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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rice Midstream Partners LP Common Units Representing Limited Partner Interests (delisted) | NYSE:RMP | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.05 | 0.00 | 01:00:00 |
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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“Combined Year” refers to the combined periods from January 1, 2017 to November 12, 2017 and from November 13, 2017 to December 31, 2017.
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•
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“EQT” refers to EQT Corporation, which effective November 13, 2017 indirectly owns the general partner interest, a limited partner interest and all of the incentive distribution rights in the Partnership, and its consolidated subsidiaries;
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“GP Holdings” refers to Rice Midstream GP Holdings LP, a wholly-owned subsidiary of EQT;
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“our general partner” or “Midstream Management” refers to Rice Midstream Management LLC, a wholly-owned subsidiary of EQT;
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“Rice Energy” refers to Rice Energy Inc., which indirectly owned the Partnership for the periods prior to November 13, 2017, and its consolidated subsidiaries;
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“RMP,” “Partnership,” “we,” “our,” “us” or like terms refers to Rice Midstream Partners LP and its consolidated subsidiaries;
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“Vantage Midstream Asset Acquisition” refers to the Partnership’s acquisition from Rice Energy of the Vantage Midstream Entities;
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“Vantage Midstream Entities” refers collectively to Vantage Energy II Access, LLC and Vista Gathering, LLC, each of which is a wholly-owned subsidiary of the Partnership;
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“Appalachian Basin” refers to the area of the United States composed of those portions of West Virginia, Pennsylvania, Ohio, Maryland, Kentucky and Virginia that lie in the Appalachian Mountains; and
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“Disclosure Document” means EQT’s 2018 Proxy Statement or amendments to its Annual Report on Form 10-K for the year ended December 31, 2017, as applicable, in each case as filed with the Securities and Exchange Commission (SEC).
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perform ongoing assessments of pipeline integrity;
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identify and characterize applicable threats to pipeline segments that could impact an HCA;
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improve data collection, integration and analysis;
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repair and remediate pipelines as necessary; and
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implement preventive and mitigating actions.
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requiring the installation of pollution-control equipment, imposing emission or discharge limits or otherwise restricting the way we operate resulting in additional costs to our operations;
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limiting or prohibiting construction activities in areas, such as air quality nonattainment areas, wetlands, coastal regions, endangered species habitat and other protected areas;
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delaying system modification or upgrades during review of permit applications and revisions;
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requiring investigatory and remedial actions to mitigate discharges, releases or pollution conditions associated with our operations or attributable to former operations; and
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enjoining operations deemed to be in non-compliance with permits issued pursuant to, or regulatory requirements imposed by, such environmental laws and regulations.
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Successor
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Predecessor
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Period from
November 13, 2017 to December 31, 2017 |
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Period from
January 1, 2017 to November 12, 2017 |
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Years Ended December 31,
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Operating revenues:
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2016
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2015
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Gathering and compression
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69
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%
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67
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%
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66
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%
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67
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%
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Water services
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31
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%
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33
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%
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34
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%
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33
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%
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•
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natural gas price volatility or a sustained period of lower commodity prices may have an adverse effect on EQT's drilling operations, revenue, profitability, future rate of growth and liquidity;
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a reduction in or slowing of EQT’s anticipated drilling and production schedule, which would directly and adversely impact demand for our services;
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infrastructure capacity constraints and interruptions;
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risks associated with the operation of EQT's wells, pipelines and facilities, including potential environmental liabilities;
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the availability of capital on a satisfactory economic basis to fund EQT's operations;
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EQT's ability to identify exploration, development and production opportunities based on market conditions;
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uncertainties inherent in projecting future rates of production;
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EQT's ability to develop additional reserves that are economically recoverable, to optimize existing well production and to sustain production;
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adverse effects of governmental and environmental regulation, changes in tax laws and negative public perception regarding EQT's operations;
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the loss of key personnel; and
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risk associated with cyber security threats.
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the volume of natural gas we gather and compress;
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the volume of fresh water we distribute and produced water we handle;
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the rates we charge for our gathering services and water services;
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the market price of natural gas and its effect on EQT’s and third parties’ drilling schedules as well as produced volumes;
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EQT’s and our third-party customers’ ability to fund their drilling programs;
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adverse weather conditions;
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the level of our operating, maintenance and general and administrative costs;
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regulatory action affecting the supply of, or demand for, natural gas, the rates we can charge for our services, how we contract for services, our existing contracts, our operating costs or our operating flexibility; and
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prevailing economic conditions.
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the level, timing and amounts of capital expenditures we make, which amounts could be impacted by costs of labor and materials;
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our debt service requirements and other liabilities;
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our ability to make borrowings under our revolving credit facility to pay distributions;
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fluctuations in our working capital needs;
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restrictions on distributions contained in any of our debt agreements;
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the cost of acquisitions, if any;
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fees and expenses of our general partner and its affiliates (including EQT) we are required to reimburse;
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the amount of cash reserves established by our general partner; and
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other business risks affecting our cash levels.
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the availability and cost of capital;
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prevailing and projected natural gas, NGL and oil prices;
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the proximity, capacity, cost and availability of gathering and transportation facilities, and other factors that result in differentials to benchmark prices;
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demand for natural gas, NGLs and oil;
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levels of reserves;
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geologic considerations;
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environmental or other governmental regulations, including the availability of drilling permits, the regulation of hydraulic fracturing, the potential removal of certain federal income tax deductions with respect to natural gas and oil exploration and development or additional state taxes on natural gas extraction; and
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the costs of producing the natural gas and the availability and costs of drilling rigs and crews and other equipment.
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incur or guarantee additional debt;
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redeem or repurchase units or make distributions under certain circumstances;
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make certain investments and acquisitions;
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incur certain liens or permit them to exist;
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enter into certain types of transactions with affiliates;
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merge or consolidate with another company; and
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transfer, sell or otherwise dispose of assets.
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures (including required well pad connections and well connections pursuant to our gas gathering and compression agreements as well as acquisitions) or other purposes may be impaired or such financing may not be available on favorable terms;
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our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flow required to make interest payments on our debt;
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we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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our flexibility in responding to changing business and economic conditions may be limited.
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mistaken assumptions about volumes, revenue and costs, including synergies and potential growth;
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an inability to secure adequate customer commitments to use the acquired systems or facilities;
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an inability to integrate successfully the assets or businesses we acquire;
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the assumption of unknown liabilities for which we are not indemnified or for which our indemnity is inadequate;
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limitations on rights to indemnity from the seller;
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mistaken assumptions about the overall costs of equity or debt;
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the diversion of management’s and employees’ attention from other business concerns; and
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unforeseen difficulties operating in new geographic areas or business lines.
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perform ongoing assessments of pipeline integrity;
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identify and characterize applicable threats to pipeline segments that could impact an HCA;
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improve data collection, integration and analysis;
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repair and remediate the pipeline as necessary; and
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implement preventive and mitigating actions.
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damage to pipelines, compressor stations, equipment and surrounding properties caused by hurricanes, earthquakes, tornadoes, floods, fires, landslides and other natural disasters and acts of sabotage and terrorism;
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damage from construction, farm and utility equipment, as well as other subsurface activity (for example, mine subsidence);
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leaks of natural gas or losses of natural gas as a result of the malfunction of equipment or facilities;
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ruptures and explosions;
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other hazards that could also result in personal injury and loss of life, pollution and suspension of operations; and
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hazards experienced by other operators that may affect our operations by instigating increased regulations and oversight.
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injury or loss of life;
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damage to and destruction of property, natural resources and equipment;
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pollution and other environmental damage;
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regulatory investigations and penalties;
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suspension of our operations; and
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repair and remediation costs.
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neither our partnership agreement nor any other agreement requires EQT to pursue a business strategy that favors us, and the directors and officers of EQT have a fiduciary duty to make these decisions in the best interests of EQT, which may be contrary to our interests. EQT may choose to shift the focus of its investment and growth to areas not served by our assets;
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EQT, as our anchor customer, has an economic incentive to cause us not to seek higher gathering fees and water service fees, even if such higher fees would reflect fees that could be obtained in arm’s-length, third-party transactions;
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EQT may choose to shift the focus of its investment and operations to areas not serviced by our assets, including areas serviced by EQM;
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EQT may choose to allocate capital and costs among EQGP, EQM and us in a manner that is not favorable to us;
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actions taken by our general partner may affect the amount of cash available to pay distributions to our unitholders;
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all of the officers and six of the directors of our general partner are also officers and/or directors of EQT and owe fiduciary duties to EQT; all of the officers and five of the directors of our general partner as also officers and/or directors of EQM’s general partner and owe fiduciary duties to EQM; and three of the officers and four of the directors of our general partner are also officers and/or directors of EQGP’s general partner and owe fiduciary duties to EQGP. The officers of our general partner also devote significant time to the business of EQT, EQM and EQGP and are compensated by EQT accordingly;
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our general partner is allowed to take into account the interests of parties other than us, such as EQT, in exercising certain rights under our partnership agreement, including with respect to conflicts of interest;
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except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval;
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our general partner may cause us to borrow funds in order to permit the payment of cash distributions;
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disputes may arise under our commercial agreements with EQT and its affiliates;
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our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and the level of reserves, each of which can affect the amount of cash that is distributed to our unitholders;
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our general partner determines the amount and timing of any capital expenditure and the amount of estimated maintenance capital expenditures, which reduces operating surplus. The determination of estimated maintenance capital expenditures can affect the amount of cash from operating surplus that is distributed to our unitholders;
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our partnership agreement limits the liability of, and replaces the duties owed by, our general partner and also restricts the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;
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common unitholders have no right to enforce obligations of our general partner and its affiliates under agreements with us;
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contracts between us, on the one hand, and our general partner and its affiliates, on the other, are not and will not be the result of arm’s-length negotiations;
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our partnership agreement permits us to distribute up to $35.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions to our general partner in respect of the general partner interest or our incentive distribution rights;
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our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
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our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with its affiliates on our behalf;
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our general partner intends to limit its liability regarding our contractual and other obligations;
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our general partner may exercise its right to call and purchase common units if it and its affiliates own more than 80% of the common units;
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we may not choose to retain separate counsel for ourselves or for the holders of common units;
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our general partner’s affiliates, including EQT and EQM, may compete with us and may offer business opportunities and/or sell midstream assets to other affiliates or third parties without first offering us the right to bid for them; and
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the holder or holders of our incentive distribution rights may elect to cause us to issue common units to it in connection with a resetting of incentive distribution levels without the approval of our unitholders, which may result in lower distributions to our common unitholders in certain situations.
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•
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how to allocate business opportunities among us and its other affiliates, including EQT and EQM;
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whether to exercise its limited call right;
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whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of the general partner;
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how to exercise its voting rights with respect to any units it owns;
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whether to exercise its registration rights; and
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whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement.
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provides that whenever our general partner, the board of directors of our general partner or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of our general partner and any committee thereof (including the conflicts committee) is required to make such determination, or take or decline to take such other action, in the absence of bad faith, and will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;
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provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning that it believed that the decision was not adverse to the interest of our partnership;
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provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or their assignees resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
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provides that our general partner will not be in breach of its obligations under the partnership agreement or its fiduciary duties to us or our unitholders if a transaction with an affiliate or the resolution of a conflict of interest is:
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•
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approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval; or
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approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates.
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each unitholder’s proportionate ownership interest in us will decrease;
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the amount of cash available for distribution on each unit may decrease;
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because the amount payable to holders of incentive distribution rights is based on a percentage of the total distributable cash flow, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on common units remains the same;
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•
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the ratio of taxable income to distributions may increase;
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the relative voting strength of each previously outstanding unit may be diminished; and
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the market price of the common units may decline.
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•
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a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or
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a unitholder’s right to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.
