Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | $ 1.5 | ||
Common Units | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 73,549,485 | ||
Subordinated | |||
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, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 10,538 | |
Accounts receivable | 12,246 | |
Accounts receivable - affiliate | 46,182 | |
Prepaid expenses, deposits and other | 1,327 | |
Total current assets | 70,293 | |
Property and equipment, net | 1,431,802 | |
Deferred financing costs, net | 0 | |
Goodwill | 1,346,918 | |
Other assets | 0 | |
Total assets | 2,849,013 | |
Current liabilities: | ||
Accounts payable | 4 | |
Accrued capital expenditures | 24,630 | |
Other accrued liabilities | 4,200 | |
Total current liabilities | 28,834 | |
Long-term liabilities: | ||
Revolving credit facility | 286,000 | |
Other long-term liabilities | 9,360 | |
Total liabilities | 324,194 | |
Partners’ capital: | ||
Parent net equity | 0 | |
General Partner | 345,740 | |
Total partners’ capital | 2,524,819 | |
Total liabilities and partners’ capital | 2,849,013 | |
Common | ||
Partners’ capital: | ||
Common and subordinated units | 1,566,625 | |
Subordinated | ||
Partners’ capital: | ||
Common and subordinated units | $ 612,454 | |
Predecessor | ||
Current assets: | ||
Cash | $ 21,834 | |
Accounts receivable | 8,758 | |
Accounts receivable - affiliate | 11,838 | |
Prepaid expenses, deposits and other | 64 | |
Total current assets | 42,494 | |
Property and equipment, net | 805,027 | |
Deferred financing costs, net | 12,591 | |
Goodwill | 494,580 | |
Other assets | 44,525 | |
Total assets | 1,399,217 | |
Current liabilities: | ||
Accounts payable | 4,172 | |
Accrued capital expenditures | 9,074 | |
Other accrued liabilities | 8,376 | |
Total current liabilities | 21,622 | |
Long-term liabilities: | ||
Revolving credit facility | 190,000 | |
Other long-term liabilities | 5,189 | |
Total liabilities | 216,811 | |
Partners’ capital: | ||
Parent net equity | 0 | |
General Partner | 888 | |
Total partners’ capital | 1,182,406 | |
Total liabilities and partners’ capital | 1,399,217 | |
Predecessor | Common | ||
Partners’ capital: | ||
Common and subordinated units | 1,275,935 | |
Predecessor | Subordinated | ||
Partners’ capital: | ||
Common and subordinated units | $ (94,417) |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common | ||
Common and Subordinated units outstanding (in units) | 73,549,485 | |
Common and Subordinated units issued (in units) | 73,549,485 | |
Subordinated | ||
Common and Subordinated units outstanding (in units) | 28,753,623 | |
Common and Subordinated units issued (in units) | 28,753,623 | |
Predecessor | Common | ||
Common and Subordinated units outstanding (in units) | 73,519,133 | |
Common and Subordinated units issued (in units) | 73,519,133 | |
Predecessor | Subordinated | ||
Common and Subordinated units outstanding (in units) | 28,753,623 | |
Common and Subordinated units issued (in units) | 28,753,623 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Nov. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Operating revenues: | |||||
Affiliate | $ 44,134 | ||||
Third-party | 85 | ||||
Total operating revenues | 44,219 | ||||
Operating expenses: | |||||
Operation and maintenance expense | 7,182 | ||||
General and administrative expense | [1] | 3,612 | |||
Incentive unit expense | [2] | 0 | |||
Depreciation expense | 7,480 | ||||
Acquisition costs | 0 | ||||
Amortization of intangible assets | 0 | ||||
Other expense | 0 | ||||
Total operating expenses | 18,274 | ||||
Operating income | 25,945 | ||||
Other income | 15 | ||||
Interest expense | [3] | (826) | |||
Amortization of deferred finance costs | 0 | ||||
Income before income taxes | 25,134 | ||||
Income tax expense | 0 | ||||
Net income | 25,134 | ||||
Calculation of limited partner interest in net income: | |||||
Less: Pre-acquisition net income allocated to general partner | 0 | ||||
Less: General partner interest in net income attributable to incentive distribution rights | 1,599 | ||||
Limited partner net income | $ 23,535 | ||||
Net income per limited partner: | |||||
Common units (basic) (in dollars per share) | $ 0.23 | ||||
Common units (diluted) (in dollars per share) | $ 0.23 | ||||
Limited Partners | |||||
Operating expenses: | |||||
Interest expense | $ (800) | ||||
Net income per limited partner: | |||||
General and administrative expense from EQT | $ 2,900 | ||||
Common | |||||
Calculation of limited partner interest in net income: | |||||
Limited partner net income | $ 16,920 | ||||
Net income per limited partner: | |||||
Common units (basic) (in dollars per share) | [4] | $ 0.23 | |||
Common units (diluted) (in dollars per share) | [4] | $ 0.23 | |||
Subordinated | |||||
Calculation of limited partner interest in net income: | |||||
Limited partner net income | $ 6,615 | ||||
Net income per limited partner: | |||||
Common units (basic) (in dollars per share) | $ 0.23 | ||||
Subordinated units (basic and diluted) (in dollars per share) | [4] | $ 0.23 | |||
Predecessor | |||||
Operating revenues: | |||||
Affiliate | $ 203,642 | $ 152,260 | 93,668 | ||
Third-party | 46,832 | 49,363 | 20,791 | ||
Total operating revenues | 250,474 | 201,623 | 114,459 | ||
Operating expenses: | |||||
Operation and maintenance expense | 33,768 | 24,608 | 14,910 | ||
General and administrative expense | [1] | 22,252 | 21,613 | 17,895 | |
Incentive unit expense | [2] | 0 | 0 | 1,044 | |
Depreciation expense | 26,420 | 25,170 | 16,399 | ||
Acquisition costs | 529 | 125 | 0 | ||
Amortization of intangible assets | 1,413 | 1,634 | 1,632 | ||
Other expense | 2,614 | 1,531 | 543 | ||
Total operating expenses | 86,996 | 74,681 | 52,423 | ||
Operating income | 163,478 | 126,942 | 62,036 | ||
Other income | 56 | 78 | 11 | ||
Interest expense | [3] | (7,053) | (3,931) | (3,164) | |
Amortization of deferred finance costs | (3,642) | (1,479) | (576) | ||
Income before income taxes | 152,839 | 121,610 | 58,307 | ||
Income tax expense | 0 | 0 | (5,812) | ||
Net income | 152,839 | 121,610 | 52,495 | ||
Calculation of limited partner interest in net income: | |||||
Less: Pre-acquisition net income allocated to general partner | 0 | 0 | 7,296 | ||
Less: General partner interest in net income attributable to incentive distribution rights | 6,182 | 1,428 | 0 | ||
Limited partner net income | $ 146,657 | $ 120,182 | $ 45,199 | ||
Net income per limited partner: | |||||
Common units (basic) (in dollars per share) | $ 1.43 | $ 1.47 | $ 0.76 | ||
Common units (diluted) (in dollars per share) | $ 1.43 | $ 1.47 | $ 0.76 | ||
Predecessor | Limited Partners | |||||
Net income per limited partner: | |||||
General and administrative expense from EQT | $ 19,400 | $ 16,600 | $ 11,900 | ||
Predecessor | Common | |||||
Calculation of limited partner interest in net income: | |||||
Limited partner net income | $ 105,432 | $ 76,985 | $ 23,340 | ||
Net income per limited partner: | |||||
Common units (basic) (in dollars per share) | [4] | $ 1.43 | $ 1.46 | $ 0.76 | |
Common units (diluted) (in dollars per share) | [4] | $ 1.43 | $ 1.45 | $ 0.76 | |
Predecessor | Subordinated | |||||
Calculation of limited partner interest in net income: | |||||
Limited partner net income | $ 41,225 | $ 43,197 | $ 21,859 | ||
Net income per limited partner: | |||||
Common units (basic) (in dollars per share) | $ 1.43 | $ 1.50 | $ 0.76 | ||
Common units (diluted) (in dollars per share) | 1.43 | 1.50 | 0.76 | ||
Subordinated units (basic and diluted) (in dollars per share) | [4] | $ 1.43 | $ 1.50 | $ 0.76 | |
[1] | In the Successor period, general and administrative expenses include charges from EQT of $2.9 million. For the Predecessor period from January 1, 2017 to November 12, 2017, and for the years ended December 31, 2016 and 2015, $19.4 million, $16.6 million and $11.9 million of general and administrative expenses include charges from Rice Energy Inc. (Rice Energy), respectively. | ||||
[2] | Incentive unit expense for the year ended December 31, 2015 was allocated from Rice Energy. | ||||
[3] | Interest expense includes charges from Rice Energy of $0.8 million for the year ended December 31, 2015. | ||||
[4] | Net income per limited partner unit does not include results attributable to the Pennsylvania and Ohio fresh water services assets (Water Assets) prior to their acquisition as those results are not attributable to limited partners of the Partnership. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Nov. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Cash flows from operating activities: | |||||
Net income | $ 25,134 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation expense | 7,480 | ||||
Amortization of intangibles | 0 | ||||
Amortization of deferred finance costs | 0 | ||||
Incentive unit expense | [1] | 0 | |||
Equity compensation expense | 17 | ||||
Deferred income tax expense | 0 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (7,283) | ||||
Prepaid expenses and other | 176 | ||||
Accounts payable | (2,327) | ||||
Accrued liabilities | (767) | ||||
Net cash provided by operating activities | 22,430 | ||||
Cash flows from investing activities: | |||||
Capital expenditures | (34,553) | ||||
Acquisition of Water Assets | 0 | ||||
Acquisition of Vantage Midstream Assets | 0 | ||||
Other acquisitions | 0 | ||||
Net cash used in investing activities | (34,553) | ||||
Cash flows from financing activities: | |||||
Purchase price in excess of related party net assets | 0 | ||||
Proceeds from borrowings | 20,000 | ||||
Repayments of borrowings | 0 | ||||
Costs related to initial public offering | 0 | ||||
Common units issuance, net of offering costs | 0 | ||||
Additions to deferred financing costs | 0 | ||||
Contributions from parent, net | 0 | ||||
Distributions paid to GP Holdings | (10,041) | ||||
Distributions paid to common unitholders | 0 | ||||
Employee tax withholding for settlement of phantom unit award vestings | 0 | ||||
Net cash provided by (used in) financing activities | 9,959 | ||||
Net (decrease) increase in cash | (2,164) | ||||
Cash at the beginning of the period | 12,702 | ||||
Cash at the end of the period | 10,538 | $ 12,702 | |||
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 1,836 | ||||
Capital expenditures financed by accounts payable | 4 | ||||
Noncash elimination of deferred tax liabilities for the Water Assets | 0 | ||||
Predecessor | |||||
Cash flows from operating activities: | |||||
Net income | 152,839 | $ 121,610 | $ 52,495 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation expense | 26,420 | 25,170 | 16,399 | ||
Amortization of intangibles | 1,413 | 1,634 | 1,632 | ||
Amortization of deferred finance costs | 3,642 | 1,479 | 576 | ||
Incentive unit expense | [1] | 0 | 0 | 1,044 | |
Equity compensation expense | 497 | 2,854 | 4,501 | ||
Deferred income tax expense | 0 | 0 | 1,388 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (30,540) | (4,232) | (14,174) | ||
Prepaid expenses and other | (1,400) | 37 | 2 | ||
Accounts payable | 1,751 | 373 | (478) | ||
Accrued liabilities | (3,811) | 5,192 | 6,621 | ||
Net cash provided by operating activities | 150,811 | 154,117 | 70,006 | ||
Cash flows from investing activities: | |||||
Capital expenditures | (123,767) | (121,087) | (248,463) | ||
Acquisition of Water Assets | 0 | 0 | (131,528) | ||
Acquisition of Vantage Midstream Assets | 0 | (600,000) | 0 | ||
Other acquisitions | (7,654) | 0 | 0 | ||
Net cash used in investing activities | (131,421) | (721,087) | (379,991) | ||
Cash flows from financing activities: | |||||
Purchase price in excess of related party net assets | 0 | 0 | (68,470) | ||
Proceeds from borrowings | 76,000 | 233,000 | 313,000 | ||
Repayments of borrowings | 0 | (186,000) | (170,000) | ||
Costs related to initial public offering | 0 | 0 | (129) | ||
Common units issuance, net of offering costs | 0 | 620,330 | 171,902 | ||
Additions to deferred financing costs | (81) | (11,801) | 3 | ||
Contributions from parent, net | 0 | 39 | 78,480 | ||
Distributions paid to GP Holdings | (26,218) | (25,473) | (17,021) | ||
Distributions paid to common unitholders | (78,223) | (46,239) | (17,017) | ||
Employee tax withholding for settlement of phantom unit award vestings | 0 | (2,649) | 0 | ||
Net cash provided by (used in) financing activities | (28,522) | 581,207 | 290,748 | ||
Net (decrease) increase in cash | (9,132) | 14,237 | (19,237) | ||
Cash at the beginning of the period | $ 12,702 | 21,834 | 7,597 | 26,834 | |
Cash at the end of the period | 12,702 | 21,834 | 7,597 | ||
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 7,331 | 2,652 | 3,146 | ||
Capital expenditures financed by accounts payable | 15,197 | 2,239 | 0 | ||
Noncash elimination of deferred tax liabilities for the Water Assets | $ 0 | $ 0 | $ 7,715 | ||
[1] | Incentive unit expense for the year ended December 31, 2015 was allocated from Rice Energy. |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | Common | Subordinated | Limited PartnersCommon | Limited PartnersSubordinated | General Partner | Parent Net Equity |
