Delaware | 47-1557755 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2200 Rice Drive Canonsburg, Pennsylvania | 15317 | |
(Address of principal executive offices) | (Zip code) | |
(724) 271-7200 | ||
(Registrant’s telephone number, including area code) | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes ¨No | ||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þYes ¨No | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): | ||
Large accelerated filer ¨ | Accelerated filer þ | |
Non-accelerated filer ¨ | Smaller reporting company ¨ | |
(Do not check if a smaller reporting company) | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes þNo | ||
Page | |
PART I | |
PART II | |
• | the ability of Rice Energy or our other customers to meet their drilling and development plans on a timely basis or at all; |
• | our business strategy; |
• | realized natural gas, natural gas liquids (“NGLs”) and oil prices; |
• | competition and government regulations; |
• | actions taken by third-party producers, operators, processors and transporters; |
• | pending legal or environmental matters; |
• | costs of conducting our gathering and compression and water services operations; |
• | general economic conditions; |
• | credit and capital markets; |
• | operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; |
• | uncertainty regarding our future operating results; and |
• | plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical. |
• | “Rice Midstream Partners LP,” the “Partnership,” “we,” “our,” “us” or like terms refers to Rice Midstream Partners LP and its consolidated subsidiaries; |
• | “our general partner” or “Midstream Management” refers to Rice Midstream Management LLC, a wholly-owned subsidiary of Rice Energy; |
• | “Rice Energy” refers to Rice Energy Inc. and its consolidated subsidiaries; |
• | “Rice Midstream Holdings” refers to Rice Midstream Holdings LLC, the owner of our general partner and a subsidiary of Rice Energy; |
• | “GP Holdings” refers to Rice Midstream GP Holdings LP, a subsidiary of Rice Energy; |
• | “Rice Poseidon” refers to Rice Poseidon Midstream LLC, a wholly-owned subsidiary of Rice Midstream Partners LP; |
• | “PA Water” refers to Rice Water Services (PA) LLC, a wholly-owned subsidiary of Rice Midstream Partners LP; and |
• | “OH Water” refers to Rice Water Services (OH) LLC, a wholly-owned subsidiary of Rice Midstream Partners LP. |
(in thousands) | March 31, 2016 | December 31, 2015 | |||||
Assets | |||||||
Current assets: | |||||||
Cash | $ | 9,811 | $ | 7,597 | |||
Accounts receivable | 11,111 | 9,926 | |||||
Accounts receivable - affiliate | 13,212 | 6,438 | |||||
Prepaid expenses, deposits and other | 238 | 192 | |||||
Total current assets | 34,372 | 24,153 | |||||
Property and equipment, net | 605,295 | 578,026 | |||||
Deferred financing costs, net | 2,164 | 2,310 | |||||
Goodwill | 39,142 | 39,142 | |||||
Intangible assets, net | 45,752 | 46,159 | |||||
Total assets | $ | 726,725 | $ | 689,790 | |||
Liabilities and partners’ capital | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 11,302 | $ | 13,484 | |||
Accrued capital expenditures | 13,716 | 15,277 | |||||
Other accrued liabilities | 6,088 | 3,067 | |||||
Total current liabilities | 31,106 | 31,828 | |||||
Long-term liabilities: | |||||||
Long-term debt | 159,000 | 143,000 | |||||
Other long-term liabilities | 3,223 | 3,128 | |||||
Total liabilities | 193,329 | 177,956 | |||||
Partners’ capital: | |||||||
Common units (42,163,749 issued and outstanding at March 31, 2016 and December 31, 2015) | 637,772 | 624,557 | |||||
Subordinated units (28,753,623 issued and outstanding at March 31, 2016 and December 31, 2015) | (104,376 | ) | (112,723 | ) | |||
Total partners’ capital | 533,396 | 511,834 | |||||
Total liabilities and partners’ capital | $ | 726,725 | $ | 689,790 |
Three Months Ended March 31, | ||||||||
(in thousands, except unit data) | 2016 | 2015 | ||||||
Operating revenues: | ||||||||
Affiliate | $ | 44,385 | $ | 23,860 | ||||
Third-party | 10,158 | 2,651 | ||||||
Total operating revenues | 54,543 | 26,511 | ||||||
Operating expenses: | ||||||||
Operation and maintenance expense (2) | 8,611 | 2,904 | ||||||
General and administrative expense (2) (3) | 4,676 | 4,194 | ||||||
Incentive unit expense (4) | — | 434 | ||||||
Depreciation expense | 5,370 | 3,085 | ||||||
Acquisition costs | 73 | — | ||||||
Amortization of intangible assets | 408 | 408 | ||||||
Other income | (212 | ) | — | |||||
Total operating expenses | 18,926 | 11,025 | ||||||
Operating income | 35,617 | 15,486 | ||||||
Other income | — | 9 | ||||||
Interest expense (5) | (1,047 | ) | (521 | ) | ||||
Amortization of deferred finance costs | (144 | ) | (144 | ) | ||||
Income before income taxes | 34,426 | 14,830 | ||||||
Income tax expense | — | (1,906 | ) | |||||
Net income | $ | 34,426 | $ | 12,924 | ||||
Calculation of limited partner interest in net income: | ||||||||
Net income | $ | 34,426 | $ | 12,924 | ||||
Less: Pre-acquisition net income allocated to general partner | — | 3,856 | ||||||
Limited partner net income | $ | 34,426 | $ | 9,068 | ||||
Net income per limited partner unit: | ||||||||
Common units (basic) | $ | 0.49 | $ | 0.16 | ||||
Common units (diluted) | $ | 0.48 | $ | 0.16 | ||||
Subordinated units (basic and diluted) | $ | 0.49 | $ | 0.16 | ||||
Cash distributions declared per limited partner unit: (6) | ||||||||
Common units | $ | 0.2100 | $ | 0.1875 | ||||
Subordinated units | $ | 0.2100 | $ | 0.1875 |
(1) | Financial statements have been retrospectively recast for the period prior to November 1, 2015, the effective date of acquisition of the Water Assets, to include the historical results of the Water Assets. See Note 1. |
(2) | Equity-based compensation expense related to phantom unit awards of $0.1 million and $0.9 million is included in operation and maintenance and general and administrative expense, respectively, for the three months ended March 31, 2016 and $1.0 million is included in general and administrative expense for the three months ended March 31, 2015. See Note 5 for additional information. |
(3) | General and administrative expense include charges from Rice Energy of $4.3 million and $2.5 million for the three months ended March 31, 2016 and 2015, respectively. |
(4) | Incentive unit expense for the three months ended March 31, 2015 was allocated from Rice Energy. |
(5) | Interest expense includes charges from Rice Energy of $0.1 million for the three months ended March 31, 2015. |
(6) | Net income per limited partner unit does not include results attributable to the Water Assets prior to their acquisition as these results are not attributable to limited partners of the Partnership. |
Three Months Ended March 31, | |||||||
(in thousands) | 2016 | 2015 | |||||
Cash flows from operating activities: | |||||||
Net income | $ | 34,426 | $ | 12,924 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation expense | 5,370 | 3,085 | |||||
Amortization of intangibles | 408 | 408 | |||||
Amortization of deferred financing costs | 144 | 144 | |||||
Incentive unit expense | — | 434 | |||||
Equity compensation expense | 919 | 1,065 | |||||
Deferred income tax benefit | — | 1,906 | |||||
Changes in operating assets and liabilities: | |||||||
Increase in accounts receivable and receivable from affiliate | (7,775 | ) | (21,101 | ) | |||
Increase in prepaid expenses and other assets | (47 | ) | (55 | ) | |||
(Decrease) increase in accounts payable and payable to affiliate | (102 | ) | 26,316 | ||||
Increase in accrued liabilities and other | 3,092 | 713 | |||||
Net cash provided by operating activities | 36,435 | 25,839 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (36,243 | ) | (50,716 | ) | |||
Net cash used in investing activities | (36,243 | ) | (50,716 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from borrowings | 28,000 | — | |||||
Repayments of borrowings | (12,000 | ) | — | ||||
Costs related to IPO | — | (146 | ) | ||||
Additions to deferred financing costs | (82 | ) | (4 | ) | |||
Contributions from parent | 39 | 7,132 | |||||
Distribution to related parties | (5,651 | ) | (587 | ) | |||
Distributions to public unitholders | (8,284 | ) | (587 | ) | |||
Net cash provided by financing activities | 2,022 | 5,808 | |||||
Net increase (decrease) in cash | 2,214 | (19,069 | ) | ||||
Cash at the beginning of the year | 7,597 | 26,834 | |||||
Cash at the end of the period | $ | 9,811 | $ | 7,765 |
(1) | Financial statements have been retrospectively recast for the period prior to November 1, 2015, the effective date of acquisition of the Water Assets, to include the historical results of the Water Assets. See Note 1. |
Limited Partners | |||||||||||||||
