Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Entity Information [Line Items] | |
Entity Registrant Name | EQT Midstream Partners, LP |
Entity Central Index Key | 1,540,947 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2017 |
Amendment Flag | false |
Current Fiscal Year End | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
Common Units | |
Entity Information [Line Items] | |
Entity Common Units, Unit Outstanding | 80,581,758 |
General Partner Units | |
Entity Information [Line Items] | |
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 | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Income Statement [Abstract] | |||||
Operating revenues | [1],[2] | $ 207,193 | $ 176,772 | $ 609,585 | $ 540,600 |
Operating expenses: | |||||
Operating and maintenance | [1],[3] | 20,604 | 18,198 | 61,471 | 51,687 |
Selling, general and administrative | [1],[3] | 18,839 | 17,725 | 52,212 | 53,377 |
Depreciation and amortization | [1] | 22,244 | 14,639 | 64,191 | 43,177 |
Total operating expenses | [1] | 61,687 | 50,562 | 177,874 | 148,241 |
Operating income | [1] | 145,506 | 126,210 | 431,711 | 392,359 |
Other income | [1],[4] | 6,858 | 13,479 | 19,576 | 31,490 |
Net interest expense | [1],[5] | 9,426 | 2,802 | 26,014 | 11,448 |
Income before income taxes | [1] | 142,938 | 136,887 | 425,273 | 412,401 |
Income tax expense | [1] | 0 | 3,227 | 0 | 10,147 |
Net income | [1] | 142,938 | 133,660 | 425,273 | 402,254 |
Calculation of limited partners' interest in net income: | |||||
Net income | [1] | 142,938 | 133,660 | 425,273 | 402,254 |
Less pre-acquisition net income allocated to parent | [1] | 0 | (7,094) | 0 | (21,861) |
Less general partner interest in net income – general partner units | [1] | (2,515) | (2,224) | (7,482) | (6,785) |
Less general partner interest in net income – incentive distribution rights (IDRs) | [1] | (37,615) | (24,912) | (102,451) | (65,961) |
Limited partners' interest in net income | [1] | $ 102,808 | $ 99,430 | $ 315,340 | $ 307,647 |
Net income per limited partner unit - basic (in dollars per share) | [1] | $ 1.28 | $ 1.23 | $ 3.91 | $ 3.89 |
Net income per limited partner unit - diluted (in dollars per share) | [1] | $ 1.28 | $ 1.23 | $ 3.91 | $ 3.89 |
Weighted average limited partner units outstanding - basic (in shares) | [1] | 80,603 | 80,599 | 80,603 | 78,998 |
Weighted average limited partner units outstanding - diluted (in shares) | [1] | 80,603 | 80,599 | 80,603 | 79,025 |
Cash distributions declared per unit (in dollars per share) | [1],[6] | $ 0.98 | $ 0.815 | $ 2.805 | $ 2.34 |
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. | ||||
[2] | Operating revenues included affiliate revenues from EQT of $154.2 million and $135.5 million for the three months ended September 30, 2017 and 2016, respectively, and $445.8 million and $408.3 million for the nine months ended September 30, 2017 and 2016, respectively. See Note E. | ||||
[3] | Operating and maintenance expense included charges from EQT of $10.7 million and $8.4 million for the three months ended September 30, 2017 and 2016, respectively, and $29.8 million and $25.1 million for the nine months ended September 30, 2017 and 2016, respectively. Selling, general and administrative expense included charges from EQT of $18.1 million and $16.4 million for the three months ended September 30, 2017 and 2016, respectively, and $49.7 million and $49.3 million for the nine months ended September 30, 2017 and 2016, respectively. See Note E. | ||||
[4] | For the three and nine months ended September 30, 2017, other income included equity income from Mountain Valley Pipeline, LLC (MVP Joint Venture) of $6.0 million and $15.4 million, respectively. For the three and nine months ended September 30, 2016, other income included distributions received from EES of $2.8 million and $8.3 million, respectively, and equity income from the MVP Joint Venture of $2.7 million and $6.1 million, respectively. See Note F. | ||||
[5] | For the three and nine months ended September 30, 2017, net interest expense included $1.7 million and $5.1 million, respectively, of interest income on the Preferred Interest in EES. | ||||
[6] | Represents the cash distributions declared related to the period presented. See Note J. |
Statements of Consolidated Ope3
Statements of Consolidated Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Operating and maintenance expense | [1],[2] | $ 20,604 | $ 18,198 | $ 61,471 | $ 51,687 |
Selling, general and administrative expenses | [1],[2] | 18,839 | 17,725 | 52,212 | 53,377 |
Equity income | [1] | 15,413 | 6,139 | ||
EES | |||||
Interest income | 1,700 | 5,100 | |||
Variable Interest Entity, Not Primary Beneficiary | EES | |||||
Dividends received | 2,800 | 8,300 | |||