Balance (Predecessor) at Dec. 31, 2014 | $ 429,944 | $ 442,451 | $ (49,101) | $ 0 | $ 36,594 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Contributions from parent, net | Predecessor | 78,480 | 78,480 | |||||
Incentive compensation expense | Predecessor | 1,044 | 1,044 | |||||
Equity compensation expense | Predecessor | 4,419 | 4,020 | 399 | ||||
Offering costs related to the initial public offering | Predecessor | (129) | (129) | |||||
Distributions to unitholders | Predecessor | (34,038) | (17,019) | (17,019) | ||||
Issuance of common units, net of offering costs | Predecessor | 171,902 | 171,902 | |||||
Elimination of current and deferred tax liabilities | Predecessor | 7,715 | 7,715 | |||||
Pre-acquisition net income allocated to general partner | Predecessor | 7,296 | 7,296 | |||||
Water Assets from Rice Energy | Predecessor | (131,528) | (131,528) | |||||
Purchase price in excess of net assets from Rice Energy | Predecessor | (68,470) | (8) | (68,462) | ||||
Limited partner net income | Predecessor | 45,199 | $ 23,340 | $ 21,859 | 23,340 | 21,859 | ||
Net income | Predecessor | 52,495 | ||||||
Balance (Predecessor) at Dec. 31, 2015 | 511,834 | 624,557 | (112,723) | 0 | 0 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Contributions from parent, net | Predecessor | 39 | 39 | |||||
Equity compensation expense | Predecessor | 306 | 306 | |||||
Distributions to unitholders | Predecessor | (71,713) | (46,243) | (24,930) | (540) | |||
Pre-acquisition net income allocated to general partner | Predecessor | 0 | ||||||
Issuance of common units to public, net of offering costs | Predecessor | 620,330 | 620,330 | |||||
Limited partner net income | Predecessor | 120,182 | 76,985 | 43,197 | ||||
Net income | Predecessor | 121,610 | 76,985 | 43,197 | 1,428 | |||
Balance (Predecessor) at Dec. 31, 2016 | 1,182,406 | 1,275,935 | (94,417) | 888 | 0 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Equity compensation expense | Predecessor | 497 | 497 | |||||
Distributions to unitholders | Predecessor | (114,482) | (78,227) | (30,588) | (5,667) | |||
Pre-acquisition net income allocated to general partner | Predecessor | 0 | ||||||
Limited partner net income | Predecessor | 146,657 | 105,432 | 41,225 | ||||
Net income | Predecessor | 152,839 | 105,432 | 41,225 | 6,182 | |||
Balance (Predecessor) at Nov. 12, 2017 | 1,221,260 | 1,303,637 | (83,780) | 1,403 | 0 | ||
Balance at Nov. 12, 2017 | 2,499,668 | 1,549,688 | 605,839 | 344,141 | 0 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Equity compensation expense | 17 | 17 | |||||
Pre-acquisition net income allocated to general partner | 0 | ||||||
Limited partner net income | 23,535 | $ 16,920 | $ 6,615 | ||||
Net income | 25,134 | 16,920 | 6,615 | 1,599 | |||
Balance at Dec. 31, 2017 | $ 2,524,819 | $ 1,566,625 | $ 612,454 | $ 345,740 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Related Matters | 12 Months Ended |
Dec. 31, 2017 | |
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 and Basis of Presentation Rice Midstream Partners LP (Rice Midstream Partners or the Partnership) is a growth-oriented Delaware limited partnership formed by Rice Energy Inc. (Rice Energy) in August 2014. On November 13, 2017 (the Merger Date), EQT Corporation (EQT) acquired Rice Energy pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017 (as amended, the Merger Agreement), by and among EQT, Rice Energy and an indirect, wholly-owned subsidiary of EQT. Pursuant to the Merger Agreement, Rice Energy ultimately, through a series of mergers (the Mergers), merged with and into an indirect, wholly-owned subsidiary of EQT that continued as the surviving entity. The Mergers resulted in EQT gaining control of Rice Midstream Management LLC (Midstream Management), the general partner of the Partnership. As a result of this change in control, the Partnership became a consolidated subsidiary of EQT. EQT’s acquisition of Midstream Management was accounted for using the acquisition method, which required the assets and liabilities acquired to be recorded at fair value with any excess purchase price recognized as goodwill. The Partnership elected to apply pushdown accounting and thus has reflected its assets and liabilities, including goodwill, at the fair values estimated by EQT on the Merger Date with the related adjustment to the Partnership’s net assets recorded in equity. As a result, the Partnership’s consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the Mergers are identified as Predecessor and the period after the Mergers is identified as Successor. As a result of the Mergers, EQT became the indirect parent of Midstream Management and acquired beneficial ownership of 3,623 common units representing limited partner interests, 28,753,623 subordinated units representing limited partner interests and all incentive distribution rights of the Partnership, all of which are held by Rice Midstream GP Holdings LP (GP Holdings), an indirect, wholly-owned subsidiary of EQT. Please see Note 2 for further information regarding the Mergers. 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 closing 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. See Note 2 for further detail regarding the Vantage Midstream Asset Acquisition. 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 EQT (following EQT’s acquisition of Rice Energy) that own and operate a portion of EQT’s water services business. The acquired business includes 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). Certain subsidiaries of EQT have 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 amended and restated water services agreements (the Water Services Agreement) and (ii) an option to purchase any water treatment facilities acquired by such subsidiaries in those areas at the applicable 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. The Partnership does not have any employees. Prior to the completion of the Mergers, operational support for the Partnership was provided by Rice Energy, and employees of Rice Energy managed and conducted the Partnership’s daily business operations. Following the Mergers, operational support for the Partnership is provided by EQT and certain of its subsidiaries, whose employees manage and conduct the Partnership’s daily business operations. The Partnership’s cost of doing business incurred by Rice Energy and EQT in the Predecessor and Successor periods, respectively, 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 and EQT 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. As of December 31, 2017, the Partnership provides midstream services to EQT 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 gathering assets consist of a high-pressure dry gas gathering system and associated compression in Washington and Greene Counties, Pennsylvania. The Partnership provides gathering and compression services under long-term, fixed price per unit contracts to EQT 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 EQT 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 EQT and third parties. Principles of Consolidation The consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). 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 in the Predecessor period and between the Partnership and EQT in the Successor period have been identified in the consolidated financial statements as transactions between affiliates 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 and water services assets, 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, following the consummation of the Mergers, the Partnership is substantially dependent on EQT as its most significant customer, as EQT combined with Rice Energy for the period prior to the Mergers, represented substantially all of the Partnership’s gathering and compression revenues and 96% of the Partnership’s water revenues for the year ended December 31, 2017 . The Partnership expects to derive a substantial majority of its revenues from EQT for the foreseeable future. As a result, any event, whether in the Partnership’s dedicated areas or otherwise, that adversely affects EQT’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. The Partnership manages the 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, 2017 , 2016 and 2015 . Revenue Recognition Gathering, compression and water service revenues are recognized in the period service is 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. 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 is under no legal or contractual obligation to restore or dismantle its gathering pipelines or compression facilities upon abandonment. Additionally, 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, asset retirement obligations are generally not required for gathering systems as the Partnership believes that these assets have indeterminate useful lives, if properly maintained. Absent the lack of legal or contractual obligations, the Partnership is not able to make a reasonable estimate of when future dismantlement and removal dates of gathering systems may occur. The asset retirement obligations recorded in the consolidated balance sheets primarily relate to its 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 is recorded in other accrued 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, 2017 and 2016 is as follows: Predecessor (in thousands) 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 Liabilities incurred 384 Liabilities settled (88 ) Accretion expense 393 Revisions in estimated liabilities 351 Balance at November 12, 2017 $ 6,830 Successor Revisions in estimated liabilities (1) 2,489 Balance at November 13, 2017 9,319 Liabilities settled (20 ) Accretion expense 22 Balance at December 31, 2017 $ 9,321 (1) Revisions in estimated liabilities reflect changes in assumptions associated with retirement costs and/or the estimated timing of settling retirement obligations. These revisions were recorded as an opening balance sheet adjustment at the Merger Date. 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 respective periods. Successor Predecessor Period from Period from Years Ended December 31, (in thousands) 2016 2015 Interest incurred: Interest expensed $ 826 $ 7,053 $ 3,931 $ 3,164 Interest capitalized 605 594 175 222 Total incurred $ 1,431 $ 7,647 $ 4,106 $ 3,386 Property and Equipment In the Predecessor period, property and equipment was recorded at cost and was being depreciated over the estimated useful life of assets on a straight-line basis. Gathering pipelines and compressor stations were depreciated over a useful life of 60 years. Water pipelines, pumping stations and impoundment facilities were depreciated over a useful life of 10 to 15 years. In the Successor period, property and equipment is recorded at cost and is being depreciated using composite rates on a straight-line basis over the estimated useful lives of the assets. The overall rate of depreciation for the Successor period ended December 31, 2017 was approximately 3.7% . Effective as of the Merger Date, the Partnership estimates gathering pipelines to have useful lives ranging from 20 years to 65 years, compression equipment to have useful lives ranging from 20 years to 50 years and water equipment to have useful lives ranging from 10 to 15 years. As circumstances warrant, depreciation rates are reviewed to determine if any changes in the underlying assumptions are necessary. The following table provides detail of property and equipment presented in the consolidated balance sheets at December 31, 2017 and 2016 . (in thousands) As of As of December 31, 2016 Natural gas gathering assets $ 1,138,581 $ 675,830 Natural gas gathering assets in progress 101,154 3,780 Accumulated depreciation (4,020 ) (21,615 ) Natural gas gathering assets, net 1,235,715 657,995 Water service assets 176,209 165,482 Water service assets in progress 17,616 4,060 Accumulated depreciation (3,363 ) (24,981 ) Water service assets, net 190,462 144,561 Other property and equipment, net 5,625 2,471 Property and equipment, net $ 1,431,802 $ 805,027 Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Partnership reviews its long-lived assets for impairment by first comparing the carrying value of the assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. If the carrying value exceeds the sum of the assets' undiscounted cash flows, the Partnership estimates an impairment loss equal to the difference between the carrying value and fair value of the assets. Goodwill Goodwill is the total consideration of an acquisition less the fair value of the identifiable net assets of the acquired business, including identifiable intangible assets. The Partnership evaluates goodwill for impairment at least annually during the fourth quarter, or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. 