Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2016shares | |
Entity Registrant Name | EQT Midstream Partners, LP |
Entity Central Index Key | 1,540,947 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2016 |
Amendment Flag | false |
Current Fiscal Year End | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q2 |
Common Units | |
Entity Common Units, Unit Outstanding | 80,581,758 |
General Partner Units | |
Entity Common Units, Unit Outstanding | 1,443,015 |
Statements of Consolidated Oper
Statements of Consolidated Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||||
Income Statement [Abstract] | |||||||
Operating revenues | [1] | $ 172,004 | $ 144,613 | $ 352,605 | $ 299,424 | ||
Operating expenses: | |||||||
Operating and maintenance | [2] | 15,807 | 17,232 | 32,452 | 31,711 | ||
Selling, general and administrative | [2] | 16,791 | 13,727 | 33,083 | 29,380 | ||
Depreciation and amortization | 15,111 | 12,258 | 30,589 | [3] | 24,185 | [3] | |
Total operating expenses | 47,709 | 43,217 | 96,124 | 85,276 | |||
Operating income | 124,295 | 101,396 | 256,481 | 214,148 | |||
Other income | [4] | 9,858 | 1,563 | 16,995 | 2,277 | ||
Interest expense | [5] | 9,391 | 11,640 | 19,649 | 23,097 | ||
Income before income taxes | 124,762 | 91,319 | 253,827 | 193,328 | |||
Income tax expense | 0 | 0 | 0 | 6,703 | |||
Net income | 124,762 | 91,319 | 253,827 | [3] | 186,625 | [3] | |
Calculation of limited partners' interest in net income: | |||||||
Net income | 124,762 | 91,319 | 253,827 | [3] | 186,625 | [3] | |
Less pre-acquisition net income allocated to parent | 0 | 0 | 0 | (11,106) | |||
Less general partner interest in net income – general partner units | (2,210) | (1,826) | (4,561) | (3,510) | |||
Less general partner interest in net income – incentive distribution rights | (22,217) | (10,082) | (41,049) | (18,128) | |||
Limited partners' interest in net income | $ 100,335 | $ 79,411 | $ 208,217 | $ 153,881 | |||
Net income per limited partner unit - basic (in dollars per share) | $ 1.27 | $ 1.12 | $ 2.66 | $ 2.32 | |||
Net income per limited partner unit - diluted (in dollars per share) | $ 1.27 | $ 1.12 | $ 2.66 | $ 2.31 | |||
Weighted average limited partner units outstanding - basic (in shares) | 78,865 | 70,722 | 78,312 | 66,430 | |||
Weighted average limited partner units outstanding - diluted (in shares) | 78,865 | 70,876 | 78,353 | 66,591 | |||
Cash distributions declared per unit (in dollars per share) | [6] | $ 0.78 | $ 0.64 | $ 1.525 | $ 1.25 | ||
[1] | Operating revenues included affiliate revenues from EQT of $132.2 million and $107.7 million for the three months ended June 30, 2016 and 2015, respectively, and $263.6 million and $214.3 million for the six months ended June 30, 2016 and 2015, respectively. See Note E. | ||||||
[2] | Operating and maintenance expense included charges from EQT of $8.4 million and $9.0 million for the three months ended June 30, 2016 and 2015, respectively, and $16.4 million and $16.6 million for the six months ended June 30, 2016 and 2015, respectively. Selling, general and administrative expense included charges from EQT of $15.5 million and $12.3 million for the three months ended June 30, 2016 and 2015, respectively, and $30.3 million and $25.1 million for the six months ended June 30, 2016 and 2015, respectively. See Note E. | ||||||
[3] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. | ||||||
[4] | For the three and six months ended June 30, 2016, other income included distributions received from EES of $2.8 million and $5.5 million, respectively, and equity income from the MVP Joint Venture of $1.9 million and $3.4 million, respectively. For the three and six months ended June 30, 2015, other income included equity income from the MVP Joint Venture of $0.4 million. See Note F. | ||||||
[5] | Interest expense included interest on a capital lease with an affiliate of $5.2 million and $5.9 million for the three months ended June 30, 2016 and 2015, respectively, and $10.6 million and $11.8 million for the six months ended June 30, 2016 and 2015, respectively. | ||||||
[6] | Represents the cash distributions declared related to the period presented. See Note J. |
Statements of Consolidated Ope3
Statements of Consolidated Operations (Footnotes) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Operating revenues | $ 132,200 | $ 107,700 | $ 263,600 | $ 214,300 | |
Operating and maintenance expense | [1] | 15,807 | 17,232 | 32,452 | 31,711 |
Selling, general and administrative expenses | [1] | 16,791 | 13,727 | 33,083 | 29,380 |
Dividends received | 2,800 | 5,500 | |||
Equity income | [2] | 3,439 | 394 | ||
AVC | |||||
Interest expense on capital lease | 5,200 | 5,900 | 10,600 | 11,800 | |
EQT | |||||
Operating and maintenance expense | 8,400 | 9,000 | 16,400 | 16,600 | |
Selling, general and administrative expenses | 15,500 | 12,300 | 30,300 | 25,100 | |
Other Income | |||||
Dividends received | 3,000 | 6,000 | |||
Other Income | MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | |||||
Equity income | $ 1,900 | $ 400 | $ 3,400 | $ 400 | |
[1] | Operating and maintenance expense included charges from EQT of $8.4 million and $9.0 million for the three months ended June 30, 2016 and 2015, respectively, and $16.4 million and $16.6 million for the six months ended June 30, 2016 and 2015, respectively. Selling, general and administrative expense included charges from EQT of $15.5 million and $12.3 million for the three months ended June 30, 2016 and 2015, respectively, and $30.3 million and $25.1 million for the six months ended June 30, 2016 and 2015, respectively. See Note E. | ||||
[2] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Cash flows from operating activities: | |||
Net income | [1] | $ 253,827 | $ 186,625 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | [1] | 30,589 | 24,185 |
Deferred income taxes | [1] | 0 | 2,998 |
Equity income | [1] | (3,439) | (394) |
AFUDC – equity | [1] | (7,714) | (1,883) |
Non-cash long-term compensation expense | [1] | 195 | 805 |
Changes in other assets and liabilities: | |||
Accounts receivable | [1] | 1,382 | 2,551 |
Accounts payable | [1] | 4,925 | 4,458 |
Due to/from EQT affiliates | [1] | (14,958) | 16,075 |
Other assets and other liabilities | [1] | 3,873 | 3,682 |
Net cash provided by operating activities | [1] | 268,680 | 239,102 |
Cash flows from investing activities: | |||
Capital expenditures | [1] | (275,828) | (208,890) |
MVP Interest Acquisition and capital contributions to the MVP Joint Venture | [1] | (40,663) | (54,229) |
Sales of interests in the MVP Joint Venture | [1] | 12,533 | 8,344 |
Acquisitions – net assets from EQT | [1] | 0 | (386,791) |
Preferred Interest Acquisition | [1] | 0 | (124,317) |
Net cash used in investing activities | [1] | (303,958) | (765,883) |
Cash flows from financing activities: | |||
Proceeds from the issuance of EQM common units, net of offering costs | [1] | 217,102 | 698,501 |
