Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
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-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Units Outstanding | ||
Document and Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 73,549,485 | |
Entity Subordinated Units Outstanding | ||
Document and Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,753,623 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 1,810 | $ 21,834 |
Accounts receivable | 18,855 | 8,758 |
Accounts receivable - affiliate | 19,872 | 11,838 |
Prepaid expenses, deposits and other | 1,640 | 64 |
Total current assets | 42,177 | 42,494 |
Long-term assets: | ||
Property and equipment, net | 913,425 | 805,027 |
Deferred financing costs, net | 9,482 | 12,591 |
Goodwill | 496,588 | 494,580 |
Intangible assets, net | 43,306 | 44,525 |
Total assets | 1,504,978 | 1,399,217 |
Current liabilities: | ||
Accounts payable | 12,953 | 4,172 |
Accrued capital expenditures | 26,732 | 9,074 |
Other accrued liabilities | 4,675 | 8,376 |
Total current liabilities | 44,360 | 21,622 |
Long-term liabilities: | ||
Long-term debt | 222,000 | 190,000 |
Other long-term liabilities | 6,399 | 5,189 |
Total liabilities | 272,759 | 216,811 |
Partners’ capital: | ||
Total partners’ capital | 1,232,219 | 1,182,406 |
Total liabilities and partners’ capital | 1,504,978 | 1,399,217 |
Common | ||
Partners’ capital: | ||
Common and subordinated units | 1,311,205 | 1,276,036 |
Subordinated | ||
Partners’ capital: | ||
Common and subordinated units | $ (78,986) | $ (93,630) |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common | ||
Common and Subordinated units issued (in units) | 73,549,485 | 73,519,133 |
Common and Subordinated units outstanding (in units) | 73,549,485 | 73,519,133 |
Subordinated | ||
Common and Subordinated units issued (in units) | 28,753,623 | 28,753,623 |
Common and Subordinated units outstanding (in units) | 28,753,623 | 28,753,623 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Operating revenues: | |||||
Affiliate | $ 63,599 | $ 28,260 | $ 178,870 | $ 105,267 | |
Third-party | 18,102 | 12,807 | 37,958 | 36,890 | |
Total operating revenues | 81,701 | 41,067 | 216,828 | 142,157 | |
Operating expenses: | |||||
Operation and maintenance expense | 10,259 | 4,596 | 28,139 | 17,348 | |
General and administrative expense | [1] | 6,434 | 4,945 | 19,472 | 15,408 |
Depreciation expense | 7,667 | 5,489 | 22,831 | 17,714 | |
Acquisition costs | 35 | 0 | 529 | 73 | |
Amortization of intangible assets | 412 | 411 | 1,220 | 1,222 | |
Other expense | 2,247 | 90 | 2,380 | 239 | |
Total operating expenses | 27,054 | 15,531 | 74,571 | 52,004 | |
Operating income | 54,647 | 25,536 | 142,257 | 90,153 | |
Other income | 13 | 0 | 54 | 0 | |
Interest expense | (2,154) | (402) | (6,031) | (2,369) | |
Amortization of deferred finance costs | (1,052) | (145) | (3,151) | (433) | |
Net income | 51,454 | 24,989 | 133,129 | 87,351 | |
Calculation of limited partner interest in net income: | |||||
Less: General partner interest in net income attributable to incentive distribution rights | 1,949 | 427 | 4,779 | 540 | |
Limited partner net income | $ 49,505 | $ 24,562 | $ 128,350 | $ 86,811 | |
Net income per limited partner unit: | |||||
Common units (basic) (in dollars per unit) | $ 0.48 | $ 0.30 | $ 1.25 | $ 1.16 | |
Common units (diluted) (in dollars per unit) | 0.48 | 0.30 | 1.25 | 1.15 | |
Cash distributions declared per limited partner unit: | |||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | $ 0.237 | $ 0.8133 | $ 0.6705 | |
Rice Energy | |||||
Cash distributions declared per limited partner unit: | |||||
General and administrative expenses from Rice Energy | $ 5,600 | $ 4,400 | $ 16,800 | $ 12,700 | |
Common | |||||
Calculation of limited partner interest in net income: | |||||
Limited partner net income | $ 35,591 | $ 15,862 | $ 92,270 | $ 53,199 | |
Net income per limited partner unit: | |||||
Common units (basic) (in dollars per unit) | $ 0.48 | $ 0.30 | $ 1.25 | $ 1.15 | |
Common units (diluted) (in dollars per unit) | 0.48 | 0.30 | 1.25 | 1.14 | |
Cash distributions declared per limited partner unit: | |||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | $ 0.237 | $ 0.8133 | $ 0.6705 | |
Subordinated | |||||
Calculation of limited partner interest in net income: | |||||
Limited partner net income | $ 13,914 | $ 8,700 | $ 36,080 | $ 33,612 | |
Net income per limited partner unit: | |||||
Common units (basic) (in dollars per unit) | $ 0.48 | $ 0.30 | $ 1.25 | $ 1.17 | |
Common units (diluted) (in dollars per unit) | 0.48 | 0.30 | 1.25 | 1.17 | |
Subordinated units (basic and diluted) (in dollars per unit) | 0.48 | 0.30 | 1.25 | 1.17 | |
Cash distributions declared per limited partner unit: | |||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | $ 0.2370 | $ 0.8133 | $ 0.6705 | |
[1] | General and administrative expense includes charges from Rice Energy of $5.6 million and $4.4 million for the three months ended September 30, 2017 and 2016, respectively, and $16.8 million and $12.7 million for the nine months ended September 30, 2017 and 2016, respectively. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 133,129 | $ 87,351 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 22,831 | 17,714 |
Amortization of intangibles | 1,220 | 1,222 |
Amortization of deferred financing costs | 3,151 | 433 |
Equity compensation expense | 429 | 2,672 |
Changes in operating assets and liabilities: | ||
Accounts receivable and receivable from affiliate | (18,131) | (3,102) |
Prepaid expenses and other assets | (1,577) | (5) |
Accounts payable and payable to affiliate | 1,361 | 26 |
Accrued liabilities and other | (3,723) | 3,193 |
Net cash provided by operating activities | 138,690 | 109,504 |
Cash flows from investing activities: | ||
Capital expenditures | (99,234) | (97,679) |
Acquisitions | (7,654) | 0 |
Net cash used in investing activities | (106,888) | (97,679) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 32,000 | 43,000 |
Repayments of borrowings | 0 | (186,000) |
Additions to deferred financing costs | (81) | (206) |
Contributions from parent | 0 | 39 |
Employee tax withholding for settlement of common unit award vestings | 0 | (1,280) |
Distributions to related parties | (26,215) | (18,228) |
Distributions to public unitholders | (57,530) | (28,855) |
Net cash used in financing activities | (51,826) | (11,788) |