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our quarterly distributions;
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our quarterly or annual earnings or those of other companies in our industry;
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•
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events affecting EQT and its affiliates;
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announcements by us or our competitors of significant contracts or acquisitions;
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changes in accounting standards, policies, guidance, interpretations or principles;
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general economic conditions;
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the failure of securities analysts to cover our common units or changes in financial estimates by analysts;
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future sales of our common units; and
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•
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other factors described in these “Risk Factors.”
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2017
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|
2016
|
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Unit Price Range
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Distributions paid per Common Unit
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Unit Price Range
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Distributions paid per Common Unit
|
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(in dollars per share)
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High
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Low
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High
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Low
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||||||||||||||
1st Quarter
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|
$
|
26.42
|
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|
$
|
22.48
|
|
|
$
|
0.2505
|
|
|
$
|
15.39
|
|
|
$
|
8.40
|
|
|
$
|
0.1965
|
|
2nd Quarter
|
|
$
|
26.18
|
|
|
$
|
16.87
|
|
|
$
|
0.2608
|
|
|
$
|
20.65
|
|
|
$
|
14.21
|
|
|
$
|
0.2100
|
|
3rd Quarter
|
|
$
|
21.50
|
|
|
$
|
19.52
|
|
|
$
|
0.2711
|
|
|
$
|
24.30
|
|
|
$
|
18.05
|
|
|
$
|
0.2235
|
|
4th Quarter
|
|
$
|
21.99
|
|
|
$
|
19.69
|
|
|
$
|
0.2814
|
|
|
$
|
24.88
|
|
|
$
|
20.05
|
|
|
$
|
0.2370
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
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Period from
November 13, 2017 to December 31, 2017
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Period from
January 1, 2017 to November 12, 2017
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|
Years Ended December 31,
|
||||||||||||||||||
(in thousands, except per unit data)
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|
|
|
2016
(2)
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Statement of operations data:
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|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total operating revenues
|
|
$
|
44,219
|
|
|
|
$
|
250,474
|
|
|
$
|
201,623
|
|
|
$
|
114,459
|
|
|
$
|
6,448
|
|
|
$
|
498
|
|
Operating income (loss)
|
|
$
|
25,945
|
|
|
|
$
|
163,478
|
|
|
$
|
126,942
|
|
|
$
|
62,036
|
|
|
$
|
(30,567
|
)
|
|
$
|
(5,208
|
)
|
Net income (loss)
|
|
$
|
25,134
|
|
|
|
$
|
152,839
|
|
|
$
|
121,610
|
|
|
$
|
52,495
|
|
|
$
|
(31,328
|
)
|
|
$
|
(9,012
|
)
|
Limited partner net income
|
|
$
|
23,535
|
|
|
|
$
|
146,657
|
|
|
$
|
120,182
|
|
|
$
|
45,199
|
|
|
$
|
1,162
|
|
|
|
||
Net income attributable to RMP per limited partner unit
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common units (basic)
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.46
|
|
|
$
|
0.76
|
|
|
$
|
0.02
|
|
|
|
||
Common units (diluted)
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.45
|
|
|
$
|
0.76
|
|
|
$
|
0.02
|
|
|
|
||
Subordinated units (basic & diluted)
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.50
|
|
|
$
|
0.76
|
|
|
$
|
0.02
|
|
|
|
||
Cash distributions paid per limited partner unit
(1)
|
|
$
|
0.281
|
|
|
|
$
|
0.782
|
|
|
$
|
0.867
|
|
|
$
|
0.592
|
|
|
$
|
—
|
|
|
|
||
Balance sheet data
(at period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$
|
2,849,013
|
|
|
|
|
|
$
|
1,399,217
|
|
|
$
|
689,790
|
|
|
$
|
443,091
|
|
|
$
|
74,445
|
|
||
Revolving credit facility
|
|
$
|
286,000
|
|
|
|
|
|
$
|
190,000
|
|
|
$
|
143,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating activities
|
|
$
|
22,430
|
|
|
|
$
|
150,811
|
|
|
$
|
154,117
|
|
|
$
|
70,006
|
|
|
$
|
(25,021
|
)
|
|
$
|
(7,186
|
)
|
Investing activities
|
|
$
|
(34,553
|
)
|
|
|
$
|
(131,421
|
)
|
|
$
|
(721,087
|
)
|
|
$
|
(379,991
|
)
|
|
$
|
(336,273
|
)
|
|
$
|
(44,244
|
)
|
Financing activities
|
|
$
|
9,959
|
|
|
|
$
|
(28,522
|
)
|
|
$
|
581,207
|
|
|
$
|
290,748
|
|
|
$
|
387,980
|
|
|
$
|
51,578
|
|
(1)
|
Net income per limited partner unit and cash distributions per limited partner unit are presented only for the periods subsequent to our initial public offering (IPO) and do not include results attributable to the Water Assets (defined in Note 1 to the Consolidated Financial Statements included in this Annual Report) prior to their acquisition as these results are not attributable to limited partners of the Partnership.
|
(2)
|
Includes post-acquisition results of the Vantage Midstream Entities. Please see Note 2 to the Consolidated Financial Statements included in this Annual Report for further detail regarding the Vantage Midstream Asset Acquisition.
|
|
|
Successor
|
|
|
Predecessor
|
|
(Unaudited) Combined Year
|
|
Predecessor
|
|
|
|
Predecessor
|
|
|
||||||||||||||
|
|
Period from
November 13, 2017 to December 31, 2017
|
|
|
Period from
January 1, 2017 to November 12, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
|
|
Year Ended December 31, 2015
|
|
Change
|
||||||||||||||
|
|
|
|
|
|
|
Change
|
|
|
||||||||||||||||||||
Statement of operations: (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate
|
|
$
|
44,134
|
|
|
|
$
|
203,642
|
|
|
$
|
247,776
|
|
|
$
|
152,260
|
|
|
$
|
95,516
|
|
|
$
|
93,668
|
|
|
$
|
58,592
|
|
Third-party
|
|
85
|
|
|
|
46,832
|
|
|
46,917
|
|
|
49,363
|
|
|
(2,446
|
)
|
|
20,791
|
|
|
28,572
|
|
|||||||
Total operating revenues
|
|
44,219
|
|
|
|
250,474
|
|
|
294,693
|
|
|
201,623
|
|
|
93,070
|
|
|
114,459
|
|
|
87,164
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operation and maintenance expense
|
|
7,182
|
|
|
|
33,768
|
|
|
40,950
|
|
|
24,608
|
|
|
16,342
|
|
|
14,910
|
|
|
9,698
|
|
|||||||
General and administrative expense
|
|
3,612
|
|
|
|
22,252
|
|
|
25,864
|
|
|
21,613
|
|
|
4,251
|
|
|
17,895
|
|
|
3,718
|
|
|||||||
Incentive unit expense
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
|
(1,044
|
)
|
|||||||
Depreciation expense
|
|
7,480
|
|
|
|
26,420
|
|
|
33,900
|
|
|
25,170
|
|
|
8,730
|
|
|
16,399
|
|
|
8,771
|
|
|||||||
Acquisition costs
|
|
—
|
|
|
|
529
|
|
|
529
|
|
|
125
|
|
|
404
|
|
|
—
|
|
|
125
|
|
|||||||
Amortization of intangible assets
|
|
—
|
|
|
|
1,413
|
|
|
1,413
|
|
|
1,634
|
|
|
(221
|
)
|
|
1,632
|
|
|
2
|
|
|||||||
Other expense
|
|
—
|
|
|
|
2,614
|
|
|
2,614
|
|
|
1,531
|
|
|
1,083
|
|
|
543
|
|
|
988
|
|
|||||||
Total operating expenses
|
|
18,274
|
|
|
|
86,996
|
|
|
105,270
|
|
|
74,681
|
|
|
30,589
|
|
|
52,423
|
|
|
22,258
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
25,945
|
|
|
|
163,478
|
|
|
189,423
|
|
|
126,942
|
|
|
62,481
|
|
|
62,036
|
|
|
64,906
|
|
|||||||
Other income (expense)
|
|
15
|
|
|
|
56
|
|
|
71
|
|
|
78
|
|
|
(7
|
)
|
|
11
|
|
|
67
|
|
|||||||
Interest expense
|
|
(826
|
)
|
|
|
(7,053
|
)
|
|
(7,879
|
)
|
|
(3,931
|
)
|
|
(3,948
|
)
|
|
(3,164
|
)
|
|
(767
|
)
|
|||||||
Amortization of deferred financing costs
|
|
—
|
|
|
|
(3,642
|
)
|
|
(3,642
|
)
|
|
(1,479
|
)
|
|
(2,163
|
)
|
|
(576
|
)
|
|
(903
|
)
|
|||||||
Income (loss) before income taxes
|
|
25,134
|
|
|
|
152,839
|
|
|
177,973
|
|
|
121,610
|
|
|
56,363
|
|
|
58,307
|
|
|
63,303
|
|
|||||||
Income tax expense
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,812
|
)
|
|
5,812
|
|
|||||||
Net income
|
|
$
|
25,134
|
|
|
|
$
|
152,839
|
|
|
$
|
177,973
|
|
|
$
|
121,610
|
|
|
$
|
56,363
|
|
|
$
|
52,495
|
|
|
$
|
69,115
|
|
|
|
Successor
|
|
|
Predecessor
|
|
(Unaudited)
Combined Year
|
|
Predecessor
|
|
|
|
Predecessor
|
|
|
||||||||||||||
Financial data:
(in thousands) |
|
Period from
November 13, 2017 to December 31, 2017
|
|
|
Period from
January 1, 2017 to November 12, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
|
|
Year Ended December 31, 2015
|
|
Change
|
||||||||||||||
|
|
|
|
|
|
Change
|
|
|
|||||||||||||||||||||
Gathering revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate
|
|
$
|
26,242
|
|
|
|
$
|
110,594
|
|
|
$
|
136,836
|
|
|
$
|
77,625
|
|
|
$
|
59,211
|
|
|
$
|
59,734
|
|
|
$
|
17,891
|
|
Third-party
|
|
19
|
|
|
|
34,136
|
|
|
34,155
|
|
|
38,669
|
|
|
(4,514
|
)
|
|
15,980
|
|
|
22,689
|
|
|||||||
Total gathering revenues
|
|
26,261
|
|
|
|
144,730
|
|
|
170,991