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. The Partnership identifies its operations within two reporting units: (i) PA Gathering, and (ii) Water Services (which had not been ascribed goodwill). During the first quarter of 2017, the Partnership adopted Accounting Standards Update (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 ASU 2017-04, the Partnership compares the fair value of its reporting units with its carrying value amount and recognizes 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 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 a quantitative goodwill impairment test. The Partnership may also perform a quantitative goodwill impairment test at its discretion without performing the qualitative assessment. If the carrying value of the goodwill of a reporting unit exceeds its fair value, the difference is recognized as an impairment charge. The Partnership’s fourth quarter 2017 annual test, which was performed in the Predecessor period, included the assessment of factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value. Due to the reduction in its unit price following the announcement of the Mergers, the Partnership concluded that it would bypass a qualitative assessment and proceed directly to a quantitative impairment assessment for purposes of its annual test. The Partnership used a combination of the income approach and market approach to estimate the fair value of the reporting unit. For purposes of the income approach, the Partnership employed the discounted cash flow method, which used significant inputs not observable on the public market (Level 3), to determine fair value on the present value of estimated future cash flows, discounted at a risk-adjusted rate. The income approach included the Partnership’s estimates and assumptions related to future throughput volumes, operating revenues, operating costs, capital spending and changes in working capital. In addition, the Partnership employed the guideline public company method and the market capitalization method within the market approach to determine the fair value of the reporting units. The guideline public company method considers market multiples derived from market prices of publicly traded stocks of companies engaged in similar lines of business as the Partnership’s reporting units. The market capitalization method uses the Partnership’s stock price to derive fair value. From a market capitalization standpoint, the Partnership utilized a 30-day volume weighted average price look-back as of its annual assessment date. Estimating the fair value of the reporting units requires considerable judgment and determining fair value is sensitive to changes in assumptions impacting management’s estimates of the future financial results of the reporting units. Although the Partnership believes the estimates and assumptions used in estimating the fair value of its reporting units are reasonable and appropriate, different assumptions and estimates could materially impact the calculated fair value of the reporting units. Additionally, actual future results could differ from its current estimates and assumptions. As a result of the Partnership’s annual impairment test, it determined that the fair value of the reporting units exceeded its carrying value under each approach, both individually and on a weighted basis. The Partnership completed an assessment of qualitative factors in the Successor period to determine whether it was more likely than not that the fair value of each 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. Some of the factors considered in the Partnership’s qualitative assessment included macroeconomic conditions, industry and market conditions, cost factors affecting the business and performance of the Partnership’s unit price. 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 in the Successor period. Changes in the value of goodwill during the years ended December 31, 2017 and 2016 , all of which resides within the Partnership’s gathering and compression segment, are detailed below. Predecessor (in thousands) Goodwill Balance, December 31, 2015 $ 39,142 Additions 455,438 Balance, December 31, 2016 $ 494,580 Additions — Balance, November 12, 2017 $ 494,580 Successor Additional goodwill related to pushdown accounting, net of previously recognized (1) 852,338 Balance, December 31, 2017 $ 1,346,918 (1) The Partnership has recorded goodwill as the excess of the estimated enterprise value over the sum of the fair value amounts allocated to the Partnership’s assets and liabilities. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment. See Note 2 for further information. Intangible Assets In the Predecessor period, the Partnership’s intangible assets were primarily comprised of customer contracts with EQT that were acquired as part of an April 2014 acquisition of certain gas gathering assets in Washington and Greene Counties, Pennsylvania. These intangible assets were valued based upon the estimated fair value of the assets at the acquisition date. The customer contracts were assigned a useful life of 30 years and amortized on a straight-line basis. At the Merger Date, the intangible assets that were related to customer contracts with EQT were eliminated through the application of pushdown accounting. 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. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers.” The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers - Deferral of the Effective Date” which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. During the third quarter of 2017, the Partnership substantially completed its detailed review of the impact of the standard on each of its contracts. The Partnership adopted the ASUs using the modified retrospective method of adoption on January 1, 2018 and did not record an adjustment to equity. The Partnership does not expect the standard to have a significant impact on net income in 2018. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers including disaggregation of revenue and remaining performance obligations. The Partnership implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard in the first quarter of 2018. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” 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 Partnership continues to evaluate its agreements to assess 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. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (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 Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the 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. 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 The Partnership has evaluated subsequent events through the date of the financial statement issuance. |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Mergers and Acquisitions | Mergers and Acquisitions Rice Energy’s Merger with EQT EQT performed a preliminary valuation of the fair value of the Partnership’s assets and liabilities as of the Merger Date. The fair value of the Partnership’s current assets and current liabilities were assumed to approximate their carrying values. The estimated fair value of the Partnership’s long-lived tangible assets was determined utilizing observable market inputs where available or estimated replacement cost adjusted for a usage or obsolescence factor. The estimated fair value of the Partnership’s long-term liabilities was determined utilizing observable market inputs where available or estimated based on their current carrying values. The Partnership has recorded goodwill as the excess of the estimated enterprise value over the sum of the fair value amounts allocated to the Partnership’s assets and liabilities. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment. The following table summarizes the preliminary allocation of the fair value of the assets and liabilities of the Partnership as of the Merger Date through pushdown accounting from EQT. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as EQT continues to finalize the fair value estimates. Certain data necessary to complete the purchase price allocation is not yet available, including, but is not limited to, final appraisals of assets acquired and liabilities assumed. EQT expects to complete the purchase price allocation once it has received all of the necessary information, at which time the value of the assets and liabilities will be revised as appropriate. (in thousands) At November 13, 2017 Estimated Value of RMP $ 2,499,668 Estimated Fair Value of Assets Acquired and Liabilities Assumed: Current assets $ 65,300 Property and equipment, net 1,419,077 Other non-current assets 47 Current liabilities (56,351 ) Revolving credit facility (266,000 ) Other non-current liabilities (9,323 ) Total estimated fair value of assets acquired and liabilities assumed $ 1,152,750 Goodwill $ 1,346,918 Vantage Acquisition On September 26, 2016, the Partnership entered into the Midstream Purchase Agreement. Pursuant to the terms of the Midstream Purchase Agreement, and following the closing 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 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 Asset Acquisition, the Partnership paid Rice Energy $600 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 million and borrowings under its revolving credit facility (defined in Note 3) of $159 million . The purchase price allocation ascribed approximately $144.6 million to property and equipment, $ 0.4 million in net working capital, and $455 million to goodwill. The Partnership’s acquisition of the Vantage Midstream Entities from Rice Energy was 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 the Partnership’s 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 were prepared with the assistance of external specialists, and represented Rice Energy’s best estimate of the fair values of the assets acquired. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment as of December 31, 2016. Post-Acquisition Operating Results The Vantage Midstream Entities contributed the following to the Partnership’s consolidated operating results for the period from November 13, 2017 to December 31, 2017 , for the period from January 1, 2017 to November 12, 2017 and for the period from October 19, 2016 to December 31, 2016. Successor Predecessor Period from Period from January 1, 2017 to November 12, 2017 Period from October 19. 2016 to December 31, 2016 (in thousands) Operating revenues $ 6,529 $ 51,190 $ 8,571 Net income $ 5,412 $ 38,200 $ 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. Predecessor Year Ended December 31, (in thousands, except per unit data) 2016 2015 Operating revenues $ 253,817 $ 156,944 Limited partner net income $ 150,846 $ 67,199 Earnings per common unit (basic) $ 1.54 $ 0.84 Earnings per common unit (diluted) $ 1.54 $ 0.83 Earnings per subordinated units $ 1.55 $ 0.84 |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility 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 December 31, 2017 , the Revolving Credit Facility provided for lender commitments of $850 million , with an additional $200 million of commitments available under an accordion feature, subject to lender approval. As of December 31, 2017, Rice Midstream OpCo had $286 million of borrowings and $1 million of letters of credit outstanding under this facility, resulting in availability of $563 million . The average daily outstanding balance of the credit facility was approximately $216 million and interest was incurred on the facility at a weighted average annual interest rate of 3.1% during 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 Revolving Credit Facility 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 in effect from time to time, 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 in effect from time to time. 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, 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 Revolving Credit Facility is secured by mortgages and other security interests on substantially all of its properties and is guaranteed by 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, 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Partnership. While the amounts claimed may be substantial, the Partnership is unable to predict with certainty the ultimate outcome of such claims and proceedings. The Partnership accrues legal and other direct costs related to loss contingencies when actually incurred. The Partnership has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, the Partnership believes that the ultimate outcome of any matter currently pending against the Partnership will not materially affect the Partnership’s business, financial condition, results of operations, liquidity or ability to make distributions. The Partnership is subject to federal, state and local environmental laws and regulations. These laws and regulations, which are constantly changing, can require expenditures for remediation and in certain instances result in assessment of fines. The Partnership has established procedures for ongoing evaluation of its operations to identify potential environmental exposures and assure compliance with regulatory requirements. The estimated costs associated with identified situations that require remedial action are accrued. Ongoing expenditures for compliance with environmental law and regulations, including investments in plant and facilities to meet environmental requirements, have not been material. Management believes that any such required expenditures will not be significantly different in either nature or amount in the future and does not know of any environmental liabilities that will have a material effect on its business, financial condition, results of operations, liquidity or ability to make distributions. 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 periods from November 13, 2017 to December 31, 2017 and from January 1, 2017 to November 12, 2017, and the years ended December 31, 2016 and 2015 was $0.3 million , $1.2 million , $1.6 million and $1.7 million , respectively. Future payments for this equipment as of December 31, 2017 totaled $3.6 million (2018: $1.2 million ; 2019: $1.2 million ; 2020: $0.6 million ; 2021: $0.3 million ; and 2022: $0.3 million ). |