Net (decrease) increase in cash | (20,024) | 37 |
Cash at the beginning of the year | 21,834 | 7,597 |
Cash at the end of the period | 1,810 | 7,634 |
Supplemental disclosure of cash flow information: | ||
Capital expenditures financed by accounts payable | 9,658 | 2,378 |
Capital expenditures financed by accrued capital expenditures | 26,732 | 12,270 |
Common units issued under ATM program | ||
Cash flows from financing activities: | ||
Proceeds from offering | 0 | 15,713 |
Equity offering in June 2016 | ||
Cash flows from financing activities: | ||
Proceeds from offering | $ 0 | $ 164,029 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Partners' Capital (Unaudited) - USD ($) $ in Thousands | Total | Equity offering in June 2016 | Common units issued under ATM program | Limited PartnersCommon | Limited PartnersCommonEquity offering in June 2016 | Limited PartnersCommonCommon units issued under ATM program | Limited PartnersSubordinated & Incentive Distribution Right Holders |
Balance at Dec. 31, 2015 | $ 511,834 | $ 624,557 | $ (112,723) | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Contributions from parent | 39 | 39 | |||||
Equity compensation expense | 1,492 | 1,492 | |||||
Distributions to unitholders | (47,083) | (28,855) | (18,228) | ||||
Common units issued, net of offering costs | $ 164,029 | $ 15,713 | $ 164,029 | $ 15,713 | |||
Net income | 87,351 | 53,199 | 34,152 | ||||
Balance at Sep. 30, 2016 | 733,375 | 830,135 | (96,760) | ||||
Balance at Dec. 31, 2016 | 1,182,406 | 1,276,036 | (93,630) | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Equity compensation expense | 429 | 429 | 0 | ||||
Distributions to unitholders | (83,745) | (57,530) | (26,215) | ||||
Net income | 133,129 | 92,270 | 40,859 | ||||
Balance at Sep. 30, 2017 | $ 1,232,219 | $ 1,311,205 | $ (78,986) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Rice Midstream Partners LP (the “Partnership”) is a Delaware limited partnership formed by Rice Energy Inc. (“Rice Energy”) in August 2014. References in these unaudited condensed consolidated financial statements to Rice Energy refer collectively to “Rice Energy” and its consolidated subsidiaries, other than the Partnership and its consolidated subsidiaries. The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of September 30, 2017 and December 31, 2016 , its condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 , and its condensed consolidated statements of cash flows and partners’ capital for the nine months ended September 30, 2017 and 2016. Proposed Rice Energy Merger with EQT Corporation On June 19, 2017, Rice Energy entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation, a Pennsylvania corporation (“EQT”), and Eagle Merger Sub I, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of EQT (“Merger Sub”), pursuant to which EQT will acquire Rice Energy in exchange for a combination of shares of EQT common stock and cash. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Rice Energy, with Rice Energy continuing as the surviving entity and an indirect, wholly-owned subsidiary of EQT (the “Merger”). Immediately after the effective time of the Merger (the “Effective Time”), Rice Energy shall be merged with and into an indirect, wholly-owned limited liability company subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as an indirect, wholly-owned subsidiary of EQT. The completion of the Merger is subject to satisfaction or waiver of several conditions, including approval by the stockholders of Rice Energy and EQT and certain customary regulatory and other closing conditions, and is expected to close in the fourth quarter of 2017. As a result of the Merger, immediately after the Effective Time, EQT will acquire beneficial ownership, indirectly through Rice Energy Operating LLC, a Delaware limited liability company and a subsidiary of Rice Energy (“REO”), of 3,623 common units representing limited partnership interests in the Partnership, and 28,753,623 subordinated units representing limited interests in the Partnership, and all incentive distribution rights of the Partnership. Additionally, as a result of the Merger, EQT will indirectly own and control, indirectly through REO, Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). EQT will therefore retain the right to appoint all members of the board of directors of the General Partner and will control the Partnership subsequent to the close of the Merger. The Merger Agreement provides for certain termination rights for both Rice Energy and EQT, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by February 19, 2018 (which may be extended by either party to May 19, 2018 under certain circumstances). Upon termination of the Merger Agreement under certain specified circumstances, Rice Energy may be required to pay EQT, or EQT may be required to pay Rice Energy, a termination fee of $255.0 million . In addition, if the Merger Agreement is terminated because of a failure of a party’s shareholders to approve the proposals required to complete the Merger, that party may be required to reimburse the other party for its transaction expenses in an amount equal to $67.0 million . On October 12, 2017, Rice Energy and EQT filed the definitive joint proxy statement/prospectus for each of Rice Energy and EQT and commenced mailing the definitive joint proxy statement/prospectuses to shareholders of Rice Energy and EQT. The Company and EQT will each hold a special meeting of shareholders on November 9, 2017. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Vantage Acquisition On September 26, 2016, the Partnership entered into a Purchase and Sale Agreement by and between the Partnership and Rice Energy (the “Midstream Purchase Agreement”). Pursuant to the terms of the Midstream Purchase Agreement, and following the close of Rice Energy’s acquisition of Vantage Energy, LLC and Vantage Energy II, LLC (collectively, “Vantage”) and their subsidiaries (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 (the “Vantage Midstream Entities”). The Vantage Midstream Entities own midstream assets, including approximately 30 miles of dry gas gathering and compression assets and water assets. In consideration for the acquisition of the Vantage Midstream Entities (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 purchase price allocation ascribed approximately $144.6 million to property and equipment, $ 0.4 million in net working capital, and $ 455.0 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. The purchase price allocation was performed by Rice Energy. 