[3] | (4,703) | |||||
Limited partner net income | 1,162 | [1],[2] | $ 581 | 581 | [1] | 581 | [1] | ||
Net income (loss) | Predecessor | [1] | (27,787) | (27,787) | ||||||
Net income (loss) | [2],[4] | (31,328) | |||||||
Balance at Dec. 31, 2014 | [1] | 429,944 | 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 | ||||||
Equity compensation expense | [1] | 4,419 | 4,020 | 399 | |||||
Offering costs related to the IPO | [1] | (129) | (129) | ||||||
Distributions to unitholders | [1] | (34,038) | (17,019) | (17,019) | |||||
Issuance of common units, net of offering costs | [1] | 171,902 | 171,902 | ||||||
Purchase price in excess of net assets from Rice Energy | [1] | (68,470) | (8) | (68,462) | |||||
Pre-acquisition net loss attributable to the general partner | [1] | 7,296 | [2],[3] | 7,296 | |||||
Water Assets from Rice Energy | [1] | (131,528) | (131,528) | ||||||
Limited partner net income | 45,199 | [1],[2] | 23,340 | 23,340 | [1] | 21,859 | [1] | ||
Net income (loss) | [2],[4] | 52,495 | |||||||
Balance at Dec. 31, 2015 | [1] | 511,834 | 624,557 | (112,723) | 0 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Contributions from parent, net | [1] | 39 | 39 | ||||||
Issuance of common units to public, net of offering costs | [1] | 620,330 | 620,330 | ||||||
Equity compensation expense | [1] | 306 | 306 | ||||||
Distributions to unitholders | [1] | (71,713) | (46,243) | (25,470) | |||||
Pre-acquisition net loss attributable to the general partner | [2] | 0 | |||||||
Limited partner net income | 120,182 | [2] | $ 76,985 | ||||||
Net income (loss) | [1] | 121,610 | [2],[4] | 77,086 | 44,524 | ||||
Balance at Dec. 31, 2016 | [1] | $ 1,182,406 | $ 1,276,036 | $ (93,630) | $ 0 | ||||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||||
[2] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||||
[3] | Pre-acquisition net income allocated to the general partner relates to operations of the Water Assets for periods prior to their acquisition. | ||||||||
[4] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Related Matters | 12 Months Ended |
Dec. 31, 2016 | |
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, the Partnership’s consolidated financial statements have been retrospectively recast for the year ended December 31, 2014 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 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. On February 17, 2016, Rice Energy, Rice Midstream Holdings and Rice Midstream GP Holdings LP (“GP Holdings”), entered into a securities purchase agreement with EIG Energy Fund XVI, L.P., EIG Energy Fund XVI-E, L.P., and EIG Holdings (RICE) Partners, LP (collectively, the “Purchasers”) pursuant to which, among other things, GP Holdings agreed to sell common units representing an 8.25% limited partner interest in GP Holdings to the Purchasers (the “Midstream Holdings Investment”). The transaction closed on February 22, 2016 and had no direct impact on the Partnership’s condensed consolidated financial statements. Prior to the closing of the transaction, Rice Midstream Holdings assigned all of its equity interests in the Partnership, consisting of 3,623 common units, 28,753,623 subordinated units and all of its incentive distribution rights in the Partnership, to GP Holdings. On September 26, 2016, the Partnership entered into a Purchase and Sale Agreement, as amended (the “Midstream Purchase Agreement”), by and between the Partnership and Rice Energy relating to its acquisition from Rice Energy of the entities owning the midstream assets (the “Vantage Midstream Asset Acquisition”) associated with Rice Energy’s acquisition of Vantage Energy, LLC and Vantage Energy II, LLC (collectively, “Vantage”) and their subsidiaries (the “Vantage Acquisition”). Pursuant to the terms of the Midstream Purchase Agreement, and following the close of the Vantage Acquisition, on October 19, 2016, the Partnership acquired from Rice Energy all of the outstanding membership interests of Vantage Energy II Access, LLC and Vista Gathering, LLC (collectively, the “Vantage Midstream Entities”). The Partnership’s acquisition of the Vantage Midstream Entities from Rice Energy is accounted for as a combination of entities under common control at historical cost. As the Vantage Midstream Asset Acquisition occurred concurrently with the Vantage Acquisition, no predecessor period existed, which would warrant retrospective recast of our financial statements. Therefore, no statements were required to be recast. Please see Note—2 for further detail regarding the Vantage Midstream Asset Acquisition. 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 systems and associated compression in Washington and Greene Counties, 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 67% of the Partnership’s gathering revenues and 95% of the Partnership’s water revenues for the year ended December 31, 2016 , 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, 2016 , a single third-party customer represented approximately 33% of gathering revenues. The Partnership manages credit risk of sales to third parties by limiting dealings to those third parties meeting specified criteria for credit and liquidity strength and by actively monitoring these accounts. The Partnership may request a letter of credit, guarantee, performance bond or other credit enhancement from a third-party in order for that third-party to meet the Partnership’s credit criteria. The Partnership did not experience any significant defaults on accounts receivable for the years ended December 31, 2016 , 2015 and 2014 . 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 exceed consolidated balance sheet amounts due to outstanding checks. The Partnership has no 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 and compression systems as the Partnership believes that these assets have indeterminate useful lives. The asset retirement obligations recorded in the consolidated balance sheets at December 31, 2016 and 2015 were related to our water services assets. The Partnership records a liability for such asset retirement obligations and capitalizes a corresponding amount for asset retirement costs. The liability is estimated using the present value of expected future cash flows, adjusted for inflation and discounted at the Partnership’s credit adjusted risk-free rate. The current portion of asset retirement obligations are recorded in other accrued liabilities and the long term portion of asset retirement obligations are recorded in other long-term liabilities on the consolidated balance sheets. A reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligations for the years ended December 31, 2016 and 2015 is as follows: (in thousands) Balance at December 31, 2014 $ 1,900 Liabilities incurred 1,479 Liabilities settled (1,129 ) Accretion expense 172 Revisions in estimated cash flows 626 Balance at December 31, 2015 $ 3,048 Liabilities incurred 46 Liabilities assumed in Vantage Midstream Asset Acquisition 2,452 Liabilities settled (46 ) Accretion expense 290 Balance at December 31, 2016 $ 5,790 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, 2016 , 2015 and 2014 : Years Ended December 31, (in thousands) 2016 2015 2014 Interest incurred: Interest expensed $ 3,931 $ 3,164 $ 13,571 Interest capitalized 175 222 402 Total incurred $ 4,106 $ 3,386 $ 13,973 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, 2016 and 2015 . Years Ended December 31, (in thousands) 2016 2015 Natural gas gathering assets $ 675,830 $ 453,537 Natural gas gathering assets in progress 3,780 540 Accumulated depreciation (21,615 ) (10,725 ) Natural gas gathering assets, net 657,995 443,352 Water service assets 165,482 144,686 Water service assets in progress 4,060 1,324 Accumulated depreciation (24,981 ) (12,014 ) Water service assets, net 144,561 133,996 Other property and equipment, net 2,471 678 Property and equipment, net $ 805,027 $ 578,026 Impairment of Long-Lived Assets The Partnership evaluates its long-lived assets for impairment when events and circumstances indicate, in management’s judgment, that the carrying value of such assets may not be recoverable. Long-lived assets assessed for impairment are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows for other assets and liabilities. 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 is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business. 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. A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by management on a regular basis. In 2014, $39.1 million of goodwill was allocated to the Gathering and Compression segment as a result of the acquisition of the remaining 50% interest in Alpha Holdings in its Marcellus joint venture. On October 19, 2016, the Partnership acquired from Rice Energy all of the outstanding membership interests in the Vantage Midstream Entities. As a result of the acquisition of the Vantage Midstream Entities from Rice Energy, and based on the purchase price allocation preliminarily performed by Rice Energy, the Partnership ascribed $455.4 million of goodwill to the Gathering and Compression segment. See Note 2 for further information regarding the Vantage Midstream Asset Acquisition. The Partnership may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. To the extent that such indicators exist, the Partnership would complete the two-step goodwill impairment test. The Partnership may also perform the two-step goodwill impairment test at its discretion without performing the qualitative assessment. The first step compares the fair value of a reporting unit to its carrying value. If the carrying amount of a reporting unit exceeds its fair value, the second step is required which compares the implied fair value of the goodwill of a reporting unit to its carrying value. If the carrying value of the goodwill of a reporting unit exceeds its implied fair value, the difference is recognized as an impairment charge. As deemed necessary, the Partnership uses a combination of the income and market approach to estimate the fair value of a reporting unit. The fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates of 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, future results could differ from our current estimates and assumptions. The Partnership’s fourth quarter 2016 annual test included the assessment of qualitative factors to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying value. The qualitative assessment encompassed a review of events and circumstances specific to the reporting unit with goodwill as well as circumstances specific to the entity as a whole. The Partnership’s qualitative assessment considered among other things, factors such as macroeconomic conditions, industry and market considerations, including changes in the Partnership’s common unit price and market multiples, projected financial performance, cost factors, changes in carrying values and other relevant factors. In considering the totality of the qualitative factors assessed, based on the weight of evidence, circumstances did not exist that would indicate it was more likely than not that goodwill was impaired. Accordingly, the Partnership did not perform a two-step quantitative analysis in 2016. No impairment was recorded for the years presented herein. 