Acquisitions – purchase price in excess of net assets from EQT | [1] | 0 | (486,392) |
Proceeds from credit facility borrowings | [1] | 260,000 | 434,000 |
Payments of credit facility borrowings | [1] | (559,000) | (122,000) |
Distributions paid to unitholders | [1] | (150,668) | (93,402) |
Capital contributions | [1] | 5,884 | 246 |
Net distributions to EQT | [1] | 0 | (23,866) |
Capital lease principal payments | [1] | (4,760) | (5,472) |
Net cash (used in) provided by financing activities | [1] | (231,442) | 401,615 |
Net change in cash and cash equivalents | [1] | (266,720) | (125,166) |
Cash and cash equivalents at beginning of period | [1] | 350,814 | 126,175 |
Cash and cash equivalents at end of period | [1] | 84,094 | 1,009 |
Cash paid during the period for: | |||
Interest, net of amount capitalized | [1] | 20,132 | 23,871 |
Non-cash activity during the period for: | |||
Increase in capital lease asset/obligation | [1] | 24,797 | 8,235 |
Increase in MVP Joint Venture investment/payable for capital contributions | [1] | 27,052 | 0 |
Elimination of net current and deferred tax liabilities | [1] | 0 | 84,446 |
Limited partner and general partner units issued for acquisitions | [1] | $ 0 | $ 52,500 |
[1] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 84,094 | $ 350,814 |
Accounts receivable (net of allowance for doubtful accounts of $232 as of June 30, 2016 and $238 as of December 31, 2015) | 15,749 | 17,131 | |
Accounts receivable – affiliate | 74,600 | 77,925 | |
Other current assets | 2,341 | 1,680 | |
Total current assets | 176,784 | 447,550 | |
Property, plant and equipment | 2,564,585 | 2,228,967 | |
Less: accumulated depreciation | (288,111) | (258,974) | |
Net property, plant and equipment | 2,276,474 | 1,969,993 | |
Investments in unconsolidated entities | 260,266 | 201,342 | |
Other assets | 19,804 | 14,950 | |
Total assets | 2,733,328 | 2,633,835 | |
Current liabilities: | |||
Accounts payable | 71,791 | 35,868 | |
Due to related party | 26,002 | 33,413 | |
Credit facility borrowings | 0 | 299,000 | |
Capital contribution payable to MVP Joint Venture | 27,052 | 0 | |
Accrued interest | 8,338 | 8,753 | |
Accrued liabilities | 18,150 | 12,194 | |
Total current liabilities | 151,333 | 389,228 | |
Long-term debt | 493,786 | 493,401 | |
Lease obligation | 190,546 | 175,660 | |
Other long-term liabilities | 9,333 | 7,834 | |
Total liabilities | 844,998 | 1,066,123 | |
Partners’ capital: | |||
Common units (80,581,758 and 77,520,181 units issued and outstanding at June 30, 2016 and December 31, 2015, respectively) | 1,911,473 | 1,598,675 | |
General partner interest (1,443,015 units issued and outstanding at June 30, 2016 and December 31, 2015) | (23,143) | (30,963) | |
Total partners’ capital | [1] | 1,888,330 | 1,567,712 |
Total liabilities and partners’ capital | $ 2,733,328 | $ 2,633,835 | |
[1] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. |
Consolidated Balance Sheets (U6
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, for doubtful accounts | $ 232 | $ 238 |
Common units issued (in shares) | 80,581,758 | 77,520,181 |
Common units outstanding (in shares) | 80,581,758 | 77,520,181 |
General partner interest, units issued (in shares) | 1,443,015 | 1,443,015 |
General partner interest, units outstanding (in shares) | 1,443,015 | 1,443,015 |
Statements of Consolidated Part
Statements of Consolidated Partners’ Capital (Unaudited) - USD ($) $ in Thousands | Total | Limited Partners Common | Limited Partners Subordinated | General Partner | Predecessor Equity | |
Beginning balance at Dec. 31, 2014 | [1] | $ 1,006,144 | $ 1,647,910 | $ (929,374) | $ (27,497) | $ 315,105 |
Increase (Decrease) in Partners' Capital | ||||||
Net income | [1] | 186,625 | 153,881 | 21,638 | 11,106 | |
Capital contributions | [1] | 1,748 | 1,713 | 35 | ||
Equity-based compensation plans | [1] | 864 | 831 | 33 | ||
Distributions to unitholders | [1] | (93,402) | (68,274) | (10,057) | (15,071) | |
Conversion of subordinated units to common units | [2] | (939,431) | 939,431 | |||
Net distributions to EQT | [1] | (23,866) | (23,866) | |||
Proceeds from issuance of common units, net of offering costs | [1] | 698,501 | 696,582 | 1,919 | ||
Elimination of net current and deferred tax liabilities | [1] | 84,446 | 84,446 | |||
NWV Gathering net assets from EQT | [1] | (386,791) | (386,791) | |||
Issuance of units | [1] | 52,500 | 38,910 | 13,590 | ||
Purchase price in excess of net assets from EQT | [1] | (538,892) | (505,452) | (33,440) | ||
Ending balance at Jun. 30, 2015 | [1] | 987,877 | 1,026,670 | 0 | (38,793) | 0 |
Beginning balance at Dec. 31, 2015 | [1] | 1,567,712 | 1,598,675 | 0 | (30,963) | 0 |
Increase (Decrease) in Partners' Capital | ||||||
Net income | [1] | 253,827 | 208,217 | 45,610 | ||
Capital contributions | [1] | 162 | 159 | 3 | ||
Equity-based compensation plans | [1] | 195 | 195 | |||
Distributions to unitholders | [1] | (150,668) | (112,875) | (37,793) | ||
Proceeds from issuance of common units, net of offering costs | [1] | 217,102 | 217,102 | 0 | ||
Ending balance at Jun. 30, 2016 | [1] | $ 1,888,330 | $ 1,911,473 | $ 0 | $ (23,143) | $ 0 |
[1] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. | |||||
[2] | All subordinated units were converted to common units on a one-for-one basis on February 17, 2015. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on January 1, 2015. |
Statements of Consolidated Par8
Statements of Consolidated Partners’ Capital (Unaudited) Statements of Consolidated Partners' Capital (Unaudited) - Parenthetical | Feb. 17, 2015 |
Statement of Stockholders' Equity [Abstract] | |
Subordinated units conversion to common unit ratio | 1 |
Financial Statements
Financial Statements | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statements | Financial Statements Organization EQM is a growth-oriented Delaware limited partnership. EQT Midstream Services, LLC (EQM General Partner), a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP), is the general partner of EQM. References in these consolidated financial statements to EQT refer collectively to EQT Corporation and its consolidated subsidiaries. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of EQM as of June 30, 2016 and December 31, 2015 , the results of its operations for the three and six months ended June 30, 2016 and 2015 and its cash flows and partners' capital for the six months ended June 30, 2016 and 2015 . Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. NWV Gathering was a business and the NWV Gathering Acquisition was a transaction between entities under common control; therefore, EQM recorded the assets and liabilities of NWV Gathering at their carrying amounts to EQT on the date of the transaction. The difference between EQT’s net carrying amount and the total consideration paid to EQT was recorded as a capital transaction with EQT, which resulted in a reduction in partners’ capital. EQM recast its consolidated financial statements to retrospectively reflect the NWV Gathering Acquisition as if the business was owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned it during the periods reported. Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . For further information, refer to the consolidated financial statements and footnotes thereto included in EQM’s Annual Report on Form 10-K for the year ended December 31, 2015 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 will supersede most of the existing revenue recognition requirements in GAAP when it becomes effective and is required to be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. EQM is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation . The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. EQM adopted this standard in the first quarter of 2016 which had no significant impact on reported results or disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This standard will eliminate the cost method of accounting for equity investments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The ASU requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this ASU eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions NWV Gathering Acquisition On March 17, 2015, EQT contributed NWV Gathering to EQM Gathering. EQM paid total consideration of approximately $925.7 million to EQT, consisting of approximately $873.2 million in cash, 511,973 EQM common units and 178,816 EQM general partner units. MVP Interest Acquisition On March 30, 2015, EQM assumed from EQT 100% of the membership interests in MVP Holdco, the owner of the MVP Interest in the MVP Joint Venture, for approximately $54.2 million . The cash payment represented EQM's reimbursement to EQT for 100% of the capital contributions made by EQT to the MVP Joint Venture as of March 30, 2015. See Note F. Preferred Interest Acquisition On April 15, 2015, pursuant to the NWV Gathering Acquisition contribution and sale agreement, EQM acquired the Preferred Interest in EES from EQT for approximately $124.3 million . EES generates revenue from services provided to a local distribution company. See Note F. |
Partners' Capital and Net Incom
Partners' Capital and Net Income per Limited Partner Unit | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Partners' Capital and Net Income per Limited Partner Unit | Partners' Capital and Net Income per Limited Partner Unit The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2015 through June 30, 2016 . Limited Partner Units General Common Subordinated Partner Units Total Balance at January 1, 2015 43,347,452 17,339,718 1,238,514 61,925,684 Conversion of subordinated units to common units 17,339,718 (17,339,718 ) — — 2014 EQM VDA issuance 21,063 — 430 21,493 March 2015 equity offering 9,487,500 — 25,255 9,512,755 NWV Gathering Acquisition consideration 511,973 — 178,816 690,789 $750 million "At the Market" (ATM) Program 1,162,475 — — 1,162,475 November 2015 equity offering 5,650,000 — — 5,650,000 Balance at December 31, 2015 77,520,181 — 1,443,015 78,963,196 2014 EQM VDA issuance 19,796 — — 19,796 EQM Total Return Program issuance 92,472 — — 92,472 $750 million ATM Program 2,949,309 — — 2,949,309 Balance at June 30, 2016 80,581,758 — 1,443,015 82,024,773 In February 2016, EQM issued 19,796 common units under the 2014 EQM Value Driver Award (2014 EQM VDA) and 92,472 common units under the EQM Total Return Program, which were compensation programs for EQT employees performing work for EQM. The awards were granted in January 2014 and July 2012, respectively. During the three months ended June 30, 2016 , EQM issued 2,949,309 common units at an average price per unit of $74.42 under the $750 million ATM Program. EQM received net proceeds of approximately $217.1 million after deducting commissions of approximately $2.2 million and other offering expenses of approximately $0.2 million . EQM intends to use the net proceeds from the sales for general partnership purposes, including but not limited to, funding the expected asset acquisition from EQT. As of June 30, 2016 , EQGP and its subsidiaries owned 21,811,643 EQM common units, representing a 26.6% limited partner interest, 1,443,015 EQM general partner units, representing a 1.8% general partner interest, and all of the incentive distribution rights in EQM. As of June 30, 2016 , EQT owned 100% of the non-economic general partner interest and a 90.1% limited partner interest in EQGP. Net Income per Limited Partner Unit Net income attributable to NWV Gathering for periods prior to March 17, 2015 was not allocated to the limited partners for purposes of calculating net income per limited partner unit. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 17,308 and 14,123 for the three months ended June 30, 2016 and 2015 , respectively, and 16,847 and 13,757 for the six months ended June 30, 2016 and 2015 , respectively. Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding totaled zero and 154,576 for the three months ended June 30, 2016 and 2015 , respectively, and 41,095 and 161,372 for the six months ended June 30, 2016 and 2015 , respectively. Distributions On July 26, 2016 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM’s unitholders for the second quarter of 2016 of $0.78 per common unit. The cash distribution will be paid on August 12, 2016 to unitholders of record, including EQGP, at the close of business on August 5, 2016 . Based on the 80,581,758 EQM common units outstanding on July 28, 2016 , cash distributions to EQGP related to its general partner interest and incentive distribution rights in EQM will be $1.6 million and $22.2 million , respectively. These distribution amounts to EQGP are subject to change if EQM issues additional common units on or prior to the record date for the second quarter 2016 distribution. |
Financial Information by Busine
Financial Information by Business Segment | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment Three Months Ended Six Months Ended 2016 2015 2016 2015 (Thousands) Revenues from external customers (including affiliates): Gathering $ 94,281 $ 76,473 $ 187,597 $ 151,923 Transmission and storage 77,723 68,140 165,008 147,501 Total $ 172,004 $ 144,613 $ 352,605 $ 299,424 Operating income: Gathering $ 69,858 $ 55,479 $ 139,913 $ 110,941 Transmission and storage 54,437 45,917 116,568 103,207 Total operating income $ 124,295 $ 101,396 $ 256,481 $ 214,148 Reconciliation of operating income to net income: Other income 9,858 1,563 16,995 2,277 Interest expense 9,391 11,640 19,649 23,097 Income tax expense — — — 6,703 Net income $ 124,762 $ 91,319 $ 253,827 $ 186,625 June 30, 2016 December 31, 2015 (Thousands) Segment assets: Gathering $ 1,105,115 $ 963,877 Transmission and storage 1,282,128 1,110,027 Total operating segments 2,387,243 2,073,904 Headquarters, including cash 346,085 559,931 Total assets $ 2,733,328 $ 2,633,835 Three Months Ended Six Months Ended 2016 2015 2016 2015 (Thousands) Depreciation and amortization: Gathering $ 6,865 $ 5,241 $ 13,634 $ 10,400 Transmission and storage 8,246 7,017 16,955 13,785 Total $ 15,111 $ 12,258 $ 30,589 $ 24,185 Expenditures for segment assets: Gathering $ 82,279 $ 69,029 $ 151,710 $ 105,298 Transmission and storage 108,709 58,020 155,116 79,482 Total (1) $ 190,988 $ 127,049 $ 306,826 $ 184,780 (1) EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $49.3 million , $29.4 million and $18.3 million at June 30, 2016 , March 31, 2016 and December 31, 2015 , respectively. Accrued capital expenditures were approximately $27.0 million , $17.4 million and $51.1 million at June 30, 2015 , March 31, 2015 and December 31, 2014 , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the ordinary course of business, EQM has transactions with EQT and its affiliates including, but not limited to, transportation service and precedent agreements, storage agreements and gas gathering agreements. Pursuant to an omnibus agreement, EQT performs centralized corporate, general and administrative services for EQM. In exchange, EQM reimburses EQT for the expenses incurred in providing these services, including direct and indirect costs and expenses attributable to EQT's long-term incentive programs. Pursuant to an operation and management services agreement, EQT Gathering, LLC (EQT Gathering), an indirect wholly owned subsidiary of EQT, provides EQM’s pipelines and storage facilities with certain operational and management services. EQM reimburses EQT Gathering for such services pursuant to the terms of the omnibus agreement. The expenses for which EQM reimburses EQT and its subsidiaries may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis and EQM is unable to estimate what those expenses would be on a stand-alone basis. See also Note B, Note C and Note F for further discussion of related party transactions. EQT terminated the EQT Corporation Retirement Plan for Employees (the Retirement Plan) effective December 31, 2014. On March 2, 2016, the IRS issued a favorable determination letter for the termination of the Retirement Plan. On June 28, 2016, EQT purchased annuities from and transferred the Retirement Plan assets and liabilities to American General Life Insurance Company. As a result, in the third quarter of 2016 EQM will reimburse EQT for its proportionate share of such funding, approximately $5.2 million , related to retirees of Equitrans, L.P. (Equitrans), an indirect wholly owned subsidiary of EQM and the owner of the FERC-regulated transmission, storage and gathering system. The settlement charge is expected to be recoverable in FERC approved rates and thus was recorded as a regulatory asset that will be amortized for rate recovery purposes over a period of 16 years. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities MVP Joint Venture The MVP Joint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated 300 -mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as of June 30, 2016 . The MVP Joint Venture has been determined to be a variable interest entity because the MVP Joint Venture has insufficient equity to finance activities during the construction stage of the project. EQM is not the primary beneficiary because it does not have the power to direct the activities of the MVP Joint Venture that most significantly impact its economic performance. Certain business decisions require the approval of owners holding more than a 66 2/3% interest in the joint venture and no one member owns more than a 66 2/3% interest. EQM accounted for the MVP Interest as an equity method investment as EQM has the ability to exercise significant influence over operating and financial policies of the MVP Joint Venture. The value of the equity method investment recorded on the consolidated balance sheets was approximately $135.9 million and $77.0 million as of June 30, 2016 and December 31, 2015 , respectively. On July 15, 2016 , MVP Holdco paid capital contributions of $27.1 million to the MVP Joint Venture. The capital contribution payable has been reflected on the consolidated balance sheet as of June 30, 2016 with a corresponding increase to EQM's investment in the MVP Joint Venture. Equity income related to EQM's portion of the MVP Joint Venture's AFUDC on construction of the MVP is reported in other income in the statements of consolidated operations and was $1.9 million and $0.4 million for the three months ended June 30, 2016 and 2015 , respectively, and $3.4 million and $0.4 million for the six months ended June 30, 2016 and 2015 , respectively. On January 21, 2016, an affiliate of Consolidated Edison, Inc. (ConEd) acquired a 12.5% interest in the MVP Joint Venture, 8.5% of which was purchased from EQM. EQM received a cash payment of approximately $12.5 million which represented EQM's proportional capital contributions to the MVP Joint Venture through the date of the transaction. ConEd has the right to terminate its purchase of the interest in the MVP Joint Venture and be reimbursed for the purchase price and all capital contributions it makes to the MVP Joint Venture for a period ending no later than December 31, 2016. As of June 30, 2016 , EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performance assurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP. Upon the FERC’s initial release to begin construction of the MVP, EQM's guarantee will terminate and EQM will be obligated to issue a new guarantee in an amount equal to 33% of MVP Holdco’s remaining obligations to make capital contributions to the MVP Joint Venture in connection with the then remaining construction budget, less, subject to certain limits, any credit assurances issued by any affiliate of EQM under such affiliate's precedent agreement with the MVP Joint Venture. As of June 30, 2016 , EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $227 million , which included the investment balance on the consolidated balance sheet as of June 30, 2016 and amounts which could have become due under the performance guarantee as of that date. Preferred Interest EES was determined to be a variable interest entity because it has insufficient equity to finance its activities. EQM is not the primary beneficiary because it does not have the power to direct the activities of EES that most significantly impact its economic performance. The Preferred Interest in EES was determined to be a cost method investment as EQM does not have the ability to exercise significant influence over operating and financial policies of EES. During the three and six months ended June 30, 2016 , EQM received cash distributions from EES of $2.8 million and $5.5 million , respectively, which were included in other income in the accompanying statements of consolidated operations. EQM expects to receive cash distributions of approximately $11 million during the year ended December 31, 2016 . As of June 30, 2016 and December 31, 2015 , the estimated fair value of EQM's Preferred Interest in EES was approximately $150 million and $140 million , respectively, and the carrying value of EQM's Preferred Interest in EES was $124.3 million at both dates. The fair value of EQM's Preferred Interest in EES is a Level 3 fair value measurement. As of June 30, 2016 , the carrying value represents EQM's maximum exposure to loss. |