Other Income | MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | |||||
Equity income | 6,000 | 2,700 | 15,400 | 6,100 | |
EQT | |||||
Operating revenues | 154,200 | 135,500 | 445,800 | 408,300 | |
Operating and maintenance expense | 10,700 | 8,400 | 29,800 | 25,100 | |
Selling, general and administrative expenses | $ 18,100 | $ 16,400 | $ 49,700 | $ 49,300 | |
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. | ||||
[2] | Operating and maintenance expense included charges from EQT of $10.7 million and $8.4 million for the three months ended September 30, 2017 and 2016, respectively, and $29.8 million and $25.1 million for the nine months ended September 30, 2017 and 2016, respectively. Selling, general and administrative expense included charges from EQT of $18.1 million and $16.4 million for the three months ended September 30, 2017 and 2016, respectively, and $49.7 million and $49.3 million for the nine months ended September 30, 2017 and 2016, respectively. See Note E. |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
Cash flows from operating activities: | |||
Net income | [1] | $ 425,273 | $ 402,254 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | [1] | 64,191 | 43,177 |
Deferred income taxes | [1] | 0 | 8,774 |
Equity income | [1] | (15,413) | (6,139) |
AFUDC – equity | [1] | (4,128) | (16,733) |
Non-cash long-term compensation expense | [1] | 225 | 195 |
Changes in other assets and liabilities: | |||
Accounts receivable | [1] | (1,106) | 2,552 |
Accounts payable | [1] | 1,848 | 11,588 |
Due to/from EQT affiliates | [1] | 5,627 | (60,217) |
Other assets and other liabilities | [1] | 3,686 | (5,433) |
Net cash provided by operating activities | [1] | 480,203 | 380,018 |
Cash flows from investing activities: | |||
Capital expenditures | [1] | (224,591) | (477,605) |
Capital contributions to the MVP Joint Venture | [1] | (103,448) | (76,297) |
Sales of interests in the MVP Joint Venture | [1] | 0 | 12,533 |
Principal payments received on the Preferred Interest | [1] | 3,103 | 0 |
Net cash used in investing activities | [1] | (324,936) | (541,369) |
Cash flows from financing activities: | |||
Proceeds from the issuance of EQM common units, net of offering costs | [1] | 0 | 217,102 |
Proceeds from credit facility borrowings | [1] | 334,000 | 430,000 |
Payments on credit facility borrowings | [1] | (229,000) | (638,000) |
Credit facility origination fees | [1] | (2,257) | 0 |
Distributions paid to unitholders | [1] | (313,515) | (237,263) |
Capital contributions | [1] | 216 | 5,884 |
Net contributions from EQT | [1] | 0 | 22,672 |
Net cash used in financing activities | [1] | (210,556) | (199,605) |
Net change in cash and cash equivalents | [1] | (55,289) | (360,956) |
Cash and cash equivalents at beginning of period | [1] | 60,368 | 360,956 |
Cash and cash equivalents at end of period | [1] | 5,079 | 0 |
Cash paid during the period for: | |||
Interest, net of amount capitalized | [1] | $ 31,091 | $ 15,437 |
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 5,079 | $ 60,368 |
Accounts receivable (net of allowance for doubtful accounts of $336 as of September 30, 2017 and $319 as of December 31, 2016) | 21,768 | 20,662 | |
Accounts receivable – affiliate | 88,103 | 81,358 | |
Other current assets | 8,222 | 9,671 | |
Total current assets | 123,172 | 172,059 | |
Property, plant and equipment | 3,120,662 | 2,894,858 | |
Less: accumulated depreciation | (375,153) | (316,024) | |
Net property, plant and equipment | 2,745,509 | 2,578,834 | |
Investment in unconsolidated entity | 339,978 | 184,562 | |
Other assets | 138,770 | 140,385 | |
Total assets | 3,347,429 | 3,075,840 | |
Current liabilities: | |||
Accounts payable | 37,493 | 35,830 | |
Due to related party | 28,991 | 19,027 | |
Capital contribution payable to MVP Joint Venture | 48,026 | 11,471 | |
Accrued interest | 10,434 | 12,016 | |
Accrued liabilities | 12,500 | 8,648 | |
Total current liabilities | 137,444 | 86,992 | |
Credit facility borrowings | 105,000 | 0 | |
Long-term debt | 986,947 | 985,732 | |
Other long-term liabilities | 9,877 | 9,562 | |
Total liabilities | 1,239,268 | 1,082,286 | |
Equity: | |||
Common (80,581,758 units issued and outstanding at September 30, 2017 and December 31, 2016) | 2,111,095 | 2,008,510 | |
General partner (1,443,015 units issued and outstanding at September 30, 2017 and December 31, 2016) | (2,934) | (14,956) | |
Total equity | [1] | 2,108,161 | 1,993,554 |
Total liabilities and equity | $ 3,347,429 | $ 3,075,840 | |
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. |
Consolidated Balance Sheets (U6
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, for doubtful accounts | $ 336 | $ 319 |
Common units issued (in shares) | 80,581,758 | 80,581,758 |