Partners' Capital
Partners' Capital | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Partners' Capital | Partners’ Capital The following table presents the Partnership’s common and subordinated units issued from January 1, 2016 through December 31, 2017 : Limited Partners GP Holdings Common Subordinated Total Ownership % Balance, January 1, 2016 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 at the market program (1) 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 % Vested phantom units, net (2) 30,352 — 30,352 — % Balance, December 31, 2017 73,549,485 28,753,623 102,303,108 28 % (1) In May 2016, the Partnership entered into an equity distribution agreement that established an at the market common unit offering program, pursuant to which a group of managers, acting as sales agents, may sell RMP common units having an aggregate offering price of up to $ 100 million (the ATM Program). The Partnership has used the net proceeds from the sale of common units pursuant to the ATM Program for general partnership purposes, including repayment of debt, acquisitions and capital expenditures. (2) All 2017 phantom unit vestings occurred prior to the Merger Date. As of December 31, 2017 , GP Holdings owned an approximate 28% limited partner interest in the Partnership consisting of 3,623 common units and 28,753,623 subordinated units, as well as all of the incentive distribution rights in the Partnership. See Note 7 for information regarding the Partnership’s subordination period. |
Phantom Unit Awards
Phantom Unit Awards | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Phantom Unit Awards | Phantom Unit Awards The Partnership’s general partner has granted phantom unit awards under the LTIP to certain non-employee directors of the Partnership that provide services to the Partnership under an omnibus agreement with EQT. 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 $0.5 million , $2.8 million and $4.1 million of equity compensation cost related to these awards for the period from January 1, 2017 to November 12, 2017 and the years ended December 31, 2016 and 2015 , respectively, in general and administrative expenses on the consolidated statements of operations. At December 31, 2017 , 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, 2017 and 2016 . Number of units Weighted average grant date fair value Total unvested, January 1, 2016 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 Granted (1) 20,688 24.41 Vested (1) (30,352 ) 17.81 Total unvested - December 31, 2017 20,688 $ 24.41 (1) All 2017 equity-based awards were granted or vested prior to the Merger Date. |
Net Income per Limited Partner
Net Income per Limited Partner Unit and Cash Distributions | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income per Limited Partner Unit and Cash Distributions | Net Income per Limited Partner Unit and Cash Distributions 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 the Partnership’s calculation of net income per limited partner unit for common and subordinated limited partner units. Successor Predecessor (in thousands, except per unit data) Period from November 13, 2017 to December 31, 2017 Period from January 1, 2017 to November 12, 2017 Years Ended December 31, 2016 2015 Net income $ 25,134 $ 152,839 $ 121,610 $ 52,495 Less: Pre-acquisition net income allocated to general partner (1) — — — 7,296 Less: General partner interest in net income attributable to incentive distribution rights 1,599 6,182 1,428 — Limited partner net income $ 23,535 $ 146,657 $ 120,182 $ 45,199 Net income allocable to common units $ 16,920 $ 105,432 $ 76,985 $ 23,340 Net income allocable to subordinated units 6,615 41,225 43,197 21,859 Limited partner net income $ 23,535 $ 146,657 $ 120,182 $ 45,199 Weighted-average limited partner units outstanding - basic: Common units 73,549,485 73,535,414 52,822,030 30,700,864 Subordinated units 28,753,623 28,753,623 28,753,623 28,753,623 Total 102,303,108 102,289,037 81,575,653 59,454,487 Weighted-average limited partner units outstanding - diluted: Common units (2) 73,558,609 73,544,497 53,065,865 30,807,972 Subordinated units 28,753,623 28,753,623 28,753,623 28,753,623 Total 102,312,232 102,298,120 81,819,488 59,561,595 Net income per limited partner unit - basic: Common units $ 0.23 $ 1.43 $ 1.46 $ 0.76 Subordinated units (3) 0.23 1.43 1.50 0.76 Total $ 0.23 $ 1.43 $ 1.47 $ 0.76 Net income per limited partner unit - diluted: Common units $ 0.23 $ 1.43 $ 1.45 $ 0.76 Subordinated units (3) 0.23 1.43 1.50 0.76 Total $ 0.23 $ 1.43 $ 1.47 $ 0.76 (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 9,124 , 9,083 , 243,835 and 107,108 units for the period from November 13, 2017 to December 31, 2017 , the period from January 1, 2017 to November 12, 2017 and for the years ended December 31, 2016 and 2015 , 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 year ended December 31, 2016, the Partnership’s partnership agreement prevents the Partnership from making a distribution to the subordinated unitholders in excess of those to the common unitholders. Subordinated Units Following the consummation of the Mergers, EQT indirectly owned all of the Partnership’s subordinated units. The principal difference between the Partnership’s common units and subordinated units was that, under the partnership agreement, for any quarter during the subordination period, holders of the subordinated units were not entitled to receive any distribution from operating surplus until the common units had received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units did not accrue arrearages. As a result of the declaration of the Partnership’s fourth quarter 2017 cash distribution, which was paid on February 14, 2018, the subordination period with respect to the Partnership’s 28,753,623 subordinated units expired on February 15, 2018 and all of the outstanding Partnership subordinated units converted into Partnership common units on a one -for-one basis on that day. Cash Distributions Within 45 days after the end of each quarter, pursuant to the terms of its partnership agreement, the Partnership intends to distribute to the holders of common units on a quarterly basis all of its available cash 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. Following the consummation of the Mergers, all of the incentive distribution rights are held indirectly by EQT through 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 have been achieved. For any quarter in which the Partnership has distributed cash from operating surplus to the common 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 2017 and 2016, cash distributions of $5.7 million and $0.5 million , respectively, 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 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 March 31, 2017 $ 0.2608 May 18, 2017 June 30, 2017 $ 0.2711 August 17, 2017 September 30, 2017 $ 0.2814 November 16, 2017 December 31, 2017 $ 0.2917 February 14, 2018 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 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 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 on the effective date of their acquisition by the Partnership. For the year ended December 31, 2015, the Partnership recorded income tax expense of approximately $5.8 million associated with the operations of the Water Assets prior to acquisition by the Partnership. Pursuant to an agreement between the Partnership and the Internal Revenue Service (IRS) regarding the Partnership’s 2016 tax reporting, the Partnership had 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 resulted 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 provided 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, 2017 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the ordinary course of business, the Partnership engages in transactions with EQT and its affiliates, including but not limited to, gathering, compression and water services agreements. For periods prior to the Mergers, related parties included Rice Energy and certain of its subsidiaries. Following the consummation of the Mergers, related parties included EQT and certain of its subsidiaries. Omnibus Agreement On December 22, 2014, upon completion of the Partnership’s IPO, the Partnership entered into an omnibus agreement with Midstream Management, Rice Energy and other affiliates (the Initial Omnibus Agreement). Pursuant to the Initial Omnibus Agreement, Rice Energy performed 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 reimbursed Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs. On the Merger Date, in connection with the completion of the Mergers, the Partnership, EQT and other affiliates entered into an Amended and Restated Omnibus Agreement (the Amended Omnibus Agreement), with substantially the same terms as the Initial Omnibus Agreement. The expenses for which the Partnership reimburses EQT 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. |
Financial Information by Busine
Financial Information by Business Segment | 12 Months Ended |
Dec. 31, 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. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income. 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 for each respective period. Successor Period from November 13, 2017 to December 31, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 30,614 $ 13,605 $ 44,219 Total operating expenses 8,814 9,460 18,274 Operating income $ 21,800 $ 4,145 $ 25,945 Segment assets $ 2,640,682 $ 208,331 $ 2,849,013 Depreciation expense $ 3,965 $ 3,515 $ 7,480 Capital expenditures for segment assets $ 28,320 $ 6,233 $ 34,553 Predecessor Period from January 1, 2017 to November 12, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 167,492 $ 82,982 $ 250,474 Total operating expenses 46,743 40,253 86,996 Operating income $ 120,749 $ 42,729 $ 163,478 Depreciation expense $ 11,324 $ 15,096 $ 26,420 Capital expenditures for segment assets $ 113,373 $ 10,394 $ 123,767 Predecessor 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 Depreciation expense $ 10,840 $ 14,330 $ 25,170 Capital expenditures for segment assets $ 113,033 $ 8,054 $ 121,087 Predecessor 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 Depreciation expense $ 6,310 $ 10,089 $ 16,399 Capital expenditures for segment assets $ 149,706 $ 98,757 $ 248,463 |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 is as follows (in thousands, except per unit data): Predecessor Successor Year ended December 31, 2017: (1) First quarter Second quarter Third quarter Period from October 1 to November 12 Period from November 13 to December 31 Operating revenues $ 62,750 $ 72,377 $ 81,701 $ 33,646 $ 44,219 Operating expenses 22,154 25,363 27,054 12,424 18,274 Operating income 40,596 47,014 54,647 21,222 25,945 Net income $ 37,615 $ 44,060 $ 51,454 $ 19,710 $ 25,134 Net income per limited partner unit - basic $ 0.36 $ 0.42 $ 0.48 $ 0.18 $ 0.23 Net income per limited partner unit - diluted $ 0.36 $ 0.42 $ 0.48 $ 0.18 $ 0.23 Predecessor 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 $ 34,529 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 (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 Accoun18
Summary of Significant Accounting Policies and Related Matters (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | As a result of the Mergers, EQT became the indirect parent of Midstream Management and acquired beneficial ownership of 3,623 common units representing limited partner interests, 28,753,623 subordinated units representing limited partner interests and all incentive distribution rights of the Partnership, all of which are held by Rice Midstream GP Holdings LP (GP Holdings), an indirect, wholly-owned subsidiary of EQT. Please see Note 2 for further information regarding the Mergers. 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 closing 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. See Note 2 for further detail regarding the Vantage Midstream Asset Acquisition. 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 EQT (following EQT’s acquisition of Rice Energy) that own and operate a portion of EQT’s water services business. The acquired business includes 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). Certain subsidiaries of EQT have 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 amended and restated water services agreements (the Water Services Agreement) and (ii) an option to purchase any water treatment facilities acquired by such subsidiaries in those areas at the applicable 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. |