Credit Facility Borrowings
Credit Facility Borrowings | 6 Months Ended |
Jun. 30, 2016 | |
Long-term Debt, Current and Noncurrent [Abstract] | |
Credit Facility Borrowings | Credit Facility Borrowings EQM has a $750 million credit facility that expires in February 2019. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. EQM had no borrowings outstanding on its credit facility as of June 30, 2016 and had $299 million outstanding as of December 31, 2015 . The maximum amount of EQM’s outstanding credit facility borrowings was $128 million and $323 million at any time during the three months ended June 30, 2016 and 2015 , respectively, and $299 million and $390 million at any time during the six months ended June 30, 2016 and 2015 , respectively. The average daily balance of credit facility borrowings outstanding was approximately $33 million and $302 million for the three months ended June 30, 2016 and 2015 , respectively, and approximately $83 million and $182 million for the six months ended June 30, 2016 and 2015 , respectively. Interest was incurred on the credit facility borrowings at a weighted average annual interest rate of approximately 1.9% for the three and six months ended June 30, 2016 and approximately 1.7% for the three and six months ended June 30, 2015 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; these are considered Level 1 fair values. The carrying value of credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value. As of June 30, 2016 and December 31, 2015 , the estimated fair value of EQM's long-term debt was approximately $481 million and $414 million , respectively, and the carrying value of EQM's long-term debt was approximately $494 million and $493 million , respectively. The fair value of EQM's long-term debt is a Level 2 fair value measurement. See Note F for the fair value of EQM's Preferred Interest in EES. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a result of its limited partnership structure, EQM is not subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQM flow through to the unitholders; accordingly, EQM does not record a provision for income taxes. As discussed in Note B, EQM completed the NWV Gathering Acquisition on March 17, 2015, which was a transaction between entities under common control. Prior to this transaction, the income from NWV Gathering was included in EQT’s consolidated federal tax return; therefore, the NWV Gathering operations were subject to income taxes. Accordingly, the income tax effects associated with the operations of NWV Gathering prior to the NWV Gathering Acquisition were reflected in EQM’s consolidated financial statements. In conjunction with the NWV Gathering Acquisition, approximately $84.4 million of net current and deferred income tax liabilities were eliminated through equity. |
Distributions
Distributions | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Distributions | Partners' Capital and Net Income per Limited Partner Unit The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2015 through June 30, 2016 . Limited Partner Units General Common Subordinated Partner Units Total Balance at January 1, 2015 43,347,452 17,339,718 1,238,514 61,925,684 Conversion of subordinated units to common units 17,339,718 (17,339,718 ) — — 2014 EQM VDA issuance 21,063 — 430 21,493 March 2015 equity offering 9,487,500 — 25,255 9,512,755 NWV Gathering Acquisition consideration 511,973 — 178,816 690,789 $750 million "At the Market" (ATM) Program 1,162,475 — — 1,162,475 November 2015 equity offering 5,650,000 — — 5,650,000 Balance at December 31, 2015 77,520,181 — 1,443,015 78,963,196 2014 EQM VDA issuance 19,796 — — 19,796 EQM Total Return Program issuance 92,472 — — 92,472 $750 million ATM Program 2,949,309 — — 2,949,309 Balance at June 30, 2016 80,581,758 — 1,443,015 82,024,773 In February 2016, EQM issued 19,796 common units under the 2014 EQM Value Driver Award (2014 EQM VDA) and 92,472 common units under the EQM Total Return Program, which were compensation programs for EQT employees performing work for EQM. The awards were granted in January 2014 and July 2012, respectively. During the three months ended June 30, 2016 , EQM issued 2,949,309 common units at an average price per unit of $74.42 under the $750 million ATM Program. EQM received net proceeds of approximately $217.1 million after deducting commissions of approximately $2.2 million and other offering expenses of approximately $0.2 million . EQM intends to use the net proceeds from the sales for general partnership purposes, including but not limited to, funding the expected asset acquisition from EQT. As of June 30, 2016 , EQGP and its subsidiaries owned 21,811,643 EQM common units, representing a 26.6% limited partner interest, 1,443,015 EQM general partner units, representing a 1.8% general partner interest, and all of the incentive distribution rights in EQM. As of June 30, 2016 , EQT owned 100% of the non-economic general partner interest and a 90.1% limited partner interest in EQGP. Net Income per Limited Partner Unit Net income attributable to NWV Gathering for periods prior to March 17, 2015 was not allocated to the limited partners for purposes of calculating net income per limited partner unit. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 17,308 and 14,123 for the three months ended June 30, 2016 and 2015 , respectively, and 16,847 and 13,757 for the six months ended June 30, 2016 and 2015 , respectively. Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding totaled zero and 154,576 for the three months ended June 30, 2016 and 2015 , respectively, and 41,095 and 161,372 for the six months ended June 30, 2016 and 2015 , respectively. Distributions On July 26, 2016 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM’s unitholders for the second quarter of 2016 of $0.78 per common unit. The cash distribution will be paid on August 12, 2016 to unitholders of record, including EQGP, at the close of business on August 5, 2016 . Based on the 80,581,758 EQM common units outstanding on July 28, 2016 , cash distributions to EQGP related to its general partner interest and incentive distribution rights in EQM will be $1.6 million and $22.2 million , respectively. These distribution amounts to EQGP are subject to change if EQM issues additional common units on or prior to the record date for the second quarter 2016 distribution. |
Financial Statements (Policies)
Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of EQM as of June 30, 2016 and December 31, 2015 , the results of its operations for the three and six months ended June 30, 2016 and 2015 and its cash flows and partners' capital for the six months ended June 30, 2016 and 2015 . Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. NWV Gathering was a business and the NWV Gathering Acquisition was a transaction between entities under common control; therefore, EQM recorded the assets and liabilities of NWV Gathering at their carrying amounts to EQT on the date of the transaction. The difference between EQT’s net carrying amount and the total consideration paid to EQT was recorded as a capital transaction with EQT, which resulted in a reduction in partners’ capital. EQM recast its consolidated financial statements to retrospectively reflect the NWV Gathering Acquisition as if the business was owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned it during the periods reported. Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . For further information, refer to the consolidated financial statements and footnotes thereto included in EQM’s Annual Report on Form 10-K for the year ended December 31, 2015 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 will supersede most of the existing revenue recognition requirements in GAAP when it becomes effective and is required to be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. EQM is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation . The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. EQM adopted this standard in the first quarter of 2016 which had no significant impact on reported results or disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This standard will eliminate the cost method of accounting for equity investments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The ASU requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this ASU eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures. |
Partners' Capital and Net Inc20
Partners' Capital and Net Income per Limited Partner Unit (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Summary of Common, Subordinated and General Partner Units Issued | The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2015 through June 30, 2016 . Limited Partner Units General Common Subordinated Partner Units Total Balance at January 1, 2015 43,347,452 17,339,718 1,238,514 61,925,684 Conversion of subordinated units to common units 17,339,718 (17,339,718 ) — — 2014 EQM VDA issuance 21,063 — 430 21,493 March 2015 equity offering 9,487,500 — 25,255 9,512,755 NWV Gathering Acquisition consideration 511,973 — 178,816 690,789 $750 million "At the Market" (ATM) Program 1,162,475 — — 1,162,475 November 2015 equity offering 5,650,000 — — 5,650,000 Balance at December 31, 2015 77,520,181 — 1,443,015 78,963,196 2014 EQM VDA issuance 19,796 — — 19,796 EQM Total Return Program issuance 92,472 — — 92,472 $750 million ATM Program 2,949,309 — — 2,949,309 Balance at June 30, 2016 80,581,758 — 1,443,015 82,024,773 |
Financial Information by Busi21
Financial Information by Business Segment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income | Three Months Ended Six Months Ended 2016 2015 2016 2015 (Thousands) Revenues from external customers (including affiliates): Gathering $ 94,281 $ 76,473 $ 187,597 $ 151,923 Transmission and storage 77,723 68,140 165,008 147,501 Total $ 172,004 $ 144,613 $ 352,605 $ 299,424 Operating income: Gathering $ 69,858 $ 55,479 $ 139,913 $ 110,941 Transmission and storage 54,437 45,917 116,568 103,207 Total operating income $ 124,295 $ 101,396 $ 256,481 $ 214,148 Reconciliation of operating income to net income: Other income 9,858 1,563 16,995 2,277 Interest expense 9,391 11,640 19,649 23,097 Income tax expense — — — 6,703 Net income $ 124,762 $ 91,319 $ 253,827 $ 186,625 |
Schedule of Segment Assets | June 30, 2016 December 31, 2015 (Thousands) Segment assets: Gathering $ 1,105,115 $ 963,877 Transmission and storage 1,282,128 1,110,027 Total operating segments 2,387,243 2,073,904 Headquarters, including cash 346,085 559,931 Total assets $ 2,733,328 $ 2,633,835 |
Schedule of Depreciation, Amortization, and Expenditures for Segment Assets | Three Months Ended Six Months Ended 2016 2015 2016 2015 (Thousands) Depreciation and amortization: Gathering $ 6,865 $ 5,241 $ 13,634 $ 10,400 Transmission and storage 8,246 7,017 16,955 13,785 Total $ 15,111 $ 12,258 $ 30,589 $ 24,185 Expenditures for segment assets: Gathering $ 82,279 $ 69,029 $ 151,710 $ 105,298 Transmission and storage 108,709 58,020 155,116 79,482 Total (1) $ 190,988 $ 127,049 $ 306,826 $ 184,780 (1) EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $49.3 million , $29.4 million and $18.3 million at June 30, 2016 , March 31, 2016 and December 31, 2015 , respectively. Accrued capital expenditures were approximately $27.0 million , $17.4 million and $51.1 million at June 30, 2015 , March 31, 2015 and December 31, 2014 , respectively. |
Acquisitions - NWV Gathering Ac
Acquisitions - NWV Gathering Acquisition (Details) - NWV Gathering Acquisition $ in Millions | Mar. 17, 2015USD ($)shares |
Business Acquisition [Line Items] | |
Consideration paid to acquire preferred interest | $ | $ 925.7 |
Cash payment | $ | $ 873.2 |
Common Partner Units | Partnership Interest | |
Business Acquisition [Line Items] | |
Number of common units and general partner units part of consideration (in shares) | shares | 511,973 |
General Partner Units | Partnership Interest | |
Business Acquisition [Line Items] | |
Number of common units and general partner units part of consideration (in shares) | shares | 178,816 |
Acquisitions - MVP Interest Acq
Acquisitions - MVP Interest Acquisition (Details) $ in Millions | Mar. 30, 2015USD ($) |
MVP Interest in Joint Venture | |
Business Acquisition [Line Items] | |
Membership interest (as a percent) | 100.00% |
Consideration paid | $ 54.2 |
MVP Holdco | |
Business Acquisition [Line Items] | |
Membership interest (as a percent) | 100.00% |
Acquisitions - Preferred Intere
Acquisitions - Preferred Interest Acquisition (Details) $ in Millions | Apr. 15, 2015USD ($) |
EQT Energy Supply, LLC | |
Business Acquisition [Line Items] | |
Consideration paid | $ 124.3 |
Partners' Capital and Net Inc25
Partners' Capital and Net Income per Limited Partner Unit - Summary of Units Issued (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 29, 2016 | Nov. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Increase (Decrease) in Partners' Capital | ||||||
Beginning balance (in shares) | 78,963,196 | 61,925,684 | ||||
Conversion of subordinated units to common units (in shares) | 0 | |||||
Equity offering (in shares) | 5,650,000 | 9,512,755 | ||||
At the market program (in shares) | 2,949,309 | 1,162,475 | ||||
Ending balance (in shares) | 82,024,773 | 82,024,773 | 78,963,196 | |||
Common unit aggregate offering price | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | |||
NWV Gathering Acquisition | ||||||
Increase (Decrease) in Partners' Capital | ||||||