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 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, 2016 , 2015 and 2014 was $1.6 million , $1.6 million and $1.2 million , respectively. The estimated annual amortization expense over the next five years is as follows: 2017- $1.6 million , 2018- $1.6 million , 2019- $1.6 million , 2020- $1.6 million and 2021- $1.6 million . Goodwill for the years ended December 31, 2016 and 2015 are detailed below. (in thousands) Goodwill Balance, December 31, 2014 $ 39,142 Accumulated amortization — Balance, December 31, 2015 39,142 Accumulated amortization — Additions 455,438 Balance, December 31, 2016 $ 494,580 Intangible assets for the years ended December 31, 2016 and 2015 are detailed below. (in thousands) December 31, 2016 December 31, 2015 Intangible assets $ 48,947 $ 48,947 Less: accumulated amortization (4,422 ) (2,788 ) Intangible assets, net 44,525 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 $2.1 million and $0.6 million at December 31, 2016 and 2015, respectively, and amortization expense was $1.5 million , $0.6 million and zero for the years ended December 31, 2016 , 2015 and 2014, respectively. 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. Net Income per Limited Partner Unit 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 GP Holdings. Basic and diluted net income per limited partner unit is calculated by dividing limited partners’ interest in net income, less general partner incentive distributions and pre-acquisition net income attributable to the general partner, by the weighted average number of outstanding limited partner units during the period. We compute earnings per unit using the two-class method for master limited partnerships. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the Partnership’s partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period. We calculate net income available to limited partners based on the distributions pertaining to the current period’s net income. 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 under the two-class method 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 Rice Midstream Partners LP 2014 Long Term Incentive Plan (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. 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. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) – Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) – Narrow Scope Improvements and Practical Expedients.” These updates do not change the core principle of the guidance in Topic 606 (as amended by ASU 2014-09), but rather provide further guidance with respect to implementation of ASU 2014-09. The effective date for ASU 2016-10, 2016-11, 2016-12 and ASU 2014-09, as amended by ASU 2015-14, is for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Partnership has obtained representative samples of contracts and other forms of agreements with its customers and are evaluating the provisions contained therein in light of the five-step model specified by the new guidance. That five-step model includes: (1) determination of whether a contract-an agreement between two or more parties that creates legally enforceable rights and obligations-exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Company anticipates adopting the standard using the modified retrospective approach at adoption. The Partnership will be evaluating individual customer contracts within each of our |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On September 26, 2016, the Partnership entered into the Midstream Purchase Agreement by and between the Partnership and Rice Energy. Pursuant to the terms of the Midstream Purchase Agreement, and following the close of the Vantage Acquisition, on October 19, 2016, the Partnership acquired from Rice Energy all of the outstanding membership interests of the Vantage Midstream Entities. The Vantage Midstream Entities, which became wholly-owned subsidiaries of Rice Energy in connection with the Vantage Acquisition, own midstream assets, including approximately 30 miles of dry gas gathering and compression assets and water assets. In consideration for the Vantage Midstream Asset Acquisition, the Partnership paid Rice Energy $600.0 million in aggregate consideration, which the Partnership paid in cash with the net proceeds of its private placement of common units (the “2016 Private Placement”) of $441.0 million and borrowings under its revolving credit facility (defined in Note 3) of $159.0 million . The preliminary purchase price allocation ascribed approximately $144.6 million to property and equipment and $455.4 million to goodwill. The Partnership’s acquisition of the Vantage Midstream Entities from Rice Energy is accounted for as a combination of entities under common control at historical cost. As the Vantage Midstream Asset Acquisition occurred concurrently with the Vantage Acquisition, no predecessor period existed which would warrant retrospective recast of our financial statements. In connection with the Vantage Midstream Asset Acquisition, the Partnership acquired a 67.5% interest in the Wind Ridge gathering system previously owned by Access Midstream Partners for approximately $14.3 million , of which $10.9 million was ascribed to property and equipment and $3.4 million to goodwill. The preliminary purchase price allocation was performed by Rice Energy. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final appraisals of assets acquired. Rice Energy expects to complete the purchase price allocation once it has received all of the necessary information, during which time the value of the assets may be revised as appropriate. The fair values of the assets acquired were determined using various valuation techniques, including the cost approach. The assumed purchase price and fair values have been prepared with the assistance of external specialists, and represent Rice Energy’s best estimate of the fair values of the assets acquired as of this date. Goodwill of $455.4 million related to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment. Post-Acquisition Operating Results Subsequent to the completion of the Vantage Midstream Asset Acquisition, the Vantage Midstream Entities contributed the following to the Partnership’s consolidated operating results for the period from October 19, 2016 through December 31, 2016. (in thousands) Operating revenues $ 8,571 Net income $ 4,303 Pro Forma Information The following unaudited pro forma combined financial information presents the Partnership’s results as though the acquisition of the Vantage Midstream Entities and the 2016 Private Placement had been completed at January 1, 2015. Year Ended December 31, (in thousands, except per share data) 2016 2015 Pro forma operating revenues $ 253,817 $ 156,944 Pro forma limited partner net income $ 150,846 $ 67,199 Pro forma earnings per common unit (basic) $ 1.54 $ 0.84 Pro forma earnings per common unit (diluted) $ 1.54 $ 0.83 Pro forma earnings per subordinated units $ 1.55 $ 0.84 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On December 22, 2014 , Rice Midstream OpCo e ntered into a revolving credit agreement (as amended, the “revolving credit facility”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders. The Partnership’s revolving credit facility provided for lender commitments of $450.0 million , with an additional $200.0 million of commitments available under an accordion feature subject to lender approval. The credit facility provided for a letter of credit sublimit of $50.0 million . In connection with the Partnership’s completion of the Vantage Midstream Asset Acquisition, on October 19, 2016, Rice Midstream OpCo entered into a second amendment (the “Second Amendment”) to its credit agreement to, among other things, (i) permit the completion of the Vantage Midstream Asset Acquisition, (ii) increase the Partnership’s ability to borrow under the facility from $450.0 million to $850.0 million , without exercise of any portion of the $200.0 million accordion feature, and (iii) adjust the interest rate payable on amounts borrowed thereunder (as described below). As of December 31, 2016 , Rice Midstream OpCo had $190.0 million of borrowings outstanding and no letters of credit under this facility, resulting in availability of $660.0 million . The average daily outstanding balance of the credit facility was approximately $110.0 million and interest was incurred on the facility at a weighted average annual interest rate of 4.7% during 2016 . 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 . 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. Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Following the effectiveness of the Second Amendment, Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect, and 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 100 to 200 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, 2016 and represents a Level 2 measurement. Following the effectiveness of the Second Amendment, Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 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, 2016 . Interest paid in cash for the years ended December 31, 2016 , 2015 and 2014 was $2.7 million , $3.1 million and zero , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time the Partnership is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to the Partnership cannot be predicted with certainty, the Partnership believes that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows. When it is determined that a loss is probable of occurring and is reasonably estimable, the Partnership accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Partnership discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed. 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, 2016 , 2015 and 2014 was $1.6 million , $1.7 million and $0.8 million , respectively. Future payments for this equipment as of December 31, 2016 totaled $5.0 million (2017: $1.5 million , 2018: $1.2 million , 2019: $1.2 million , 2020: $0.6 million , 2021: $0.3 million and thereafter: $0.3 million ). Water Assets Conveyance In consideration for the acquisition of the Water Assets, the Partnership paid Rice Energy $200.0 million in cash plus an additional amount, if certain of the conveyed systems’ capacities increased 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 has not recorded a contingent liability associated with the additional consideration as the required capacity increases were not considered probable as of December 31, 2016 . |