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. Goodwill 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 The Vantage Midstream Entities contributed the following to the Partnership’s condensed consolidated operating results for the three and nine months ended September 30, 2017 . Three Months Ended Nine Months Ended (in thousands) September 30, 2017 September 30, 2017 Operating revenues $ 17,755 $ 45,588 Net income $ 14,485 $ 33,680 Unaudited 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, 2016. Pro Forma Three Months Ended Nine Months Ended (in thousands, except per unit data) September 30, 2016 September 30, 2016 Operating revenues $ 57,357 $ 191,871 Limited partner net income $ 34,156 $ 115,538 Earnings per common unit (basic) $ 0.33 $ 1.20 Earnings per common unit (diluted) $ 0.33 $ 1.20 Earnings per subordinated unit $ 0.33 $ 1.21 Other Acquisitions As of September 30, 2017, the Partnership acquired the remaining 32.5% interest in the gas gathering systems, facilities and pipelines in the Wind Ridge area for $ 7.6 million . The Partnership’s total purchase price, inclusive of the 67.5% interest acquired in conjunction with the Vantage Midstream Asset Acquisition, was approximately $ 22.0 million , of which $ 16.2 million was ascribed to property and equipment and $ 5.8 million to goodwill. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On December 22, 2014 , Rice Midstream OpCo LLC, the Partnership’s wholly-owned subsidiary (“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. As of September 30, 2017 , the revolving credit facility provided for lender commitments of $850.0 million , with an additional $200.0 million of commitments available under an accordion feature, subject to lender approval. As of September 30, 2017 , Rice Midstream OpCo had $222.0 million borrowings outstanding and no letters of credit outstanding under this facility, resulting in availability of $628.0 million . The average daily outstanding balance of the credit facility was approximately $205.2 million and interest was incurred on the facility at a weighted average annual interest rate of 3.0% during the nine months ended September 30, 2017 . The revolving credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. The Partnership and its restricted subsidiaries are the guarantors 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. 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 September 30, 2017 and represents a Level 2 measurement. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points. The Partnership’s revolving credit facility also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the revolving credit facility to be immediately due and payable. The Partnership was in compliance with such covenants effective as of September 30, 2017 . Interest paid in cash was approximately $ 6.4 million and $ 2.7 million for the nine months ended September 30, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation 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 three and nine months ended September 30, 2017 was $0.3 million and $1.1 million , respectively, and $0.4 million and $1.2 million for the three and nine months ended September 30, 2016 , respectively. Future payments for this equipment as of September 30, 2017 totaled $5.1 million (remainder of 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 Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities (the “Water Assets”), on November 4, 2015, the Partnership paid Rice Energy $200.0 million in cash plus an additional amount that would be paid 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 and Sale Agreement, by and between the Partnership and Rice Energy dated November 4, 2015. The Partnership has not recorded a contingent liability associated with the additional consideration as the required capacity increases were not considered probable as of September 30, 2017 . |
Partners' Capital
Partners' Capital | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Partners' Capital | Partners’ Capital The following table presents the Partnership’s common and subordinated units issued from January 1, 2016 through September 30, 2017 : Limited Partners Common Subordinated Total Balance, January 1, 2016 42,163,749 28,753,623 70,917,372 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 Vested phantom units, net 30,352 — 30,352 Balance, September 30, 2017 73,549,485 28,753,623 102,303,108 As of September 30, 2017 , Rice Midstream GP Holdings LLC (“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. |
Net Income per Limited Partner
Net Income per Limited Partner Unit and Cash Distributions | 9 Months Ended |
Sep. 30, 2017 | |
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. 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. The following table presents Partnership’s calculation of net income per limited partner unit for common and subordinated limited partner units. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except unit data) 2017 2016 2017 2016 Net income $ 51,454 $ 24,989 $ 133,129 $ 87,351 Less: General partner interest in net income attributable to incentive distribution rights 1,949 427 4,779 540 Limited partner net income $ 49,505 $ 24,562 $ 128,350 $ 86,811 Net income allocable to common units $ 35,591 $ 15,862 $ 92,270 $ 53,199 Net income allocable to subordinated units 13,914 8,700 36,080 33,612 Limited partner net income $ 49,505 $ 24,562 $ 128,350 $ 86,811 Weighted-average limited partner units outstanding - basic: Common units 73,549,485 52,419,942 73,533,198 46,376,896 Subordinated units 28,753,623 28,753,623 28,753,623 28,753,623 Total 102,303,108 81,173,565 102,286,821 75,130,519 Weighted-average limited partner units outstanding - diluted: Common units (1) 73,549,706 52,641,582 73,544,516 46,637,415 Subordinated units 28,753,623 28,753,623 28,753,623 28,753,623 Total 102,303,329 81,395,205 102,298,139 75,391,038 Net income per limited partner unit - basic: Common units $ 0.48 $ 0.30 $ 1.25 $ 1.15 Subordinated units 0.48 0.30 1.25 1.17 Total $ 0.48 $ 0.30 $ 1.25 $ 1.16 Net income per limited partner unit - diluted: Common units $ 0.48 $ 0.30 $ 1.25 $ 1.14 Subordinated units (2) 0.48 0.30 1.25 1.17 Total $ 0.48 $ 0.30 $ 1.25 $ 1.15 Cash distributions declared per limited partner