|
|
|
116,294
|
|
|
54,697
|
|
|
75,714
|
|
|
40,580
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compression revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate
|
|
4,343
|
|
|
|
16,031
|
|
|
20,374
|
|
|
8,722
|
|
|
11,652
|
|
|
1,445
|
|
|
7,277
|
|
|||||||
Third-party
|
|
10
|
|
|
|
6,731
|
|
|
6,741
|
|
|
7,083
|
|
|
(342
|
)
|
|
52
|
|
|
7,031
|
|
|||||||
Total compression revenues
|
|
4,353
|
|
|
|
22,762
|
|
|
27,115
|
|
|
15,805
|
|
|
11,310
|
|
|
1,497
|
|
|
14,308
|
|
|||||||
Total operating revenues
|
|
30,614
|
|
|
|
167,492
|
|
|
198,106
|
|
|
132,099
|
|
|
66,007
|
|
|
77,211
|
|
|
54,888
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operation and maintenance expense
|
|
1,584
|
|
|
|
11,939
|
|
|
13,523
|
|
|
8,000
|
|
|
5,523
|
|
|
6,006
|
|
|
1,994
|
|
|||||||
General and administrative expense
|
|
3,265
|
|
|
|
18,944
|
|
|
22,209
|
|
|
17,301
|
|
|
4,908
|
|
|
13,886
|
|
|
3,415
|
|
|||||||
Depreciation expense
|
|
3,965
|
|
|
|
11,324
|
|
|
15,289
|
|
|
10,840
|
|
|
4,449
|
|
|
6,310
|
|
|
4,530
|
|
|||||||
Acquisition costs
|
|
—
|
|
|
|
529
|
|
|
529
|
|
|
125
|
|
|
404
|
|
|
—
|
|
|
125
|
|
|||||||
Amortization of intangible assets
|
|
—
|
|
|
|
1,413
|
|
|
1,413
|
|
|
1,634
|
|
|
(221
|
)
|
|
1,632
|
|
|
2
|
|
|||||||
Other expense
|
|
—
|
|
|
|
2,594
|
|
|
2,594
|
|
|
1,051
|
|
|
1,543
|
|
|
492
|
|
|
559
|
|
|||||||
Total operating expenses
|
|
8,814
|
|
|
|
46,743
|
|
|
55,557
|
|
|
38,951
|
|
|
16,606
|
|
|
28,326
|
|
|
10,625
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income
|
|
$
|
21,800
|
|
|
|
$
|
120,749
|
|
|
$
|
142,549
|
|
|
$
|
93,148
|
|
|
$
|
49,401
|
|
|
$
|
48,885
|
|
|
$
|
44,263
|
|
|
|
Year Ended December 31,
|
|
Change
|
|
%
|
||||||
Operating data:
|
|
2017
|
|
2016
|
|
|
||||||
Gathering volumes: (in BBtu/d)
|
|
|
|
|
|
|
|
|
||||
Total gathering volumes
|
|
1,405
|
|
|
983
|
|
|
422
|
|
|
43
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|
%
|
||||||
Operating data:
|
|
2017
|
|
2016
|
|
|
||||||
Compression volumes: (in BBtu/d)
|
|
|
|
|
|
|
|
|
||||
Total compression volumes
|
|
958
|
|
|
572
|
|
|
386
|
|
|
67
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|
%
|
||||||
Operating data:
|
|
2016
|
|
2015
|
|
|
||||||
Gathering volumes: (in BBtu/d)
|
|
|
|
|
|
|
|
|
||||
Total gathering volumes
|
|
983
|
|
|
647
|
|
|
336
|
|
|
52
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|
%
|
||||||
Operating data:
|
|
2016
|
|
2015
|
|
|
||||||
Compression volumes: (in BBtu/d)
|
|
|
|
|
|
|
|
|
||||
Total compression volumes
|
|
572
|
|
|
64
|
|
|
508
|
|
|
794
|
%
|
|
|
Successor
|
|
|
Predecessor
|
|
(Unaudited)
Combined Year |
|
Predecessor
|
|
|
|
Predecessor
|
|
|
||||||||||||||
Financial data:
(in thousands) |
|
Period from
November 13, 2017 to December 31, 2017 |
|
|
Period from
January 1, 2017 to November 12, 2017 |
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
|
|
Year Ended December 31, 2015
|
|
Change
|
||||||||||||||
|
|
|
|
|
|
Change
|
|
|
|||||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate
|
|
$
|
13,549
|
|
|
|
$
|
77,017
|
|
|
$
|
90,566
|
|
|
$
|
65,913
|
|
|
$
|
24,653
|
|
|
$
|
32,488
|
|
|
$
|
33,425
|
|
Third-party
|
|
56
|
|
|
|
5,965
|
|
|
6,021
|
|
|
3,611
|
|
|
2,410
|
|
|
4,760
|
|
|
(1,149
|
)
|
|||||||
Total operating revenues
|
|
13,605
|
|
|
|
82,982
|
|
|
96,587
|
|
|
69,524
|
|
|
27,063
|
|
|
37,248
|
|
|
32,276
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operation and maintenance expense
|
|
$
|
5,598
|
|
|
|
$
|
21,829
|
|
|
$
|
27,427
|
|
|
$
|
16,608
|
|
|
$
|
10,819
|
|
|
$
|
8,904
|
|
|
$
|
7,704
|
|
General and administrative expense
|
|
347
|
|
|
|
3,308
|
|
|
3,655
|
|
|
4,312
|
|
|
(657
|
)
|
|
4,009
|
|
|
303
|
|
|||||||
Incentive unit expense
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
|
(1,044
|
)
|
|||||||
Depreciation expense
|
|
3,515
|
|
|
|
15,096
|
|
|
18,611
|
|
|
14,330
|
|
|
4,281
|
|
|
10,089
|
|
|
4,241
|
|
|||||||
Amortization of intangible assets
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other expense
|
|
—
|
|
|
|
20
|
|
|
20
|
|
|
480
|
|
|
(460
|
)
|
|
51
|
|
|
429
|
|
|||||||
Total operating expenses
|
|
9,460
|
|
|
|
40,253
|
|
|
49,713
|
|
|
35,730
|
|
|
13,983
|
|
|
24,097
|
|
|
11,633
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income
|
|
$
|
4,145
|
|
|
|
$
|
42,729
|
|
|
$
|
46,874
|
|
|
$
|
33,794
|
|
|
$
|
13,080
|
|
|
$
|
13,151
|
|
|
$
|
20,643
|
|
Operating data:
|
|
Year Ended December 31,
|
|
|
|
%
|
||||||
Water services volumes: (in MMgal)
|
|
2017
|
|
2016
|
|
Change
|
|
|||||
Total water services volumes
|
|
1,833
|
|
|
1,253
|
|
|
580
|
|
|
46
|
%
|
Operating data:
|
|
Year Ended December 31,
|
|
Change
|
|
%
|
||||||
Water services volumes: (in MMgal)
|
|
2016
|
|
2015
|
|
|
||||||
Total water services volumes
|
|
1,253
|
|
|
777
|
|
|
476
|
|
|
61
|
%
|
•
|
the financial performance of our assets, without regard to financing methods, capital structure or historical cost basis;
|
•
|
our operating performance and return on capital as compared to other companies in the midstream energy sector, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing or capital structure;
|
•
|
our ability to incur and service debt and fund capital expenditures;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Period from
November 13, 2017 to December 31, 2017
|
|
|
Period from
January 1, 2017 to November 12, 2017
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
|
|
|
|
2016
(2)
|
|
2015
|
||||||||||
Adjusted EBITDA reconciliation to Net income:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
25,134
|
|
|
|
$
|
152,839
|
|
|
$
|
121,610
|
|
|
$
|
52,495
|
|
Interest expense
|
|
826
|
|
|
|
7,053
|
|
|
3,931
|
|
|
3,164
|
|
||||
Income tax expense
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,812
|
|
||||
Depreciation expense
|
|
7,480
|
|
|
|
26,420
|
|
|
25,170
|
|
|
16,399
|
|
||||
Acquisition costs
|
|
—
|
|
|
|
529
|
|
|
125
|
|
|
—
|
|
||||
Amortization of intangible assets
|
|
—
|
|
|
|
1,413
|
|
|
1,634
|
|
|
1,632
|
|
||||
Non-cash equity compensation expense
|
|
17
|
|
|
|
497
|
|
|
2,873
|
|
|
4,501
|
|
||||
Incentive unit expense
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
||||
Amortization of deferred financing costs
|
|
—
|
|
|
|
3,642
|
|
|
1,479
|
|
|
576
|
|
||||
Other expense
|
|
—
|
|
|
|
2,614
|
|
|
1,531
|
|
|
543
|
|
||||
Adjusted EBITDA attributable to Water Assets prior to acquisition
(1)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(22,386
|
)
|
||||
Adjusted EBITDA
|
|
$
|
33,457
|
|
|
|
$
|
195,007
|
|
|
$
|
158,353
|
|
|
$
|
63,780
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash interest expense
|
|
(826
|
)
|
|
|
(7,053
|
)
|
|
(3,931
|
)
|
|
(2,356
|
)
|
||||
Estimated maintenance capital expenditures
|
|
(2,397
|
)
|
|
|
(15,103
|
)
|
|
(11,200
|
)
|
|
(4,480
|
)
|
||||
Distributable cash flow
|
|
$
|
30,234
|
|
|
|
$
|
172,851
|
|
|
$
|
143,222
|
|
|
$
|
56,944
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of net cash provided by operating activities to distributable cash flow:
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
22,430
|
|
|
|
$
|
150,811
|
|
|
$
|
154,117
|
|
|
$
|
70,006
|
|
Interest expense
|
|
826
|
|
|
|
7,053
|
|
|
3,931
|
|
|
3,164
|
|
||||
Acquisition costs
|
|
—
|
|
|
|
529
|
|
|
125
|
|
|
—
|
|
||||
Cash interest expense
|
|
(826
|
)
|
|
|
(7,053
|
)
|
|
(3,931
|
)
|
|
(2,356
|
)
|
||||
Estimated maintenance capital expenditures
|
|
(2,397
|
)
|
|
|
(15,103
|
)
|
|
(11,200
|
)
|
|
(4,480
|
)
|
||||
Other expense
|
|
—
|
|
|
|
2,614
|
|
|
1,531
|
|
|
543
|
|
||||
Changes in operating assets and liabilities which provided (used) cash
|
|
10,201
|
|
|
|
34,000
|
|
|
(1,351
|
)
|
|
12,453
|
|
||||
Adjusted EBITDA attributable to Water Assets prior to acquisition
(1)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(22,386
|
)
|
||||
Distributable cash flow
|
|
$
|
30,234
|
|
|
|
$
|
172,851
|
|
|
$
|
143,222
|
|
|
$
|
56,944
|
|
(1)
|
Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our Adjusted EBITDA calculation as these amounts were generated by Rice Energy prior to the acquisition and are not attributable to our limited partners. Adjusted EBITDA attributable to the Water Assets prior to the acquisition for the year ended December 31, 2015 was calculated as net income of $7.3 million plus depreciation expense of $7 million, income tax expense of $5.8 million, incentive unit expense of $1.1 million and other charges of $1.2 million.
|
(2)
|
Includes post-acquisition results of the Vantage Midstream Entities. Please see Note 2 to the Consolidated Financial Statements included in this Annual Report for further detail regarding the Vantage Midstream Asset Acquisition.
|
•
|
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 each case to the extent such capital expenditures are expected to expand our capacity or our operating income. In the future, if we make acquisitions that increase system throughput or capacity or our operating income, the associated capital expenditures may also be considered expansion capital expenditures.
|
•
|
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.