Partners' Capital
Partners' Capital | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Partners' Capital | Partners’ Capital On June 13, 2016, the Partnership completed an underwritten public offering of an aggregate of 9,200,000 common units representing limited partner interests in the Partnership at a price to the public of $18.50 per unit, which included 1,200,000 common units sold pursuant to the exercise of the underwriters’ option to purchase additional units. After deducting underwriting discounts and commissions of approximately $6.0 million and transaction costs, the Partnership received net proceeds of approximately $164.1 million . The Partnership used a portion of the net proceeds to repay outstanding debt and the remainder for general partnership purposes, including acquisitions and capital expenditures. During the second quarter of 2016, the Partnership entered into an equity distribution agreement that established an at-the-market common unit offering program (the “ATM program”), pursuant to which the Partnership may sell from time to time through a group of managers, acting as the Partnership’s sales agents, the Partnership’s common units having an aggregate offering price of up to $100.0 million . As of December 31, 2016 , the Partnership had issued and sold 944,700 common units at an average price per unit of $17.21 through its ATM program. The Partnership used the net proceeds of $15.8 million for general partnership purposes, including repayment of outstanding debt, acquisitions and capital expenditures. On October 7, 2016, the Partnership issued 20,930,233 common units representing limited partner interests in the 2016 Private Placement for gross proceeds of approximately $450.0 million , or $21.50 per unit. After deducting underwriting discounts and commissions of approximately $9.4 million , the Partnership received net proceeds of $440.6 million . The Partnership used the proceeds of the 2016 Private Placement to fund a portion of the Vantage Midstream Asset Acquisition. The following table presents the Partnership’s common and subordinated units issued from January 1, 2015 through December 31, 2016 : Limited Partners GP Holdings Common Subordinated Total Ownership % Balance, January 1, 2015 28,753,623 28,753,623 57,507,246 50 % Equity offering in November 2015 13,409,961 — 13,409,961 Vested phantom units, net 165 — 165 Balance, December 31, 2015 42,163,749 28,753,623 70,917,372 41 % Equity offering in June 2016 9,200,000 — 9,200,000 Equity offering in October 2016 20,930,233 — 20,930,233 Common units issued under ATM program 944,700 — 944,700 Vested phantom units, net 280,451 — 280,451 Balance, December 31, 2016 73,519,133 28,753,623 102,272,756 28 % As of December 31, 2016 , GP Holdings owned approximately 28% of the Partnership consisting of 3,623 common units, 28,753,623 subordinated units and all of the incentive distribution rights. |
Phantom Unit Awards
Phantom Unit Awards | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Phantom Unit Awards | Phantom Unit Awards The Partnership’s general partner can grant phantom unit awards under 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 cost is recognized into earnings on a straight-line basis over the vesting period. The equity-based awards will cliff vest at the end of the requisite service period of approximately one year. The Partnership recorded $2.8 million , $4.1 million and $0.1 million of equity compensation cost related to these awards in the years ended December 31, 2016 , 2015 and 2014 , respectively, in general and administrative expenses on the consolidated statements of operations. At December 31, 2016 , total unrecognized compensation cost expected to be recognized over the remaining vesting periods was $0.2 million for these awards. The following table summarizes the activity for the equity-based awards during the years ended December 31, 2016 and 2015 . Number of units Weighted average grant date fair value Total unvested, January 1, 2015 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 Granted 30,352 17.81 Vested (399,158 ) 16.52 Forfeited (33,470 ) 16.50 Total unvested - December 31, 2016 30,352 $ 17.81 |
Net Income per Limited Partner
Net Income per Limited Partner Unit and Cash Distributions | 12 Months Ended |
Dec. 31, 2016 | |
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 GP Holdings. The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution rights is limited to cash available for distribution for the period. The Partnership’s net income allocable to the limited partners is allocated between common and subordinated unitholders by applying the provisions of the Partnership’s partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. 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. Years Ended December 31, (in thousands, except unit data) 2016 2015 2014 Net income (loss) $ 121,610 $ 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 ) Less: General partner interest in net income attributable to incentive distribution rights 1,428 — — Limited partner net income $ 120,182 $ 45,199 $ 1,162 Net income allocable to common units $ 76,985 $ 23,340 $ 581 Net income allocable to subordinated units 43,197 21,859 581 Limited partner net income $ 120,182 $ 45,199 $ 1,162 Weighted-average limited partner units outstanding - basic: Common units 52,822,030 30,700,864 28,753,623 Subordinated units 28,753,623 28,753,623 28,753,623 Total 81,575,653 59,454,487 57,507,246 Weighted-average limited partner units outstanding - diluted: Common units (2) 53,065,865 30,807,972 28,755,346 Subordinated units 28,753,623 28,753,623 28,753,623 Total 81,819,488 59,561,595 57,508,969 Net income per limited partner unit - basic: Common units $ 1.46 $ 0.76 $ 0.02 Subordinated units (3) 1.50 0.76 0.02 Total $ 1.47 $ 0.76 $ 0.02 Net income per limited partner unit - diluted: Common units $ 1.45 $ 0.76 $ 0.02 Subordinated units (3) 1.50 0.76 0.02 Total $ 1.47 $ 0.76 $ 0.02 Cash distributions declared per limited partner unit: (4) Common units $ 0.9210 $ 0.7680 $ 0.0204 Subordinated units $ 0.9210 $ 0.7680 $ 0.0204 (1) Pre-acquisition net income allocated to the general partner relates to operations of the Water Assets for periods prior to their acquisition. (2) Diluted weighted-average limited partner common units includes the effect of 243,835 , 107,108 and 1,723 units for the years ended December 31, 2016 , 2015 and 2014 , respectively. (3) Basic and diluted income per limited partner unit is presented as if all earnings for the period had been distributed. While it appears that more income is allocated to the subordinated unitholders than the common unitholders for the twelve months ended December 31, 2016 , our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. (4) See below for further discussion of cash distributions declared for the period presented. 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% In 2016, cash distributions of $0.5 million were made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distribution paid per common and subordinated unit. The Board of Directors of the Partnership’s general partner declared the following cash distributions to the Partnership’s common and subordinated unitholders for the periods presented. Quarters Ended Total Quarterly Distribution per Unit Date of Distribution December 31, 2015 $ 0.1965 February 11, 2016 March 31, 2016 0.2100 May 12, 2016 June 30, 2016 0.2235 August 11, 2016 September 30, 2016 0.2370 November 10, 2016 December 31, 2016 0.2505 February 16, 2017 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Partnership is not subject to federal and state income taxes as a result of its limited partner structure. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Partnership flow through to the unitholders. As such, the Partnership does not record a provision for income taxes in the current period. Prior to the Partnership’s IPO, the Partnership’s income was included as part of Rice Energy’s consolidated federal tax return. 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. 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: Years Ended December 31, (in thousands) 2016 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: Years Ended December 31, (in thousands) 2016 2015 2014 Tax at statutory rate $ 42,563 $ 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 (42,563 ) (13,562 ) (366 ) Permanent difference — — 238 Income tax expense (benefit) $ — $ 5,812 $ (12,920 ) Effective tax rate — % 10.0 % 29.2 % Pursuant to an agreement between the Partnership and the IRS regarding our 2016 tax reporting, we will have two short tax years for the calendar year 2016 as a result of a technical termination that occurred on February 22, 2016. This technical termination will result in a significant deferral of depreciation deductions that were otherwise allowable in computing the taxable income of the Partnership’s unitholders for the period February 23, 2016 through December 31, 2016. The Partnership expects to provide a single Schedule K-1 to each unitholder reflecting the unitholder’s taxable income for the full calendar year. Based on management’s analysis, the Partnership did not have any uncertain tax positions as of December 31, 2016 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , 2015 and 2014 , related parties included Rice Energy and certain of its subsidiaries. Prior to the IPO, the push-down impact of the transactions were recorded in the consolidated statements of operations, and although no cash settlement occurred, all transactions with Rice Energy and its subsidiaries were recorded in parent net equity. On December 22, 2014, 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. 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 and Greene Counties, Pennsylvania. Pursuant to the Gas Gathering and Compression Agreement, the Partnership charges 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, 2016 and any future acreage it acquires within Washington and Greene Counties, Pennsylvania, excluding certain production subject to a pre-existing third-party dedication. In connection with the closing of the acquisition of the Water Assets, the Partnership entered into amended and restated water services agreements with Rice Energy (the “Water Services Agreements”), whereby the Partnership has 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 terms of the Water Services Agreements are 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 the Partnership, 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 equity 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, currently known as Rice Energy Operating LLC, a subsidiary of Rice Energy (“Rice Energy Operating”), and granted pursuant to the limited liability company agreement of Rice Energy Operating. 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 are made by Rice Holdings and NGP Holdings and not by Rice Energy or the Partnership, and as such, are not dilutive to Rice Energy 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, 2016 | |