unit: (3) Common units $ 0.2814 $ 0.2370 $ 0.8133 $ 0.6705 Subordinated units 0.2814 0.2370 0.8133 0.6705 Total $ 0.2814 $ 0.2370 $ 0.8133 $ 0.6705 (1) Diluted weighted-average limited partner common units includes the effect of 221 and 11,318 units for the three and nine months ended September 30, 2017 , respectively, and 221,640 and 260,519 units for the three and nine months ended September 30, 2016 , respectively, in each case related to the LTIP. (2) 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 nine months ended September 30, 2016, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. (3) 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% On August 17, 2017 , a cash distribution of $0.2711 per common and subordinated unit was paid to the Partnership’s unitholders related to the second quarter of 2017. On October 20, 2017 , the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the second quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017 . Also on November 16, 2017 , a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distributions paid per common and subordinated unit. |
Financial Information by Busine
Financial Information by Business Segment | 9 Months Ended |
Sep. 30, 2017 | |
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. The segment accounting policies are the same as those described in Note 1 to the 2016 Annual Report. The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2017 . Three Months Ended September 30, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 54,334 $ 27,367 $ 81,701 Total operating expenses 15,574 11,480 27,054 Operating income $ 38,760 $ 15,887 $ 54,647 Depreciation expense $ 3,348 $ 4,319 $ 7,667 Capital expenditures for segment assets $ 36,952 $ 4,246 $ 41,198 The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2016 . Three Months Ended September 30, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 33,503 $ 7,564 $ 41,067 Total operating expenses 8,833 6,698 15,531 Operating income $ 24,670 $ 866 $ 25,536 Depreciation expense $ 2,406 $ 3,083 $ 5,489 Capital expenditures for segment assets 21,399 1,261 $ 22,660 The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2017 . Nine Months Ended September 30, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 142,919 $ 73,909 216,828 Total operating expenses 40,754 33,817 74,571 Operating income $ 102,165 $ 40,092 $ 142,257 Depreciation expense $ 9,855 $ 12,976 $ 22,831 Capital expenditures for segment assets $ 91,035 $ 8,199 $ 99,234 The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2016 . Nine Months Ended September 30, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 90,339 $ 51,818 $ 142,157 Total operating expenses 26,015 25,989 52,004 Operating income $ 64,324 $ 25,829 $ 90,153 Depreciation expense $ 7,026 $ 10,688 $ 17,714 Capital expenditures for segment assets $ 93,100 $ 4,579 $ 97,679 The assets of the Partnership’s reportable segments were as follows as of September 30, 2017 . As of September 30, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Segment assets $ 1,365,161 $ 139,817 $ 1,504,978 Goodwill $ 496,588 $ — $ 496,588 The assets of the Partnership’s reportable segments were as follows as of December 31, 2016. As of December 31, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Segment assets $ 1,260,681 $ 138,536 $ 1,399,217 Goodwill $ 494,580 $ — $ 494,580 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
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 its unitholders. As such, the Partnership does not record a provision for income taxes in the current period. Prior to the Partnership’s initial public offering in December 2014 (the “IPO”), the Partnership’s income was included as part of Rice Energy’s consolidated federal tax return. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the ordinary course of business, the Partnership has transactions with affiliated companies. During the nine months ended September 30, 2017 and 2016 , related parties included Rice Energy and certain of its subsidiaries. Prior to the IPO, the push-down impact of the transactions was recorded in the consolidated statements of operations, and, as 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 an omnibus agreement (the “Omnibus Agreement”) with its General Partner, Rice Energy, Rice Poseidon Midstream LLC and Rice Midstream Holdings LLC. 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 fixed-fee gas gathering and compression agreement that runs until December 22, 2029 (the “Gas Gathering and Compression Agreement”) with Rice Drilling B LLC, a subsidiary of Rice Energy, and Alpha Shale Resources LP, 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. As of September 30, 2017 , 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 September 30, 2017 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 Consumer Price Index adjustments and (ii) a produced water hauling fee of actual out-of-pocket cost incurred by the Partnership, plus a 2% margin. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” 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. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. 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 the 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 September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU 2014-09 and ASU 2016-02. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Partnership continues to evaluate contract terms and potential impacts 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 Partnership anticipates adopting the standard using the modified retrospective approach at adoption. The Partnership is currently evaluating individual customer contracts within each of our business segments and documenting changes to our accounting policies and controls as we continue to evaluate the impact of the adoption of this standard. The results of our procedures to date indicate that the adoption of this standard will not have a material impact on our statement of operations; however, the Partnership continues to evaluate the impact of the adoption on related financial statement disclosures. In February 2016, the FASB issued ASU, 2016-02, “Leases (Topic 842)” ASU 2016-02 which 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 continues to evaluate its agreements to assess the impact of the new guidance on its financial statements. In March 2016, 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. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, (c) classification on the statement of cash flows and (d) forfeiture rate calculations. The Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Partnership adopted this ASU on January 1, 2017, and has determined that the new ASU could potentially have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test of Goodwill Impairment.” ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a partnership would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply the standard’s provisions prospectively. The Partnership adopted ASU 2017-04 on January 1, 2017 and determined that this standard will not have a material quantitative effect on the financial statements in the future, unless an impairment charge is necessary. In May 2017, the FASB issued ASU 2017-09, “Stock Compensation (Topic 718): Scope of Modification Accounting”. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Partnership is currently evaluating the impact that this guidance will have on its consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 20, 2017 , the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the third quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be 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. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of September 30, 2017 and December 31, 2016 , its condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 , and its condensed consolidated statements of cash flows and partners’ capital for the nine months ended September 30, 2017 and 2016. |
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. |
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. The segment accounting policies are the same as those described in Note 1 to the 2016 Annual Report. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” 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. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. 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 the 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 September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU 2014-09 and ASU 2016-02. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Partnership continues to evaluate contract terms and potential impacts 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 Partnership anticipates adopting the standard using the modified retrospective approach at adoption. The Partnership is currently evaluating individual customer contracts within each of our business segments and documenting changes to our accounting policies and controls as we continue to evaluate the impact of the adoption of this standard. The results of our procedures to date indicate that the adoption of this standard will not have a material impact on our statement of operations; however, the Partnership continues to evaluate the impact of the adoption on related financial statement disclosures. In February 2016, the FASB issued ASU, 2016-02, “Leases (Topic 842)” ASU 2016-02 which 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 continues to evaluate its agreements to assess the impact of the new guidance on its financial statements. In March 2016, 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. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, (c) classification on the statement of cash flows and (d) forfeiture rate calculations. The Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Partnership adopted this ASU on January 1, 2017, and has determined that the new ASU could potentially have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test of Goodwill Impairment.” ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a partnership would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply the standard’s provisions prospectively. The Partnership adopted ASU 2017-04 on January 1, 2017 and determined that this standard will not have a material quantitative effect on the financial statements in the future, unless an impairment charge is necessary. In May 2017, the FASB issued ASU 2017-09, “Stock Compensation (Topic 718): Scope of Modification Accounting”. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Partnership is currently evaluating the impact that this guidance will have on its consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The Vantage Midstream Entities contributed the following to the Partnership’s condensed consolidated operating results for the three and nine months ended September 30, 2017 . Three Months Ended Nine Months Ended (in thousands) September 30, 2017 September 30, 2017 Operating revenues $ 17,755 $ 45,588 Net income $ 14,485 $ 33,680 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, 2016. Pro Forma Three Months Ended Nine Months Ended (in thousands, except per unit data) September 30, 2016 September 30, 2016 Operating revenues $ 57,357 $ 191,871 Limited partner net income $ 34,156 $ 115,538 Earnings per common unit (basic) $ 0.33 $ 1.20 Earnings per common unit (diluted) $ 0.33 $ 1.20 Earnings per subordinated unit $ 0.33 $ 1.21 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Capital Units | The following table presents the Partnership’s common and subordinated units issued from January 1, 2016 through September 30, 2017 : Limited Partners Common Subordinated Total Balance, January 1, 2016 42,163,749 28,753,623 70,917,372 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 Vested phantom units, net 30,352 — 30,352 Balance, September 30, 2017 73,549,485 28,753,623 102,303,108 |
Net Income per Limited Partne21