|
|
Payments due by period
For the Year Ending December 31,
|
||||||||||||||||||||||||||
(in thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
286,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
286,000
|
|
Water infrastructure
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,547
|
|
|
19,547
|
|
|||||||
Purchase Obligations
|
7,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,031
|
|
|||||||
Operating lease obligations
|
1,164
|
|
|
1,164
|
|
|
606
|
|
|
323
|
|
|
323
|
|
|
—
|
|
|
3,580
|
|
|||||||
Total
|
$
|
8,851
|
|
|
$
|
287,164
|
|
|
$
|
606
|
|
|
$
|
323
|
|
|
$
|
323
|
|
|
$
|
32,013
|
|
|
$
|
329,280
|
|
|
Page
|
Rice Midstream Partners
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
(in thousands)
|
December 31, 2017
|
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
$
|
10,538
|
|
|
|
$
|
21,834
|
|
Accounts receivable
|
12,246
|
|
|
|
8,758
|
|
||
Accounts receivable - affiliate
|
46,182
|
|
|
|
11,838
|
|
||
Prepaid expenses, deposits and other
|
1,327
|
|
|
|
64
|
|
||
Total current assets
|
70,293
|
|
|
|
42,494
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
1,431,802
|
|
|
|
805,027
|
|
||
Deferred financing costs, net
|
—
|
|
|
|
12,591
|
|
||
Goodwill
|
1,346,918
|
|
|
|
494,580
|
|
||
Other assets
|
—
|
|
|
|
44,525
|
|
||
Total assets
|
$
|
2,849,013
|
|
|
|
$
|
1,399,217
|
|
|
|
|
|
|
||||
Liabilities and partners’ capital
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
4
|
|
|
|
4,172
|
|
||
Accrued capital expenditures
|
24,630
|
|
|
|
9,074
|
|
||
Other accrued liabilities
|
4,200
|
|
|
|
8,376
|
|
||
Total current liabilities
|
28,834
|
|
|
|
21,622
|
|
||
|
|
|
|
|
||||
Long-term liabilities:
|
|
|
|
|
||||
Revolving credit facility
|
286,000
|
|
|
|
190,000
|
|
||
Other long-term liabilities
|
9,360
|
|
|
|
5,189
|
|
||
Total liabilities
|
324,194
|
|
|
|
216,811
|
|
||
|
|
|
|
|
||||
Partners’ capital:
|
|
|
|
|
||||
Parent net equity
|
—
|
|
|
|
—
|
|
||
Common units (73,549,485 and 73,519,133 issued and outstanding at December 31, 2017 and 2016, respectively)
|
1,566,625
|
|
|
|
1,275,935
|
|
||
Subordinated units (28,753,623 issued and outstanding at December 31, 2017 and 2016)
|
612,454
|
|
|
|
(94,417
|
)
|
||
General Partner
|
345,740
|
|
|
|
888
|
|
||
Total partners’ capital
|
2,524,819
|
|
|
|
1,182,406
|
|
||
Total liabilities and partners’ capital
|
$
|
2,849,013
|
|
|
|
$
|
1,399,217
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Period from
November 13, 2017 to December 31, 2017 |
|
|
Period from January 1, 2017 to November 12, 2017
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except per unit data)
|
|
|
|
|
2016
|
|
2015
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
44,134
|
|
|
|
$
|
203,642
|
|
|
$
|
152,260
|
|
|
$
|
93,668
|
|
Third-party
|
|
85
|
|
|
|
46,832
|
|
|
49,363
|
|
|
20,791
|
|
||||
Total operating revenues
|
|
44,219
|
|
|
|
250,474
|
|
|
201,623
|
|
|
114,459
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Operation and maintenance expense
|
|
7,182
|
|
|
|
33,768
|
|
|
24,608
|
|
|
14,910
|
|
||||
General and administrative expense
(1)
|
|
3,612
|
|
|
|
22,252
|
|
|
21,613
|
|
|
17,895
|
|
||||
Incentive unit expense
(2)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
||||
Depreciation expense
|
|
7,480
|
|
|
|
26,420
|
|
|
25,170
|
|
|
16,399
|
|
||||
Acquisition costs
|
|
—
|
|
|
|
529
|
|
|
125
|
|
|
—
|
|
||||
Amortization of intangible assets
|
|
—
|
|
|
|
1,413
|
|
|
1,634
|
|
|
1,632
|
|
||||
Other expense
|
|
—
|
|
|
|
2,614
|
|
|
1,531
|
|
|
543
|
|
||||
Total operating expenses
|
|
18,274
|
|
|
|
86,996
|
|
|
74,681
|
|
|
52,423
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
25,945
|
|
|
|
163,478
|
|
|
126,942
|
|
|
62,036
|
|
||||
Other income
|
|
15
|
|
|
|
56
|
|
|
78
|
|
|
11
|
|
||||
Interest expense
(3)
|
|
(826
|
)
|
|
|
(7,053
|
)
|
|
(3,931
|
)
|
|
(3,164
|
)
|
||||
Amortization of deferred finance costs
|
|
—
|
|
|
|
(3,642
|
)
|
|
(1,479
|
)
|
|
(576
|
)
|
||||
Income before income taxes
|
|
25,134
|
|
|
|
152,839
|
|
|
121,610
|
|
|
58,307
|
|
||||
Income tax expense
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(5,812
|
)
|
||||
Net income
|
|
$
|
25,134
|
|
|
|
$
|
152,839
|
|
|
$
|
121,610
|
|
|
$
|
52,495
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of limited partner interest in net income:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
25,134
|
|
|
|
$
|
152,839
|
|
|
$
|
121,610
|
|
|
$
|
52,495
|
|
Less: Pre-acquisition net income allocated to general partner
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
7,296
|
|
||||
Less: General partner interest in net income attributable to incentive distribution rights
|
|
1,599
|
|
|
|
6,182
|
|
|
1,428
|
|
|
—
|
|
||||
Limited partner net income
|
|
$
|
23,535
|
|
|
|
$
|
146,657
|
|
|
$
|
120,182
|
|
|
$
|
45,199
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||
Common units (basic)
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.46
|
|
|
$
|
0.76
|
|
Common units (diluted)
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.45
|
|
|
$
|
0.76
|
|
Subordinated units
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.50
|
|
|
$
|
0.76
|
|
(1)
|
In the Successor period, general and administrative expenses include charges from EQT of
$2.9 million
. For the Predecessor period from January 1, 2017 to November 12, 2017, and for the years ended December 31, 2016 and 2015,
$19.4 million
,
$16.6 million
and
$11.9 million
of general and administrative expenses include charges from Rice Energy Inc. (Rice Energy), respectively.
|
(2)
|
Incentive unit expense for the year ended December 31,
2015
was allocated from Rice Energy.
|
(3)
|
Interest expense includes charges from Rice Energy of
$0.8 million
for the year ended December 31,
2015
.
|
(4)
|
Net income per limited partner unit does not include results attributable to the Pennsylvania and Ohio fresh water services assets (Water Assets) prior to their acquisition as those results are not attributable to limited partners of the Partnership.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Period from November 13, 2017 to December 31, 2017
|
|
|
Period from
January 1, 2017 to November 12, 2017
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
|
|
2016
|
|
2015
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
25,134
|
|
|
|
$
|
152,839
|
|
|
$
|
121,610
|
|
|
$
|
52,495
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
7,480
|
|
|
|
26,420
|
|
|
25,170
|
|
|
16,399
|
|
||||
Amortization of intangibles
|
—
|
|
|
|
1,413
|
|
|
1,634
|
|
|
1,632
|
|
||||
Amortization of deferred finance costs
|
—
|
|
|
|
3,642
|
|
|
1,479
|
|
|
576
|
|
||||
Incentive unit expense
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
||||
Equity compensation expense
|
17
|
|
|
|
497
|
|
|
2,854
|
|
|
4,501
|
|
||||
Deferred income tax expense
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,388
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(7,283
|
)
|
|
|
(30,540
|
)
|
|
(4,232
|
)
|
|
(14,174
|
)
|
||||
Prepaid expenses and other
|
176
|
|
|
|
(1,400
|
)
|
|
37
|
|
|
2
|
|
||||
Accounts payable
|
(2,327
|
)
|
|
|
1,751
|
|
|
373
|
|
|
(478
|
)
|
||||
Accrued liabilities
|
(767
|
)
|
|
|
(3,811
|
)
|
|
5,192
|
|
|
6,621
|
|
||||
Net cash provided by operating activities
|
22,430
|
|
|
|
150,811
|
|
|
154,117
|
|
|
70,006
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(34,553
|
)
|
|
|
(123,767
|
)
|
|
(121,087
|
)
|
|
(248,463
|
)
|
||||
Acquisition of Water Assets
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(131,528
|
)
|
||||
Acquisition of Vantage Midstream Assets
|
—
|
|
|
|
—
|
|
|
(600,000
|
)
|
|
—
|
|
||||
Other acquisitions
|
—
|
|
|
|
(7,654
|
)
|
|
—
|
|
|
—
|
|
||||
Net cash used in investing activities
|
(34,553
|
)
|
|
|
(131,421
|
)
|
|
(721,087
|
)
|
|
(379,991
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Purchase price in excess of related party net assets
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(68,470
|
)
|
||||
Proceeds from borrowings
|
20,000
|
|
|
|
76,000
|
|
|
233,000
|
|
|
313,000
|
|
||||
Repayments of borrowings
|
—
|
|
|
|
—
|
|
|
(186,000
|
)
|
|
(170,000
|
)
|
||||
Costs related to initial public offering
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
||||
Common units issuance, net of offering costs
|
—
|
|
|
|
—
|
|
|
620,330
|
|
|
171,902
|
|
||||
Additions to deferred financing costs
|
—
|
|
|
|
(81
|
)
|
|
(11,801
|
)
|
|
3
|
|
||||
Contributions from parent, net
|
—
|
|
|
|
—
|
|
|
39
|
|
|
78,480
|
|
||||
Distributions paid to GP Holdings
|
(10,041
|
)
|
|
|
(26,218
|
)
|
|
(25,473
|
)
|
|
(17,021
|
)
|
||||
Distributions paid to common unitholders
|
—
|
|
|
|
(78,223
|
)
|
|
(46,239
|
)
|
|
(17,017
|
)
|
||||
Employee tax withholding for settlement of phantom unit award vestings
|
—
|
|
|
|
—
|
|
|
(2,649
|
)
|
|
—
|
|
||||
Net cash provided by (used in) financing activities
|
9,959
|
|
|
|
(28,522
|
)
|
|
581,207
|
|
|
290,748
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net (decrease) increase in cash
|
(2,164
|
)
|
|
|
(9,132
|
)
|
|
14,237
|
|
|
(19,237
|
)
|
||||
Cash at the beginning of the period
|
12,702
|
|
|
|
21,834
|
|
|
7,597
|
|
|
26,834
|
|
||||
Cash at the end of the period
|
$
|
10,538
|
|
|
|
$
|
12,702
|
|
|
$
|
21,834
|
|
|
$
|
7,597
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Period from November 13, 2017 to December 31, 2017
|
|
|
Period from
January 1, 2017 to November 12, 2017
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
|
|
2016
|
|
2015
|
||||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
1,836
|
|
|
|
$
|
7,331
|
|
|
$
|
2,652
|
|
|
$
|
3,146
|
|
Capital expenditures financed by accounts payable
|
4
|
|
|
|
15,197
|
|
|
2,239
|
|
|
—
|
|
||||
Noncash elimination of deferred tax liabilities for the Water Assets
|
—
|
|
|
|
—
|
|
|
—
|
|
|
7,715
|
|
Predecessor
|
|
|
Limited Partners
|
|
|
|
|
||||||||||||
(in thousands)
|
Parent Net Equity
|
|
Common
|
|
Subordinated
|
|
General Partner
|
|
Total
|
||||||||||
Balance at January 1, 2015
|
$
|
36,594
|
|
|
$
|
442,451
|
|
|
$
|
(49,101
|
)
|
|
$
|
—
|
|
|
$
|
429,944
|
|
Contribution from parent, net
|
78,480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,480
|
|
|||||
Incentive compensation expense
|
1,044
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
|||||
Equity compensation expense
|
399
|
|
|
4,020
|
|
|
—
|
|
|
—
|
|
|
4,419
|
|
|||||
Offering costs related to the initial public offering
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||||
Distributions to unitholders
|
—
|
|
|
(17,019
|
)
|
|
(17,019
|
)
|
|
—
|
|
|
(34,038
|
)
|
|||||
Issuance of common units, net of offering costs
|
—
|
|
|
171,902
|
|
|
—
|
|
|
—
|
|
|
171,902
|
|
|||||
Elimination of current and deferred tax liabilities
|
7,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,715
|
|
|||||
Pre-acquisition net income allocated to general partner
|
7,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,296
|
|
|||||
Water Assets from Rice Energy
|
(131,528
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131,528
|
)
|
|||||
Purchase price in excess of net assets from Rice Energy
|
—
|
|
|
(8
|
)
|
|
(68,462
|
)
|
|
—
|
|
|
(68,470
|
)
|
|||||
Net income
|
—
|
|
|
23,340
|
|
|
21,859
|
|
|
—
|
|
|
45,199
|
|
|||||
Balance at December 31 2015
|
$
|
—
|
|
|
$
|
624,557
|
|
|
$
|
(112,723
|
)
|
|
$
|
—
|
|
|
$
|
511,834
|
|
Contributions from parent, net
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|||||
Equity compensation expense
|
—
|
|
|
306
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|||||
Distributions to unitholders
|
—
|
|
|
(46,243
|
)
|
|
(24,930
|
)
|
|
(540
|
)
|
|
(71,713
|
)
|
|||||
Issuance of common units to public, net of offering costs
|
—
|
|
|
620,330
|
|
|
—
|
|
|
—
|
|
|
620,330
|
|
|||||
Net income
|
—
|
|
|
76,985
|
|
|
43,197
|
|
|
1,428
|
|
|
121,610
|
|
|||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
1,275,935
|
|
|
$
|
(94,417
|
)
|
|
$
|
888
|
|
|
$
|
1,182,406
|
|
Equity compensation expense
|
—
|
|
|
497
|
|
|
—
|
|
|
—
|
|
|
497
|
|
|||||
Distributions to unitholders
|
—
|
|
|
(78,227
|
)
|
|
(30,588
|
)
|
|
(5,667
|
)
|
|
(114,482
|
)
|
|||||
Net income
|
—
|
|
|
105,432
|
|
|
41,225
|
|
|
6,182
|
|
|
152,839
|
|
|||||
Balance at November 12, 2017
|
$
|
—
|
|
|
$
|
1,303,637
|
|
|
$
|
(83,780
|
)
|
|
$
|
1,403
|
|
|
$
|
1,221,260
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at November 13, 2017
|
—
|
|
|
1,549,688
|
|
|
605,839
|
|
|
344,141
|
|
|
2,499,668
|
|
|||||
Equity compensation expense
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Net income
|
—
|
|
|
16,920
|
|
|
6,615
|
|
|
1,599
|
|
|
25,134
|
|
|||||
Balance, December 31, 2017
|
$
|
—
|
|
|
$
|
1,566,625
|
|
|
$
|
612,454
|
|
|
$
|
345,740
|
|
|
$
|
2,524,819
|
|
1.