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 operating expenses. Other income and expenses, interest and income taxes are managed on a consolidated basis. There were no inter-segment transactions during any of the periods presented. 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, 2016 , 2015 and 2014 . Year Ended December 31, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 132,099 $ 69,524 $ 201,623 Total operating expenses 38,951 35,730 74,681 Operating income $ 93,148 $ 33,794 $ 126,942 Segment assets $ 1,260,681 $ 138,536 $ 1,399,217 Goodwill $ 494,580 $ — $ 494,580 Depreciation expense $ 10,840 $ 14,330 $ 25,170 Capital expenditures for segment assets $ 113,033 $ 8,054 $ 121,087 Year Ended December 31, 2015 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 77,211 $ 37,248 $ 114,459 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 Depreciation expense $ 6,310 $ 10,089 $ 16,399 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 Total operating revenues $ 6,448 $ — $ 6,448 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 Depreciation expense $ 2,856 $ 1,309 $ 4,165 Capital expenditures for segment assets $ 138,151 $ 31,675 $ 169,826 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 20, 2017 , the Board of Directors of our general partner declared a cash distribution to our unitholders for the fourth quarter of 2016 of $0.2505 per common and subordinated unit. The cash distribution was paid on February 16, 2017 to unitholders of record at the close of business on February 7, 2017 . Also on February 16, 2017 , a cash distribution of $0.9 million was made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distribution paid per common and subordinated unit. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 is as follows (in thousands, except per unit data): Year ended December 31, 2016: (1) First quarter Second quarter Third quarter Fourth quarter (2) Operating revenues $ 54,543 $ 46,547 $ 41,067 $ 59,466 Operating expenses 18,926 17,547 15,531 22,677 Operating income 35,617 29,000 25,536 36,789 Net income $ 34,426 $ 27,936 $ 24,989 $ 34,259 Net income per limited partner unit - basic $ 0.49 $ 0.38 $ 0.30 $ 0.33 Net income per limited partner unit - diluted $ 0.48 $ 0.38 $ 0.30 $ 0.33 Year ended December 31, 2015: (1) First quarter Second quarter 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 $ 1,326 $ 12,521 Net income per limited partner unit - basic $ 0.16 $ 0.21 $ 0.21 $ 0.18 Net income per limited partner unit - diluted $ 0.16 $ 0.21 $ 0.21 $ 0.18 (1) The sum of quarterly data in some cases may not equal the yearly total due to rounding. (2) Includes the results of the Vantage Midstream Entities for the period from October 19, 2016 to December 31, 2016. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies and Related Matters (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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. The Partnership’s acquisition of the Vantage Midstream Entities from Rice Energy is accounted for as a combination of entities under common control at historical cost. As the Vantage Midstream Asset Acquisition occurred concurrently with the Vantage Acquisition, no predecessor period existed, which would warrant retrospective recast of our financial statements. Therefore, no statements were required to be recast. |
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 | 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. 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 systems and associated compression in Washington and Greene Counties, 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. 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 operating expenses. Other income and expenses, interest and income taxes are managed on a consolidated basis. There were no inter-segment transactions during any of the periods presented. |
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. |
Credit Risk | The Partnership manages credit risk of sales to third parties by limiting dealings to those third parties meeting specified criteria for credit and liquidity strength and by actively monitoring these accounts. The Partnership may request a letter of credit, guarantee, performance bond or other credit enhancement from a third-party in order for that third-party to meet the Partnership’s credit criteria. |
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 exceed consolidated balance sheet amounts due to outstanding checks. The Partnership has no 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 and compression systems as the Partnership believes that these assets have indeterminate useful lives. The asset retirement obligations recorded in the consolidated balance sheets at December 31, 2016 and 2015 were related to our water services assets. The Partnership records a liability for such asset retirement obligations and capitalizes a corresponding amount for asset retirement costs. The liability is estimated using the present value of expected future cash flows, adjusted for inflation and discounted at the Partnership’s credit adjusted risk-free rate. The current portion of asset retirement obligations are recorded in other accrued liabilities and the long term portion of asset retirement obligations are recorded in other long-term liabilities on the consolidated balance sheets. |
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 its long-lived assets for impairment when events and circumstances indicate, in management’s judgment, that the carrying value of such assets may not be recoverable. Long-lived assets assessed for impairment are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows for other assets and liabilities. 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 Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business. 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. A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by management on a regular basis. In 2014, $39.1 million of goodwill was allocated to the Gathering and Compression segment as a result of the acquisition of the remaining 50% interest in Alpha Holdings in its Marcellus joint venture. On October 19, 2016, the Partnership acquired from Rice Energy all of the outstanding membership interests in the Vantage Midstream Entities. As a result of the acquisition of the Vantage Midstream Entities from Rice Energy, and based on the purchase price allocation preliminarily performed by Rice Energy, the Partnership ascribed $455.4 million of goodwill to the Gathering and Compression segment. See Note 2 for further information regarding the Vantage Midstream Asset Acquisition. The Partnership may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. To the extent that such indicators exist, the Partnership would complete the two-step goodwill impairment test. The Partnership may also perform the two-step goodwill impairment test at its discretion without performing the qualitative assessment. The first step compares the fair value of a reporting unit to its carrying value. If the carrying amount of a reporting unit exceeds its fair value, the second step is required which compares the implied fair value of the goodwill of a reporting unit to its carrying value. If the carrying value of the goodwill of a reporting unit exceeds its implied fair value, the difference is recognized as an impairment charge. As deemed necessary, the Partnership uses a combination of the income and market approach to estimate the fair value of a reporting unit. The fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates of 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, future results could differ from our current estimates and assumptions. The Partnership’s fourth quarter 2016 annual test included the assessment of qualitative factors to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying value. The qualitative assessment encompassed a review of events and circumstances specific to the reporting unit with goodwill as well as circumstances specific to the entity as a whole. The Partnership’s qualitative assessment considered among other things, factors such as macroeconomic conditions, industry and market considerations, including changes in the Partnership’s common unit price and market multiples, projected financial performance, cost factors, changes in carrying values and other relevant factors. In considering the totality of the qualitative factors assessed, based on the weight of evidence, circumstances did not exist that would indicate it was more likely than not that goodwill was impaired. Accordingly, the Partnership did not perform a two-step quantitative analysis in 2016. No impairment was recorded for the years presented herein. 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 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. |
Net Income per Limited Partner Unit | Net Income per Limited Partner Unit 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 GP Holdings. Basic and diluted net income per limited partner unit is calculated by dividing limited partners’ interest in net income, less general partner incentive distributions and pre-acquisition net income attributable to the general partner, by the weighted average number of outstanding limited partner units during the period. We compute earnings per unit using the two-class method for master limited partnerships. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the Partnership’s partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period. We calculate net income available to limited partners based on the distributions pertaining to the current period’s net income. 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 under the two-class method 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 Rice Midstream Partners LP 2014 Long Term Incentive Plan (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. |