(in thousands) | Parent Net Equity | Common | Subordinated | Total | |||||||||||
Balance, January 1, 2015 | $ | 36,594 | $ | 442,451 | $ | (49,101 | ) | $ | 429,944 | ||||||
Contributions from parent | 7,132 | — | — | 7,132 | |||||||||||
Incentive unit expense | 434 | — | — | 434 | |||||||||||
Equity compensation expense | 69 | 969 | — | 1,038 | |||||||||||
Offering costs related to the IPO | — | (146 | ) | — | (146 | ) | |||||||||
Distributions to unitholders | — | (587 | ) | (587 | ) | (1,174 | ) | ||||||||
Pre-acquisition net income attributable to the general partner | 3,856 | — | — | 3,856 | |||||||||||
Net income | — | 4,534 | 4,534 | 9,068 | |||||||||||
Balance, March 31, 2015 | $ | 48,085 | $ | 447,221 | $ | (45,154 | ) | $ | 450,152 | ||||||
Balance, January 1, 2016 | $ | — | $ | 624,557 | $ | (112,723 | ) | $ | 511,834 | ||||||
Contributions from parent | — | — | 39 | 39 | |||||||||||
Equity compensation expense | — | 1,032 | — | 1,032 | |||||||||||
Distributions to unitholders | — | (8,285 | ) | (5,650 | ) | (13,935 | ) | ||||||||
Net income | — | 20,468 | 13,958 | 34,426 | |||||||||||
Balance, March 31, 2016 | $ | — | $ | 637,772 | $ | (104,376 | ) | $ | 533,396 |
(1) | Financial statements have been retrospectively recast for the period prior to November 1, 2015, the effective date of acquisition of the Water Assets, to include the historical results of the Water Assets. See Note 1. |
1. | Basis of Presentation |
2. | Long-Term Debt |
3. | Commitments and Contingencies |
4. | Partners’ Capital |
Limited Partners | ||||||||
Common | Subordinated | Total | ||||||
Balance, January 1, 2015 | 28,753,623 | 28,753,623 | 57,507,246 | |||||
Equity offering in November 2015 | 13,409,961 | — | 13,409,961 | |||||
Total vested phantom units | 165 | — | 165 | |||||
Balance, March 31, 2016 | 42,163,749 | 28,753,623 | 70,917,372 |
5. | Phantom Unit Awards |
Three Months Ended March 31, | |||||||
(in thousands) | 2016 | 2015 | |||||
General and administrative expense | $ | 919 | $ | 996 | |||
Midstream operation and maintenance expense | 66 | — | |||||
Property, plant and equipment, net | 77 | — | |||||
Total cost of equity-based compensation plans | $ | 1,062 | $ | 996 |
6. | Net Income per Limited Partner Unit and Cash Distributions |
(in thousands, except unit data) | Three Months Ended March 31, 2016 | Three Months Ended March 31, 2015 | |||||
Net income | $ | 34,426 | $ | 12,924 | |||
Less: Pre-acquisition net income allocated to general partner (1) | — | 3,856 | |||||
Limited partner net income | $ | 34,426 | $ | 9,068 | |||
Net income allocable to common units | $ | 20,468 | $ | 4,534 | |||
Net income allocable to subordinated units | 13,958 | 4,534 | |||||
Limited partner net income | $ | 34,426 | $ | 9,068 | |||
Weighted-average limited partner units outstanding - basic: | |||||||
Common units | 42,163,749 | 28,753,623 | |||||
Subordinated units | 28,753,623 | 28,753,623 | |||||
Total | 70,917,372 | 57,507,246 | |||||
Weighted-average limited partner units outstanding - diluted: | |||||||
Common units (2) | 42,387,313 | 28,753,623 | |||||
Subordinated units | 28,753,623 | 28,753,623 | |||||
Total | 71,140,936 | 57,507,246 | |||||
Net income per limited partner unit - basic: | |||||||
Common units | $ | 0.49 | $ | 0.16 | |||
Subordinated units | 0.49 | 0.16 | |||||
Total | $ | 0.49 | $ | 0.16 | |||
Net income per limited partner unit - diluted: | |||||||
Common units | $ | 0.48 | $ | 0.16 | |||
Subordinated units (3) | 0.49 | 0.16 | |||||
Total | $ | 0.48 | $ | 0.16 | |||
Cash distributions declared per limited partner unit: (4) | |||||||
Common units | $ | 0.2100 | $ | 0.1875 | |||
Subordinated units | 0.2100 | 0.1875 | |||||
Total | $ | 0.2100 | $ | 0.1875 |
(1) | Pre-acquisition net income allocated to the general partner relates to operations of the Water Assets for the period prior to their acquisition. |
(2) | Diluted weighted-average limited partner common units includes the effect of 223,564 units for the three months ended March 31, 2016, related to phantom units. |
(3) | Diluted income per limited partner unit is presented as if all earnings for the period had been distributed, and while it appears that more income is allocated to the subordinated unit holders than the common unitholders based on the dilution of the common units from the LTIP for the three months ended March 31, 2016, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders. |
(4) | See below for further discussion of cash distributions declared for the period presented. |
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% |
7. | Financial Information by Business Segment |
Three Months Ended March 31, 2016 | |||||||||||
(in thousands) | Gathering and Compression | Water Services | Consolidated Total | ||||||||
Total operating revenues | $ | 26,800 | $ | 27,743 | $ | 54,543 | |||||
Total operating expenses | 7,691 | 11,235 | 18,926 | ||||||||
Operating income | $ | 19,109 | $ | 16,508 | $ | 35,617 | |||||
Segment assets | $ | 576,457 | $ | 150,268 | $ | 726,725 | |||||
Goodwill | $ | 39,142 | $ | — | $ | 39,142 | |||||
Depreciation expense | $ | 1,935 | $ | 3,435 | $ | 5,370 | |||||
Capital expenditures for segment assets | $ | 34,861 | $ | 1,382 | $ | 36,243 |
Three Months Ended March 31, 2015 | |||||||||||
(in thousands) | Gathering and Compression | Water Services | Consolidated Total | ||||||||
Total operating revenues | $ | 16,166 | $ | 10,345 | $ | 26,511 | |||||
Total operating expenses | 6,565 | 4,460 | 11,025 | ||||||||
Operating income | $ | 9,601 | $ | 5,885 | $ | 15,486 | |||||
Depreciation expense | $ | 1,449 | $ | 1,636 | $ | 3,085 | |||||
Capital expenditures for segment assets | $ | 16,769 | $ | 33,947 | $ | 50,716 |
As of December 31, 2015 | |||||||||||
(in thousands) | Gathering and Compression | Water Services | Consolidated Total | ||||||||
Segment assets | $ | 547,810 | $ | 141,980 | $ | 689,790 | |||||
Goodwill | $ | 39,142 | $ | — | $ | 39,142 |
8. | Income Taxes |
9. | Related Party Transactions |
10. | New Accounting Pronouncements |
11. | Subsequent Events |
Remaining Term (Years) | Gathering Fee | Compression Fee (1) | Escalation /Adjustment Mechanism (2) | Dedicated Acres | ||||||
Rice Energy | 14 | $0.30 / Dth | $0.07 / stage / Dth | Yes | Washington and Greene Counties (3) | |||||
Third Parties (4) | 10 | $0.43 / Dth | varies | Yes | 66,000 acres in Washington County |
(1) | Compression fees under our gas gathering and compression agreements with Rice Energy and third parties are typically derived on a per stage basis. However, under certain of our third-party agreements, the per stage fees charged for |
(2) | The gathering and compression fees we receive under our gathering and compression agreements will be annually escalated based upon changes in the Consumer Price Index (“CPI”). |
(3) | The dedicated area from Rice Energy excludes the first 40 MDth/d of Rice Energy’s Marcellus Shale dry gas production from an area roughly encompassing three townships in southwestern Greene County under an existing dedication to a third party in which Rice Energy owned approximately 19,000 gross acres as of March 31, 2016. |
(4) | Amounts shown for third parties represent weighted averages based on historical throughput in the case of remaining term, gathering fee and compression fee (based on the period ended March 31, 2016), and in the case of dedications, aggregate acres. |
Three Months Ended March 31, | |||||||||||
(in thousands) | 2016 | 2015 | Change | ||||||||
Statement of operations data | |||||||||||
Operating revenues: | |||||||||||
Affiliate | $ | 44,385 | $ | 23,860 | $ | 20,525 | |||||
Third-party | 10,158 | 2,651 | 7,507 | ||||||||
Total operating revenues | 54,543 | 26,511 | 28,032 | ||||||||
Operating expenses: | |||||||||||
Operation and maintenance expense | 8,611 | 2,904 | 5,707 | ||||||||
General and administrative expense | 4,676 | 4,194 | 482 | ||||||||
Incentive unit expense | — | 434 | (434 | ) | |||||||
Depreciation expense | 5,370 | 3,085 | 2,285 | ||||||||
Acquisition costs | 73 | — | 73 | ||||||||
Amortization of intangible assets | 408 | 408 | — | ||||||||
Other income | (212 | ) | — | (212 | ) | ||||||
Total operating expenses | 18,926 | 11,025 | 7,901 | ||||||||
Operating income | 35,617 | 15,486 | 20,131 | ||||||||
Other income | — | 9 | (9 | ) | |||||||
Interest expense | (1,047 | ) | (521 | ) | (526 | ) | |||||
Amortization of deferred finance costs | (144 | ) | (144 | ) | — | ||||||
Income before income taxes | 34,426 | 14,830 | 19,596 | ||||||||
Income tax expense | — | (1,906 | ) | 1,906 | |||||||
Net income | $ | 34,426 | $ | 12,924 | $ | 21,502 |
Three Months Ended March 31, | |||||||||||
2016 | 2015 | Change | |||||||||
Operating data: | |||||||||||