|
Summary of Significant Accounting Policies and Related Matters
|
•
|
business services, such as payroll, accounts payable and facilities management;
|
•
|
corporate services, such as finance and accounting, legal, human resources and public and regulatory policy; and
|
•
|
employee compensation.
|
Predecessor
|
|
||
(in thousands)
|
|
||
Balance at December 31, 2015
|
$
|
3,048
|
|
Liabilities incurred
|
46
|
|
|
Liabilities assumed in Vantage Midstream Asset Acquisition
|
2,452
|
|
|
Liabilities settled
|
(46
|
)
|
|
Accretion expense
|
290
|
|
|
Balance at December 31, 2016
|
$
|
5,790
|
|
Liabilities incurred
|
384
|
|
|
Liabilities settled
|
(88
|
)
|
|
Accretion expense
|
393
|
|
|
Revisions in estimated liabilities
|
351
|
|
|
Balance at November 12, 2017
|
$
|
6,830
|
|
|
|
||
|
|
||
Successor
|
|
||
Revisions in estimated liabilities
(1)
|
2,489
|
|
|
Balance at November 13, 2017
|
9,319
|
|
|
Liabilities settled
|
(20
|
)
|
|
Accretion expense
|
22
|
|
|
Balance at December 31, 2017
|
$
|
9,321
|
|
(1)
|
Revisions in estimated liabilities reflect changes in assumptions associated with retirement costs and/or the estimated timing of settling retirement obligations. These revisions were recorded as an opening balance sheet adjustment at the Merger Date.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Period from
November 13, 2017 to December 31, 2017 |
|
|
Period from
January 1, 2017 to November 12, 2017 |
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
|
|
|
2016
|
|
2015
|
||||||||||
Interest incurred:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expensed
|
|
$
|
826
|
|
|
|
$
|
7,053
|
|
|
$
|
3,931
|
|
|
$
|
3,164
|
|
Interest capitalized
|
|
605
|
|
|
|
594
|
|
|
175
|
|
|
222
|
|
||||
Total incurred
|
|
$
|
1,431
|
|
|
|
$
|
7,647
|
|
|
$
|
4,106
|
|
|
$
|
3,386
|
|
(in thousands)
|
As of
December 31, 2017 |
|
As of
December 31, 2016
|
|||||
Natural gas gathering assets
|
$
|
1,138,581
|
|
|
$
|
675,830
|
|
|
Natural gas gathering assets in progress
|
101,154
|
|
|
3,780
|
|
|||
Accumulated depreciation
|
(4,020
|
)
|
|
(21,615
|
)
|
|||
Natural gas gathering assets, net
|
1,235,715
|
|
|
657,995
|
|
|||
Water service assets
|
176,209
|
|
|
165,482
|
|
|||
Water service assets in progress
|
17,616
|
|
|
4,060
|
|
|||
Accumulated depreciation
|
(3,363
|
)
|
|
(24,981
|
)
|
|||
Water service assets, net
|
190,462
|
|
|
144,561
|
|
|||
Other property and equipment, net
|
5,625
|
|
|
2,471
|
|
|||
Property and equipment, net
|
$
|
1,431,802
|
|
|
$
|
805,027
|
|
Predecessor
|
|
||
(in thousands)
|
Goodwill
|
||
Balance, December 31, 2015
|
$
|
39,142
|
|
Additions
|
455,438
|
|
|
Balance, December 31, 2016
|
$
|
494,580
|
|
Additions
|
—
|
|
|
Balance, November 12, 2017
|
$
|
494,580
|
|
|
|
||
|
|
||
Successor
|
|
||
Additional goodwill related to pushdown accounting, net of previously recognized
(1)
|
852,338
|
|
|
Balance, December 31, 2017
|
$
|
1,346,918
|
|
(1)
|
The Partnership has recorded goodwill as the excess of the estimated enterprise value over the sum of the fair value amounts allocated to the Partnership’s assets and liabilities. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment. See Note 2 for further information.
|
2.
|
Mergers and Acquisitions
|
(in thousands)
|
|
At November 13, 2017
|
||
Estimated Value of RMP
|
|
$
|
2,499,668
|
|
|
|
|
||
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
|
|
|
||
Current assets
|
|
$
|
65,300
|
|
Property and equipment, net
|
|
1,419,077
|
|
|
Other non-current assets
|
|
47
|
|
|
Current liabilities
|
|
(56,351
|
)
|
|
Revolving credit facility
|
|
(266,000
|
)
|
|
Other non-current liabilities
|
|
(9,323
|
)
|
|
Total estimated fair value of assets acquired and liabilities assumed
|
|
$
|
1,152,750
|
|
Goodwill
|
|
$
|
1,346,918
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
|
Period from
November 13, 2017 to December 31, 2017 |
|
|
Period from
January 1, 2017 to November 12, 2017
|
|
Period from October 19. 2016 to December 31, 2016
|
||||||
(in thousands)
|
|
|
|
|
|||||||||
Operating revenues
|
|
$
|
6,529
|
|
|
|
$
|
51,190
|
|
|
$
|
8,571
|
|
Net income
|
|
$
|
5,412
|
|
|
|
$
|
38,200
|
|
|
$
|
4,303
|
|
|
|
Predecessor
|
||||||
|
|
Year Ended
December 31,
|
||||||
(in thousands, except per unit data)
|
|
2016
|
|
2015
|
||||
Operating revenues
|
|
$
|
253,817
|
|
|
$
|
156,944
|
|
Limited partner net income
|
|
$
|
150,846
|
|
|
$
|
67,199
|
|
Earnings per common unit (basic)
|
|
$
|
1.54
|
|
|
$
|
0.84
|
|
Earnings per common unit (diluted)
|
|
$
|
1.54
|
|
|
$
|
0.83
|
|
Earnings per subordinated units
|
|
$
|
1.55
|
|
|
$
|
0.84
|
|
3.
|
Revolving Credit Facility
|
•
|
an interest coverage ratio, which is the ratio of the Partnership’s consolidated EBITDA (as defined within the Revolving Credit Facility) to its consolidated current interest expense of at least
2.50
to 1.0 at the end of each fiscal quarter;
|
•
|
a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than
4.75
to 1.0, and after electing to issue senior unsecured notes, a consolidated total leverage ratio of not more than
5.25
to 1.0, and, in each case, with certain increases in the permitted total leverage ratio following the completion of a material acquisition; and
|
•
|
if the Partnership elects to issue senior unsecured notes, a consolidated senior secured leverage ratio, which is the ratio of consolidated senior secured debt to consolidated EBITDA, of not more than
3.50
to 1.0.
|
4.
|
Commitments and Contingencies
|
5.
|
Partners’ Capital
|
|
Limited Partners
|
|
|
|
GP Holdings
|
||||||
|
Common
|
|
Subordinated
|
|
Total
|
|
Ownership %
|
||||
Balance, January 1, 2016
|
42,163,749
|
|
|
28,753,623
|
|
|
70,917,372
|
|
|
41
|
%
|
Equity offering in June 2016
|
9,200,000
|
|
|
—
|
|
|
9,200,000
|
|
|
|
|
Equity offering in October 2016
|
20,930,233
|
|
|
—
|
|
|
20,930,233
|
|
|
|
|
Common units issued under at the market program
(1)
|
944,700
|
|
|
—
|
|
|
944,700
|
|
|
|
|
Vested phantom units, net
|
280,451
|
|
|
—
|
|
|
280,451
|
|
|
|
|
Balance, December 31, 2016
|
73,519,133
|
|
|
28,753,623
|
|
|
102,272,756
|
|
|
28
|
%
|
Vested phantom units, net
(2)
|
30,352
|
|
|
—
|
|
|
30,352
|
|
|
—
|
%
|
Balance, December 31, 2017
|
73,549,485
|
|
|
28,753,623
|
|
|
102,303,108
|
|
|
28
|
%
|
(1)
|
In May 2016, the Partnership entered into an equity distribution agreement that established an at the market common unit offering program, pursuant to which a group of managers, acting as sales agents, may sell RMP common units having an aggregate offering price of up to $
100 million
(the ATM Program). The Partnership has used the net proceeds from the sale of common units pursuant to the ATM Program for general partnership purposes, including repayment of debt, acquisitions and capital expenditures.
|
(2)
|
All 2017 phantom unit vestings occurred prior to the Merger Date.
|
6.
|
Phantom Unit Awards
|
|
|
Number of
units
|
|
Weighted average grant date fair value
|
|||
Total unvested, January 1, 2016
|
|
432,628
|
|
|
$
|
16.52
|
|
Granted
|
|
30,352
|
|
|
17.81
|
|
|
Vested
|
|
(399,158
|
)
|
|
16.52
|
|
|
Forfeited
|
|
(33,470
|
)
|
|
16.50
|
|
|
Total unvested - December 31, 2016
|
|
30,352
|
|
|
$
|
17.81
|
|
Granted
(1)
|
|
20,688
|
|
|
24.41
|
|
|
Vested
(1)
|
|
(30,352
|
)
|
|
17.81
|
|
|
Total unvested - December 31, 2017
|
|
20,688
|
|
|
$
|
24.41
|
|
(1)
|
All 2017 equity-based awards were granted or vested prior to the Merger Date.
|
7.