Common units outstanding (in shares) | 80,581,758 | 80,581,758 |
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 Equi
Statements of Consolidated Equity (Unaudited) - USD ($) $ in Thousands | Total | Limited Partner Common Units | General Partner | Predecessor Equity | |
Beginning balance at Dec. 31, 2015 | [1] | $ 1,843,257 | $ 1,598,675 | $ (30,963) | $ 275,545 |
Increase (Decrease) in Partners' Capital | |||||
Net income | [1] | 402,254 | 307,647 | 72,746 | 21,861 |
Capital contributions | [1] | 577 | 567 | 10 | |
Equity-based compensation plans | [1] | 195 | 195 | ||
Distributions to unitholders | [1] | (237,263) | (175,729) | (61,534) | |
Net contributions from EQT | [1] | 22,672 | 22,672 | ||
Proceeds from issuance of common units, net of offering costs | [1] | 217,102 | 217,102 | ||
Ending balance at Sep. 30, 2016 | [1] | 2,248,794 | 1,948,457 | (19,741) | $ 320,078 |
Beginning balance at Dec. 31, 2016 | [1] | 1,993,554 | 2,008,510 | (14,956) | |
Increase (Decrease) in Partners' Capital | |||||
Net income | [1] | 425,273 | 315,340 | 109,933 | |
Capital contributions | [1] | 2,624 | 2,576 | 48 | |
Equity-based compensation plans | [1] | 225 | 225 | ||
Distributions to unitholders | [1] | (313,515) | (215,556) | (97,959) | |
Ending balance at Sep. 30, 2017 | [1] | $ 2,108,161 | $ 2,111,095 | $ (2,934) | |
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. |
Financial Statements
Financial Statements | 9 Months Ended |
Sep. 30, 2017 | |
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) is a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP) and is the general partner of EQM. 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 September 30, 2017 and December 31, 2016 , the results of its operations for the three and nine months ended September 30, 2017 and 2016 and its cash flows and equity for the nine months ended September 30, 2017 and 2016 . Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2016 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. AVC, Rager and the Gathering Assets were businesses and the October 2016 Acquisition was a transaction between entities under common control; therefore, EQM recorded the assets and liabilities of these entities 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 equity. EQM recast its consolidated financial statements to retrospectively reflect the October 2016 Acquisition as if the entities were 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 them during the periods reported. Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . 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, 2016 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 ASU No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. EQM expects to adopt the ASUs using the modified retrospective method of adoption on January 1, 2018. During the third quarter of 2017, EQM substantially completed its detailed review of the impact of the standard on each of its contracts. Based on this review, EQM does not expect the standard to have a significant impact on net income. EQM is currently evaluating the impact of the standard on its internal controls and 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 will adopt this standard in the first quarter of 2018 and does not expect that the adoption will have a material impact on its financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The primary effect of adopting the new standard will be to record assets and obligations for contracts currently recognized as operating leases. 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 has completed a high level identification of agreements covered by this standard and will continue to evaluate 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. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses the presentation and classification of eight specific cash flow issues. The amendments in the ASU will be effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. EQM adopted this standard in the second quarter of 2017 with no material impact on its financial statements and related disclosures. |
October 2016 Acquisition
October 2016 Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