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. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) – Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) – Narrow Scope Improvements and Practical Expedients.” These updates do not change the core principle of the guidance in Topic 606 (as amended by ASU 2014-09), but rather provide further guidance with respect to implementation of ASU 2014-09. The effective date for ASU 2016-10, 2016-11, 2016-12 and ASU 2014-09, as amended by ASU 2015-14, is for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Partnership has obtained representative samples of contracts and other forms of agreements with its customers and are evaluating the provisions contained therein in light of the five-step model specified by the new guidance. That five-step model includes: (1) determination of whether a contract-an agreement between two or more parties that creates legally enforceable rights and obligations-exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Company anticipates adopting the standard using the modified retrospective approach at adoption. The Partnership will be evaluating individual customer contracts within each of our business segments as we continue to evaluate the impact of the adoption of this standard. In August 2014, the FASB issued ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which specifies the responsibility an entity’s management has to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern. The new guidance is effective for annual and interim periods beginning after December 15, 2016. The Partnership has adopted ASU 2014-15 in the fourth quarter of 2016 and has determined that substantial doubt does not exist about its ability to continue as a going concern. 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. 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 adopted ASU 2015-15 in the first quarter of 2016 and presents debt issuance costs associated with the Partnership’s revolving credit facility (defined in Note 3) as deferred financing costs, net in the 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 February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Partnership is currently evaluating the impact of the new guidance on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for share-based payment award transactions, which include: (i) income tax consequences, (ii) classification of awards as either equity or liabilities, (iii) classification on the statement of cash flows and (iv) forfeiture rate calculations. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Partnership plans to adopt ASU 2016-09 in the first quarter of 2017. The Partnership does not anticipate that this guidance will have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed by current GAAP and thereby reduce the current diversity in practice. ASU 2016-15 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. The Partnership does not anticipate that this guidance will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU eliminates Step 2 from the goodwill impairment test which previously required measurement of any goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the new standard, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, without exceeding the total amount of goodwill allocated to that reporting unit. The provisions of this ASU are effective for fiscal years, and any interim goodwill impairment tests within those fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. A reporting entity should apply the amendment on a prospective basis. The Partnership plans to adopt ASU 2017-04 in the first quarter of 2017. |
Commitments and Contingencies | From time to time the Partnership is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to the Partnership cannot be predicted with certainty, the Partnership believes that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows. When it is determined that a loss is probable of occurring and is reasonably estimable, the Partnership accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Partnership discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies and Related Matters (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Change in Asset Retirement Obligation | A reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligations for the years ended December 31, 2016 and 2015 is as follows: (in thousands) Balance at December 31, 2014 $ 1,900 Liabilities incurred 1,479 Liabilities settled (1,129 ) Accretion expense 172 Revisions in estimated cash flows 626 Balance at December 31, 2015 $ 3,048 Liabilities incurred 46 Liabilities assumed in Vantage Midstream Asset Acquisition 2,452 Liabilities settled (46 ) Accretion expense 290 Balance at December 31, 2016 $ 5,790 |
Schedule of Components of Interest Incurred | The following table summarizes the components of the Partnership’s interest incurred for the years ended December 31, 2016 , 2015 and 2014 : Years Ended December 31, (in thousands) 2016 2015 2014 Interest incurred: Interest expensed $ 3,931 $ 3,164 $ 13,571 Interest capitalized 175 222 402 Total incurred $ 4,106 $ 3,386 $ 13,973 |
Property, Plant and Equipment | The following table provides detail of property and equipment presented in the consolidated balance sheets at December 31, 2016 and 2015 . Years Ended December 31, (in thousands) 2016 2015 Natural gas gathering assets $ 675,830 $ 453,537 Natural gas gathering assets in progress 3,780 540 Accumulated depreciation (21,615 ) (10,725 ) Natural gas gathering assets, net 657,995 443,352 Water service assets 165,482 144,686 Water service assets in progress 4,060 1,324 Accumulated depreciation (24,981 ) (12,014 ) Water service assets, net 144,561 133,996 Other property and equipment, net 2,471 678 Property and equipment, net $ 805,027 $ 578,026 |
Schedule of Goodwill | Goodwill for the years ended December 31, 2016 and 2015 are detailed below. (in thousands) Goodwill Balance, December 31, 2014 $ 39,142 Accumulated amortization — Balance, December 31, 2015 39,142 Accumulated amortization — Additions 455,438 Balance, December 31, 2016 $ 494,580 |
Schedule of Intangible Assets | Intangible assets for the years ended December 31, 2016 and 2015 are detailed below. (in thousands) December 31, 2016 December 31, 2015 Intangible assets $ 48,947 $ 48,947 Less: accumulated amortization (4,422 ) (2,788 ) Intangible assets, net 44,525 46,159 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The following unaudited pro forma combined financial information presents the Partnership’s results as though the acquisition of the Vantage Midstream Entities and the 2016 Private Placement had been completed at January 1, 2015. Year Ended December 31, (in thousands, except per share data) 2016 2015 Pro forma operating revenues $ 253,817 $ 156,944 Pro forma limited partner net income $ 150,846 $ 67,199 Pro forma earnings per common unit (basic) $ 1.54 $ 0.84 Pro forma earnings per common unit (diluted) $ 1.54 $ 0.83 Pro forma earnings per subordinated units $ 1.55 $ 0.84 Subsequent to the completion of the Vantage Midstream Asset Acquisition, the Vantage Midstream Entities contributed the following to the Partnership’s consolidated operating results for the period from October 19, 2016 through December 31, 2016. (in thousands) Operating revenues $ 8,571 Net income $ 4,303 |
Partners' Capital Partners' Cap
Partners' Capital Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Capital Units | The following table presents the Partnership’s common and subordinated units issued from January 1, 2015 through December 31, 2016 : Limited Partners GP Holdings Common Subordinated Total Ownership % Balance, January 1, 2015 28,753,623 28,753,623 57,507,246 50 % Equity offering in November 2015 13,409,961 — 13,409,961 Vested phantom units, net 165 — 165 Balance, December 31, 2015 42,163,749 28,753,623 70,917,372 41 % Equity offering in June 2016 9,200,000 — 9,200,000 Equity offering in October 2016 20,930,233 — 20,930,233 Common units issued under ATM program 944,700 — 944,700 Vested phantom units, net 280,451 — 280,451 Balance, December 31, 2016 73,519,133 28,753,623 102,272,756 28 % |
Phantom Unit Awards (Tables)
Phantom Unit Awards (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 . Number of units Weighted average grant date fair value Total unvested, January 1, 2015 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 Granted 30,352 17.81 Vested (399,158 ) 16.52 Forfeited (33,470 ) 16.50 Total unvested - December 31, 2016 30,352 $ 17.81 |
Net Income per Limited Partne24
Net Income per Limited Partner Unit and Cash Distributions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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. Years Ended December 31, (in thousands, except unit data) 2016 2015 2014 Net income (loss) $ 121,610 $ 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 ) Less: General partner interest in net income attributable to incentive distribution rights 1,428 — — Limited partner net income $ 120,182 $ 45,199 $ 1,162 Net income allocable to common units $ 76,985 $ 23,340 $ 581 Net income allocable to subordinated units 43,197 21,859 581 Limited partner net income $ 120,182 $ 45,199 $ 1,162 Weighted-average limited partner units outstanding - basic: Common units 52,822,030 30,700,864 28,753,623 Subordinated units 28,753,623 28,753,623 28,753,623 Total 81,575,653 59,454,487 57,507,246 Weighted-average limited partner units outstanding - diluted: Common units (2) 53,065,865 30,807,972 28,755,346 Subordinated units 28,753,623 28,753,623 28,753,623 Total 81,819,488 59,561,595 57,508,969 Net income per limited partner unit - basic: Common units $ 1.46 $ 0.76 $ 0.02 Subordinated units (3) 1.50 0.76 0.02 Total $ 1.47 $ 0.76 $ 0.02 Net income per limited partner unit - diluted: Common units $ 1.45 $ 0.76 $ 0.02 Subordinated units (3) 1.50 0.76 0.02 Total $ 1.47 $ 0.76 $ 0.02 Cash distributions declared per limited partner unit: (4) Common units $ 0.9210 $ 0.7680 $ 0.0204 Subordinated units $ 0.9210 $ 0.7680 $ 0.0204 (1) Pre-acquisition net income allocated to the general partner relates to operations of the Water Assets for periods prior to their acquisition. (2) Diluted weighted-average limited partner common units includes the effect of 243,835 , 107,108 and 1,723 units for the years ended December 31, 2016 , 2015 and 2014 , respectively. (3) Basic and diluted income per limited partner unit is presented as if all earnings for the period had been distributed. While it appears that more income is allocated to the subordinated unitholders than the common unitholders for the twelve months ended December 31, 2016 , our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. (4) See below for further discussion of cash distributions declared for the period presented. |
Schedule of Incentive Distribution Rights | The Board of Directors of the Partnership’s general partner declared the following cash distributions to the Partnership’s common and subordinated unitholders for the periods presented. Quarters Ended Total Quarterly Distribution per Unit Date of Distribution December 31, 2015 $ 0.1965 February 11, 2016 March 31, 2016 0.2100 May 12, 2016 June 30, 2016 0.2235 August 11, 2016 September 30, 2016 0.2370 November 10, 2016 December 31, 2016 0.2505 February 16, 2017 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% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: Years Ended December 31, (in thousands) 2016 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: Years Ended December 31, (in thousands) 2016 2015 2014 Tax at statutory rate $ 42,563 $ 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 (42,563 ) (13,562 ) (366 ) Permanent difference — — 238 Income tax expense (benefit) $ — $ 5,812 $ (12,920 ) Effective tax rate — % 10.0 % 29.2 % |