|
Net Income per Limited Partner Unit and Cash Distributions
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(in thousands, except per unit data)
|
|
Period from
November 13, 2017 to December 31, 2017
|
|
|
Period from
January 1, 2017 to
November 12, 2017
|
|
Years Ended December 31,
|
||||||||||
2016
|
|
2015
|
|||||||||||||||
Net income
|
|
$
|
25,134
|
|
|
|
$
|
152,839
|
|
|
$
|
121,610
|
|
|
$
|
52,495
|
|
Less: Pre-acquisition net income allocated to general partner
(1)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
7,296
|
|
||||
Less: General partner interest in net income attributable to incentive distribution rights
|
|
1,599
|
|
|
|
6,182
|
|
|
1,428
|
|
|
—
|
|
||||
Limited partner net income
|
|
$
|
23,535
|
|
|
|
$
|
146,657
|
|
|
$
|
120,182
|
|
|
$
|
45,199
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income allocable to common units
|
|
$
|
16,920
|
|
|
|
$
|
105,432
|
|
|
$
|
76,985
|
|
|
$
|
23,340
|
|
Net income allocable to subordinated units
|
|
6,615
|
|
|
|
41,225
|
|
|
43,197
|
|
|
21,859
|
|
||||
Limited partner net income
|
|
$
|
23,535
|
|
|
|
$
|
146,657
|
|
|
$
|
120,182
|
|
|
$
|
45,199
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average limited partner units outstanding - basic:
|
|
|
|
|
|
|
|
|
|
||||||||
Common units
|
|
73,549,485
|
|
|
|
73,535,414
|
|
|
52,822,030
|
|
|
30,700,864
|
|
||||
Subordinated units
|
|
28,753,623
|
|
|
|
28,753,623
|
|
|
28,753,623
|
|
|
28,753,623
|
|
||||
Total
|
|
102,303,108
|
|
|
|
102,289,037
|
|
|
81,575,653
|
|
|
59,454,487
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average limited partner units outstanding - diluted:
|
|
|
|
|
|
|
|
|
|
||||||||
Common units
(2)
|
|
73,558,609
|
|
|
|
73,544,497
|
|
|
53,065,865
|
|
|
30,807,972
|
|
||||
Subordinated units
|
|
28,753,623
|
|
|
|
28,753,623
|
|
|
28,753,623
|
|
|
28,753,623
|
|
||||
Total
|
|
102,312,232
|
|
|
|
102,298,120
|
|
|
81,819,488
|
|
|
59,561,595
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit - basic:
|
|
|
|
|
|
|
|
|
|
||||||||
Common units
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.46
|
|
|
$
|
0.76
|
|
Subordinated units
(3)
|
|
0.23
|
|
|
|
1.43
|
|
|
1.50
|
|
|
0.76
|
|
||||
Total
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.47
|
|
|
$
|
0.76
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit - diluted:
|
|
|
|
|
|
|
|
|
|
||||||||
Common units
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.45
|
|
|
$
|
0.76
|
|
Subordinated units
(3)
|
|
0.23
|
|
|
|
1.43
|
|
|
1.50
|
|
|
0.76
|
|
||||
Total
|
|
$
|
0.23
|
|
|
|
$
|
1.43
|
|
|
$
|
1.47
|
|
|
$
|
0.76
|
|
(1)
|
Pre-acquisition net income allocated to the general partner relates to operations of the Water Assets for periods prior to their acquisition.
|
(2)
|
Diluted weighted-average limited partner common units includes the effect of
9,124
,
9,083
,
243,835
and
107,108
units for the period from November 13, 2017 to
December 31, 2017
, the period from January 1, 2017 to November 12, 2017 and for the years ended December 31,
2016
and
2015
, respectively.
|
|
|
|
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%
|
Quarters Ended
|
|
Total Quarterly Distribution per Unit
|
|
Date of Distribution
|
||
March 31, 2016
|
|
$
|
0.2100
|
|
|
May 12, 2016
|
June 30, 2016
|
|
$
|
0.2235
|
|
|
August 11, 2016
|
September 30, 2016
|
|
$
|
0.2370
|
|
|
November 10, 2016
|
December 31, 2016
|
|
$
|
0.2505
|
|
|
February 16, 2017
|
March 31, 2017
|
|
$
|
0.2608
|
|
|
May 18, 2017
|
June 30, 2017
|
|
$
|
0.2711
|
|
|
August 17, 2017
|
September 30, 2017
|
|
$
|
0.2814
|
|
|
November 16, 2017
|
December 31, 2017
|
|
$
|
0.2917
|
|
|
February 14, 2018
|
8.
|
Income Taxes
|
9.
|
Related Party Transactions
|
10.
|
Financial Information by Business Segment
|
|
Successor
|
||||||||||
|
Period from November 13, 2017 to December 31, 2017
|
||||||||||
(in thousands)
|
Gathering and Compression
|
|
Water Services
|
|
Consolidated Total
|
||||||
Total operating revenues
|
$
|
30,614
|
|
|
$
|
13,605
|
|
|
$
|
44,219
|
|
Total operating expenses
|
8,814
|
|
|
9,460
|
|
|
18,274
|
|
|||
Operating income
|
$
|
21,800
|
|
|
$
|
4,145
|
|
|
$
|
25,945
|
|
|
|
|
|
|
|
||||||
Segment assets
|
$
|
2,640,682
|
|
|
$
|
208,331
|
|
|
$
|
2,849,013
|
|
Depreciation expense
|
$
|
3,965
|
|
|
$
|
3,515
|
|
|
$
|
7,480
|
|
Capital expenditures for segment assets
|
$
|
28,320
|
|
|
$
|
6,233
|
|
|
$
|
34,553
|
|
|
Predecessor
|
||||||||||
|
Period from January 1, 2017 to November 12, 2017
|
||||||||||
(in thousands)
|
Gathering and Compression
|
|
Water Services
|
|
Consolidated Total
|
||||||
Total operating revenues
|
$
|
167,492
|
|
|
$
|
82,982
|
|
|
$
|
250,474
|
|
Total operating expenses
|
46,743
|
|
|
40,253
|
|
|
86,996
|
|
|||
Operating income
|
$
|
120,749
|
|
|
$
|
42,729
|
|
|
$
|
163,478
|
|
|
|
|
|
|
|
||||||
Depreciation expense
|
$
|
11,324
|
|
|
$
|
15,096
|
|
|
$
|
26,420
|
|
Capital expenditures for segment assets
|
$
|
113,373
|
|
|
$
|
10,394
|
|
|
$
|
123,767
|
|
|
Predecessor
|
||||||||||
|
Year Ended December 31, 2016
|
||||||||||
(in thousands)
|
Gathering and Compression
|
|
Water Services
|
|
Consolidated Total
|
||||||
Total operating revenues
|
$
|
132,099
|
|
|
$
|
69,524
|
|
|
$
|
201,623
|
|
Total operating expenses
|
38,951
|
|
|
35,730
|
|
|
74,681
|
|
|||
Operating income
|
$
|
93,148
|
|
|
$
|
33,794
|
|
|
$
|
126,942
|
|
|
|
|
|
|
|
||||||
Segment assets
|
$
|
1,260,681
|
|
|
$
|
138,536
|
|
|
$
|
1,399,217
|
|
Depreciation expense
|
$
|
10,840
|
|
|
$
|
14,330
|
|
|
$
|
25,170
|
|
Capital expenditures for segment assets
|
$
|
113,033
|
|
|
$
|
8,054
|
|
|
$
|
121,087
|
|
|
Predecessor
|
||||||||||
|
Year Ended December 31, 2015
|
||||||||||
(in thousands)
|
Gathering and Compression
|
|
Water Services
|
|
Consolidated Total
|
||||||
Total operating revenues
|
$
|
77,211
|
|
|
$
|
37,248
|
|
|
$
|
114,459
|
|
Total operating expenses
|
28,326
|
|
|
24,097
|
|
|
52,423
|
|
|||
Operating income
|
$
|
48,885
|
|
|
$
|
13,151
|
|
|
$
|
62,036
|
|
|
|
|
|
|
|
||||||
Segment assets
|
$
|
547,810
|
|
|
$
|
141,980
|
|
|
$
|
689,790
|
|
Depreciation expense
|
$
|
6,310
|
|
|
$
|
10,089
|
|
|
$
|
16,399
|
|
Capital expenditures for segment assets
|
$
|
149,706
|
|
|
$
|
98,757
|
|
|
$
|
248,463
|
|
11.
|
Quarterly Financial Information (Unaudited)
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||
Year ended December 31, 2017:
(1)
|
First
quarter
|
|
Second quarter
|
|
Third quarter
|
|
Period from October 1 to November 12
|
|
|
Period from November 13 to December 31
|
||||||||||
Operating revenues
|
$
|
62,750
|
|
|
$
|
72,377
|
|
|
$
|
81,701
|
|
|
$
|
33,646
|
|
|
|
$
|
44,219
|
|
Operating expenses
|
22,154
|
|
|
25,363
|
|
|
27,054
|
|
|
12,424
|
|
|
|
18,274
|
|
|||||
Operating income
|
40,596
|
|
|
47,014
|
|
|
54,647
|
|
|
21,222
|
|
|
|
25,945
|
|
|||||
Net income
|
$
|
37,615
|
|
|
$
|
44,060
|
|
|
$
|
51,454
|
|
|
$
|
19,710
|
|
|
|
$
|
25,134
|
|
Net income per limited partner unit - basic
|
$
|
0.36
|
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.18
|
|
|
|
$
|
0.23
|
|
Net income per limited partner unit - diluted
|
$
|
0.36
|
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.18
|
|
|
|
$
|
0.23
|
|
|
Predecessor
|
||||||||||||||
Year ended December 31, 2016:
(1)
|
First
quarter
|
|
Second quarter
|
|
Third quarter
|
|
Fourth quarter
(2)
|
||||||||
Operating revenues
|
$
|
54,543
|
|
|
$
|
46,547
|
|
|
$
|
41,067
|
|
|
$
|
59,466
|
|
Operating expenses
|
18,926
|
|
|
17,547
|
|
|
15,531
|
|
|
22,677
|
|
||||
Operating income
|
35,617
|
|
|
29,000
|
|
|
25,536
|
|
|
36,789
|
|
||||
Net income
|
$
|
34,426
|
|
|
$
|
27,936
|
|
|
$
|
24,989
|
|
|
$
|
34,529
|
|
Net income per limited partner unit - basic
|
$
|
0.49
|
|
|
$
|
0.38
|
|
|
$
|
0.30
|
|
|
$
|
0.33
|
|
Net income per limited partner unit - diluted
|
$
|
0.48
|
|
|
$
|
0.38
|
|
|
$
|
0.30
|
|
|
$
|
0.33
|
|
(1)
|
The sum of quarterly data in some cases may not equal the yearly total due to rounding.
|
(2)
|
Includes the results of the Vantage Midstream Entities for the period from October 19, 2016 to December 31, 2016.
|
Name
|
Age
|
Position with Our General Partner
|
J.J. Ashcroft III
|
45
|
Director, Senior Vice President and Chief Operating Officer
|
L.B. Gardner
|
60
|
Director
|
S.C. Hildebrandt
|
53
|
Director
|
D.M. Leland
|
56
|
Director
|
J.H. Lytal
|
60
|
Director
|
R.J. McNally
|
47
|
Director, Senior Vice President and Chief Financial Officer
|
D.L. Porges
|
60
|
Chairman
|
S.T. Schlotterbeck
|
52
|
Director, President and Chief Executive Officer
|
J.S. Smith
|
45
|
Chief Accounting Officer
|
R.F. Vagt
|
70
|
Director
|
•
|
Steven T. Schlotterbeck, President and Chief Executive Officer;
|
•
|
Robert J. McNally, Senior Vice President and Chief Financial Officer;
|
•
|
Daniel J. Rice, IV, former Chief Executive Officer;
|
•
|
Grayson T. Lisenby, former Senior Vice President and Chief Financial Officer;
|
•
|
William E. Jordan, former Senior Vice President, General Counsel and Corporate Secretary; and
|
•
|
Robert R. Wingo, former Senior Vice President and Chief Operating Officer.