Gathering volumes: (in MDth/d) | |||||||||||
Affiliate | 618 | 494 | 124 | ||||||||
Third-party | 217 | 63 | 154 | ||||||||
Total gathering volumes | 835 | 557 | 278 | ||||||||
Compression volumes: (in MDth/d) | |||||||||||
Affiliate | 9 | 38 | (29 | ) | |||||||
Third-party | 143 | 26 | 117 | ||||||||
Total compression volumes | 152 | 64 | 88 | ||||||||
Statement of income data: (in thousands) | |||||||||||
Gathering revenues: | |||||||||||
Affiliate | $ | 17,250 | $ | 13,275 | $ | 3,975 | |||||
Third-party | 8,436 | 2,534 | 5,902 | ||||||||
Total gathering revenues | 25,686 | 15,809 | 9,877 | ||||||||
Compression revenues: | |||||||||||
Affiliate | 56 | 240 | (184 | ) | |||||||
Third-party | 1,058 | 117 | 941 | ||||||||
Total compression revenues | 1,114 | 357 | 757 | ||||||||
Total operating revenues | 26,800 | 16,166 | 10,634 | ||||||||
Operating expenses: | |||||||||||
Operation and maintenance expense | 1,816 | 1,381 | 435 | ||||||||
General and administrative expense | 3,671 | 3,327 | 344 | ||||||||
Depreciation expense | 1,935 | 1,449 | 486 | ||||||||
Acquisition costs | 73 | — | 73 | ||||||||
Amortization of intangible assets | 408 | 408 | — | ||||||||
Other income | (212 | ) | — | (212 | ) | ||||||
Total operating expenses | 7,691 | 6,565 | 1,126 | ||||||||
Operating income | $ | 19,109 | $ | 9,601 | $ | 9,508 |
Three Months Ended March 31, | |||||||||||
2016 | 2015 | Change | |||||||||
Operating data: | |||||||||||
Water services volumes: (in MMgal) | |||||||||||
Affiliate | 445 | 185 | 260 | ||||||||
Third-party | 18 | — | 18 | ||||||||
Total water services volumes | 463 | 185 | 278 | ||||||||
Operating revenues: | |||||||||||
Affiliate | $ | 27,079 | $ | 10,345 | $ | 16,734 | |||||
Third-party | 664 | — | 664 | ||||||||
Total operating revenues | 27,743 | 10,345 | 17,398 | ||||||||
Operating expenses: | |||||||||||
Operation and maintenance expense | 6,795 | 1,523 | 5,272 | ||||||||
General and administrative expense | 1,005 | 867 | 138 | ||||||||
Incentive unit expense | — | 434 | (434 | ) | |||||||
Depreciation expense | 3,435 | 1,636 | 1,799 | ||||||||
Total operating expenses | 11,235 | 4,460 | 6,775 | ||||||||
Operating income | $ | 16,508 | $ | 5,885 | $ | 10,623 |
• | Expansion capital expenditures: Expansion capital expenditures are cash expenditures to construct new midstream infrastructure and those expenditures incurred in order to extend the useful lives of our assets, reduce costs, increase revenues or increase system capacity from current levels, including well connections that increase existing volumes. Examples of expansion capital expenditures include the construction, development or acquisition of additional gas gathering and water pipelines, compressor stations, pumping stations and impoundment facilities, in |
• | Maintenance capital expenditures: Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our capacity or revenue. Examples of maintenance capital expenditures are expenditures to repair, refurbish and replace pipelines, to connect new wells and water sources, to maintain gathering, compression and impoundment facilities, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations. |
Exhibit Number | Exhibit | |
3.1 | Certificate of Formation of Rice Midstream Partners LP (incorporated by reference to Exhibit 3.1 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014). | |
3.2 | Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated December 22, 2014, by and between Rice Midstream Management LLC, as the General Partner, and Rice Midstream Holdings LLC, as the Organizational Limited Partner LLC (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014). | |
3.3 | Certificate of Formation of Rice Midstream Management LLC (incorporated by reference to Exhibit 3.3 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014). | |
3.4 | Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014, by Rice Midstream Holdings LLC, as the Sole Member (incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014). | |
10.1 | First Amendment to Credit Agreement, dated as of January 13, 2016, among Rice Midstream Partners LP, as parent guarantor, Rice Midstream OpCo LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 801-36789) filed with the Commission on January 15, 2016). | |
31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer. | |
31.2* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer. | |
32.1** | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer. | |
32.2** | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer. | |
101.INS* | XBRL Instance Document. | |
101.SCH* | XBRL Schema Document. | |
101.CAL* | XBRL Calculation Linkbase Document. | |
101.DEF* | XBRL Definition Linkbase Document. | |
101.LAB* | XBRL Labels Linkbase Document. | |
101.PRE* | XBRL Presentation Linkbase Document. | |
* | Filed herewith. | |
** | Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1933, as amended (“Exchange Act”), or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
RICE MIDSTREAM PARTNERS LP | |||
Date: | May 5, 2016 | By: | Rice Midstream Management LLC, its general partner |
By: | /s/ Daniel J. Rice IV | ||
Daniel J. Rice IV | |||
Director, Chief Executive Officer | |||
Date: | May 5, 2016 | By: | Rice Midstream Management LLC, its general partner |
By: | /s/ Grayson T. Lisenby | ||
Grayson T. Lisenby | |||
Senior Vice President and Chief Financial Officer |
Exhibit Number | Exhibit | |
3.1 | Certificate of Formation of Rice Midstream Partners LP (incorporated by reference to Exhibit 3.1 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014). | |
3.2 | Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated December 22, 2014, by and between Rice Midstream Management LLC, as the General Partner, and Rice Midstream Holdings LLC, as the Organizational Limited Partner LLC (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014). | |
3.3 | Certificate of Formation of Rice Midstream Management LLC (incorporated by reference to Exhibit 3.3 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014). | |
3.4 | Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014, by Rice Midstream Holdings LLC, as the Sole Member (incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014). | |
10.1 | First Amendment to Credit Agreement, dated as of January 13, 2016, among Rice Midstream Partners LP, as parent guarantor, Rice Midstream OpCo LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 801-36789) filed with the Commission on January 15, 2016). | |
31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer. | |
31.2* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer. | |
32.1** | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer. | |
32.2** | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer. | |
101.INS* | XBRL Instance Document. | |
101.SCH* | XBRL Schema Document. | |
101.CAL* | XBRL Calculation Linkbase Document. | |
101.DEF* | XBRL Definition Linkbase Document. | |
101.LAB* | XBRL Labels Linkbase Document. | |
101.PRE* | XBRL Presentation Linkbase Document. | |
* | Filed herewith. | |
** | Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1933, as amended (“Exchange Act”), or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
1. | I have reviewed this quarterly report on Form 10-Q of Rice Midstream Partners LP (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
1. | I have reviewed this quarterly report on Form 10-Q of Rice Midstream Partners LP (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. |
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
May. 03, 2016 |
|
Document and Entity Information [Line Items] | ||
Entity Registrant Name | Rice Midstream Partners LP | |
Trading Symbol | RMP | |
Entity Central Index Key | 0001620928 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Units Outstanding | ||
Document and Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 42,163,749 | |
Entity Subordinated Units Outstanding | ||
Document and Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,753,623 |
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
|||||
---|---|---|---|---|---|---|---|
Current assets: | |||||||
Cash | [1] | $ 9,811 | $ 7,597 | ||||
Accounts receivable | 11,111 | 9,926 | |||||
Accounts receivable - affiliate | 13,212 | 6,438 | |||||
Prepaid expenses, deposits and other | 238 | 192 | |||||
Total current assets | 34,372 | 24,153 | |||||
Property and equipment, net | 605,295 | 578,026 | |||||
Deferred financing costs, net | 2,164 | 2,310 | |||||
Goodwill | 39,142 | 39,142 | |||||
Intangible assets, net | 45,752 | 46,159 | |||||
Total assets | 726,725 | 689,790 | |||||
Current liabilities: | |||||||
Accounts payable | 11,302 | 13,484 | |||||
Accrued capital expenditures | 13,716 | 15,277 | |||||