Net Income per Limited Partner Unit and Cash Distributions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except unit data) 2017 2016 2017 2016 Net income $ 51,454 $ 24,989 $ 133,129 $ 87,351 Less: General partner interest in net income attributable to incentive distribution rights 1,949 427 4,779 540 Limited partner net income $ 49,505 $ 24,562 $ 128,350 $ 86,811 Net income allocable to common units $ 35,591 $ 15,862 $ 92,270 $ 53,199 Net income allocable to subordinated units 13,914 8,700 36,080 33,612 Limited partner net income $ 49,505 $ 24,562 $ 128,350 $ 86,811 Weighted-average limited partner units outstanding - basic: Common units 73,549,485 52,419,942 73,533,198 46,376,896 Subordinated units 28,753,623 28,753,623 28,753,623 28,753,623 Total 102,303,108 81,173,565 102,286,821 75,130,519 Weighted-average limited partner units outstanding - diluted: Common units (1) 73,549,706 52,641,582 73,544,516 46,637,415 Subordinated units 28,753,623 28,753,623 28,753,623 28,753,623 Total 102,303,329 81,395,205 102,298,139 75,391,038 Net income per limited partner unit - basic: Common units $ 0.48 $ 0.30 $ 1.25 $ 1.15 Subordinated units 0.48 0.30 1.25 1.17 Total $ 0.48 $ 0.30 $ 1.25 $ 1.16 Net income per limited partner unit - diluted: Common units $ 0.48 $ 0.30 $ 1.25 $ 1.14 Subordinated units (2) 0.48 0.30 1.25 1.17 Total $ 0.48 $ 0.30 $ 1.25 $ 1.15 Cash distributions declared per limited partner unit: (3) Common units $ 0.2814 $ 0.2370 $ 0.8133 $ 0.6705 Subordinated units 0.2814 0.2370 0.8133 0.6705 Total $ 0.2814 $ 0.2370 $ 0.8133 $ 0.6705 (1) Diluted weighted-average limited partner common units includes the effect of 221 and 11,318 units for the three and nine months ended September 30, 2017 , respectively, and 221,640 and 260,519 units for the three and nine months ended September 30, 2016 , respectively, in each case related to the LTIP. (2) 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 nine months ended September 30, 2016, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. (3) See below for further discussion of cash distributions declared for the period presented. |
Schedule of Incentive Distribution Rights | For any quarter in which the Partnership has distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders 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% |
Financial Information by Busi22
Financial Information by Business Segment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2017 . Three Months Ended September 30, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 54,334 $ 27,367 $ 81,701 Total operating expenses 15,574 11,480 27,054 Operating income $ 38,760 $ 15,887 $ 54,647 Depreciation expense $ 3,348 $ 4,319 $ 7,667 Capital expenditures for segment assets $ 36,952 $ 4,246 $ 41,198 The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2016 . Three Months Ended September 30, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 33,503 $ 7,564 $ 41,067 Total operating expenses 8,833 6,698 15,531 Operating income $ 24,670 $ 866 $ 25,536 Depreciation expense $ 2,406 $ 3,083 $ 5,489 Capital expenditures for segment assets 21,399 1,261 $ 22,660 The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2017 . Nine Months Ended September 30, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 142,919 $ 73,909 216,828 Total operating expenses 40,754 33,817 74,571 Operating income $ 102,165 $ 40,092 $ 142,257 Depreciation expense $ 9,855 $ 12,976 $ 22,831 Capital expenditures for segment assets $ 91,035 $ 8,199 $ 99,234 The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2016 . Nine Months Ended September 30, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 90,339 $ 51,818 $ 142,157 Total operating expenses 26,015 25,989 52,004 Operating income $ 64,324 $ 25,829 $ 90,153 Depreciation expense $ 7,026 $ 10,688 $ 17,714 Capital expenditures for segment assets $ 93,100 $ 4,579 $ 97,679 |
Reconciliation of Assets from Segment to Consolidated | The assets of the Partnership’s reportable segments were as follows as of September 30, 2017 . As of September 30, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Segment assets $ 1,365,161 $ 139,817 $ 1,504,978 Goodwill $ 496,588 $ — $ 496,588 The assets of the Partnership’s reportable segments were as follows as of December 31, 2016. As of December 31, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Segment assets $ 1,260,681 $ 138,536 $ 1,399,217 Goodwill $ 494,580 $ — $ 494,580 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | The assets of the Partnership’s reportable segments were as follows as of September 30, 2017 . As of September 30, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Segment assets $ 1,365,161 $ 139,817 $ 1,504,978 Goodwill $ 496,588 $ — $ 496,588 The assets of the Partnership’s reportable segments were as follows as of December 31, 2016. As of December 31, 2016 (in thousands) Gathering and Compression Water Services Consolidated Total Segment assets $ 1,260,681 $ 138,536 $ 1,399,217 Goodwill $ 494,580 $ — $ 494,580 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | Jun. 19, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Termination fee | $ 255 | ||
Amount of reimbursement | $ 67 | ||
Common | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Common and Subordinated units outstanding (in units) | 73,549,485 | 73,519,133 | |
Common | Partnership Interest | Limited Partners | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Common and Subordinated units outstanding (in units) | 3,623 | ||
Subordinated | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Common and Subordinated units outstanding (in units) | 28,753,623 | 28,753,623 | |
Subordinated | Partnership Interest | Limited Partners | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Common and Subordinated units outstanding (in units) | 28,753,623 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Thousands | Sep. 30, 2017USD ($) | Oct. 19, 2016USD ($)mi | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Proceeds from borrowings | $ 32,000 | $ 43,000 | ||||
Goodwill | $ 496,588 | 496,588 | $ 496,588 | $ 494,580 | ||
Gathering and Compression | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 496,588 | 496,588 | 496,588 | $ 494,580 | ||
Vantage Midstream Entities | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price | 7,600 | |||||
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 | |||||
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 | 22,000 | ||||
Net working capital | $ 400 | |||||
Goodwill | $ 5,800 | $ 5,800 | $ 5,800 | |||
Percentage interest acquired | 32.50% | 67.50% | 32.50% | 32.50% | ||
Vantage Midstream Entities | Subsidiary of Common Parent | Operating Segments | Gathering and Compression | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 455,000 | |||||
Vantage Midstream Entities | Subsidiary of Common Parent | Gas gathering and compression assets | ||||||
Business Acquisition [Line Items] | ||||||
Property and equipment | $ 16,200 | $ 144,600 | $ 16,200 | $ 16,200 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Operating revenues | $ 17,755 | $ 45,588 | ||
Net income | $ 14,485 | $ 33,680 | ||
Pro Forma | ||||
Operating revenues | $ 57,357 | $ 191,871 | ||
Limited partner net income | $ 34,156 | $ 115,538 | ||