NWV Gathering Acquisition consideration (in shares) | 690,789 | |||||
2014 EQM VDA issuance | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Common units (in shares) | 19,796 | 21,493 | ||||
EQM Total Return Program issuance | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Common units (in shares) | 92,472 | |||||
Limited Partners Units Common | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Beginning balance (in shares) | 77,520,181 | 43,347,452 | ||||
Conversion of subordinated units to common units (in shares) | 17,339,718 | |||||
Equity offering (in shares) | 5,650,000 | 9,487,500 | ||||
At the market program (in shares) | 2,949,309 | 1,162,475 | ||||
Ending balance (in shares) | 80,581,758 | 80,581,758 | 77,520,181 | |||
Limited Partners Units Common | NWV Gathering Acquisition | ||||||
Increase (Decrease) in Partners' Capital | ||||||
NWV Gathering Acquisition consideration (in shares) | 511,973 | |||||
Limited Partners Units Common | 2014 EQM VDA issuance | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Common units (in shares) | 19,796 | 19,796 | 21,063 | |||
Limited Partners Units Common | EQM Total Return Program issuance | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Common units (in shares) | 92,472 | 92,472 | ||||
Limited Partners Units Subordinated | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Beginning balance (in shares) | 0 | 17,339,718 | ||||
Conversion of subordinated units to common units (in shares) | (17,339,718) | |||||
Equity offering (in shares) | 0 | 0 | ||||
At the market program (in shares) | 0 | 0 | ||||
Ending balance (in shares) | 0 | 0 | 0 | |||
Limited Partners Units Subordinated | NWV Gathering Acquisition | ||||||
Increase (Decrease) in Partners' Capital | ||||||
NWV Gathering Acquisition consideration (in shares) | 0 | |||||
Limited Partners Units Subordinated | 2014 EQM VDA issuance | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Common units (in shares) | 0 | 0 | ||||
Limited Partners Units Subordinated | EQM Total Return Program issuance | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Common units (in shares) | 0 | |||||
General Partner Units | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Beginning balance (in shares) | 1,443,015 | 1,238,514 | ||||
Conversion of subordinated units to common units (in shares) | 0 | |||||
Equity offering (in shares) | 0 | 25,255 | ||||
At the market program (in shares) | 0 | 0 | ||||
Ending balance (in shares) | 1,443,015 | 1,443,015 | 1,443,015 | |||
General Partner Units | NWV Gathering Acquisition | ||||||
Increase (Decrease) in Partners' Capital | ||||||
NWV Gathering Acquisition consideration (in shares) | 178,816 | |||||
General Partner Units | 2014 EQM VDA issuance | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Common units (in shares) | 0 | 430 | ||||
General Partner Units | EQM Total Return Program issuance | ||||||
Increase (Decrease) in Partners' Capital | ||||||
Common units (in shares) | 0 |
Partners' Capital and Net Inc26
Partners' Capital and Net Income per Limited Partner Unit - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | ||
Class of Stock [Line Items] | |||||||
At the market program (in shares) | 2,949,309 | 1,162,475 | |||||
Common unit aggregate offering price | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | ||||
Proceeds from issuance of units | [1] | $ 217,102,000 | $ 698,501,000 | ||||
Weighted average limited partner units outstanding - basic (in shares) | 78,865,000 | 70,722,000 | 78,312,000 | 66,430,000 | |||
EQTGP | |||||||
Class of Stock [Line Items] | |||||||
Number of common units held by parent (in shares) | 21,811,643 | 21,811,643 | |||||
Ownership interest (as a percent) | 26.60% | ||||||
Number of general partner units held by parent (in shares) | 1,443,015 | 1,443,015 | |||||
General partner's ownership interest (as a percent) | 1.80% | ||||||
EQTGP | EQT | |||||||
Class of Stock [Line Items] | |||||||
Ownership interest (as a percent) | 90.10% | ||||||
General partner's ownership interest (as a percent) | 100.00% | ||||||
2014 EQM VDA issuance | |||||||
Class of Stock [Line Items] | |||||||
Common units (in shares) | 19,796 | 21,493 | |||||
EQM Total Return Program issuance | |||||||
Class of Stock [Line Items] | |||||||
Common units (in shares) | 92,472 | ||||||
Phantom Units | |||||||
Class of Stock [Line Items] | |||||||
Weighted average limited partner units outstanding - basic (in shares) | 17,308 | 14,123 | 16,847 | 13,757 | |||
Performance Shares and Phantom Share Units PSUs | |||||||
Class of Stock [Line Items] | |||||||
Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding (in shares) | 0 | 154,576 | 41,095 | 161,372 | |||
Limited Partners Units Common | |||||||
Class of Stock [Line Items] | |||||||
At the market program (in shares) | 2,949,309 | 1,162,475 | |||||
Limited Partners Units Common | 2014 EQM VDA issuance | |||||||
Class of Stock [Line Items] | |||||||
Common units (in shares) | 19,796 | 19,796 | 21,063 | ||||
Limited Partners Units Common | EQM Total Return Program issuance | |||||||
Class of Stock [Line Items] | |||||||
Common units (in shares) | 92,472 | 92,472 | |||||
Limited Partners Units Common | Common Units | |||||||
Class of Stock [Line Items] | |||||||
At the market program (in shares) | 2,949,309 | ||||||
Average price per unit (in dollars per share) | $ 74.42 | ||||||
Proceeds from issuance of units | $ 217,100,000 | ||||||
Commissions deducted from proceeds of unit issuance | 2,200,000 | $ 2,200,000 | |||||
Other offering expenses | $ 200,000 | $ 200,000 | |||||
[1] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. |
Financial Information by Busi27
Financial Information by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | ||||
Revenues from external customers (including affiliates): | |||||||||||
Total | [1] | $ 172,004 | $ 144,613 | $ 352,605 | $ 299,424 | ||||||
Operating income: | |||||||||||
Total operating income | 124,295 | 101,396 | 256,481 | 214,148 | |||||||
Reconciliation of operating income to net income: | |||||||||||
Other income | [2] | 9,858 | 1,563 | 16,995 | 2,277 | ||||||
Interest expense | [3] | 9,391 | 11,640 | 19,649 | 23,097 | ||||||
Income tax expense | 0 | 0 | 0 | 6,703 | |||||||
Net income | 124,762 | 91,319 | 253,827 | [4] | 186,625 | [4] | |||||
Segment assets: | |||||||||||
Total assets | 2,733,328 | 2,733,328 | $ 2,633,835 | ||||||||
Depreciation and amortization: | |||||||||||
Total | 15,111 | 12,258 | 30,589 | [4] | 24,185 | [4] | |||||
Expenditures for segment assets: | |||||||||||
Accrued capital expenditures | 49,300 | 27,000 | 49,300 | 27,000 | $ 29,400 | 18,300 | $ 17,400 | $ 51,100 | |||
Operating Segment | |||||||||||
Segment assets: | |||||||||||
Total assets | 2,387,243 | 2,387,243 | 2,073,904 | ||||||||
Depreciation and amortization: | |||||||||||
Total | 15,111 | 12,258 | 30,589 | 24,185 | |||||||
Expenditures for segment assets: | |||||||||||
Total | 190,988 | 127,049 | 306,826 | 184,780 | |||||||