Other accrued liabilities | 6,088 | 3,067 | |||||
Total current liabilities | 31,106 | 31,828 | |||||
Long-term liabilities: | |||||||
Long-term debt | 159,000 | 143,000 | |||||
Other long-term liabilities | 3,223 | 3,128 | |||||
Total liabilities | 193,329 | 177,956 | |||||
Partners’ capital: | |||||||
Total partners’ capital | [2] | 533,396 | 511,834 | ||||
Total liabilities and partners’ capital | 726,725 | 689,790 | |||||
Common | |||||||
Partners’ capital: | |||||||
Common and subordinated units | 637,772 | 624,557 | |||||
Subordinated | |||||||
Partners’ capital: | |||||||
Common and subordinated units | $ (104,376) | $ (112,723) | |||||
|
Condensed Consolidated Balance Sheets (Parenthetical) - shares |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Common | ||
Common and Subordinated units issued | 42,163,749 | 42,163,749 |
Common and Subordinated units outstanding | 42,163,749 | 42,163,749 |
Subordinated | ||
Common and Subordinated units issued | 28,753,623 | 28,753,623 |
Common and Subordinated units outstanding | 28,753,623 | 28,753,623 |
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands |
3 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|||||||||||||||||||||||||
Operating revenues: | ||||||||||||||||||||||||||
Affiliate | [1] | $ 44,385 | $ 23,860 | |||||||||||||||||||||||
Third-party | [1] | 10,158 | 2,651 | |||||||||||||||||||||||
Total operating revenues | [1] | 54,543 | 26,511 | |||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||
Operation and maintenance expense (2) | [1],[2] | 8,611 | 2,904 | |||||||||||||||||||||||
General and administrative expense | [1],[2],[3] | 4,676 | 4,194 | |||||||||||||||||||||||
Incentive unit expense | [1],[4],[5] | 0 | 434 | |||||||||||||||||||||||
Depreciation expense | [1] | 5,370 | 3,085 | |||||||||||||||||||||||
Acquisition costs | [1] | 73 | 0 | |||||||||||||||||||||||
Amortization of intangible assets | [1],[4] | 408 | 408 | |||||||||||||||||||||||
Other income | [1] | (212) | 0 | |||||||||||||||||||||||
Total operating expenses | [1] | 18,926 | 11,025 | |||||||||||||||||||||||
Operating income | [1] | 35,617 | 15,486 | |||||||||||||||||||||||
Other income | [1] | 0 | 9 | |||||||||||||||||||||||
Interest expense | [1],[6] | (1,047) | (521) | |||||||||||||||||||||||
Amortization of deferred finance costs | [1],[4] | (144) | (144) | |||||||||||||||||||||||
Income before income taxes | [1] | 34,426 | 14,830 | |||||||||||||||||||||||
Income tax expense | [1] | 0 | (1,906) | |||||||||||||||||||||||
Net income | [1],[4] | 34,426 | 12,924 | |||||||||||||||||||||||
Calculation of limited partner interest in net income: | ||||||||||||||||||||||||||
Less: Pre-acquisition net income allocated to general partner | [7] | 0 | 3,856 | [1],[8] | ||||||||||||||||||||||
Limited partner net income | [1],[8] | $ 34,426 | $ 9,068 | |||||||||||||||||||||||
Net income per limited partner unit: | ||||||||||||||||||||||||||
Net income per limited partner unit - basic: | $ 0.49 | $ 0.16 | ||||||||||||||||||||||||
Net income per limited partner unit - diluted: | 0.48 | 0.16 | ||||||||||||||||||||||||
Cash distributions declared per limited partner unit: | ||||||||||||||||||||||||||
Cash distributions declared per limited partner unit | [9] | $ 0.21 | $ 0.1875 | |||||||||||||||||||||||
Equity compensation expense | $ 1,062 | $ 996 | ||||||||||||||||||||||||
Rice Energy | ||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||
Interest expense | (100) | |||||||||||||||||||||||||
Cash distributions declared per limited partner unit: | ||||||||||||||||||||||||||
General and administrative expenses from Rice Energy | 4,300 | 2,500 | ||||||||||||||||||||||||
Common | ||||||||||||||||||||||||||
Calculation of limited partner interest in net income: | ||||||||||||||||||||||||||
Limited partner net income | $ 20,468 | $ 4,534 | ||||||||||||||||||||||||
Net income per limited partner unit: | ||||||||||||||||||||||||||
Net income per limited partner unit - basic: | [1] | $ 0.49 | $ 0.16 | |||||||||||||||||||||||
Net income per limited partner unit - diluted: | [1] | 0.48 | 0.16 | |||||||||||||||||||||||
Cash distributions declared per limited partner unit: | ||||||||||||||||||||||||||
Cash distributions declared per limited partner unit | [1],[9],[10] | $ 0.2100 | $ 0.1875 | |||||||||||||||||||||||
Subordinated | ||||||||||||||||||||||||||
Calculation of limited partner interest in net income: | ||||||||||||||||||||||||||
Limited partner net income | $ 13,958 | $ 4,534 | ||||||||||||||||||||||||
Net income per limited partner unit: | ||||||||||||||||||||||||||
Net income per limited partner unit - basic: | $ 0.49 | $ 0.16 | ||||||||||||||||||||||||
Net income per limited partner unit - diluted: | [1],[11] | 0.49 | 0.16 | |||||||||||||||||||||||
Subordinated units (basic and diluted) | [1] | 0.49 | 0.16 | |||||||||||||||||||||||
Cash distributions declared per limited partner unit: | ||||||||||||||||||||||||||
Cash distributions declared per limited partner unit | [1],[9],[10] | $ 0.2100 | $ 0.1875 | |||||||||||||||||||||||
|
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
||||||||
Cash flows from operating activities: | |||||||||
Net income | [1],[2] | $ 34,426 | $ 12,924 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
Depreciation expense | [1] | 5,370 | 3,085 | ||||||
Amortization of intangibles | [1],[2] | 408 | 408 | ||||||
Amortization of deferred financing costs | [1],[2] | 144 | 144 | ||||||
Incentive unit expense | [1],[2],[3] | 0 | 434 | ||||||
Equity compensation expense | [1] | 919 | 1,065 | ||||||
Deferred income tax benefit | [1] | 0 | 1,906 | ||||||
Changes in operating assets and liabilities: | |||||||||
Increase in accounts receivable and receivable from affiliate | [1] | (7,775) | (21,101) | ||||||
Increase in prepaid expenses and other assets | [1] | (47) | (55) | ||||||
(Decrease) increase in accounts payable and payable to affiliate | [1] | (102) | 26,316 | ||||||
Increase in accrued liabilities and other | [1] | 3,092 | 713 | ||||||
Net cash provided by operating activities | [1] | 36,435 | 25,839 | ||||||
Cash flows from investing activities: | |||||||||
Capital expenditures | [1] | (36,243) | (50,716) | ||||||
Net cash used in investing activities | [1] | (36,243) | (50,716) | ||||||
Cash flows from financing activities: | |||||||||
Proceeds from borrowings | [1] | 28,000 | 0 | ||||||
Repayments of borrowings | [1] | (12,000) | 0 | ||||||
Costs related to IPO | [1] | 0 | (146) | ||||||
Additions to deferred financing costs | [1] | (82) | (4) | ||||||
Contributions from parent | [1] | 39 | 7,132 | ||||||
Distribution to related parties | [1] | (5,651) | (587) | ||||||
Distributions to public unitholders | [1] | (8,284) | (587) | ||||||
Net cash provided by financing activities | [1] | 2,022 | 5,808 | ||||||
Net increase (decrease) in cash | [1] | 2,214 | (19,069) | ||||||
Cash at the beginning of the year | [1] | 7,597 | 26,834 | ||||||
Cash at the end of the period | [1] | $ 9,811 | $ 7,765 | ||||||
|
Condensed Consolidated Statements of Partners' Capital - USD ($) $ in Thousands |
Total |
Common |
Subordinated |
Limited Partners
Common
|
Limited Partners
Subordinated
|
Parent Net Equity |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at Dec. 31, 2014 | [1] | $ 429,944 | $ 442,451 | $ (49,101) | $ 36,594 | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Contributions from parent | [1] | 7,132 | 7,132 | |||||||||||||
Incentive unit expense | [1] | 434 | 434 | |||||||||||||
Equity compensation expense | [1] | 1,038 | 969 | 69 | ||||||||||||
Offering costs related to the IPO | [1] | (146) | (146) | 0 | ||||||||||||
Distributions to unitholders | [1] | (1,174) | (587) | (587) | ||||||||||||
Pre-acquisition net income attributable to the general partner | [1] | 3,856 | [2],[3] | 3,856 | ||||||||||||
Net income | 9,068 | [1],[2] | $ 4,534 | $ 4,534 | 4,534 | [1] | 4,534 | [1] | ||||||||
Balance at Mar. 31, 2015 | [1] | 450,152 | 447,221 | (45,154) | 48,085 | |||||||||||
Balance at Dec. 31, 2015 | [1] | 511,834 | 624,557 | (112,723) | 0 | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Contributions from parent | [1] | 39 | 39 | |||||||||||||
Equity compensation expense | [1] | 1,032 | 1,032 | 0 | ||||||||||||
Distributions to unitholders | [1] | (13,935) | (8,285) | (5,650) | ||||||||||||
Pre-acquisition net income attributable to the general partner | [3] | 0 | ||||||||||||||
Net income | 34,426 | [1],[2] | $ 20,468 | $ 13,958 | 20,468 | [1] | 13,958 | [1] | ||||||||
Balance at Mar. 31, 2016 | [1] | $ 533,396 | $ 637,772 | $ (104,376) | $ 0 | |||||||||||
|
Basis of Presentation |
3 Months Ended |