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 in the Predecessor period and between the Partnership and EQT in the Successor period have been identified in the consolidated financial statements as transactions between affiliates and are discussed in further detail in Note 9. The Partnership does not have any employees. Prior to the completion of the Mergers, operational support for the Partnership was provided by Rice Energy, and employees of Rice Energy managed and conducted the Partnership’s daily business operations. Following the Mergers, operational support for the Partnership is provided by EQT and certain of its subsidiaries, whose employees manage and conduct the Partnership’s daily business operations. The Partnership’s cost of doing business incurred by Rice Energy and EQT in the Predecessor and Successor periods, respectively, 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 and EQT to the Partnership in exchange for: • business services, such as payroll, accounts payable and facilities management; • corporate services, such as finance and accounting, legal, human resources and public and regulatory policy; and • employee compensation. |
Nature of Business and Segment Reporting | Nature of Business The Partnership is a fee-based, growth-oriented limited partnership formed by Rice Energy to own, operate, develop and acquire midstream assets in the Appalachian Basin. As of December 31, 2017, the Partnership provides midstream services to EQT 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 gathering assets consist of a high-pressure dry gas gathering system and associated compression in Washington and Greene Counties, Pennsylvania. The Partnership provides gathering and compression services under long-term, fixed price per unit contracts to EQT 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 EQT 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 EQT and third parties. Segment Reporting Business segments are components of the Partnership for which separate financial information is produced internally and are subject to evaluation by the Partnership’s chief operating decision maker in deciding how to allocate resources. The Partnership reports its operations in two segments: (i) gathering and compression and (ii) water services, which reflect its lines of business. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income. All of the Partnership’s operating revenues, income from operations and assets are located in the United States. The Partnership operates in two business segments: (i) gathering and compression and (ii) water services. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income. 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. |
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). |
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 the 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 Gathering, compression and water service revenues are recognized in the period service is 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. |
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 is under no legal or contractual obligation to restore or dismantle its gathering pipelines or compression facilities upon abandonment. Additionally, 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, asset retirement obligations are generally not required for gathering systems as the Partnership believes that these assets have indeterminate useful lives, if properly maintained. Absent the lack of legal or contractual obligations, the Partnership is not able to make a reasonable estimate of when future dismantlement and removal dates of gathering systems may occur. The asset retirement obligations recorded in the consolidated balance sheets primarily relate to its 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 is recorded in other accrued 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 In the Predecessor period, property and equipment was recorded at cost and was being depreciated over the estimated useful life of assets on a straight-line basis. Gathering pipelines and compressor stations were depreciated over a useful life of 60 years. Water pipelines, pumping stations and impoundment facilities were depreciated over a useful life of 10 to 15 years. In the Successor period, property and equipment is recorded at cost and is being depreciated using composite rates on a straight-line basis over the estimated useful lives of the assets. The overall rate of depreciation for the Successor period ended December 31, 2017 was approximately 3.7% . Effective as of the Merger Date, the Partnership estimates gathering pipelines to have useful lives ranging from 20 years to 65 years, compression equipment to have useful lives ranging from 20 years to 50 years and water equipment to have useful lives ranging from 10 to 15 years. As circumstances warrant, depreciation rates are reviewed to determine if any changes in the underlying assumptions are necessary. The following table provides detail of property and equipment presented in the consolidated balance sheets at December 31, 2017 and 2016 . (in thousands) As of As of December 31, 2016 Natural gas gathering assets $ 1,138,581 $ 675,830 Natural gas gathering assets in progress 101,154 3,780 Accumulated depreciation (4,020 ) (21,615 ) Natural gas gathering assets, net 1,235,715 657,995 Water service assets 176,209 165,482 Water service assets in progress 17,616 4,060 Accumulated depreciation (3,363 ) (24,981 ) Water service assets, net 190,462 144,561 Other property and equipment, net 5,625 2,471 Property and equipment, net $ 1,431,802 $ 805,027 Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Partnership reviews its long-lived assets for impairment by first comparing the carrying value of the assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. If the carrying value exceeds the sum of the assets' undiscounted cash flows, the Partnership estimates an impairment loss equal to the difference between the carrying value and fair value of the assets. |
Goodwill and Intangible Assets | Goodwill Goodwill is the total consideration of an acquisition less the fair value of the identifiable net assets of the acquired business, including identifiable intangible assets. The Partnership evaluates goodwill for impairment at least annually during the fourth quarter, or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. 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. The Partnership identifies its operations within two reporting units: (i) PA Gathering, and (ii) Water Services (which had not been ascribed goodwill). During the first quarter of 2017, the Partnership adopted Accounting Standards Update (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 ASU 2017-04, the Partnership compares the fair value of its reporting units with its carrying value amount and recognizes 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 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 a quantitative goodwill impairment test. The Partnership may also perform a quantitative goodwill impairment test at its discretion without performing the qualitative assessment. If the carrying value of the goodwill of a reporting unit exceeds its fair value, the difference is recognized as an impairment charge. The Partnership’s fourth quarter 2017 annual test, which was performed in the Predecessor period, included the assessment of factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value. Due to the reduction in its unit price following the announcement of the Mergers, the Partnership concluded that it would bypass a qualitative assessment and proceed directly to a quantitative impairment assessment for purposes of its annual test. The Partnership used a combination of the income approach and market approach to estimate the fair value of the reporting unit. For purposes of the income approach, the Partnership employed the discounted cash flow method, which used significant inputs not observable on the public market (Level 3), to determine fair value on the present value of estimated future cash flows, discounted at a risk-adjusted rate. The income approach included the Partnership’s estimates and assumptions related to future throughput volumes, operating revenues, operating costs, capital spending and changes in working capital. In addition, the Partnership employed the guideline public company method and the market capitalization method within the market approach to determine the fair value of the reporting units. The guideline public company method considers market multiples derived from market prices of publicly traded stocks of companies engaged in similar lines of business as the Partnership’s reporting units. The market capitalization method uses the Partnership’s stock price to derive fair value. From a market capitalization standpoint, the Partnership utilized a 30-day volume weighted average price look-back as of its annual assessment date. Estimating the fair value of the reporting units requires considerable judgment and determining fair value is sensitive to changes in assumptions impacting management’s estimates of the future financial results of the reporting units. Although the Partnership believes the estimates and assumptions used in estimating the fair value of its reporting units are reasonable and appropriate, different assumptions and estimates could materially impact the calculated fair value of the reporting units. Additionally, actual future results could differ from its current estimates and assumptions. As a result of the Partnership’s annual impairment test, it determined that the fair value of the reporting units exceeded its carrying value under each approach, both individually and on a weighted basis. The Partnership completed an assessment of qualitative factors in the Successor period to determine whether it was more likely than not that the fair value of each 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. Some of the factors considered in the Partnership’s qualitative assessment included macroeconomic conditions, industry and market conditions, cost factors affecting the business and performance of the Partnership’s unit price. 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 in the Successor period. Changes in the value of goodwill during the years ended December 31, 2017 and 2016 , all of which resides within the Partnership’s gathering and compression segment, are detailed below. Predecessor (in thousands) Goodwill Balance, December 31, 2015 $ 39,142 Additions 455,438 Balance, December 31, 2016 $ 494,580 Additions — Balance, November 12, 2017 $ 494,580 Successor Additional goodwill related to pushdown accounting, net of previously recognized (1) 852,338 Balance, December 31, 2017 $ 1,346,918 (1) The Partnership has recorded goodwill as the excess of the estimated enterprise value over the sum of the fair value amounts allocated to the Partnership’s assets and liabilities. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment. See Note 2 for further information. Intangible Assets In the Predecessor period, the Partnership’s intangible assets were primarily comprised of customer contracts with EQT that were acquired as part of an April 2014 acquisition of certain gas gathering assets in Washington and Greene Counties, Pennsylvania. These intangible assets were valued based upon the estimated fair value of the assets at the acquisition date. The customer contracts were assigned a useful life of 30 years and amortized on a straight-line basis. At the Merger Date, the intangible assets that were related to customer contracts with EQT were eliminated through the application of pushdown accounting |
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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers.” The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers - Deferral of the Effective Date” which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. During the third quarter of 2017, the Partnership substantially completed its detailed review of the impact of the standard on each of its contracts. The Partnership adopted the ASUs using the modified retrospective method of adoption on January 1, 2018 and did not record an adjustment to equity. The Partnership does not expect the standard to have a significant impact on net income in 2018. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers including disaggregation of revenue and remaining performance obligations. The Partnership implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard in the first quarter of 2018. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” 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 Partnership continues to evaluate its agreements to assess 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. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (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 Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the 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. 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. |