|
Name and Principal Position (1)
|
|
Year
|
|
Salary
($)(2)
|
|
Bonus
($)
|
|
Stock Awards
($)(3)
|
|
Option Awards
($)(3)
|
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
|
All Other
Compensation
($)(5)
|
|
Total
($)
|
S.T. Schlotterbeck
President and Chief Executive Officer
|
|
2017
|
|
18,515
|
|
—
|
|
—
|
|
—
|
|
52,603
|
|
5,420
|
|
76,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R.J. McNally
Senior Vice President and Chief Financial Officer
|
|
2017
|
|
12,263
|
|
—
|
|
—
|
|
—
|
|
19,068
|
|
2,847
|
|
34,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.J. Rice IV
Former Chief Executive Officer
|
|
2017
|
|
76,923
|
|
—
|
|
—
|
|
—
|
|
104,474
|
|
2,128
|
|
183,525
|
|
2016
|
|
80,000
|
|
—
|
|
—
|
|
—
|
|
114,240
|
|
478
|
|
194,718
|
|
|
2015
|
|
40,000
|
|
—
|
|
—
|
|
—
|
|
55,897
|
|
1,590
|
|
97,487
|
|
G.T. Lisenby
Former Senior Vice President and Chief Financial Officer
|
|
2017
|
|
76,923
|
|
—
|
|
—
|
|
—
|
|
104,474
|
|
3,600
|
|
184,997
|
|
2016
|
|
80,000
|
|
—
|
|
—
|
|
—
|
|
114,240
|
|
1,435
|
|
195,675
|
|
|
2015
|
|
40,000
|
|
—
|
|
—
|
|
—
|
|
55,897
|
|
—
|
|
95,897
|
|
W.E. Jordan
Former Senior Vice President, General Counsel and Corporate Secretary
|
|
2017
|
|
70,269
|
|
—
|
|
—
|
|
—
|
|
94,976
|
|
3,600
|
|
168,845
|
|
2016
|
|
73,000
|
|
—
|
|
—
|
|
—
|
|
96,018
|
|
1,452
|
|
170,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R.R. Wingo
Former Senior Vice President and Chief Operating Officer
|
|
2017
|
|
159,808
|
|
—
|
|
—
|
|
—
|
|
237,440
|
|
9,000
|
|
406,248
|
|
2016
|
|
175,000
|
|
—
|
|
—
|
|
—
|
|
234,728
|
|
3,646
|
|
413,374
|
|
|
2015
|
|
137,500
|
|
—
|
|
—
|
|
—
|
|
76,150
|
|
7,950
|
|
221,600
|
(1)
|
No other executive officers who served during 2017 had more than $100,000 of their compensation allocated to us in 2017.
|
(2)
|
For the EQT Executives, this column represents the portion of base salary paid to the executive by EQT following the Mergers that was reimbursable by us under the Amended Omnibus Agreement. For the Former Rice Executives, this column represents the portion of the base salary paid to the executive by Rice Energy prior to the Mergers that was reimbursable by us under the Initial Omnibus Agreement.
|
(3)
|
No awards were granted under the LTIP to the named executive officers in 2017. None of the awards granted to the Former Rice Executives under the Rice Energy Inc. 2014 Long-Term Incentive Plan or the EQT Executives under the EQT Corporation 2014 Long-Term Incentive Plan were reimbursable by us.
|
(4)
|
For the EQT Executives, this column reflects the dollar value of annual incentive compensation earned under the EQT Executive STIP (as defined and described under the caption “Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table” below) that was reimbursable by us under the Amended Omnibus Agreement. See “Non-Equity Incentive Plan Compensation - EQT Executive Short-Term Incentive Plan (EQT Executive STIP)” under the caption “Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table” below for further discussion of the EQT Executive STIP for the 2017 plan year. For the Former Rice Executives, for 2017, this column reflects the dollar value of the annual bonuses allocated to us for the ten and a half months of service provided by the Former Rice Executives. See “Non-Equity Incentive Plan Compensation - Rice Energy Inc. Annual Incentive Bonus Plan (Rice Annual Bonus Plan)” under the caption “Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table” below for further discussion of the Rice Annual Bonus Plan for the 2017 plan year.
|
(5)
|
For the EQT Executives, this column includes the portion reimbursable by us under the Amended Omnibus Agreement of EQT’s contributions to the EQT Corporation 401(k) plan and 2006 Payroll Deduction and Contribution Program. Once 401(k) contributions for the EQT Executives reach the maximum level permitted under the EQT Corporation 401(k) plan, EQT contributions are continued
|
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
||||
Name
|
|
Type of Award
($)(1)
|
|
Percentage of Award Reimbursed (%)
|
|
Threshold
($)(2)
|
|
Target
($)(2)
|
|
Maximum
($)(2)
|
S.T. Schlotterbeck
|
|
ESTIP
|
|
20
|
|
—
|
|
22,356
|
|
131,507
|
R.J. McNally
|
|
ESTIP
|
|
20
|
|
—
|
|
9,370
|
|
131,507
|
D.J. Rice IV
|
|
RAIB
|
|
20
|
|
35,200
|
|
70,400
|
|
140,800
|
G.T. Lisenby
|
|
RAIB
|
|
20
|
|
35,200
|
|
70,400
|
|
140,800
|
W.E. Jordan
|
|
RAIB
|
|
20
|
|
32,000
|
|
64,000
|
|
128,000
|
R.R. Wingo
|
|
RAIB
|
|
50
|
|
80,000
|
|
160,000
|
|
320,000
|
(1)
|
Type of Award:
|
(2)
|
For the EQT Executives, these columns reflect the amount we would be allocated based upon the target and maximum amounts under the EQT Executive STIP for the 2017 plan year under the Amended Omnibus Agreement. Under the EQT Executive STIP, a formula based on adjusted 2017 EQT EBITDA compared to EQT’s business plan establishes the maximum payment from which the EQT MDC Committee typically exercises its discretion downward in determining the actual payment. The payout amounts could range from no payment, to the percentage of base salary identified as the target annual incentive award (target), to $5 million (maximum). See “Non-Equity Incentive Plan Compensation - EQT Executive Short-Term Incentive Plan (EQT Executive STIP)” under the caption “Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table” below for further discussion of the EQT Executive STIP for the 2017 plan year. For the Former Rice Executives, the amounts in these columns reflect the amount we would be allocated based upon the threshold, target and maximum values of the 2017 grants under the Rice Annual Bonus Plan. See “Non-Equity Incentive Plan Compensation - Rice Energy Inc. Annual Incentive Bonus Plan (Rice Annual Bonus Plan)” under the caption “Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table” below for further discussion of the Rice Annual Bonus Plan for the 2017 plan year.
|
ADJUSTED 2017 EQT EBITDA COMPARED TO
BUSINESS PLAN
|
|
PERCENTAGE OF ADJUSTED 2017 EQT EBITDA AVAILABLE FOR EQT EXECUTIVE OFFICER 2017 ANNUAL INCENTIVE AWARDS
|
|
At or above plan
|
|
2
|
%
|
5% below plan
|
|
1.5
|
%
|
25% below plan
|
|
1
|
%
|
Greater than 25% below plan
|
|
No bonus
|
|
Named Executive Officer
|
|
2017 Target Bonus
|
D.J. Rice, IV
|
|
$352,000
|
G.T. Lisenby
|
|
$352,000
|
W.E. Jordan
|
|
$320,000
|
R.R. Wingo
|
|
$320,000
|
Metric
|
|
Percentage of Award
|
|
Net Production (MMcfe/d)
|
|
25
|
%
|
E&P CapEx
|
|
20
|
%
|
Midstream CapEx
|
|
20
|
%
|
G&A ($MM)
|
|
10
|
%
|
LOE ($/Mcfe)
|
|
5
|
%
|
Safety (% improvement)
|
|
20
|
%
|
Total
|
|
100
|
%
|
(1)
|
Messrs. Rice III, Rice IV and Wingo served as directors until the Mergers and did not receive additional compensation for serving as directors. Mr. Vagt did not receive any compensation for serving as a director during 2017. Messrs. Ashcroft, Gardner, McNally, Porges and Schlotterbeck did not receive additional compensation for serving as directors after the Mergers.
|
(2)
|
Amounts reflect the grant date fair value of phantom units granted on May 31, 2017 to Messrs. Leland and Lytal and Ms. Hildebrandt, calculated in accordance with FASB ASC Topic 718. The amounts are calculated by multiplying the number of units granted (Mr. Leland 6,964, Mr. Lytal 6,964 and Ms. Hildebrandt 6,760) by the closing price of units on the day prior to the date of grant ($24.41).
|
•
|
our general partner;
|
•
|
beneficial owners of 5% or more of our common units;
|
•
|
each director and named executive officer; and
|
•
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
(1)
|
|
Common Units Beneficially Owned
(2)
|
|
Percentage of Common Units Beneficially Owned
(3)
|
|
Subordinated Units Beneficially Owned
|
|
Percentage of Subordinated Units Beneficially Owned
|
|
Percentage of Common and Subordinated Units Beneficially Owned
(3)
|
|||||
EQT
(4)
|
|
3,623
|
|
|
*
|
|
|
28,753,623
|
|
|
100%
|
|
|
28.1
|
%
|
OppenheimerFunds, Inc.
(5)
|
|
8,037,144
|
|
|
10.9
|
%
|
|
—
|
|
|
—
|
|
|
7.9
|
%
|
Harvest Fund Advisors, LLC
(6)
|
|
7,105,148
|
|
|
9.7
|
%
|
|
—
|
|
|
—
|
|
|
6.9
|
%
|
Tortoise Capital Advisors, LLC
(7)
|
|
6,179,074
|
|
|
8.4
|
%
|
|
—
|
|
|
—
|
|
|
6.0
|
%
|
ALPS Advisors, Inc.
(8)
|
|
6,122,118
|
|
|
8.3
|
%
|
|
—
|
|
|
—
|
|
|
6.0
|
%
|
Salient Capital Advisors, LLC, LP
(9)
|
|
5,386,008
|
|
|
7.3
|
%
|
|
—
|
|
|
—
|
|
|
5.3
|
%
|
Goldman Sachs Asset Management
(10)
|
|
5,256,021
|
|
|
7.2
|
%
|
|
—
|
|
|
—
|
|
|
5.1
|
%
|
S.T. Schlotterbeck
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
R.J. McNally
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
J.J. Ashcroft III
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
L.B. Gardner
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
D.L. Porges
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
S.C. Hildebrandt
|
|
11,762
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
D.M. Leland
|
|
53,311
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
J.H. Lytal
|
|
17,566
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
R. F. Vagt
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
D.J. Rice IV
|
|
11,380
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
G.T. Lisenby
|
|
27,007
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
W.E. Jordan
|
|
17,611
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
R.R. Wingo
|
|
29,108
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
All directors and executive officers as a group (14 persons)
|
|
167,745
|
|
|
*
|
|
|
—
|
|
|
—
|
%
|
|
*
|
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise indicated, the address for all beneficial owners in this table is c/o Rice Midstream Partners LP, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222.
|
(2)
|
This column does not include 6,694, 6,694, and 6,760 phantom units held by Messrs. Leland and Lytal and Ms. Hildebrandt, respectively, that were granted in connection with their respective service as directors and which will cliff vest at the end of the requisite service period in our common units.
|
(3)
|
Percentages of beneficial ownership are based on 73,549,485 common units and 28,753,623 subordinated units outstanding as of February 1, 2018. See Note 7 to the Consolidated Financial Statements for a discussion of the conversion of the subordinated units to common units.
|
(4)
|
As a result of the Mergers, EQT acquired beneficial ownership, indirectly through Rice Midstream GP Holdings LP, of 3,623 common units representing limited partner interests in us, 28,753,623 subordinated units representing limited partner interests in us and all of our incentive distribution rights.
|
(5)
|
Information based on an SEC Schedule 13G filed on February 6, 2018 reporting that OppenheimerFunds, Inc. has shared voting power and shared dispositive power over 8,037,144 common units. The address of the beneficial owner is 225 Liberty Street, New York, NY 10281.