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Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Rice Midstream Partners LP (the “Partnership”) is a Delaware limited partnership formed by Rice Energy Inc. (“Rice Energy”) in August 2014. References in these unaudited condensed consolidated financial statements to Rice Energy refer collectively to “Rice Energy” and its consolidated subsidiaries, other than the Partnership and its consolidated subsidiaries. The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of March 31, 2016 and December 31, 2015 and its condensed consolidated statements of operations and of cash flows for the three months ended March 31, 2016 and 2015. On November 4, 2015, the Partnership entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Partnership and Rice Energy. Pursuant to the terms of the Purchase Agreement, the Partnership acquired all of the outstanding limited liability company interests of Rice Water Services (PA) LLC and Rice Water Services (OH) LLC, two wholly-owned indirect subsidiaries of Rice Energy that owned and operated Rice Energy’s water services business. The acquired business includes Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities that provide access to fresh water from the Monongahela River, the Ohio River and other regional water sources in Pennsylvania and Ohio (the “Water Assets”). Rice Energy has also granted the Partnership, until December 31, 2025, (i) the exclusive right to develop water treatment facilities in the areas of dedication defined in the Water Services Agreements (defined in Note 9) and (ii) an option to purchase any water treatment facilities acquired by Rice Energy in such areas at Rice Energy’s acquisition cost. The acquisition of the Water Assets was accounted for as a combination of entities under common control, and as such, the Partnership’s unaudited condensed 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. Transactions between the Partnership and Rice Energy have been identified in the unaudited condensed consolidated financial statements as transactions between related parties. On February 17, 2016, Rice Energy, Rice Midstream Holdings LLC, a Delaware limited liability company (“Rice Midstream Holdings”) and subsidiary of Rice Energy, and Rice Midstream GP Holdings LP, a newly-formed Delaware limited partnership (“GP Holdings”) and subsidiary of Rice Midstream Holdings, entered into a securities purchase agreement with EIG Energy Fund XVI, L.P., EIG Energy Fund XVI-E, L.P., and EIG Holdings (RICE) Partners, LP (collectively, the “Purchasers”) pursuant to which, among other things, GP Holdings agreed to sell common units representing an 8.25% limited partner interest in GP Holdings to the Purchasers (the “Midstream Holdings Investment”). The transaction closed on February 22, 2016 and had no direct impact on the Partnership’s condensed consolidated financial statements. Prior to the closing of the transaction, Rice Midstream Holdings assigned all of its equity interests in the Partnership, consisting of 3,623 common units, 28,753,623 subordinated units and all of its incentive distribution rights in the Partnership, to GP Holdings. |
Long-Term Debt |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On December 22, 2014, Rice Midstream OpCo LLC (“Rice Midstream OpCo”) entered 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 with a maximum credit amount of $450.0 million with an additional $200.0 million of commitments available under an accordion feature subject to lender approval. The credit facility provides for a letter of credit sublimit of $50.0 million. As of March 31, 2016, Rice Midstream OpCo had $159.0 million of borrowings outstanding and no letters of credit under this facility. The average daily outstanding balance of the credit facility was approximately $83.6 million and interest was incurred on the facility at a weighted average interest rate of 2.2% during the three months ended March 31, 2016. The revolving credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes. The Partnership is the guarantor of the obligations under the revolving credit facility, which matures on December 22, 2019. On January 13, 2016, the Partnership entered into an amendment to the revolving credit facility (the “First Amendment”) that modified the definition of “Acquisition Period” (as defined in the revolving credit facility) to allow Rice Midstream OpCo to elect, in its sole discretion, to commence an Acquisition Period when a material acquisition has been consummated. Prior to giving effect to the First Amendment, an Acquisition Period would commence automatically upon consummation of a material acquisition. Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. The Partnership has a choice of borrowing in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 175 to 275 basis points, depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 75 to 175 basis points, depending on the leverage ratio then in effect. The carrying amount of the revolving credit facility is comprised of borrowings for which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximates fair value as of March 31, 2016 and represents a Level 2 measurement. The Partnership also pays a commitment fee based on the undrawn commitment amount ranging from 35 to 50 basis points. The Partnership’s revolving credit facility also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the revolving credit facility to be immediately due and payable. The Partnership was in compliance with its covenants and ratios effective as of March 31, 2016. Interest paid in cash was approximately $0.9 million for the three months ended March 31, 2016. |
Commitments and Contingencies |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Partnership is involved in various litigation matters arising in the normal course of business. Management is not aware of any actions that are expected to have a material adverse effect on its financial position or results of operations. Lease Obligations The Partnership has lease obligations for compression equipment under existing contracts with third parties. Rent expense included in operation and maintenance expense for the three months ended March 31, 2016 and 2015 was $0.4 million and $0.4 million, respectively. Future payments for this equipment as of March 31, 2016 totaled $6.0 million (remainder of 2016: $1.6 million; 2017: $0.9 million; 2018: $0.9 million; 2019: $0.9 million; 2020: $0.3 million and thereafter: $1.4 million). Environmental Obligations The Partnership is subject to federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. The Partnership believes there are currently no such regulatory or environmental matters that will have a material adverse effect on its results of operations, cash flows or financial position. |
Partners' Capital |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partners' Capital | Partners’ Capital The following table presents the Partnership’s common and subordinated units issued from January 1, 2015 through March 31, 2016:
As of March 31, 2016, GP Holdings owned approximately a 41% equity interest in the Partnership consisting of 3,623 common units, 28,753,623 subordinated units and all of the incentive distribution rights. Rice Energy owned 91.75% of GP Holdings as of March 31, 2016. |
Phantom Unit Awards |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Phantom Unit Awards | Phantom Unit Awards The Partnership’s general partner can grant phantom unit awards under the Rice Midstream Partners LP 2014 Long Term Incentive Plan (the “LTIP”) to certain non-employee directors of the Partnership and executive officers and employees of Rice Energy that provide services to the Partnership under an omnibus agreement (the “Omnibus Agreement”). Pursuant to the LTIP, the maximum aggregate number of common units that may be issued pursuant to any and all awards under the LTIP shall not exceed 5,000,000 common units, subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of awards, as provided under the LTIP. The equity-based awards are valued at the date of issuance and the related compensation 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 from one to two years. The Partnership recorded $1.1 million and $1.0 million of equity compensation cost related to these awards in the three months ended March 31, 2016 and 2015, respectively. Total unrecognized compensation cost expected to be recognized over the remaining vesting periods as of March 31, 2016 is $2.0 million for these awards. See Note 9 for a discussion of Rice Energy’s allocation of its equity compensation expense related to the Water Assets. Further information on stock-based compensation recorded in the condensed consolidated financial statements is detailed below.