Commitments and Contingencies | In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Partnership. While the amounts claimed may be substantial, the Partnership is unable to predict with certainty the ultimate outcome of such claims and proceedings. The Partnership accrues legal and other direct costs related to loss contingencies when actually incurred. The Partnership has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, the Partnership believes that the ultimate outcome of any matter currently pending against the Partnership will not materially affect the Partnership’s business, financial condition, results of operations, liquidity or ability to make distributions. |
Subsequent Events | The Partnership has evaluated subsequent events through the date of the financial statement issuance. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies and Related Matters (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 is as follows: Predecessor (in thousands) 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 Liabilities incurred 384 Liabilities settled (88 ) Accretion expense 393 Revisions in estimated liabilities 351 Balance at November 12, 2017 $ 6,830 Successor Revisions in estimated liabilities (1) 2,489 Balance at November 13, 2017 9,319 Liabilities settled (20 ) Accretion expense 22 Balance at December 31, 2017 $ 9,321 (1) Revisions in estimated liabilities reflect changes in assumptions associated with retirement costs and/or the estimated timing of settling retirement obligations. These revisions were recorded as an opening balance sheet adjustment at the Merger Date. |
Schedule of Components of Interest Incurred | The following table summarizes the components of the Partnership’s interest incurred for the respective periods. Successor Predecessor Period from Period from Years Ended December 31, (in thousands) 2016 2015 Interest incurred: Interest expensed $ 826 $ 7,053 $ 3,931 $ 3,164 Interest capitalized 605 594 175 222 Total incurred $ 1,431 $ 7,647 $ 4,106 $ 3,386 |
Property, Plant and Equipment | The following table provides detail of property and equipment presented in the consolidated balance sheets at December 31, 2017 and 2016 . (in thousands) As of As of December 31, 2016 Natural gas gathering assets $ 1,138,581 $ 675,830 Natural gas gathering assets in progress 101,154 3,780 Accumulated depreciation (4,020 ) (21,615 ) Natural gas gathering assets, net 1,235,715 657,995 Water service assets 176,209 165,482 Water service assets in progress 17,616 4,060 Accumulated depreciation (3,363 ) (24,981 ) Water service assets, net 190,462 144,561 Other property and equipment, net 5,625 2,471 Property and equipment, net $ 1,431,802 $ 805,027 |
Schedule of Goodwill | Changes in the value of goodwill during the years ended December 31, 2017 and 2016 , all of which resides within the Partnership’s gathering and compression segment, are detailed below. Predecessor (in thousands) Goodwill Balance, December 31, 2015 $ 39,142 Additions 455,438 Balance, December 31, 2016 $ 494,580 Additions — Balance, November 12, 2017 $ 494,580 Successor Additional goodwill related to pushdown accounting, net of previously recognized (1) 852,338 Balance, December 31, 2017 $ 1,346,918 (1) The Partnership has recorded goodwill as the excess of the estimated enterprise value over the sum of the fair value amounts allocated to the Partnership’s assets and liabilities. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment. See Note 2 for further information. |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the fair value of the assets and liabilities of the Partnership as of the Merger Date through pushdown accounting from EQT. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as EQT continues to finalize the fair value estimates. Certain data necessary to complete the purchase price allocation is not yet available, including, but is not limited to, final appraisals of assets acquired and liabilities assumed. EQT expects to complete the purchase price allocation once it has received all of the necessary information, at which time the value of the assets and liabilities will be revised as appropriate. (in thousands) At November 13, 2017 Estimated Value of RMP $ 2,499,668 Estimated Fair Value of Assets Acquired and Liabilities Assumed: Current assets $ 65,300 Property and equipment, net 1,419,077 Other non-current assets 47 Current liabilities (56,351 ) Revolving credit facility (266,000 ) Other non-current liabilities (9,323 ) Total estimated fair value of assets acquired and liabilities assumed $ 1,152,750 Goodwill $ 1,346,918 |
Business Acquisition, Pro Forma Information | The Vantage Midstream Entities contributed the following to the Partnership’s consolidated operating results for the period from November 13, 2017 to December 31, 2017 , for the period from January 1, 2017 to November 12, 2017 and for the period from October 19, 2016 to December 31, 2016. Successor Predecessor Period from Period from January 1, 2017 to November 12, 2017 Period from October 19. 2016 to December 31, 2016 (in thousands) Operating revenues $ 6,529 $ 51,190 $ 8,571 Net income $ 5,412 $ 38,200 $ 4,303 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. Predecessor Year Ended December 31, (in thousands, except per unit data) 2016 2015 Operating revenues $ 253,817 $ 156,944 Limited partner net income $ 150,846 $ 67,199 Earnings per common unit (basic) $ 1.54 $ 0.84 Earnings per common unit (diluted) $ 1.54 $ 0.83 Earnings per subordinated units $ 1.55 $ 0.84 |
Partners' Capital Partners' Cap
Partners' Capital Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Capital Units | The following table presents the Partnership’s common and subordinated units issued from January 1, 2016 through December 31, 2017 : Limited Partners GP Holdings Common Subordinated Total Ownership % Balance, January 1, 2016 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 at the market program (1) 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 % Vested phantom units, net (2) 30,352 — 30,352 — % Balance, December 31, 2017 73,549,485 28,753,623 102,303,108 28 % (1) In May 2016, the Partnership entered into an equity distribution agreement that established an at the market common unit offering program, pursuant to which a group of managers, acting as sales agents, may sell RMP common units having an aggregate offering price of up to $ 100 million (the ATM Program). The Partnership has used the net proceeds from the sale of common units pursuant to the ATM Program for general partnership purposes, including repayment of debt, acquisitions and capital expenditures. (2) All 2017 phantom unit vestings occurred prior to the Merger Date. |
Phantom Unit Awards (Tables)
Phantom Unit Awards (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 . Number of units Weighted average grant date fair value Total unvested, January 1, 2016 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 Granted (1) 20,688 24.41 Vested (1) (30,352 ) 17.81 Total unvested - December 31, 2017 20,688 $ 24.41 (1) All 2017 equity-based awards were granted or vested prior to the Merger Date. |
Net Income per Limited Partne23
Net Income per Limited Partner Unit and Cash Distributions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the Partnership’s calculation of net income per limited partner unit for common and subordinated limited partner units. Successor Predecessor (in thousands, except per unit data) Period from November 13, 2017 to December 31, 2017 Period from January 1, 2017 to November 12, 2017 Years Ended December 31, 2016 2015 Net income $ 25,134 $ 152,839 $ 121,610 $ 52,495 Less: Pre-acquisition net income allocated to general partner (1) — — — 7,296 Less: General partner interest in net income attributable to incentive distribution rights 1,599 6,182 1,428 — Limited partner net income $ 23,535 $ 146,657 $ 120,182 $ 45,199 Net income allocable to common units $ 16,920 $ 105,432 $ 76,985 $ 23,340 Net income allocable to subordinated units 6,615 41,225 43,197 21,859 Limited partner net income $ 23,535 $ 146,657 $ 120,182 $ 45,199 Weighted-average limited partner units outstanding - basic: Common units 73,549,485 73,535,414 52,822,030 30,700,864 Subordinated units 28,753,623 28,753,623 28,753,623 28,753,623 Total 102,303,108 102,289,037 81,575,653 59,454,487 Weighted-average limited partner units outstanding - diluted: Common units (2) 73,558,609 73,544,497 53,065,865 30,807,972 Subordinated units 28,753,623 28,753,623 28,753,623 28,753,623 Total 102,312,232 102,298,120 81,819,488 59,561,595 Net income per limited partner unit - basic: Common units $ 0.23 $ 1.43 $ 1.46 $ 0.76 Subordinated units (3) 0.23 1.43 1.50 0.76 Total $ 0.23 $ 1.43 $ 1.47 $ 0.76 Net income per limited partner unit - diluted: Common units $ 0.23 $ 1.43 $ 1.45 $ 0.76 Subordinated units (3) 0.23 1.43 1.50 0.76 Total $ 0.23 $ 1.43 $ 1.47 $ 0.76 (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 9,124 , 9,083 , 243,835 and 107,108 units for the period from November 13, 2017 to December 31, 2017 , the period from January 1, 2017 to November 12, 2017 and for the years ended December 31, 2016 and 2015 , 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 year ended December 31, 2016, the Partnership’s partnership agreement prevents the Partnership from making a distribution to the subordinated unitholders in excess of those to the common unitholders. |
Schedule of Incentive Distribution Rights | For any quarter in which the Partnership has distributed cash from operating surplus to the common unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders in the following manner: Marginal Percentage Interest in Distributions Total Quarterly Distribution Per Unit Unitholders Incentive Distribution Rights Holders Minimum Quarterly Distribution $0.1875 100% —% First Target Distribution above $0.1875 up to $0.2156 100% —% Second Target Distribution above $0.2156 up to $0.2344 85% 15% Third Target Distribution above $0.2344 up to $0.2813 75% 25% Thereafter above $0.2813 50% 50% The Board of Directors of the 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 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 March 31, 2017 $ 0.2608 May 18, 2017 June 30, 2017 $ 0.2711 August 17, 2017 September 30, 2017 $ 0.2814 November 16, 2017 December 31, 2017 $ 0.2917 February 14, 2018 |
Financial Information by Busi24
Financial Information by Business Segment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The operating results and assets of the Partnership’s reportable segments were as follows for each respective period. Successor Period from November 13, 2017 to December 31, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 30,614 $ 13,605 $ 44,219 Total operating expenses 8,814 9,460 18,274 Operating income $ 21,800 $ 4,145 $ 25,945 Segment assets $ 2,640,682 $ 208,331 $ 2,849,013 Depreciation expense $ 3,965 $ 3,515 $ 7,480 Capital expenditures for segment assets $ 28,320 $ 6,233 $ 34,553 Predecessor Period from January 1, 2017 to November 12, 2017 (in thousands) Gathering and Compression Water Services Consolidated Total Total operating revenues $ 167,492 $ 82,982 $ 250,474 Total operating expenses 46,743 40,253 86,996 Operating income $ 120,749 $ 42,729 $ 163,478 Depreciation expense $ 11,324 $ 15,096 $ 26,420 Capital expenditures for segment assets $ 113,373 $ 10,394 $ 123,767 Predecessor 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 Depreciation expense $ 10,840 $ 14,330 $ 25,170 Capital expenditures for segment assets $ 113,033 $ 8,054 $ 121,087 Predecessor 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 Depreciation expense $ 6,310 $ 10,089 $ 16,399 Capital expenditures for segment assets $ 149,706 $ 98,757 $ 248,463 |
Quarterly Financial Informati25
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The Partnership’s quarterly financial information for the years ended December 31, 2017 and 2016 is as follows (in thousands, except per unit data): Predecessor Successor Year ended December 31, 2017: (1) First quarter Second quarter Third quarter Period from October 1 to November 12 Period from November 13 to December 31 Operating revenues $ 62,750 $ 72,377 $ 81,701 $ 33,646 $ 44,219 Operating expenses 22,154 25,363 27,054 12,424 18,274 Operating income 40,596 47,014 54,647 21,222 25,945 Net income $ 37,615 $ 44,060 $ 51,454 $ 19,710 $ 25,134 Net income per limited partner unit - basic $ 0.36 $ 0.42 $ 0.48 $ 0.18 $ 0.23 Net income per limited partner unit - diluted $ 0.36 $ 0.42 $ 0.48 $ 0.18 $ 0.23 Predecessor 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 $ 34,529 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 (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 Accoun26