|
(6)
|
Information based on an SEC Schedule 13G filed on October 26, 2017 reporting that Harvest Fund Advisors, LLC has sole voting power and sole dispositive power over 7,105,148 common units. The address of the beneficial owner is 100 W. Lancaster Avenue, Suite 200, Wayne, PA 19087.
|
(7)
|
Information based on an SEC Schedule 13G filed on February 13, 2018 reporting that Tortoise Capital Advisors, LLC has sole voting power and sole dispositive power over 1,156,485 common units and shared voting power and shared dispositive power over 5,022,589 common units. The address of the beneficial owner is 11550 Ash Street, Suite 300, Leawood, Kansas 66211.
|
(8)
|
Information based on SEC Schedule 13G filed on February 7, 2018 reporting that ALPS Advisors, Inc. has shared voting and shared dispositive power over 6,112,118 common units, of which 6,068,989 common units are attributable to Alerian MLP ETF, an investment company to which ALPS Advisors, Inc. furnishes investment advice. Alerian MLP ETF has shared voting and dispositive power with respect to the 6,068,989 common units. The address of the beneficial owner is 1290 Broadway, Suite 1100, Denver, CO 80203.
|
(9)
|
Unit information based on a SEC Schedule 13G filed on January 18, 2018 reporting that Salient Advisors, LLC has sole voting and dispositive power over 5,386,008 common units. The address of the beneficial owner is 4265 San Felipe, 8th Floor, Houston, Texas 77027.
|
(10)
|
Information based on an SEC Schedule 13G filed on February 7, 2018 reporting that Goldman Sachs Asset Management, LP has shared voting power and shared dispositive power over 5,256,021 common units. The address of the beneficial owner is 200 West Street, New York, NY 10282.
|
Name
|
|
Exercisable
Stock Options (1) |
|
Number of EQT Shares Beneficially Owned
(2)
|
|
Percent of Class
(3)
|
||
S.T. Schlotterbeck
(4)
|
|
143,400
|
|
|
190,798
|
|
|
*
|
R.J. McNally
|
|
—
|
|
|
27,389
|
|
|
*
|
J.J. Ashcroft III
|
|
—
|
|
|
47,014
|
|
|
*
|
L.B. Gardner
|
|
33,300
|
|
|
47,575
|
|
|
*
|
D.L. Porges
(5)
|
|
299,700
|
|
|
502,108
|
|
|
*
|
S.C. Hildebrandt
|
|
—
|
|
|
—
|
|
|
*
|
D.M. Leland
|
|
—
|
|
|
—
|
|
|
*
|
J.H. Lytal
|
|
—
|
|
|
—
|
|
|
*
|
R.F. Vagt
|
|
—
|
|
|
18,669
|
|
|
*
|
D. J. Rice IV
|
|
—
|
|
|
223,419
|
|
|
*
|
G.T. Lisenby
|
|
—
|
|
|
61,719
|
|
|
*
|
W.E. Jordan
|
|
—
|
|
|
96,999
|
|
|
*
|
R.R. Wingo
|
|
—
|
|
|
72,471
|
|
|
*
|
All directors and executive officers as a group (14) persons
|
|
476,400
|
|
|
1,288,161
|
|
|
*
|
(1)
|
This column reflects the number of shares of EQT common stock that the executive officers and directors had a right to acquire within 60 days after February 1, 2018 through the exercise of stock options.
|
(2)
|
This column reflects shares held of record and shares owned through a bank, broker or other nominee, including, for EQT employees, shares owned through EQT’s 401(k) plan. For Messrs. Rice IV and Vagt, this column also reflects 380 deferred stock units, including accrued dividends thereon, awarded in connection with their service as non-employee directors of EQT that will be settled in EQT common stock, over which they have no voting or investment power prior to settlement.
|
(3)
|
This column reflects (i) the sum of the shares beneficially owned, the options exercisable within 60 days of February 1, 2018 and Messrs. Rice IV’s and Vagt’s deferred stock units that will be settled in EQT common stock, as a percentage of (ii) the sum of EQT’s outstanding shares at February 1, 2018, all options exercisable within 60 days of February 1, 2018 and Messrs. Rice IV’s and Vagt’s deferred stock units that will be settled in EQT common stock upon termination of their respective service on the EQT
|
(4)
|
Shares beneficially owned include 28,012 shares owned by Mr. Schlotterbeck's wife.
|
(5)
|
Shares beneficially owned include 50,000 shares that are held in a trust of which Mr. Porges is a co-trustee and in which he shares voting and investment power.
|
Plan Category
|
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
(a)
(1)
|
|
Weighted
average exercise price of outstanding options, warrants and rights
(b)
(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
(3)
|
|||
Equity compensation plans approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
20,688
|
|
|
N/A
|
|
|
7,168,344
|
|
Total
|
|
20,688
|
|
|
N/A
|
|
|
7,168,344
|
|
(1)
|
The amounts in column (a) of this table reflect only phantom units that are settled in our common units that have been granted under the RMP LTIP. No equity or equity-based awards have been granted by us other than phantom units under the RMP LTIP.
|
(2)
|
This column is not applicable because phantom units do not have an exercise price.
|
(3)
|
The figures in this column reflect the total number of common units remaining available for future issuance under the RMP LTIP as of December 31, 2017. Such figures take into account 7,500,000 million units provided under the RMP LTIP less phantom unit awards which have vested or remain outstanding at December 31, 2017. The RMP LTIP was adopted by our general partner in connection with but prior to the closing of our IPO and provides for the grant of a wide variety of cash and equity awards. For a summary of the material terms of the RMP LTIP, please refer to the section of our Registration Statement on Form S-1 initially filed with the SEC on December 8, 2014, entitled “Management-Long-Term Incentive Plan.”
|
The aggregate consideration received by our general partner and its affiliates, including Rice Energy, for the contribution of our initial assets
|
3,623 common units;
28,753,623 subordinated units;
the non-economic general partner interest;
the incentive distribution rights; and
approximately $414.4 million of the net proceeds from our IPO, $195.3 million of which represents a reimbursement of capital expenditures incurred by Rice Energy on our behalf and $219.1 million of which represents a distribution to Rice Energy.
|
Liquidation
|
Upon our liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions according to their respective capital account balances.
|
•
|
EQT joined the amended and restated omnibus agreement as a party and assumed certain rights and obligations of LLC Sub (as successor-in-interest to Rice Energy) as further discussed below;
|
•
|
EQT granted us a right of first offer, subject to certain exceptions, on any future divestiture of EQT’s (or its affiliates’) interests in its gas gathering system in the Utica Shale in Belmont County, Ohio, which is a continuation of the right of first offer granted by Rice Energy under the omnibus agreement entered into in connection with our IPO;
|
•
|
We are obligated to reimburse EQT or its designees for all expenses incurred by EQT or its affiliates (or payments made on our behalf) in conjunction with its provision of general and administrative services to us, including but not limited to, our publicly traded partnership expenses and an allocated portion of the compensation expense of the executive officers and other employees of EQT and its affiliates who perform general and administrative services for us or on our behalf; and
|
•
|
LLC Sub (as successor-in-interest to Rice Energy) has provided us with a license to use certain Rice Energy-related names and trademarks in connection with our operations.
|
•
|
EQT joined the amended and restated employee secondment agreement as a party and assumed the rights and obligations of LLC Sub (as successor-in-interest to Rice Energy) thereunder; and
|
•
|
specified employees of EQT (or certain of its affiliates) will be seconded to us to provide operating and other services with respect to our business under the direction, supervision and control of us or our general partner.
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
DESCRIPTION OF EXPENSES
|
|
|
|
|
|
|
||||||
Reimbursement under omnibus agreement
|
|
$
|
19,366
|
|
|
$
|
16,597
|
|
|
$
|
11,863
|
|
Reimbursement under secondment agreement
|
|
$
|
2,860
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
|
Years Ended December 31,
|
||||||||||
Description of Revenue
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gathering and compression
|
|
$
|
198,106
|
|
|
$
|
132,099
|
|
|
$
|
77,211
|
|
Water services
|
|
$
|
96,587
|
|
|
$
|
69,524
|
|
|
$
|
37,248
|
|
•
|
approved by the Conflicts Committee of our general partner, although our general partner is under no obligation to seek such approval; or
|
•
|
approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates.
|
(in thousands)
|
2017
|
|
2016
|
||||
Audit Fees
(1)
|
$
|
607.0
|
|
|
$
|
740.0
|
|
Audit-Related Fees
|
—
|
|
|
—
|
|
||
Tax Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
607.0
|
|
|
$
|
740.0
|
|
(1)
|
For fiscal year 2017 and 2016, includes E&Y fees for professional services provided in connection with (a) audit of our financial statements and internal control over financial reporting, (b) review of our quarterly consolidated financial statements and (c) review of our filings with the SEC, including review of registration statements, comfort letters and consents.
|
(2)
|
$213,933 of the total audit fees for 2017 was incurred following the closing of the Mergers.
|
•
|
Bookkeeping or other services related to the accounting records or financial statements
|
•
|
Financial information systems design and implementation
|
•
|
Appraisal or valuation services, fairness opinions or contribution-in-kind reports
|
•
|
Actuarial services
|
•
|
Internal audit outsourcing services
|
•
|
Management functions
|
•
|
Human resources functions
|
•
|
Broker-dealer, investment adviser or investment banking services
|
•
|
Legal services
|
•
|
Expert services unrelated to the audit
|
•
|
Prohibited tax services
|
a.
|
The following documents are filed as a part of this Annual Report on Form 10-K or incorporated herein by reference:
|
(1)
|
Financial Statements:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
Exhibit No.
|
Description
|
2.1***
|
|
2.2***
|
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
|
3.5
|
|
4.1
|
|
4.2
|
|
4.3
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7†
|
|
RICE MIDSTREAM PARTNERS LP
|
|
|
By:
|
Rice Midstream Management LLC, its General Partner
|
By:
|
/s/ STEVEN T. SCHLOTTERBECK
|
|
Steven T. Schlotterbeck
|
|
President and Chief Executive Officer
|
|
February 15, 2018
|
Signature
|
|
Title (Position with Rice Midstream Management LLC)
|
|
Date
|
|
|
|
|
|
/s/ STEVEN T. SCHLOTTERBECK
|
|
President, Chief Executive Officer, and Director
|
|
February 15, 2018
|
Steven T. Schlotterbeck
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ ROBERT J. MCNALLY
|
|
Senior Vice President, Chief Financial Officer, and Director
|
|
February 15, 2018
|
Robert J. McNally
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ JIMMI SUE SMITH
|
|
Chief Accounting Officer
|
|
February 15, 2018
|
Jimmi Sue Smith
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JEREMIAH J. ASHCROFT III
|
|
Director
|
|
February 15, 2018
|
Jeremiah J. Ashcroft III
|
|
|
|
|
|
|
|
|
|
/s/ LEWIS B. GARDNER
|
|
Director
|
|
February 15, 2018
|
Lewis B. Gardner
|
|
|
|
|
|
|
|
|
|
/s/ STEPHANIE C. HILDEBRANDT
|
|
Director
|
|
February 15, 2018
|
Stephanie C. Hildebrandt
|
|
|
|
|
|
|
|
|
|
/s/ D. MARK LELAND
|
|
Director
|
|
February 15, 2018
|
D. Mark Leland
|
|
|
|
|
|
|
|
|
|
/s/ JAMES H. LYTAL
|
|
Director
|
|
February 15, 2018
|
James H. Lytal
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. PORGES
|
|
Chairman
|
|
February 15, 2018
|
David L. Porges
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT F. VAGT
|
|
Director
|
|
February 15, 2018
|
Robert F. Vagt
|
|
|
|
|
1 Year RICE MIDSTREAM PARTNERS LP Chart |
1 Month RICE MIDSTREAM PARTNERS LP Chart |
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