Headquarters, including cash | |||||||||||
Segment assets: | |||||||||||
Total assets | 346,085 | 346,085 | 559,931 | ||||||||
Gathering | Operating Segment | |||||||||||
Revenues from external customers (including affiliates): | |||||||||||
Total | 94,281 | 76,473 | 187,597 | 151,923 | |||||||
Operating income: | |||||||||||
Total operating income | 69,858 | 55,479 | 139,913 | 110,941 | |||||||
Segment assets: | |||||||||||
Total assets | 1,105,115 | 1,105,115 | 963,877 | ||||||||
Depreciation and amortization: | |||||||||||
Total | 6,865 | 5,241 | 13,634 | 10,400 | |||||||
Expenditures for segment assets: | |||||||||||
Total | 82,279 | 69,029 | 151,710 | 105,298 | |||||||
Transmission and storage | Operating Segment | |||||||||||
Revenues from external customers (including affiliates): | |||||||||||
Total | 77,723 | 68,140 | 165,008 | 147,501 | |||||||
Operating income: | |||||||||||
Total operating income | 54,437 | 45,917 | 116,568 | 103,207 | |||||||
Segment assets: | |||||||||||
Total assets | 1,282,128 | 1,282,128 | $ 1,110,027 | ||||||||
Depreciation and amortization: | |||||||||||
Total | 8,246 | 7,017 | 16,955 | 13,785 | |||||||
Expenditures for segment assets: | |||||||||||
Total | $ 108,709 | $ 58,020 | $ 155,116 | $ 79,482 | |||||||
[1] | Operating revenues included affiliate revenues from EQT of $132.2 million and $107.7 million for the three months ended June 30, 2016 and 2015, respectively, and $263.6 million and $214.3 million for the six months ended June 30, 2016 and 2015, respectively. See Note E. | ||||||||||
[2] | For the three and six months ended June 30, 2016, other income included distributions received from EES of $2.8 million and $5.5 million, respectively, and equity income from the MVP Joint Venture of $1.9 million and $3.4 million, respectively. For the three and six months ended June 30, 2015, other income included equity income from the MVP Joint Venture of $0.4 million. See Note F. | ||||||||||
[3] | Interest expense included interest on a capital lease with an affiliate of $5.2 million and $5.9 million for the three months ended June 30, 2016 and 2015, respectively, and $10.6 million and $11.8 million for the six months ended June 30, 2016 and 2015, respectively. | ||||||||||
[4] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Reimbursement of EQT Proportionate Share - EQT - Parent - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | ||
Regulatory asset amortization period | 16 years | |
Scenario, Forecast | ||
Related Party Transaction [Line Items] | ||
Reimbursement for termination of Retirement Plan | $ 5.2 |
Investments in Unconsolidated29
Investments in Unconsolidated Entities (Details) $ in Thousands | Jul. 15, 2016USD ($) | Jan. 21, 2016USD ($) | Jun. 30, 2016USD ($)mi | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)mi | Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Capital call notice | [1] | $ 40,663 | $ 54,229 | ||||||
Equity income | [1] | 3,439 | 394 | ||||||
Cash payment | [1] | 12,533 | 8,344 | ||||||
Issuance of performance guarantee | $ 91,000 | 91,000 | |||||||
Dividends received | 2,800 | 5,500 | |||||||
Other Income | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Dividends received | 3,000 | 6,000 | |||||||
Scenario, Forecast | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Dividends received | $ 11,000 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Fair value of preferred interest | 150,000 | 150,000 | $ 140,000 | ||||||
Carrying value of preferred interest | $ 124,300 | $ 124,300 | 124,300 | ||||||
MVP Joint Venture | Beneficial Owner | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of ownership interest | 66.67% | 66.67% | |||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of ownership interest | 45.50% | 45.50% | |||||||
Investments in unconsolidated affiliates | $ 135,900 | $ 135,900 | $ 77,000 | ||||||
Cash payment | $ 12,500 | ||||||||
Maximum financial statement exposure | 227,000 | 227,000 | |||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Other Income | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity income | $ 1,900 | $ 400 | $ 3,400 | $ 400 | |||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Subsequent Event | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Capital call notice | $ 27,100 | ||||||||
MVP | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Length of pipeline (in miles) | mi | 300 | 300 | |||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of remaining obligations | 33.00% | 33.00% | |||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Affiliate of Consolidated Edison, Inc. | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of acquired interest | 12.50% | ||||||||
Purchase of ownership interest (as a percent) | 8.50% | ||||||||
[1] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. |
Credit Facility Borrowings (Det
Credit Facility Borrowings (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Line of Credit | |||||
Long-term debt | |||||
Maximum amount of outstanding short-term loans at any time during the period | $ 128,000,000 | $ 323,000,000 | $ 299,000,000 | $ 390,000,000 | |
Average daily balance of short-term loans outstanding | $ 33,000,000 | $ 302,000,000 | $ 83,000,000 | $ 182,000,000 | |
Weighted average annual interest rate | 1.90% | 1.70% | 1.90% | 1.70% | |
Revolving Credit Facility | Line of Credit | |||||
Long-term debt | |||||
Short-term debt amount outstanding | $ 0 | $ 0 | $ 299,000,000 | ||
Line of Credit | |||||
Long-term debt | |||||
Maximum borrowing capacity | $ 750,000,000 | $ 750,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of long-term debt | $ 493,786 | $ 493,401 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of long-term debt | 481,000 | 414,000 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of long-term debt | $ 494,000 | $ 493,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Mar. 17, 2015 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Net current and deferred income tax liabilities eliminated through equity | $ 84,400 | $ 84,446 | [1] |
[1] | Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B. |
Distributions (Details)
Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 12, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 28, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | |||||||||
Cash distribution to the company's common and subordinated unitholders declared (in dollars per share) | [1] | $ 0.78 | $ 0.64 | $ 1.525 | $ 1.25 | ||||
Common units outstanding (in shares) | 82,024,773 | 82,024,773 | 78,963,196 | 61,925,684 | |||||
Scenario, Forecast | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash distribution declared to the general partner | $ 1.6 | ||||||||
Incentive distribution rights | $ 22.2 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Common units outstanding (in shares) | 80,581,758 | ||||||||
[1] | Represents the cash distributions declared related to the period presented. See Note J. |