Summary of Significant Accounting Policies and Related Matters (Narrative) (Details) | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2017countyshares | Dec. 31, 2017countybusiness_segmentshares | Nov. 13, 2017shares | Dec. 31, 2016shares | |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of business segments | business_segment | 2 | |||
Depreciation rate of property and equipment | 3.70% | |||
Gathering Pipelines | Minimum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 20 years | |||
Gathering Pipelines | Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 65 years | |||
Compression Equipment | Minimum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 20 years | |||
Compression Equipment | Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 50 years | |||
Water Equipment | Minimum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 10 years | |||
Water Equipment | Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 15 years | |||
Predecessor | Gathering Pipelines and Compressor Stations | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 60 years | |||
Predecessor | Water Pipelines, Pumping Stations, and Impoundment Facilities | Minimum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 10 years | |||
Predecessor | Water Pipelines, Pumping Stations, and Impoundment Facilities | Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of property and equipment | 15 years | |||
Appalachian Basin | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of counties | county | 3 | 3 | ||
Customer contracts | Momentum Acquisition | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Useful life of customer contracts | 30 years | |||
Geographic Concentration Risk | Appalachian Basin | Assets, Geographic Area | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of counties | county | 3 | 3 | ||
Common Units | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of common units and subordinated units assigned to the Partnership (in units) | 73,549,485 | 73,549,485 | ||
Common Units | Predecessor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of common units and subordinated units assigned to the Partnership (in units) | 73,519,133 | |||
Subordinated | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of common units and subordinated units assigned to the Partnership (in units) | 28,753,623 | 28,753,623 | ||
Subordinated | Predecessor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of common units and subordinated units assigned to the Partnership (in units) | 28,753,623 | |||
Limited Partners | Common Units | Partnership Interest | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of common units and subordinated units assigned to the Partnership (in units) | 3,623 | |||
Limited Partners | Subordinated | Partnership Interest | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of common units and subordinated units assigned to the Partnership (in units) | 28,753,623 | |||
General Partner | Customer Concentration Risk | Revenues, Product Line | Water Revenue | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of revenues | 96.00% |
Summary of Significant Accoun27
Summary of Significant Accounting Policies and Related Matters (Reconciliation of Beginning and Ending Aggregate Carrying Amount of Asset Retirement Obligations) (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Nov. 12, 2017 | Dec. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance | $ 9,319 | ||
Liabilities settled | (20) | ||
Accretion expense | 22 | ||
Revisions in estimated liabilities | $ 2,489 | ||
Balance | 9,321 | 9,319 | |
Predecessor | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance | $ 6,830 | 5,790 | $ 3,048 |
Liabilities incurred | 384 | 46 | |
Liabilities settled | (88) | (46) | |
Accretion expense | 393 | 290 | |
Revisions in estimated liabilities | 351 | ||
Balance | $ 6,830 | 5,790 | |
Predecessor | Vantage Midstream Entities | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Liabilities incurred | $ 2,452 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies and Related Matters (Schedule of Interest Incurred) (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Nov. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interest incurred: | ||||
Interest expensed | $ 826 | |||
Interest capitalized | 605 | |||
Total incurred | $ 1,431 | |||
Predecessor | ||||
Interest incurred: | ||||
Interest expensed | $ 7,053 | $ 3,931 | $ 3,164 | |
Interest capitalized | 594 | 175 | 222 | |
Total incurred | $ 7,647 | $ 4,106 | $ 3,386 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies and Related Matters (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 1,431,802 | |
Natural gas gathering assets | ||
Property, Plant and Equipment [Line Items] | ||
Natural gas gathering assets | 1,138,581 | |
Accumulated depreciation | (4,020) | |
Natural gas gathering assets, net | 1,235,715 | |
Water service assets, net | ||
Property, Plant and Equipment [Line Items] | ||
Water assets | 176,209 | |
Accumulated depreciation | (3,363) | |
Property and equipment, net | 190,462 | |
Water service assets in progress | ||
Property, Plant and Equipment [Line Items] | ||
Natural gas gathering assets | 101,154 | |
Water assets | 17,616 | |
Other property and equipment, net | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 5,625 | |
Predecessor | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 805,027 | |
Predecessor | Natural gas gathering assets | ||
Property, Plant and Equipment [Line Items] | ||
Natural gas gathering assets | 675,830 | |
Accumulated depreciation | (21,615) | |
Natural gas gathering assets, net | 657,995 | |
Predecessor | Water service assets, net | ||
Property, Plant and Equipment [Line Items] | ||
Water assets | 165,482 | |
Accumulated depreciation | (24,981) | |
Property and equipment, net | 144,561 | |
Predecessor | Water service assets in progress | ||
Property, Plant and Equipment [Line Items] | ||
Natural gas gathering assets | 3,780 | |
Water assets | 4,060 | |
Predecessor | Other property and equipment, net | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 2,471 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies and Related Matters (Schedule of Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Nov. 12, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | |||
Additional goodwill related to “push-down” accounting, net of previously recognized | $ 852,338 | ||
Goodwill, Ending Balance | 1,346,918 | ||
Predecessor | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 494,580 | $ 494,580 | $ 39,142 |
Additions | 0 | 455,438 | |
Goodwill, Ending Balance | $ 494,580 | $ 494,580 |
Mergers and Acquisitions (Alloc
Mergers and Acquisitions (Allocation of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Nov. 13, 2017 |
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | ||
Goodwill | $ 1,346,918 | |
EQT RE, LLC | ||
Business Acquisition [Line Items] | ||
Estimated Value of RMP | $ 2,499,668 | |
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | ||
Current assets | 65,300 | |
Property and equipment, net | 1,419,077 | |
Other non-current assets | 47 | |
Current liabilities | (56,351) | |
Revolving credit facility | (266,000) | |
Other non-current liabilities | (9,323) | |
Total estimated fair value of assets acquired and liabilities assumed | 1,152,750 | |
Goodwill | $ 1,346,918 |
Mergers and Acquisitions (Narra
Mergers and Acquisitions (Narrative) (Details) $ in Thousands | Oct. 19, 2016USD ($)mi | Dec. 31, 2017USD ($) | Nov. 13, 2017USD ($) |
Business Acquisition [Line Items] | |||
Net proceeds from private placement | $ 0 | ||
Proceeds from borrowings | 20,000 | ||
Goodwill | $ 1,346,918 | ||
EQT RE, LLC | |||
Business Acquisition [Line Items] | |||
Property and equipment, net | $ 1,419,077 | ||
Goodwill | $ 1,346,918 | ||
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 | ||
Property and equipment, net | 144,600 | ||
Net working capital | 400 | ||
Goodwill | $ 455,000 |
Mergers and Acquisitions (Sched
Mergers and 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 | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||
Operating revenues | $ 6,529 | ||||
Net income | $ 5,412 | ||||
Predecessor | |||||
Business Acquisition [Line Items] | |||||
Operating revenues | $ 8,571 | $ 51,190 | |||
Net income | $ 4,303 | $ 38,200 | |||
Operating revenues | $ 253,817 | $ 156,944 | |||
Limited partner net income | $ 150,846 | $ 67,199 | |||
Predecessor | Common Units | |||||
Business Acquisition [Line Items] | |||||
Earnings per common unit (basic) (in dollars per unit) | $ 1.54 | $ 0.84 | |||
Earnings per common unit (diluted) (in dollars per unit) | 1.54 | 0.83 | |||
Predecessor | Subordinated | |||||
Business Acquisition [Line Items] | |||||
Earnings per subordinated units (in dollars per unit) | $ 1.55 | $ 0.84 |
Revolving Credit Facility (Narr
Revolving Credit Facility (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 286,000,000 | |
Predecessor | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 190,000,000 | |
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 | |
Revolving credit facility | 286,000,000 | |
Amount of availability under facility | 563,000,000 | |
Average daily balance of the credit facility | $ 216,000,000 | |
Weighted average annual interest rate percentage | 3.10% | |
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] | ||
Revolving credit facility | $ 1,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Compression equipment - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Nov. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Commitments [Line Items] | ||||
Future payments for equipment | $ 3.6 | |||
2,018 | 1.2 | |||
2,019 | 1.2 | |||
2,020 | 0.6 | |||
2,021 | 0.3 | |||
2,022 | 0.3 | |||
Operation and Maintenance Expense | ||||
Other Commitments [Line Items] | ||||
Rent expense | $ 0.3 | |||
Predecessor | Operation and Maintenance Expense | ||||
Other Commitments [Line Items] | ||||
Rent expense | $ 1.2 | $ 1.6 | $ 1.7 |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Common and Subordinated Units Issued) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 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 | 70,917,372 | 102,303,108 | 102,272,756 | |
ATM Program | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Equity distribution agreement | $ 100,000,000 | |||||
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 under at the market program | ||||||
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) | 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 | 42,163,749 | 73,549,485 | 73,519,133 | |
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 under at the market program | ||||||
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 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 under at the market program | ||||||
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% | 28.00% | 41.00% | 28.00% |
Partners' Capital (Details)
Partners' Capital (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 |
Common | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common and Subordinated units outstanding (in units) | 73,549,485 | 73,549,485 | ||
Subordinated | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common and Subordinated units outstanding (in units) | 28,753,623 | 28,753,623 | ||
GP Holdings | Limited Partners | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Ownership % | 28.00% | 28.00% | 41.00% | 28.00% |
GP Holdings | Common | Limited Partners | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common and Subordinated units outstanding (in units) | 3,623 | 3,623 | ||
GP Holdings | Subordinated | Limited Partners | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common and Subordinated units outstanding (in units) | 28,753,623 | 28,753,623 |
Phantom Unit Awards (Details)
Phantom Unit Awards (Details) - LTIP - Phantom unit awards - USD ($) $ / shares in Units, $ in Millions | 10 Months Ended | 12 Months Ended | ||
Nov. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum aggregate number of common units that may be issued (in units) | 5,000,000 | |||
Award vesting period | 1 year | |||
Unrecorded compensation expense | $ 0.2 | |||
Number of units | ||||
Total unvested, beginning balance (in units) | 30,352 | 30,352 | 432,628 | |
Granted (in units) | 20,688 | 30,352 | ||
Vested (in units) | (30,352) | (399,158) | ||
Forfeited (in units) | (33,470) | |||
Total unvested, ending balance (in units) | 20,688 | 30,352 | 432,628 | |
Weighted average grant date fair value | ||||
Total unvested, beginning balance (in dollars per unit) | $ 17.81 | $ 17.81 | $ 16.52 | |
Granted (in dollars per unit) | 24.41 | 17.81 | ||
Vested (in dollars per unit) | 17.81 | 16.52 | ||
Forfeited (in dollars per unit) | 16.50 | |||
Total unvested, ending balance (in dollars per unit) | $ 24.41 | $ 17.81 | $ 16.52 | |