Entity Common Units Outstanding | ||||
Pro Forma | ||||
Earnings per common unit (basic) (in dollars per unit) | $ 0.33 | $ 1.20 | ||
Earnings per common unit (diluted) (in dollars per unit) | 0.33 | 1.20 | ||
Entity Subordinated Units Outstanding | ||||
Pro Forma | ||||
Earnings per subordinated units (in dollars per unit) | $ 0.33 | $ 1.21 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||
Interest paid in cash | $ 6,400,000 | $ 2,700,000 |
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 | |
Additional commitments available under accordion feature | 200,000,000 | |
Borrowings outstanding | 222,000,000 | |
Amount of availability | 628,000,000 | |
Average daily outstanding balance of credit facility | $ 205,200,000 | |
Weighted average interest rate percentage | 3.00% | |
Revolving Credit Facility | Wells Fargo Bank, N.A. | Letter of Credit | ||
Debt Instrument [Line Items] | ||
Borrowings outstanding | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Nov. 04, 2015USD ($)gal | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Water Assets | Subsidiary of Common Parent | |||||
Other Commitments [Line Items] | |||||
Amount of consideration | $ 200,000,000 | ||||
Increase in conveyed systems' capacities (gal/d) | gal | 5,000,000 | ||||
Amount of earn out provision | $ 25,000,000 | ||||
Compression equipment | |||||
Other Commitments [Line Items] | |||||
Rent expense | $ 300,000 | $ 400,000 | $ 1,100,000 | $ 1,200,000 | |
Future payments for equipment | 5,100,000 | 5,100,000 | |||
Remainder of 2017 | 1,500,000 | 1,500,000 | |||
2,018 | 1,200,000 | 1,200,000 | |||
2,019 | 1,200,000 | 1,200,000 | |||
2,020 | 600,000 | 600,000 | |||
2,021 | 300,000 | 300,000 | |||
Thereafter | $ 300,000 | $ 300,000 |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Common and Subordinated Units Issued) (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance (in units) | 102,272,756 | 70,917,372 |
Vested phantom units, net (in units) | 30,352 | 280,451 |
Balance (in units) | 102,303,108 | 102,272,756 |
Limited Partners | Common | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance (in units) | 73,519,133 | 42,163,749 |
Vested phantom units, net (in units) | 30,352 | 280,451 |
Balance (in units) | 73,549,485 | 73,519,133 |
Limited Partners | Subordinated | ||
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 |
Equity offering in June 2016 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 9,200,000 | |
Equity offering in June 2016 | Limited Partners | Common | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 9,200,000 | |
Equity offering in June 2016 | Limited Partners | Subordinated | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 0 | |
Equity offering in October 2016 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 20,930,233 | |
Equity offering in October 2016 | Limited Partners | Common | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 20,930,233 | |
Equity offering in October 2016 | Limited Partners | Subordinated | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 0 | |
Common units issued under ATM program | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 944,700 | |
Common units issued under ATM program | Limited Partners | Common | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 944,700 | |
Common units issued under ATM program | Limited Partners | Subordinated | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Equity offering (in units) | 0 |
Partners' Capital (Details)
Partners' Capital (Details) - shares | Sep. 30, 2017 | Jun. 19, 2017 | Dec. 31, 2016 |
Subsidiary, Sale of Stock [Line Items] | |||
Equity interest retained in partnership (percentage) | 28.00% | ||
Common | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 73,549,485 | 73,519,133 | |
Subordinated | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 28,753,623 | 28,753,623 | |
Partnership Interest | Common | Limited Partners | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 3,623 | ||
Partnership Interest | Subordinated | Limited Partners | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 28,753,623 | ||
GP Holdings | Partnership Interest | Common | Limited Partners | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 3,623 | ||
GP Holdings | Partnership Interest | Subordinated | Limited Partners | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 28,753,623 |
Net Income per Limited Partne30
Net Income per Limited Partner Unit and Cash Distributions (Schedule of Calculation of Net Income per Limited Partner Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income | $ 51,454 | $ 24,989 | $ 133,129 | $ 87,351 |
Less: General partner interest in net income attributable to incentive distribution rights | 1,949 | 427 | 4,779 | 540 |
Limited partner net income | $ 49,505 | $ 24,562 | $ 128,350 | $ 86,811 |
Weighted-average limited partner units outstanding - basic: | ||||
Weighted-average limited partner units outstanding - basic (in units) | 102,303,108 | 81,173,565 | 102,286,821 | 75,130,519 |
Weighted-average limited partner units outstanding - diluted: | ||||
Weighted-average limited partner units outstanding - diluted (in units) | 102,303,329 | 81,395,205 | 102,298,139 | 75,391,038 |
Net income per limited partner unit - basic: | ||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.48 | $ 0.30 | $ 1.25 | $ 1.16 |
Net income per limited partner unit - diluted: | ||||
Net income per limited partner unit - diluted (in dollars per unit) | 0.48 | 0.30 | 1.25 | 1.15 |
Unitholders | ||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | $ 0.237 | $ 0.8133 | $ 0.6705 |
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 (in dollars per unit) | $ 0.1875 | |||
Annualized distribution per unit (in dollars per unit) | $ 0.75 | |||
Phantom unit | ||||
Unitholders | ||||
Units considered anti-dilutive (in shares) | 221 | 221,640 | 11,318 | 260,519 |
Common | ||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Limited partner net income | $ 35,591 | $ 15,862 | $ 92,270 | $ 53,199 |
Weighted-average limited partner units outstanding - basic: | ||||
Weighted-average limited partner units outstanding - basic (in units) | 73,549,485 | 52,419,942 | 73,533,198 | 46,376,896 |
Weighted-average limited partner units outstanding - diluted: | ||||
Weighted-average limited partner units outstanding - diluted (in units) | 73,549,706 | 52,641,582 | 73,544,516 | 46,637,415 |