Financial Information by Busi26
Financial Information by Business Segment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , 2015 and 2014 . Year Ended December 31, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 132,099 $ 69,524 $ 201,623 Total operating expenses 38,951 35,730 74,681 Operating income $ 93,148 $ 33,794 $ 126,942 Segment assets $ 1,260,681 $ 138,536 $ 1,399,217 Goodwill $ 494,580 $ — $ 494,580 Depreciation expense $ 10,840 $ 14,330 $ 25,170 Capital expenditures for segment assets $ 113,033 $ 8,054 $ 121,087 Year Ended December 31, 2015 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 77,211 $ 37,248 $ 114,459 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 Depreciation expense $ 6,310 $ 10,089 $ 16,399 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 Total operating revenues $ 6,448 $ — $ 6,448 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 Depreciation expense $ 2,856 $ 1,309 $ 4,165 Capital expenditures for segment assets $ 138,151 $ 31,675 $ 169,826 |
Quarterly Financial Informati27
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The Partnership’s quarterly financial information for the years ended December 31, 2016 and 2015 is as follows (in thousands, except per unit data): Year ended December 31, 2016: (1) First quarter Second quarter Third quarter Fourth quarter (2) Operating revenues $ 54,543 $ 46,547 $ 41,067 $ 59,466 Operating expenses 18,926 17,547 15,531 22,677 Operating income 35,617 29,000 25,536 36,789 Net income $ 34,426 $ 27,936 $ 24,989 $ 34,259 Net income per limited partner unit - basic $ 0.49 $ 0.38 $ 0.30 $ 0.33 Net income per limited partner unit - diluted $ 0.48 $ 0.38 $ 0.30 $ 0.33 Year ended December 31, 2015: (1) First quarter Second quarter 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 $ 1,326 $ 12,521 Net income per limited partner unit - basic $ 0.16 $ 0.21 $ 0.21 $ 0.18 Net income per limited partner unit - diluted $ 0.16 $ 0.21 $ 0.21 $ 0.18 (1) The sum of quarterly data in some cases may not equal the yearly total due to rounding. (2) Includes the results of the Vantage Midstream Entities for the period from October 19, 2016 to December 31, 2016. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies and Related Matters (Narrative) (Details) | Feb. 22, 2016 | Nov. 04, 2015subsidiary | Dec. 31, 2016USD ($)countybusiness_segmentshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Oct. 19, 2016USD ($) | Feb. 21, 2016shares | Jan. 29, 2014 | Jan. 28, 2014 | |||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Goodwill | $ 494,580,000 | $ 39,142,000 | $ 39,142,000 | |||||||||
Accumulated amortization | [1] | 2,100,000 | 600,000 | |||||||||
Amortization of deferred finance costs | [1] | $ 1,479,000 | [2] | 576,000 | [2] | 0 | ||||||
Number of business segments | business_segment | 2 | |||||||||||
Gathering and Compression | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Goodwill | $ 494,580,000 | $ 39,142,000 | $ 39,142,000 | |||||||||
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 revenues | 33.00% | |||||||||||
Common Units | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of common units and subordinated units assigned to the Partnership | shares | 73,519,133 | 42,163,749 | ||||||||||
Subordinated Units | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of common units and subordinated units assigned to the Partnership | shares | 28,753,623 | 28,753,623 | ||||||||||
Limited Partners | GP Holdings | Common Units | Partnership Interest | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of common units and subordinated units assigned to the Partnership | shares | 3,623 | |||||||||||
Limited Partners | GP Holdings | Subordinated Units | Partnership Interest | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of common units and subordinated units assigned to the Partnership | shares | 28,753,623 | |||||||||||
Limited Partners | GP Holdings | Common Units | Private Placement | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Limited partner interest percentage | 8.25% | |||||||||||
Rice Energy | Gathering revenues | Customer Concentration Risk | Gathering Revenue | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Percentage of revenues | 67.00% | |||||||||||
Rice Energy | Gathering revenues | Customer Concentration Risk | Water Revenue | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Percentage of revenues | 95.00% | |||||||||||
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 | $ 39,100,000 | |||||||||||
Water Assets | Subsidiary of Common Parent | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of subsidiaries acquired | subsidiary | 2 | |||||||||||
Vantage Midstream Entities | Subsidiary of Common Parent | Gathering and Compression | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Goodwill | $ 455,400,000 | |||||||||||
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. | |||||||||||
[2] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies and Related Matters (Reconciliation of Beginning and Ending Aggregate Carrying Amount of Asset Retirement Obligations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance | $ 3,048 | $ 1,900 |
Liabilities incurred | 46 | 1,479 |
Liabilities settled | (46) | (1,129) |
Accretion expense | 290 | 172 |
Revisions in estimated cash flows | 626 | |
Balance | 5,790 | $ 3,048 |
Vantage Midstream Entities | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Liabilities incurred | $ 2,452 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies and Related Matters (Schedule of Interest Incurred) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Interest incurred: | |||
Interest expensed | $ 3,931 | $ 3,164 | $ 13,571 |
Interest capitalized | 175 | 222 | 402 |
Total incurred | $ 4,106 | $ 3,386 | $ 13,973 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies and Related Matters (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 805,027 | $ 578,026 |
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 | $ 675,830 | 453,537 |
Accumulated depreciation | (21,615) | (10,725) |
Natural gas gathering assets, net | 657,995 | 443,352 |
Water service assets, net | ||
Property, Plant and Equipment [Line Items] | ||
Water assets | 165,482 | 144,686 |
Accumulated depreciation | (24,981) | (12,014) |
Property and equipment, net | 144,561 | 133,996 |
Water service assets in progress | ||
Property, Plant and Equipment [Line Items] | ||
Natural gas gathering assets | 3,780 | 540 |
Water assets | 4,060 | 1,324 |
Other property and equipment, net | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 2,471 | $ 678 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies and Related Matters (Schedule of Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | [1],[2] | $ 1,634 | $ 1,632 | $ 1,156 |
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 39,142 | 39,142 | ||
Additions | 455,438 | |||
Goodwill, Ending Balance | 494,580 | 39,142 | 39,142 | |
Finite-lived Intangible Assets, Net [Abstract] | ||||
Intangible assets | 48,947 | 48,947 | ||
Less: accumulated amortization | (4,422) | (2,788) | ||
Intangible assets, net | $ 44,525 | 46,159 | ||
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 | $ 1,600 | $ 1,200 | |
2,017 | 1,600 | |||
2,018 | 1,600 | |||
2,019 | 1,600 | |||
2,020 | 1,600 | |||
2,021 | $ 1,600 | |||
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 have been retrospectively recast to reflect the acquisition of the Water Assets. | |||
[2] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Thousands | Oct. 19, 2016USD ($)mi | Oct. 07, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | ||||||
Net proceeds from private placement | [1] | $ 620,330 | $ 171,902 | $ 444,134 | ||
Proceeds from borrowings | [1] | 233,000 | 313,000 | 0 | ||
Goodwill | 494,580 | 39,142 | 39,142 | |||
Gathering and Compression | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 494,580 | $ 39,142 | $ 39,142 | |||
Vantage Midstream Entities | Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from borrowings | $ 159,000 | |||||
Vantage Midstream Entities | Private Placement | ||||||
Business Acquisition [Line Items] | ||||||
Net proceeds from private placement | $ 441,000 | $ 450,000 | ||||
Vantage Midstream Entities | Subsidiary of Common Parent | ||||||
Business Acquisition [Line Items] | ||||||
Number of miles of dry gas gathering and compression assets | mi | 30 | |||||
Aggregate purchase price | $ 600,000 | |||||
Vantage Midstream Entities | Subsidiary of Common Parent | Gathering and Compression | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 455,400 | |||||
Vantage Midstream Entities | Subsidiary of Common Parent | Gas gathering and compression assets | ||||||
Business Acquisition [Line Items] | ||||||
Gas gathering and compression assets | 144,600 | |||||
Wind Ridge Gathering System | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price | 14,300 | |||||
Gas gathering and compression assets | 10,900 | |||||
Goodwill | $ 3,400 | |||||
Percentage of voting interests acquired | 67.50% | |||||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Acquisitions (Schedule of Post-
Acquisitions (Schedule of Post-Acquisition Operating Results and Pro Forma Information) (Details) - Subsidiary of Common Parent - Vantage Midstream Entities - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Operating revenues | $ 8,571 | ||
Net income | $ 4,303 | ||
Pro forma operating revenues | $ 253,817 | $ 156,944 | |
Pro forma limited partner net income | $ 150,846 | $ 67,199 | |
Common Units | |||
Business Acquisition [Line Items] | |||
Pro forma earnings per common unit (basic) (in dollars per unit) | $ 1.54 | $ 0.84 | |
Pro forma earnings per common unit (diluted) (in dollars per unit) | 1.54 | 0.83 | |
Subordinated Units | |||
Business Acquisition [Line Items] | |||
Pro forma earnings per subordinated units (in dollars per unit) | $ 1.55 | $ 0.84 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Oct. 19, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 18, 2016USD ($) | Dec. 22, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||
Interest paid | [1] | $ 2,652,000 | $ 3,146,000 | $ 0 | |||
Revolving Credit Facility | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee based on undrawn commitment (basis points) | 0.375% | ||||||
Revolving Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee based on undrawn commitment (basis points) | 0.50% | ||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin (basis points) | 2.00% | ||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin (basis points) | 3.00% | ||||||
Revolving Credit Facility | Federal Funds Rate | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin (basis points) | 0.50% | ||||||
Revolving Credit Facility | One Month Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin (basis points) | 1.00% | ||||||
Revolving Credit Facility | One Month Eurodollar, Additional Margin | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin (basis points) | 1.00% | ||||||