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Net Income per Limited Partner Unit and Cash Distributions |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income per Limited Partner Unit and Cash Distributions | Net Income per Limited Partner Unit and Cash Distributions The Partnership’s net income is allocated to the limited partners, including subordinated unitholders, in accordance with their respective ownership percentages and, when applicable, giving effect to the incentive distribution rights held by GP Holdings. The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution rights is limited to cash available for distribution for the period. The Partnership’s net income allocable to the limited partners is allocated between common and subordinated unitholders by applying the provisions of the Partnership’s partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. Net income attributable to the Water Assets for the periods prior to their acquisition was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these results are not attributable to limited partners of the Partnership. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the LTIP, were exercised, settled or converted into common units. When it is determined that potential common units should be included in diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. The following table presents Partnership’s calculation of net income per limited partner unit for common and subordinated limited partner units. Net income attributable to the Water Assets for periods prior to their acquisition are not allocated to the limited partners for purposes of calculating net income per limited partner unit.
Subordinated Units GP Holdings owns all of the Partnership’s subordinated units. The principal difference between the Partnership’s common units and subordinated units is that, for any quarter during the “subordination period,” holders of the subordinated units will not be entitled to receive any distribution from operating surplus until the common units have received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. When the subordination period ends, each outstanding subordinated unit will convert into one common unit, which will then participate pro rata with the other common units in distributions. Incentive Distribution Rights All of the incentive distribution rights are held by GP Holdings. Incentive distribution rights represent the right to receive increasing percentages (15%, 25% and 50%) of quarterly distributions from operating surplus after the minimum quarterly distribution and the target distribution levels (described below) have been achieved. For any quarter in which the Partnership has distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders in the following manner:
On February 11, 2016, a cash distribution of $0.1965 per common and subordinated unit was paid to the Partnership’s unitholders related to the fourth quarter of 2015. On April 22, 2016, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the first quarter of 2016 of $0.21 per common and subordinated unit. The cash distribution will be paid on May 12, 2016 to unitholders of record at the close of business on May 3, 2016. |
Financial Information by Business Segment |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Information by Business Segment | Financial Information by Business Segment The Partnership operates in two business segments: (i) gathering and compression and (ii) water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy and third parties in the Appalachian Basin. The water services segment is engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income, which is defined as segment operating revenues less operating expenses. Other income and expenses, interest and income taxes are managed on a consolidated basis. The segment accounting policies are the same as those described in Note 1 to the Partnership’s 2015 Annual Report. The operating results and assets of the Partnership’s reportable segments were as follows as of and for the three months ended March 31, 2016.
The operating results of the Partnership’s reportable segments were as follows for the three months ended March 31, 2015.
The assets of the Partnership’s reportable segments were as follows as of December 31, 2015.
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Income Taxes |
3 Months Ended |
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Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Partnership is not subject to federal and state income taxes as a result of its limited partner structure. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Partnership flow through to the unitholders. As such, the Partnership does not record a provision for income taxes in the current period. Prior to the 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. Tax expense related to the Water Assets of $1.9 million for the three months ended March 31, 2015 was recorded in the unaudited condensed consolidated statement of operations, resulting in an effective tax rate of approximately 12.9%, for the three months ended March 31, 2015. The assignment of the common and subordinated units in the Midstream Holdings Investment resulted in the sale or exchange of more than 50 percent or more of its capital and profits interests of the Partnership within 12 months. Accordingly, the Partnership is considered to have “technically terminated” as a partnership for U.S. federal income tax purposes. The technical termination will not affect the Partnership’s consolidated financial statements, nor will it affect the Partnership’s classification as a partnership or the nature or extent of its “qualifying income” for U.S. federal income tax purposes. The taxable year for all unitholders ended on February 22, 2016 and will result in a deferral of depreciation deductions that were otherwise allowable in computing the taxable income of the Partnership’s unitholders for the period from January 1, 2016 through February 22, 2016. |
Related Party Transactions |
3 Months Ended |
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Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the ordinary course of business, the Partnership has transactions with affiliated companies. During the three months ended March 31, 2016 and 2015, related parties included Rice Energy and certain of its subsidiaries. On December 22, 2014, upon completion of the IPO, the Partnership entered into the Omnibus Agreement with its general partner, Rice Energy, Rice Poseidon and Rice Midstream Holdings. Pursuant to the Omnibus Agreement, Rice Energy performs centralized corporate and general and administrative services for the Partnership, such as financial and administrative, information technology, legal, health, safety and environmental, human resources, procurement, engineering, business development, investor relations, insurance and tax. In exchange, the Partnership reimburses Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs. The expenses for which the Partnership reimburses Rice Energy and its subsidiaries related to corporate and general and administrative services may not necessarily reflect the actual expenses that the Partnership would incur on a stand-alone basis. The Partnership is unable to estimate what the costs would have been with an unrelated third party. Also upon completion of the IPO, the Partnership entered into a 15 year, fixed-fee gas gathering and compression agreement (the “Gas Gathering and Compression Agreement”) with Rice Drilling B LLC (“Rice Drilling B”), a wholly-owned subsidiary of Rice Energy, and Alpha Shale Resources, LP, pursuant to which the Partnership gathers Rice Energy’s natural gas and provides compression services on the Partnership’s gathering systems located in Washington County and Greene County, Pennsylvania. Pursuant to the Gas Gathering and Compression Agreement, the Partnership will charge Rice Energy a gathering fee of $0.30 per Dth and a compression fee of $0.07 per Dth per stage of compression, each subject to annual adjustment for inflation based on the Consumer Price Index (“CPI”). The Gas Gathering and Compression Agreement covers substantially all of Rice Energy’s acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of March 31, 2016 and any future acreage it acquires within these counties, excluding the first 40 MDth/d of Rice Energy’s production from approximately 19,000 gross acres subject to a pre-existing third-party dedication. In connection with the closing of the acquisition of the Water Assets, the Partnership entered into Amended and Restated Water Services Agreements (the “Water Services Agreements”) with Rice Energy, whereby the Partnership has agreed to provide certain fluid handling services to Rice Energy, including the exclusive right to provide fresh water for well completions operations in the Marcellus and Utica Shales and to collect and recycle or dispose of flowback and produced water for Rice Energy within areas of dedication in defined service areas in Pennsylvania and Ohio. The initial term of the Water Services Agreements is until December 22, 2029 and from month to month thereafter. Under the agreements, Rice Energy will pay the Partnership (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well site, subject to annual CPI adjustments and (ii) a produced water hauling fee of actual out-of-pocket cost incurred by the Partnership, plus a 2% margin. For periods subsequent to the IPO, no equity compensation expense has been allocated to the Partnership by Rice Energy; however, equity compensation expense includes amounts allocated to the Water Assets by Rice Energy prior to their acquisition. Equity compensation expense of $0.1 million was allocated to the Water Assets by Rice Energy for the three months ended March 31, 2015. See Note 5 for a discussion of the Partnership’s equity compensation expense related to phantom units issued pursuant to the LTIP. Prior to Rice Energy’s initial public offering on January 29, 2014, the only long-term incentives offered to certain executives and employees were through grants of incentive units, which were profits interests representing an interest in the future profits (once a certain level of proceeds has been generated) of Rice Energy’s predecessor parent entity Rice Energy Appalachia, LLC (“REA”) and granted pursuant to the limited liability company agreement of REA. The compensation expense recognized in these unaudited consolidated financial statements is a non-cash charge, with the settlement obligation resting on NGP Rice Holdings LLC (“NGP Holdings”) and Rice Energy Holdings LLC (“Rice Holdings”). Payments on the incentive units will be made by Rice Holdings and NGP Holdings and not by Rice Energy, Rice Poseidon or the Partnership, and as such, are not dilutive to Rice Energy, Rice Poseidon or the Partnership. For periods subsequent to the IPO, no incentive unit expense has been allocated to the Partnership by Rice Energy, however, incentive unit expense was allocated to the Water Assets by Rice Energy prior to their acquisition. Incentive unit expense allocated to the Water Assets by Rice Energy of $0.4 million for the three months ended March 31, 2015. |