General and Administrative Expense | Predecessor | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity compensation expense | $ 0.5 | $ 2.8 | $ 4.1 |
Net Income per Limited Partne39
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 | 1 Months Ended | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Nov. 12, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Nov. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||
Net income | $ 25,134 | ||||||||||||
Less: Pre-acquisition net income allocated to general partner | 0 | ||||||||||||
Less: General partner interest in net income attributable to incentive distribution rights | 1,599 | ||||||||||||
Limited partner net income | $ 23,535 | ||||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||
Weighted-average limited partner units outstanding - basic (in units) | 102,303,108 | ||||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||
Weighted-average limited partner units outstanding - diluted (in units) | 102,312,232 | ||||||||||||
Net income per limited partner unit - basic: | |||||||||||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.23 | ||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | $ 0.23 | ||||||||||||
Phantom unit awards | |||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||
Effect of units on diluted weighted-average limited partner common units (in units) | 9,124 | ||||||||||||
Common | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||
Limited partner net income | $ 16,920 | ||||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||
Weighted-average limited partner units outstanding - basic (in units) | 73,549,485 | ||||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||
Weighted-average limited partner units outstanding - diluted (in units) | 73,558,609 | ||||||||||||
Net income per limited partner unit - basic: | |||||||||||||
Net income per limited partner unit - basic (in dollars per unit) | [1] | $ 0.23 | |||||||||||
Net income per limited partner unit - diluted: | |||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | [1] | $ 0.23 | |||||||||||
Subordinated | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||
Limited partner net income | $ 6,615 | ||||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||
Weighted-average limited partner units outstanding - basic (in units) | 28,753,623 | ||||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||
Weighted-average limited partner units outstanding - diluted (in units) | 28,753,623 | ||||||||||||
Net income per limited partner unit - basic: | |||||||||||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.23 | ||||||||||||
Predecessor | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||
Net income | $ 19,710 | $ 51,454 | $ 44,060 | $ 37,615 | $ 34,529 | $ 24,989 | $ 27,936 | $ 34,426 | $ 152,839 | $ 121,610 | $ 52,495 | ||
Less: Pre-acquisition net income allocated to general partner | 0 | 0 | 7,296 | ||||||||||
Less: General partner interest in net income attributable to incentive distribution rights | 6,182 | 1,428 | 0 | ||||||||||
Limited partner net income | $ 146,657 | $ 120,182 | $ 45,199 | ||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||
Weighted-average limited partner units outstanding - basic (in units) | 102,289,037 | 81,575,653 | 59,454,487 | ||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||
Weighted-average limited partner units outstanding - diluted (in units) | 102,298,120 | 81,819,488 | 59,561,595 | ||||||||||
Net income per limited partner unit - basic: | |||||||||||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.18 | $ 0.48 | $ 0.42 | $ 0.36 | $ 0.33 | $ 0.30 | $ 0.38 | $ 0.49 | $ 1.43 | $ 1.47 | $ 0.76 | ||
Net income per limited partner unit - diluted: | |||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | $ 0.18 | $ 0.48 | $ 0.42 | $ 0.36 | $ 0.33 | $ 0.30 | $ 0.38 | $ 0.48 | $ 1.43 | $ 1.47 | $ 0.76 | ||
Predecessor | Phantom unit awards | |||||||||||||
Net income per limited partner unit - diluted: | |||||||||||||
Effect of units on diluted weighted-average limited partner common units (in units) | 9,083 | 243,835 | 107,108 | ||||||||||
Predecessor | Common | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||
Limited partner net income | $ 105,432 | $ 76,985 | $ 23,340 | ||||||||||
Weighted-average limited partner units outstanding - basic: | |||||||||||||
Weighted-average limited partner units outstanding - basic (in units) | 73,535,414 | 52,822,030 | 30,700,864 | ||||||||||
Weighted-average limited partner units outstanding - diluted: | |||||||||||||
Weighted-average limited partner units outstanding - diluted (in units) | 73,544,497 | 53,065,865 | 30,807,972 | ||||||||||
Net income per limited partner unit - basic: | |||||||||||||
Net income per limited partner unit - basic (in dollars per unit) | [1] | $ 1.43 | $ 1.46 | $ 0.76 | |||||||||
Net income per limited partner unit - diluted: | |||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | [1] | $ 1.43 | $ 1.45 | $ 0.76 | |||||||||
Predecessor | Subordinated | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||
Limited partner net income | $ 41,225 | $ 43,197 | $ 21,859 | ||||||||||
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) | $ 1.43 | $ 1.50 | $ 0.76 | ||||||||||
Net income per limited partner unit - diluted: | |||||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | $ 1.43 | $ 1.50 | $ 0.76 | ||||||||||
[1] | Net income per limited partner unit does not include results attributable to the Pennsylvania and Ohio fresh water services assets (Water Assets) prior to their acquisition as those results are not attributable to limited partners of the Partnership. |
Net Income Per Limited Partne40
Net Income Per Limited Partner Unit and Cash Distributions (Subordinated Units) (Details) - Partnership Interest - Limited Partners - Scenario, Forecast - Subordinated | Feb. 15, 2018shares |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Units converted (in units) | 28,753,623 |
Conversion rate | 1 |
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. 14, 2018 | Nov. 16, 2017 | Aug. 17, 2017 | May 18, 2017 | Feb. 16, 2017 | Nov. 10, 2016 | Aug. 11, 2016 | May 12, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||||||||||
Distribution period | 45 days | |||||||||
Total Quarterly Distribution Per Unit | ||||||||||
Minimum Quarterly Distribution (in dollars per unit) | $ 0.1875 | |||||||||
Unitholders | ||||||||||
Minimum Quarterly Distribution | 100.00% | |||||||||
First Target Distribution (in units) | 100.00% | |||||||||
Second Target Distribution (in units) | 85.00% | |||||||||
Third Target Distribution (in units) | 75.00% | |||||||||
Thereafter (in units) | 50.00% | |||||||||
Incentive Distribution Rights Holders | ||||||||||
Minimum Quarterly Distribution | 0.00% | |||||||||
First Target Distribution | 0.00% | |||||||||
Second Target Distribution | 15.00% | |||||||||
Third Target Distribution | 25.00% | |||||||||
Thereafter | 50.00% | |||||||||
Total Quarterly Distribution per Unit (in dollars per unit) | $ 0.2814 | $ 0.2711 | $ 0.2608 | $ 0.2505 | $ 0.2370 | $ 0.2235 | $ 0.2100 | |||
GP Holdings | Limited Partners | ||||||||||
Incentive Distribution Rights Holders | ||||||||||
Cash distribution | $ 5.7 | $ 0.5 | ||||||||
Minimum | ||||||||||
Total Quarterly Distribution Per Unit | ||||||||||
First Target Distribution (in dollars per unit) | $ 0.1875 | |||||||||
Second Target Distribution (in dollars per unit) | 0.2156 | |||||||||
Third Target Distribution (in dollars per unit) | 0.2344 | |||||||||
Thereafter (in dollars per unit) | 0.2813 | |||||||||
Maximum | ||||||||||
Total Quarterly Distribution Per Unit | ||||||||||
First Target Distribution (in dollars per unit) | 0.2156 | |||||||||
Second Target Distribution (in dollars per unit) | 0.2344 | |||||||||
Third Target Distribution (in dollars per unit) | $ 0.2813 | |||||||||
Subsequent Event | ||||||||||
Incentive Distribution Rights Holders | ||||||||||
Total Quarterly Distribution per Unit (in dollars per unit) | $ 0.2917 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Thousands | Nov. 01, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016tax_year | Dec. 31, 2015USD ($) |
Income Taxes [Line Items] | ||||
Income tax expense | $ 0 | |||
Number of short tax years | tax_year | 2 | |||
Water Assets | ||||
Income Taxes [Line Items] | ||||
Income tax expense | $ 5,800 | |||
Deferred Tax Liability Eliminated through Equity | Water Assets | ||||
Income Taxes [Line Items] | ||||
Tax impact of acquisition of Water Assets | $ 7,700 |
Financial Information by Busi43
Financial Information by Business Segment (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017business_segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Financial Information by Busi44
Financial Information by Business Segment (Schedule of Operating Results and Assets) (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Nov. 12, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Nov. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||||||||||
Operating revenues | $ 44,219 | |||||||||||
Operating expenses | 18,274 | |||||||||||
Operating income | 25,945 | |||||||||||
Segment assets | 2,849,013 | |||||||||||
Depreciation expense | 7,480 | |||||||||||
Capital expenditures for segment assets | 34,553 | |||||||||||
Gathering and Compression | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating revenues | 30,614 | |||||||||||
Operating expenses | 8,814 | |||||||||||
Operating income | 21,800 | |||||||||||
Segment assets | 2,640,682 | |||||||||||
Depreciation expense | 3,965 | |||||||||||
Capital expenditures for segment assets | 28,320 | |||||||||||
Water Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating revenues | 13,605 | |||||||||||
Operating expenses | 9,460 | |||||||||||
Operating income | 4,145 | |||||||||||
Segment assets | 208,331 | |||||||||||
Depreciation expense | 3,515 | |||||||||||
Capital expenditures for segment assets | $ 6,233 | |||||||||||
Predecessor | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating revenues | $ 33,646 | $ 81,701 | $ 72,377 | $ 62,750 | $ 59,466 | $ 41,067 | $ 46,547 | $ 54,543 | $ 250,474 | $ 201,623 | $ 114,459 | |
Operating expenses | 12,424 | 27,054 | 25,363 | 22,154 | 22,677 | 15,531 | 17,547 | 18,926 | 86,996 | 74,681 | 52,423 | |
Operating income | $ 21,222 | $ 54,647 | $ 47,014 | $ 40,596 | 36,789 | $ 25,536 | $ 29,000 | $ 35,617 | 163,478 | 126,942 | 62,036 | |
Segment assets | 1,399,217 | 1,399,217 | 689,790 | |||||||||
Depreciation expense | 26,420 | 25,170 | 16,399 | |||||||||
Capital expenditures for segment assets | 123,767 | 121,087 | 248,463 | |||||||||
Predecessor | Gathering and Compression | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating revenues | 167,492 | 132,099 | 77,211 | |||||||||
Operating expenses | 46,743 | 38,951 | 28,326 | |||||||||
Operating income | 120,749 | 93,148 | 48,885 | |||||||||
Segment assets | 1,260,681 | 1,260,681 | 547,810 | |||||||||
Depreciation expense | 11,324 | 10,840 | 6,310 | |||||||||
Capital expenditures for segment assets | 113,373 | 113,033 | 149,706 | |||||||||
Predecessor | Water Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating revenues | 82,982 | 69,524 | 37,248 | |||||||||
Operating expenses | 40,253 | 35,730 | 24,097 | |||||||||
Operating income | 42,729 | 33,794 | 13,151 | |||||||||
Segment assets | $ 138,536 | 138,536 | 141,980 | |||||||||
Depreciation expense | 15,096 | 14,330 | 10,089 | |||||||||
Capital expenditures for segment assets | $ 10,394 | $ 8,054 | $ 98,757 |
Quarterly Financial Informati45
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Nov. 12, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Nov. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interim Period, Costs Not Allocable [Line Items] | ||||||||||||
Operating revenues | $ 44,219 | |||||||||||
Operating expenses | 18,274 | |||||||||||
Operating income | 25,945 | |||||||||||
Net income | $ 25,134 | |||||||||||
Net income per limited partner unit - basic (in dollars per unit) | $ 0.23 | |||||||||||
Net income per limited partner unit - diluted (in dollars per unit) | $ 0.23 | |||||||||||
Predecessor | ||||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||||
Operating revenues | $ 33,646 | $ 81,701 | $ 72,377 | $ 62,750 | $ 59,466 | $ 41,067 | $ 46,547 | $ 54,543 | $ 250,474 | $ 201,623 | $ 114,459 | |
Operating expenses | 12,424 | 27,054 | 25,363 | 22,154 | 22,677 | 15,531 | 17,547 | 18,926 | 86,996 | 74,681 | 52,423 | |
Operating income | 21,222 | 54,647 | 47,014 | 40,596 | 36,789 | 25,536 | 29,000 | 35,617 | 163,478 | 126,942 | 62,036 | |
Net income | $ 19,710 | $ 51,454 | $ 44,060 | $ 37,615 | $ 34,529 | $ 24,989 | $ 27,936 | $ 34,426 | $ 152,839 | $ 121,610 | $ 52,495 | |
Net income per limited partner unit - basic (in dollars per unit) | $ 0.18 | $ 0.48 | $ 0.42 | $ 0.36 | $ 0.33 | $ 0.30 | $ 0.38 | $ 0.49 | $ 1.43 | $ 1.47 | $ 0.76 | |
Net income per limited partner unit - diluted (in dollars per unit) | $ 0.18 | $ 0.48 | $ 0.42 | $ 0.36 | $ 0.33 | $ 0.30 | $ 0.38 | $ 0.48 | $ 1.43 | $ 1.47 | $ 0.76 |