Revolving Credit Facility | One Month Eurodollar, Additional Margin | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin (basis points) | 2.00% | ||||||
Revolving Credit Facility | Wells Fargo Bank, N.A. | |||||||
Debt Instrument [Line Items] | |||||||
Maximum credit amount | $ 850,000,000 | $ 450,000,000 | $ 450,000,000 | ||||
Additional commitments available under accordion feature | $ 200,000,000 | 200,000,000 | |||||
Borrowings outstanding | 190,000,000 | ||||||
Amount of availability under facility | 660,000,000 | ||||||
Average daily balance of the credit facility | $ 110,000,000 | ||||||
Weighted average annual interest rate percentage | 4.70% | ||||||
Consolidated current interest expense ratio | 2.50 | ||||||
Consolidated total leverage ratio | 4.75 | ||||||
Consolidated total leverage ratio after electing to issue senior unsecured notes | 5.25 | ||||||
Consolidated senior secured leverage ratio | 3.50 | ||||||
Revolving Credit Facility | Wells Fargo Bank, N.A. | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum credit amount | $ 50,000,000 | ||||||
Borrowings outstanding | $ 0 | ||||||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Nov. 04, 2015USD ($)gal | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Water Assets | Subsidiary of Common Parent | ||||
Other Commitments [Line Items] | ||||
Aggregate purchase price | $ 200 | |||
Increase in conveyed systems' capacities | gal | 5,000,000 | |||
Amount of earn out provision | $ 25 | |||
Compression equipment | ||||
Other Commitments [Line Items] | ||||
Future payments for equipment | $ 5 | |||
2,017 | 1.5 | |||
2,018 | 1.2 | |||
2,019 | 1.2 | |||
2,020 | 0.6 | |||
2,021 | 0.3 | |||
Thereafter | 0.3 | |||
Compression equipment | Operation and Maintenance Expense | ||||
Other Commitments [Line Items] | ||||
Rent expense | $ 1.6 | $ 1.7 | $ 0.8 |
Partners' Capital (Details)
Partners' Capital (Details) - USD ($) | Dec. 31, 2016 | Oct. 19, 2016 | Oct. 07, 2016 | Jun. 13, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Underwriting discounts and commissions | [1] | $ 0 | $ 129,000 | $ 2,396,000 | |||||||
Net proceeds from private placement | [1] | $ 620,330,000 | $ 171,902,000 | $ 444,134,000 | |||||||
Common | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Common and Subordinated units outstanding | 73,519,133 | 42,163,749 | 73,519,133 | 42,163,749 | |||||||
Subordinated | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Common and Subordinated units outstanding | 28,753,623 | 28,753,623 | 28,753,623 | 28,753,623 | |||||||
GP Holdings | Limited Partners | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Ownership % | 28.00% | 41.00% | 50.00% | ||||||||
GP Holdings | Common | Limited Partners | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Common and Subordinated units outstanding | 3,623 | 3,623 | |||||||||
GP Holdings | Subordinated | Limited Partners | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Common and Subordinated units outstanding | 28,753,623 | 28,753,623 | |||||||||
Equity offering in June 2016 | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Limited partner common units sold through underwritten public offering (number of units) | 9,200,000 | ||||||||||
Price per limited partner common unit | $ 18.50 | ||||||||||
Underwriting discounts and commissions | $ 6,000,000 | ||||||||||
Net proceeds | $ 164,100,000 | ||||||||||
Over-Allotment Option | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Limited partner common units sold through underwritten public offering (number of units) | 1,200,000 | ||||||||||
Common units issued in ATM program, net of offering costs | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Limited partner common units sold through underwritten public offering (number of units) | 944,700 | ||||||||||
Net proceeds | $ 15,800,000 | ||||||||||
Common units issued in ATM program, net of offering costs | Maximum | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Aggregate offering price | $ 100,000,000 | ||||||||||
Common units issued in ATM program, net of offering costs | Weighted Average | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Price per limited partner common unit | $ 17.21 | $ 17.21 | |||||||||
Private Placement | Vantage Midstream Entities | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Limited partner common units sold through underwritten public offering (number of units) | 20,930,233 | ||||||||||
Price per limited partner common unit | $ 21.50 | ||||||||||
Underwriting discounts and commissions | $ 9,400,000 | ||||||||||
Net proceeds | 440,600,000 | ||||||||||
Net proceeds from private placement | $ 441,000,000 | $ 450,000,000 | |||||||||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Common and Subordinated Units Issued) (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Balance (in units) | 70,917,372 | 57,507,246 | |||
Vested phantom units, net (in units) | 280,451 | 165 | |||
Balance (in units) | 102,272,756 | 70,917,372 | 57,507,246 | 102,272,756 | 70,917,372 |
Equity offering in November 2015 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 13,409,961 | ||||
Equity offering in June 2016 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 9,200,000 | ||||
Equity offering in October 2016 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 20,930,233 | ||||
Common units issued in ATM program, net of offering costs | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 944,700 | ||||
Common | Limited Partners | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Balance (in units) | 42,163,749 | 28,753,623 | |||
Vested phantom units, net (in units) | 280,451 | 165 | |||
Balance (in units) | 73,519,133 | 42,163,749 | 28,753,623 | 73,519,133 | 42,163,749 |
Common | Limited Partners | Equity offering in November 2015 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 13,409,961 | ||||
Common | Limited Partners | Equity offering in June 2016 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 9,200,000 | ||||
Common | Limited Partners | Equity offering in October 2016 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 20,930,233 | ||||
Common | Limited Partners | Common units issued in ATM program, net of offering costs | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 944,700 | ||||
Subordinated | Limited Partners | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Balance (in units) | 28,753,623 | 28,753,623 | |||
Vested phantom units, net (in units) | 0 | 0 | |||
Balance (in units) | 28,753,623 | 28,753,623 | 28,753,623 | 28,753,623 | 28,753,623 |
Subordinated | Limited Partners | Equity offering in November 2015 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 0 | ||||
Subordinated | Limited Partners | Equity offering in June 2016 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 0 | ||||
Subordinated | Limited Partners | Equity offering in October 2016 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 0 | ||||
Subordinated | Limited Partners | Common units issued in ATM program, net of offering costs | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Equity offering and common units issued (in units) | 0 | ||||
Limited Partners | GP Holdings | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Ownership % | 28.00% | 41.00% | 50.00% |
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 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity compensation expense | $ 2.9 | $ 4.5 | $ 0.8 | |
Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum aggregate number of common units that may be issued | 5,000,000 | |||
Award vesting period | 1 year | |||
Unrecorded compensation expense | $ 0.2 | |||
Number of units | ||||
Total unvested, beginning balance (in units) | 432,628 | 434,094 | ||
Granted (in units) | 30,352 | 18,196 | ||
Vested (in units) | (399,158) | (242) | ||
Forfeited (in units) | (33,470) | (19,420) | ||
Total unvested, ending balance (in units) | 30,352 | 432,628 | 434,094 | |
Weighted average grant date fair value | ||||
Total unvested, beginning balance (in dollars per unit) | $ 16.52 | $ 16.50 | ||
Granted (in dollars per unit) | 17.81 | 16.87 | ||
Vested (in dollars per unit) | 16.52 | 16.50 | ||
Forfeited (in dollars per unit) | 16.50 | 16.50 | ||
Total unvested, ending balance (in dollars per unit) | $ 17.81 | $ 16.52 | $ 16.50 | |
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 | $ 2.8 | $ 4.1 | $ 0.1 |
Net Income per Limited Partne40
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 | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2016 | [1],[2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2] | Mar. 31, 2016 | [2] | Dec. 31, 2015 | [2] | Sep. 30, 2015 | [2] | Jun. 30, 2015 | [2] | Mar. 31, 2015 | [2] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | [3] | |||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||||||||||||
Net income (loss) | $ 34,259 | $ 24,989 | $ 27,936 | $ 34,426 | $ 12,521 | $ 1,326 | $ 13,790 | $ 12,924 | $ 121,610 | [3],[4],[5] | $ 52,495 | [3],[4] | $ (31,328) | [3],[4] | $ (27,787) | ||||||||||
Less: Pre-acquisition net income (loss) allocated to general partner | [3] | 0 | 7,296 | [5],[6] | (4,703) | [5],[6] | |||||||||||||||||||
Less: General partner interest in net income attributable to incentive distribution rights | [3] | 1,428 | 0 | 0 | |||||||||||||||||||||
Limited partner net income | [3] | $ 120,182 | $ 45,199 | [5] | $ 1,162 | [5] | |||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic (in units) | 81,575,653 | 59,454,487 | 57,507,246 | ||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted (in units) | 81,819,488 | 59,561,595 | 57,508,969 | ||||||||||||||||||||||
Net income per limited partner unit - basic: | |||||||||||||||||||||||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.33 | $ 0.30 | $ 0.38 | $ 0.49 | $ 0.18 | $ 0.21 | $ 0.21 | $ 0.16 | $ 1.47 | $ 0.76 | $ 0.02 | ||||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | $ 0.33 | $ 0.30 | $ 0.38 | $ 0.48 | $ 0.18 | $ 0.21 | $ 0.21 | $ 0.16 | $ 1.47 | $ 0.76 | $ 0.02 | ||||||||||||||
Phantom unit awards | |||||||||||||||||||||||||
Cash distributions declared per limited partner unit: | |||||||||||||||||||||||||
Effect of units on diluted weighted-average limited partner common units (in units) | 243,835 | 107,108 | 1,723 | ||||||||||||||||||||||
Common | |||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||||||||||||
Limited partner net income | $ 76,985 | $ 23,340 | $ 581 | ||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic (in units) | 52,822,030 | 30,700,864 | 28,753,623 | ||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted (in units) | [7] | 53,065,865 | 30,807,972 | 28,755,346 | |||||||||||||||||||||
Net income per limited partner unit - basic: | |||||||||||||||||||||||||
Net income per limited partner unit - basic (in dollars per unit) | [3],[8] | $ 1.46 | $ 0.76 | $ 0.02 | |||||||||||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | [3],[8] | 1.45 | 0.76 | 0.02 | |||||||||||||||||||||