New Accounting Pronouncements |
3 Months Ended |
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Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. ASU 2014-09 explains that the core principle of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and defines a five step process to achieve this core principle. The five step process is to (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the entity satisfies a performance obligation. More judgment and estimates may be required within the new revenue recognition process than are required under existing U.S. GAAP. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year. ASU 2014-09 will now be effective for annual reporting periods beginning after December 15, 2017 and should be applied retrospectively using either a full retrospective approach reflecting the application of the standard in each prior reporting period or a retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption. Early application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that period. The Partnership has not yet selected a transition method and is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for periods beginning after December 15, 2015. The Partnership adopted ASU 2015-02 in the current quarter. The application of ASU 2015-2 does not impact prior conclusions as to whether or not the Partnership’s subsidiaries are consolidated in the unaudited condensed consolidated financial statements. In April 2015, the FASB issued ASU, 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplification of Debt Issuance Costs.” ASU 2015-03 was issued to simplify the presentation of debt issuance costs by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. ASU 2015-03 is effective for periods beginning after December 15, 2015. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 clarifies the guidance in ASU 2015-03 regarding presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. The Securities and Exchange Commission (“SEC”) staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Partnership adopted ASU 2015-15 in the current quarter and presents debt issuance costs associated with the Partnership’s revolving credit facility (defined in Note 2) as an asset named deferred financing costs, net in our unaudited condensed consolidated balance sheets. Additionally, the Partnership will utilize the guidance in ASU 2015-03 for the presentation of debt issuance costs that are the result of an issuance of future debt. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Partnership has not yet selected a transition method and is currently evaluating the impact of the new guidance on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for share-based payment award transactions, which include: (i) income tax consequences, (ii) classification of awards as either equity or liabilities, (iii) classification on the statement of cash flows and (iv) forfeiture rate calculations. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Partnership is currently evaluating the impact of this guidance on its consolidated financial statements. |
Subsequent Events |
3 Months Ended |
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Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 22, 2016, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the first quarter of 2016 of $0.21 per common and subordinated unit. The cash distribution will be paid on May 12, 2016 to unitholders of record at the close of business on May 3, 2016. |
Basis of Presentation (Policies) |
3 Months Ended |
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Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of March 31, 2016 and December 31, 2015 and its condensed consolidated statements of operations and of cash flows for the three months ended March 31, 2016 and 2015. |
Combination of Entities under Common Control | The acquisition of the Water Assets was accounted for as a combination of entities under common control, and as such, the Partnership’s unaudited condensed 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. Transactions between the Partnership and Rice Energy have been identified in the unaudited condensed consolidated financial statements as transactions between related parties. |
New Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. ASU 2014-09 explains that the core principle of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and defines a five step process to achieve this core principle. The five step process is to (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the entity satisfies a performance obligation. More judgment and estimates may be required within the new revenue recognition process than are required under existing U.S. GAAP. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year. ASU 2014-09 will now be effective for annual reporting periods beginning after December 15, 2017 and should be applied retrospectively using either a full retrospective approach reflecting the application of the standard in each prior reporting period or a retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption. Early application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that period. The Partnership has not yet selected a transition method and is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for periods beginning after December 15, 2015. The Partnership adopted ASU 2015-02 in the current quarter. The application of ASU 2015-2 does not impact prior conclusions as to whether or not the Partnership’s subsidiaries are consolidated in the unaudited condensed consolidated financial statements. In April 2015, the FASB issued ASU, 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplification of Debt Issuance Costs.” ASU 2015-03 was issued to simplify the presentation of debt issuance costs by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. ASU 2015-03 is effective for periods beginning after December 15, 2015. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 clarifies the guidance in ASU 2015-03 regarding presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. The Securities and Exchange Commission (“SEC”) staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Partnership adopted ASU 2015-15 in the current quarter and presents debt issuance costs associated with the Partnership’s revolving credit facility (defined in Note 2) as an asset named deferred financing costs, net in our unaudited condensed consolidated balance sheets. Additionally, the Partnership will utilize the guidance in ASU 2015-03 for the presentation of debt issuance costs that are the result of an issuance of future debt. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Partnership has not yet selected a transition method and is currently evaluating the impact of the new guidance on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for share-based payment award transactions, which include: (i) income tax consequences, (ii) classification of awards as either equity or liabilities, (iii) classification on the statement of cash flows and (iv) forfeiture rate calculations. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Partnership is currently evaluating the impact of this guidance on its consolidated financial statements. |
Partners' Capital (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Capital Units | The following table presents the Partnership’s common and subordinated units issued from January 1, 2015 through March 31, 2016:
|
Phantom Unit Awards (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Further information on stock-based compensation recorded in the condensed consolidated financial statements is detailed below.
|
Net Income per Limited Partner Unit and Cash Distributions (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table presents Partnership’s calculation of net income per limited partner unit for common and subordinated limited partner units. Net income attributable to the Water Assets for periods prior to their acquisition are not allocated to the limited partners for purposes of calculating net income per limited partner unit.
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Schedule of Incentive Distribution Rights | For any quarter in which the Partnership has distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders in the following manner:
|
Financial Information by Business Segment (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment | The operating results and assets of the Partnership’s reportable segments were as follows as of and for the three months ended March 31, 2016.
The operating results of the Partnership’s reportable segments were as follows for the three months ended March 31, 2015.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Assets from Segment to Consolidated | The assets of the Partnership’s reportable segments were as follows as of December 31, 2015.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | The assets of the Partnership’s reportable segments were as follows as of December 31, 2015.
|
Basis of Presentation (Details) |
Feb. 22, 2016 |
Nov. 04, 2015
subsidiary
|
Mar. 31, 2016
shares
|
Feb. 21, 2016
shares
|
Dec. 31, 2015
shares
|
---|---|---|---|---|---|
Common | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Equity interests assigned (number of units) | 42,163,749 | 42,163,749 | |||
Subordinated | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Equity interests assigned (number of units) | 28,753,623 | 28,753,623 | |||
Limited Partners | GP Holdings | Common | Partnership Interest | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Equity interests assigned (number of units) | 3,623 | 3,623 | |||
Limited Partners | GP Holdings | Subordinated | Partnership Interest | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Equity interests assigned (number of units) | 28,753,623 | 28,753,623 | |||
Limited Partners | GP Holdings | Private Placement | Common | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Limited partner interest percentage | 8.25% | ||||
Water Assets | Subsidiary of Common Parent | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of subsidiaries acquired | subsidiary | 2 |
Commitments and Contingencies (Details) - Compression equipment - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Other Commitments [Line Items] | ||
Future payments for equipment | $ 6.0 | |
2016 | 1.6 | |
2017 | 0.9 | |
2018 | 0.9 | |
2019 | 0.9 | |
2020 | 0.3 | |
Thereafter | 1.4 | |
Midstream operation and maintenance expense | ||
Other Commitments [Line Items] | ||
Rent expense | $ 0.4 | $ 0.4 |
Partners' Capital (Schedule of Common and Subordinated Units Issued) (Details) |
15 Months Ended |
---|---|
Mar. 31, 2016
shares
| |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Balance, January 1, 2015 | 57,507,246 |
Equity offering in November 2015 | 13,409,961 |
Total vested phantom units | 165 |
Balance, March 31, 2016 | 70,917,372 |