Net income per limited partner unit - basic: | ||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.48 | $ 0.30 | $ 1.25 | $ 1.15 |
Net income per limited partner unit - diluted: | ||||
Net income per limited partner unit - diluted (in dollars per unit) | 0.48 | 0.30 | 1.25 | 1.14 |
Unitholders | ||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | $ 0.237 | $ 0.8133 | $ 0.6705 |
Subordinated | ||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Limited partner net income | $ 13,914 | $ 8,700 | $ 36,080 | $ 33,612 |
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 | 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 | 28,753,623 |
Net income per limited partner unit - basic: | ||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.48 | $ 0.30 | $ 1.25 | $ 1.17 |
Net income per limited partner unit - diluted: | ||||
Net income per limited partner unit - diluted (in dollars per unit) | 0.48 | 0.30 | 1.25 | 1.17 |
Unitholders | ||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | $ 0.2370 | $ 0.8133 | $ 0.6705 |
Net Income per Limited Partne31
Net Income per Limited Partner Unit and Cash Distributions (Incentive Distribution Rights) (Details) $ / shares in Units, $ in Millions | Nov. 16, 2017USD ($) | Oct. 20, 2017$ / shares | Aug. 17, 2017$ / shares | Sep. 30, 2017$ / shares | Sep. 30, 2016$ / shares | Sep. 30, 2017$ / shares | Sep. 30, 2016$ / shares |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||||
Conversion ratio of subordinated units to common units | 1 | ||||||
Unitholders | |||||||
Minimal Quarterly Distribution, Marginal Percentage Interest in Distributions, Unitholders | 100.00% | ||||||
First Target Distribution, Marginal Percentage Interest in Distributions, Unitholders | 100.00% | ||||||
Second Target Distribution, Marginal Percentage Interest in Distributions, Unitholders | 85.00% | ||||||
Third Target Distribution, Marginal Percentage Interest in Distributions, Unitholders | 75.00% | ||||||
Thereafter, Marginal Percentage Interest in Distributions, Unitholders | 50.00% | ||||||
Incentive Distribution Rights Holders | |||||||
Minimal Quarterly Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 0.00% | ||||||
First Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 0.00% | ||||||
Second Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 15.00% | ||||||
Third Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 25.00% | ||||||
Thereafter, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders | 50.00% | ||||||
Cash distribution paid per common and subordinated unit (in dollars per unit) | $ 0.2711 | ||||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | $ 0.237 | $ 0.8133 | $ 0.6705 | |||
Subsequent Event | |||||||
Incentive Distribution Rights Holders | |||||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | ||||||
Limited Partners | GP Holdings | Scenario, Forecast | |||||||
Incentive Distribution Rights Holders | |||||||
Amount of cash distribution related to incentive distribution rights | $ | $ 1.9 | ||||||
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 |
Financial Information by Busi32
Financial Information by Business Segment (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2017business_segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Financial Information by Busi33
Financial Information by Business Segment (Schedule of Operating Results and Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Total operating revenues | $ 81,701 | $ 41,067 | $ 216,828 | $ 142,157 |
Total operating expenses | 27,054 | 15,531 | 74,571 | 52,004 |
Operating income | 54,647 | 25,536 | 142,257 | 90,153 |
Depreciation expense | 7,667 | 5,489 | 22,831 | 17,714 |
Capital expenditures for segment assets | 41,198 | 22,660 | 99,234 | 97,679 |
Gathering and Compression | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenues | 54,334 | 33,503 | 142,919 | 90,339 |
Total operating expenses | 15,574 | 8,833 | 40,754 | 26,015 |
Operating income | 38,760 | 24,670 | 102,165 | 64,324 |
Depreciation expense | 3,348 | 2,406 | 9,855 | 7,026 |
Capital expenditures for segment assets | 36,952 | 21,399 | 91,035 | 93,100 |
Water Services | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenues | 27,367 | 7,564 | 73,909 | 51,818 |
Total operating expenses | 11,480 | 6,698 | 33,817 | 25,989 |
Operating income | 15,887 | 866 | 40,092 | 25,829 |
Depreciation expense | 4,319 | 3,083 | 12,976 | 10,688 |
Capital expenditures for segment assets | $ 4,246 | $ 1,261 | $ 8,199 | $ 4,579 |
Financial Information by Busi34
Financial Information by Business Segment (Schedule of Assets of Reportable Segments) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | $ 1,504,978 | $ 1,399,217 |
Gathering and Compression | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | 1,365,161 | 1,260,681 |
Water Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | $ 139,817 | $ 138,536 |
Financial Information by Busi35
Financial Information by Business Segment (Schedule of Goodwill of Reportable Segments) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Goodwill | $ 496,588 | $ 494,580 |
Gathering and Compression | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Goodwill | 496,588 | 494,580 |
Water Services | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Goodwill | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | 9 Months Ended |
Sep. 30, 2017$ / dth | |
Subsidiary of Common Parent | Water Assets | |
Related Party Transaction [Line Items] | |
Margin percentage | 2.00% |
Gas Gathering and Compression Agreement, Gathering Fee | Gas Gathering and Compression Agreement | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Gathering fee (dollars per Dth) | 0.30 |
Gas Gathering and Compression Agreement, Compression Fee | Gas Gathering and Compression Agreement | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Gathering fee (dollars per Dth) | 0.07 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 16, 2017 | Oct. 20, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Subsequent Event [Line Items] | ||||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 | $ 0.237 | $ 0.8133 | $ 0.6705 | ||
Scenario, Forecast | Limited Partners | GP Holdings | ||||||
Subsequent Event [Line Items] | ||||||
Amount of cash distribution related to incentive distribution rights | $ 1.9 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash distributions declared per limited partner unit (in dollars per unit) | $ 0.2814 |