Cash distributions declared per limited partner unit: | |||||||||||||||||||||||||
Cash distributions declared per limited partner unit (in dollars per unit) | [9] | $ 0.9210 | $ 0.768 | $ 0.0204 | |||||||||||||||||||||
Subordinated | |||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||||||||||||
Limited partner net income | $ 43,197 | $ 21,859 | $ 581 | ||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - basic (in units) | 28,753,623 | 28,753,623 | 28,753,623 | ||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted (in units) | 28,753,623 | 28,753,623 | 28,753,623 | ||||||||||||||||||||||
Net income per limited partner unit - basic: | |||||||||||||||||||||||||
Net income per limited partner unit - basic (in dollars per unit) | [10] | $ 1.50 | $ 0.76 | $ 0.02 | |||||||||||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | [10] | 1.50 | 0.76 | 0.02 | |||||||||||||||||||||
Cash distributions declared per limited partner unit: | |||||||||||||||||||||||||
Cash distributions declared per limited partner unit (in dollars per unit) | [9] | $ 0.9210 | $ 0.768 | $ 0.0204 | |||||||||||||||||||||
[1] | Includes the results of the Vantage Midstream Entities for the period from October 19, 2016 to December 31, 2016. | ||||||||||||||||||||||||
[2] | The sum of quarterly data in some cases may not equal the yearly total due to rounding. | ||||||||||||||||||||||||
[3] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||||||||||||||||||||
[4] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||||||||||||||||||||
[5] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||||||||||||||||||||
[6] | Pre-acquisition net income allocated to the general partner relates to operations of the Water Assets for periods prior to their acquisition. | ||||||||||||||||||||||||
[7] | Diluted weighted-average limited partner common units includes the effect of 243,835, 107,108 and 1,723 units for the years ended December 31, 2016, 2015 and 2014, respectively. | ||||||||||||||||||||||||
[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. | ||||||||||||||||||||||||
[9] | See below for further discussion of cash distributions declared for the period presented. | ||||||||||||||||||||||||
[10] | Basic and diluted income per limited partner unit is presented as if all earnings for the period had been distributed. While it appears that more income is allocated to the subordinated unitholders than the common unitholders for the twelve months ended December 31, 2016, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. |
Net Income per Limited Partne41
Net Income per Limited Partner Unit and Cash Distributions (Incentive Distribution Rights) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 16, 2017 | Nov. 10, 2016 | Aug. 11, 2016 | May 12, 2016 | Feb. 11, 2016 | Dec. 31, 2016 |
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 | $ 0.2370 | $ 0.2235 | $ 0.2100 | $ 0.1965 | ||
Subsequent Event | ||||||
Incentive Distribution Rights Holders | ||||||
Total Quarterly Distribution per Unit | $ 0.2505 | |||||
GP Holdings | Limited Partners | ||||||
Incentive Distribution Rights Holders | ||||||
Cash distribution | $ 0.5 | |||||
GP Holdings | Limited Partners | Subsequent Event | ||||||
Incentive Distribution Rights Holders | ||||||
Cash distribution | $ 0.9 | |||||
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 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Millions | Nov. 01, 2015USD ($) | Dec. 31, 2016tax_year |
Income Taxes [Line Items] | ||
Federal statutory percentage rate | 35.00% | |
Number of short tax years | tax_year | 2 | |
Deferred Tax Liability Eliminated through Equity | Water Assets | ||
Income Taxes [Line Items] | ||
Tax impact of acquisition of Water Assets | $ | $ 7.7 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | [1] | |||
Current tax expense (benefit): | |||||||
Federal | $ 0 | $ 0 | $ 3,720 | ||||
State | 0 | 0 | 704 | ||||
Total | 0 | 0 | 4,424 | ||||
Deferred tax expense (benefit): | |||||||
Federal | (9,809) | 0 | 986 | ||||
State | (3,111) | 0 | 402 | ||||
Total | (12,920) | 0 | 1,388 | ||||
Total income tax benefit | $ (12,920) | $ 0 | [1] | $ 5,812 | [1] | $ (12,920) | |
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | [1] | |||
Income Tax Disclosure [Abstract] | |||||||
Tax at statutory rate | $ (15,488) | $ 42,563 | $ 18,150 | ||||
State income taxes | (2,022) | 0 | 719 | ||||
Incentive unit expense | 4,718 | 0 | 365 | ||||
Equity compensation expense | 0 | 0 | 140 | ||||
Partnership net income not subject to taxes | (366) | (42,563) | (13,562) | ||||
Permanent difference | 238 | 0 | 0 | ||||
Total income tax benefit | $ (12,920) | $ 0 | [1] | $ 5,812 | [1] | $ (12,920) | |
Effective tax rate (percentage) | 29.20% | 0.00% | 10.00% | ||||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Related Party Transactions (Det
Related Party Transactions (Details) | Nov. 04, 2015 | Dec. 31, 2014USD ($) | Dec. 22, 2014$ / MMBTU | Jan. 29, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 22, 2014USD ($)$ / MMBTU | |
Related Party Transaction [Line Items] | |||||||||
Incentive unit expense | [1],[2],[3] | $ 0 | $ 1,044,000 | $ 13,480,000 | |||||
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 | |||||||
Stock Compensation Awards Granted by Related Party | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity compensation expense | $ 0 | $ 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 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 expense | $ 1,000,000 | $ 1,500,000 | |||||||
[1] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||||
[2] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | ||||||||
[3] | Incentive unit expense for the years ended December 2015 and 2014 was allocated from Rice Energy. |
Financial Information by Busi46
Financial Information by Business Segment (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016business_segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Financial Information by Busi47
Financial Information by Business Segment (Schedule of Operating Results and Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2] | Mar. 31, 2016 | [2] | Dec. 31, 2015 | Sep. 30, 2015 | [2] | Jun. 30, 2015 | [2] | Mar. 31, 2015 | [2] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Operating revenues | $ 59,466 | [1],[2] | $ 41,067 | $ 46,547 | $ 54,543 | $ 29,314 | [2] | $ 30,075 | $ 28,560 | $ 26,511 | $ 201,623 | [3] | $ 114,459 | [3] | $ 6,448 | [3] | ||||||
Operating expenses | 22,677 | [1],[2] | 15,531 | 17,547 | 18,926 | 15,539 | [2] | 14,065 | 11,794 | 11,025 | 74,681 | [3] | 52,423 | [3] | 37,015 | [3] | ||||||
Operating income (loss) | 36,789 | [1],[2] | $ 25,536 | $ 29,000 | $ 35,617 | 13,775 | [2] | $ 16,010 | $ 16,766 | $ 15,486 | 126,942 | [3] | 62,036 | [3] | (30,567) | [3] | ||||||
Segment assets | 1,399,217 | 689,790 | 1,399,217 | 689,790 | 443,091 | |||||||||||||||||
Goodwill | 494,580 | 39,142 | 494,580 | 39,142 | 39,142 | |||||||||||||||||
Depreciation expense | 25,170 | 16,399 | 4,165 | |||||||||||||||||||
Capital expenditures for segment assets | 121,087 | 248,463 | 169,826 | |||||||||||||||||||
Gathering and Compression | ||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Operating revenues | 132,099 | 77,211 | 6,448 | |||||||||||||||||||
Operating expenses | 38,951 | 28,326 | 32,059 | |||||||||||||||||||
Operating income (loss) | 93,148 | 48,885 | (25,611) | |||||||||||||||||||
Segment assets | 1,260,681 | 547,810 | 1,260,681 | 547,810 | 399,295 | |||||||||||||||||
Goodwill | 494,580 | 39,142 | 494,580 | 39,142 | 39,142 | |||||||||||||||||
Depreciation expense | 10,840 | 6,310 | 2,856 | |||||||||||||||||||
Capital expenditures for segment assets | 113,033 | 149,706 | 138,151 | |||||||||||||||||||
Water Services | ||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Operating revenues | 69,524 | 37,248 | 0 | |||||||||||||||||||
Operating expenses | 35,730 | 24,097 | 4,956 | |||||||||||||||||||
Operating income (loss) | 33,794 | 13,151 | (4,956) | |||||||||||||||||||
Segment assets | 138,536 | 141,980 | 138,536 | 141,980 | 43,796 | |||||||||||||||||
Goodwill | $ 0 | $ 0 | 0 | 0 | 0 | |||||||||||||||||
Depreciation expense | 14,330 | 10,089 | 1,309 | |||||||||||||||||||
Capital expenditures for segment assets | $ 8,054 | $ 98,757 | $ 31,675 | |||||||||||||||||||
[1] | Includes the results of the Vantage Midstream Entities for the period from October 19, 2016 to December 31, 2016. | |||||||||||||||||||||
[2] | The sum of quarterly data in some cases may not equal the yearly total due to rounding. | |||||||||||||||||||||
[3] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 16, 2017 | Jan. 20, 2017 | Dec. 31, 2016 |
GP Holdings | Limited Partners | |||
Subsequent Event [Line Items] | |||
Cash distribution | $ 0.5 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2505 | ||
Subsequent Event | GP Holdings | Limited Partners | |||
Subsequent Event [Line Items] | |||
Cash distribution | $ 0.9 |
Quarterly Financial Informati49
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2016 | [1],[2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2] | Mar. 31, 2016 | [2] | Dec. 31, 2015 | [2] | Sep. 30, 2015 | [2] | Jun. 30, 2015 | [2] | Mar. 31, 2015 | [2] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | [3] | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||
Operating revenues | $ 59,466 | $ 41,067 | $ 46,547 | $ 54,543 | $ 29,314 | $ 30,075 | $ 28,560 | $ 26,511 | $ 201,623 | [3] | $ 114,459 | [3] | $ 6,448 | [3] | ||||||||||
Operating expenses | 22,677 | 15,531 | 17,547 | 18,926 | 15,539 | 14,065 | 11,794 | 11,025 | 74,681 | [3] | 52,423 | [3] | 37,015 | [3] | ||||||||||
Operating income (loss) | 36,789 | 25,536 | 29,000 | 35,617 | 13,775 | 16,010 | 16,766 | 15,486 | 126,942 | [3] | 62,036 | [3] | (30,567) | [3] | ||||||||||
Net income (loss) | $ 34,259 | $ 24,989 | $ 27,936 | $ 34,426 | $ 12,521 | $ 1,326 | $ 13,790 | $ 12,924 | $ 121,610 | [3],[4],[5] | $ 52,495 | [3],[4] | $ (31,328) | [3],[4] | $ (27,787) | |||||||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.33 | $ 0.30 | $ 0.38 | $ 0.49 | $ 0.18 | $ 0.21 | $ 0.21 | $ 0.16 | $ 1.47 | $ 0.76 | $ 0.02 | |||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | $ 0.33 | $ 0.30 | $ 0.38 | $ 0.48 | $ 0.18 | $ 0.21 | $ 0.21 | $ 0.16 | $ 1.47 | $ 0.76 | $ 0.02 | |||||||||||||
[1] | Includes the results of the Vantage Midstream Entities for the period from October 19, 2016 to December 31, 2016. | |||||||||||||||||||||||
[2] | The sum of quarterly data in some cases may not equal the yearly total due to rounding. | |||||||||||||||||||||||
[3] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | |||||||||||||||||||||||
[4] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. | |||||||||||||||||||||||
[5] | Financial statements for 2014 have been retrospectively recast to reflect the acquisition of the Water Assets. |