Limited Partners | Common | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Balance, January 1, 2015 | 28,753,623 |
Equity offering in November 2015 | 13,409,961 |
Total vested phantom units | 165 |
Balance, March 31, 2016 | 42,163,749 |
Limited Partners | Subordinated | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Balance, January 1, 2015 | 28,753,623 |
Equity offering in November 2015 | 0 |
Total vested phantom units | 0 |
Balance, March 31, 2016 | 28,753,623 |
Partners' Capital (Details) - shares |
Mar. 31, 2016 |
Feb. 21, 2016 |
Dec. 31, 2015 |
---|---|---|---|
Subsidiary, Sale of Stock [Line Items] | |||
Equity interest retained in partnership (percentage) | 41.00% | ||
Common | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 42,163,749 | 42,163,749 | |
Subordinated | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 28,753,623 | 28,753,623 | |
GP Holdings | Limited Partners | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interest retained in partnership (percentage) | 91.75% | ||
GP Holdings | Partnership Interest | Common | Limited Partners | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 3,623 | 3,623 | |
GP Holdings | Partnership Interest | Subordinated | Limited Partners | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity interests assigned (number of units) | 28,753,623 | 28,753,623 |
Phantom Unit Awards (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Dec. 22, 2014 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity compensation expense | $ 1,062 | $ 996 | |
Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of units available to be granted | 5,000,000 | ||
Equity compensation expense | 1,100 | $ 1,000 | |
Unrecorded compensation expense | $ 2,000 | ||
Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Rice Midstream Partners LP 2014 LTIP | Phantom unit awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 2 years |
Phantom Unit Awards (Schedule of Allocation of Equity Based Compensation) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total cost of equity-based compensation plans | $ 1,062 | $ 996 |
Property, plant and equipment, net | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total cost of equity-based compensation plans | 77 | 0 |
General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total cost of equity-based compensation plans | 919 | 996 |
Midstream operation and maintenance expense | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total cost of equity-based compensation plans | $ 66 | $ 0 |
Net Income per Limited Partner Unit and Cash Distributions (Schedule of Calculation of Net Income per Limited Partner Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Net income | [1],[2] | $ 34,426 | $ 12,924 | |||||||||||||||||
Less: Pre-acquisition net income allocated to general partner | [3] | 0 | 3,856 | [2],[4] | ||||||||||||||||
Limited partner net income | [2],[4] | $ 34,426 | $ 9,068 | |||||||||||||||||
Weighted-average limited partner units outstanding - basic: | ||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | 70,917,372 | 57,507,246 | ||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | ||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | 71,140,936 | 57,507,246 | ||||||||||||||||||
Net income per limited partner unit - basic: | ||||||||||||||||||||
Net income per limited partner unit - basic: | $ 0.49 | $ 0.16 | ||||||||||||||||||
Net income per limited partner unit - diluted: | ||||||||||||||||||||
Net income per limited partner unit - diluted: | 0.48 | 0.16 | ||||||||||||||||||
Unitholders | ||||||||||||||||||||
Cash distributions declared per limited partner unit | [5] | $ 0.21 | $ 0.1875 | |||||||||||||||||
Phantom unit | ||||||||||||||||||||
Unitholders | ||||||||||||||||||||
Shares considered anti-dilutive | 223,564 | |||||||||||||||||||
Common | ||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Limited partner net income | $ 20,468 | $ 4,534 | ||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | ||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | 42,163,749 | 28,753,623 | ||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | ||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | [6] | 42,387,313 | 28,753,623 | |||||||||||||||||
Net income per limited partner unit - basic: | ||||||||||||||||||||
Net income per limited partner unit - basic: | [2] | $ 0.49 | $ 0.16 | |||||||||||||||||
Net income per limited partner unit - diluted: | ||||||||||||||||||||
Net income per limited partner unit - diluted: | [2] | 0.48 | 0.16 | |||||||||||||||||
Unitholders | ||||||||||||||||||||
Cash distributions declared per limited partner unit | [2],[5],[7] | $ 0.2100 | $ 0.1875 | |||||||||||||||||
Subordinated | ||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Limited partner net income | $ 13,958 | $ 4,534 | ||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | ||||||||||||||||||||
Weighted-average limited partner units outstanding - basic: | 28,753,623 | 28,753,623 | ||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | ||||||||||||||||||||
Weighted-average limited partner units outstanding - diluted: | 28,753,623 | 28,753,623 | ||||||||||||||||||
Net income per limited partner unit - basic: | ||||||||||||||||||||
Net income per limited partner unit - basic: | $ 0.49 | $ 0.16 | ||||||||||||||||||
Net income per limited partner unit - diluted: | ||||||||||||||||||||
Net income per limited partner unit - diluted: | [2],[8] | 0.49 | 0.16 | |||||||||||||||||
Unitholders | ||||||||||||||||||||
Cash distributions declared per limited partner unit | [2],[5],[7] | $ 0.2100 | $ 0.1875 | |||||||||||||||||
|
Financial Information by Business Segment (Narrative) (Details) |
3 Months Ended |
---|---|
Mar. 31, 2016
business_segment
| |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Financial Information by Business Segment (Schedule of Operating Results and Assets) (Details) - USD ($) $ in Thousands |
3 Months Ended | |||||
---|---|---|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
||||
Segment Reporting Information [Line Items] | ||||||
Total operating revenues | [1] | $ 54,543 | $ 26,511 | |||
Total operating expenses | [1] | 18,926 | 11,025 | |||
Operating income | [1] | 35,617 | 15,486 | |||
Segment assets | 726,725 | $ 689,790 | ||||
Goodwill | 39,142 | 39,142 | ||||
Depreciation expense | [1] | 5,370 | 3,085 | |||
Capital expenditures for segment assets | 36,243 | 50,716 | ||||
Gathering and Compression | ||||||
Segment Reporting Information [Line Items] | ||||||
Total operating revenues | 26,800 | 16,166 | ||||
Total operating expenses | 7,691 | 6,565 | ||||
Operating income | 19,109 | 9,601 | ||||
Segment assets | 576,457 | 547,810 | ||||
Goodwill | 39,142 | 39,142 | ||||
Depreciation expense | 1,935 | 1,449 | ||||
Capital expenditures for segment assets | 34,861 | 16,769 | ||||
Water Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Total operating revenues | 27,743 | 10,345 | ||||
Total operating expenses | 11,235 | 4,460 | ||||
Operating income | 16,508 | 5,885 | ||||
Segment assets | 150,268 | 141,980 | ||||
Goodwill | 0 | $ 0 | ||||
Depreciation expense | 3,435 | 1,636 | ||||
Capital expenditures for segment assets | $ 1,382 | $ 33,947 | ||||
|
Financial Information by Business Segment (Schedule of Assets of Reportable Segments) (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | $ 726,725 | $ 689,790 |
Gathering and Compression | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | 576,457 | 547,810 |
Water Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | $ 150,268 | $ 141,980 |
Financial Information by Business Segment (Schedule of Goodwill of Reportable Segments) (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Goodwill | $ 39,142 | $ 39,142 |
Gathering and Compression | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Goodwill | 39,142 | 39,142 |
Water Services | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Goodwill | $ 0 | $ 0 |
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|||
Income Tax Disclosure [Abstract] | ||||
Income tax expense | [1] | $ 0 | $ (1,906) | |
Effective tax rate percentage | (12.90%) | |||
|
Related Party Transactions (Details) a in Thousands, MMBTU in Thousands |
3 Months Ended | 15 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 04, 2015 |
Dec. 22, 2014
a
$ / MMBTU
|
Mar. 31, 2016
USD ($)
MMBTU
|
Mar. 31, 2015
USD ($)
|
Mar. 31, 2016
USD ($)
|
|||||||
Related Party Transaction [Line Items] | |||||||||||
Equity compensation expense | $ 1,062,000 | $ 996,000 | |||||||||
Incentive unit expense | [1],[2],[3] | $ 0 | 434,000 | ||||||||
Subsidiary of Common Parent | Water Assets | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Margin percentage | 2.00% | ||||||||||
Fixed-Fee Gas Gathering and Compression Agreement | Gas Gathering and Compression Agreement | Subsidiary of Common Parent | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Duration of fixed fee gas gathering and compression agreement | 15 years | ||||||||||
Gas Gathering and Compression Agreement, Gathering Fee | Gas Gathering and Compression Agreement | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Gathering fee (per Dth) | $ / MMBTU | 0.30 | ||||||||||
Gas Gathering and Compression Agreement, Compression Fee | Gas Gathering and Compression Agreement | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Gathering fee (per Dth) | $ / MMBTU | 0.07 | ||||||||||
Gross Acres subject to Pre-existing Third Party Dedication | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Production from gross acres subject to pre-existing third-party dedication (MDth/d) | MMBTU | 40 | ||||||||||
Gross Acres subject to Pre-existing Third Party Dedication | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Gross acres covered | a | 19 | ||||||||||
Stock Compensation Awards Granted by Related Party | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity compensation expense | $ 0 | ||||||||||
Stock Compensation Awards Granted by Related Party | Affiliated Entity | Water Assets | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity compensation expense | 100,000 | ||||||||||
Incentive Units Granted Pursuant to Limited Liability Company Agreement of Rice Energy Appalachia LLC | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Incentive unit expense | $ 0 | ||||||||||
Incentive Units Granted Pursuant to Limited Liability Company Agreement of Rice Energy Appalachia LLC | Affiliated Entity | Water Assets | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Incentive unit expense | $ 400,000 | ||||||||||
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Subsequent Events (Narrative) (Details) - $ / shares |
3 Months Ended | ||||
---|---|---|---|---|---|
Apr. 22, 2016 |
Mar. 31, 2016 |
Mar. 31, 2015 |
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Subsequent Event [Line Items] | |||||
Cash distributions declared per limited partner unit | [1] | $ 0.21 | $ 0.1875 | ||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash distributions declared per limited partner unit | $ 0.210 | ||||
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