October 2016 Acquisition | October 2016 Acquisition Effective October 1, 2016, EQM acquired from EQT 100% of the outstanding limited liability company interests of AVC and Rager as well as the Gathering Assets. The aggregate consideration paid by EQM to EQT of $275 million was funded by borrowings under the $1 Billion Facility (as defined in Note G). Prior to the October 2016 Acquisition, EQM operated the AVC facilities as part of its transmission and storage system under a lease agreement with EQT. The lease was a capital lease under GAAP; therefore, revenues and expenses associated with the AVC facilities were included in EQM’s historical consolidated financial statements and the AVC facilities were depreciated over the lease term of 25 years. In conjunction with the October 2016 Acquisition, the lease agreement was terminated. As a result, EQM's recast of the consolidated financial statements included recasting depreciation expense recognized for the periods prior to the transaction to reflect the pipeline’s useful life of 40 years. The cumulative capital lease depreciation recorded for periods prior to the transaction was eliminated through equity at the time of the acquisition and the consolidated financial statements now reflect the depreciation expense based on the 40 year useful life. This adjustment increased previously reported net income by $1.8 million and $5.2 million for the three and nine months ended September 30, 2016 , respectively. |
Equity and Net Income per Limit
Equity and Net Income per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Equity and Net Income per Limited Partner Unit | Equity and Net Income per Limited Partner Unit The following table summarizes EQM's limited partner common units and general partner units issued from January 1, 2016 through December 31, 2016. EQM did no t issue any units during the nine months ended September 30, 2017 . Limited Partner Common Units General Partner Units Total Balance at January 1, 2016 77,520,181 1,443,015 78,963,196 2014 EQM Value Driver Award Program 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 December 31, 2016 80,581,758 1,443,015 82,024,773 As of September 30, 2017 , 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 IDRs in EQM. As of September 30, 2017 , 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 AVC, Rager and the Gathering Assets for periods prior to October 1, 2016 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 21,298 and 17,481 for the three months ended September 30, 2017 and 2016 , respectively, and 20,757 and 17,046 for the nine months ended September 30, 2017 and 2016 , respectively. Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding totaled zero and 27,397 for the three and nine months ended September 30, 2016 , respectively. Distributions On October 24, 2017 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM’s unitholders for the third quarter of 2017 of $0.98 per common unit. The cash distribution will be paid on November 14, 2017 to unitholders of record at the close of business on November 3, 2017 . Based on the 80,581,758 EQM common units outstanding on October 26, 2017 , cash distributions to EQGP will be approximately $21.4 million related to its limited partner interest, $2.1 million related to its general partner interest and $37.6 million related to its IDRs in EQM. The distribution amounts to EQGP related to its general partner interest and IDRs in EQM are subject to change if EQM issues additional common units on or prior to the record date for the third quarter 2017 distribution. |
Financial Information by Busine
Financial Information by Business Segment | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment Three Months Ended Nine Months Ended 2017 2016 2017 2016 (Thousands) Revenues from external customers (including affiliates): Gathering $ 116,522 $ 99,141 $ 330,996 $ 297,305 Transmission 90,671 77,631 278,589 243,295 Total operating revenues $ 207,193 $ 176,772 $ 609,585 $ 540,600 Operating income: Gathering $ 85,817 $ 72,495 $ 242,716 $ 218,274 Transmission 59,689 53,715 188,995 174,085 Total operating income $ 145,506 $ 126,210 $ 431,711 $ 392,359 Reconciliation of operating income to net income: Other income 6,858 13,479 19,576 31,490 Net interest expense 9,426 2,802 26,014 11,448 Income tax expense — 3,227 — 10,147 Net income $ 142,938 $ 133,660 $ 425,273 $ 402,254 September 30, 2017 December 31, 2016 (Thousands) Segment assets: Gathering $ 1,422,645 $ 1,292,713 Transmission 1,453,309 1,413,631 Total operating segments 2,875,954 2,706,344 Headquarters, including cash 471,475 369,496 Total assets $ 3,347,429 $ 3,075,840 Three Months Ended Nine Months Ended 2017 2016 2017 2016 (Thousands) Depreciation and amortization: Gathering $ 9,983 $ 7,663 $ 28,398 $ 22,520 Transmission 12,261 6,976 35,793 20,657 Total $ 22,244 $ 14,639 $ 64,191 $ 43,177 Expenditures for segment assets: Gathering $ 48,182 $ 88,390 $ 150,728 $ 247,755 Transmission 22,312 77,940 73,679 253,957 Total (1) $ 70,494 $ 166,330 $ 224,407 $ 501,712 (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 $26.5 million , $31.2 million and $26.7 million at September 30, 2017 , June 30, 2017 and December 31, 2016 , respectively. Accrued capital expenditures were approximately $48.2 million , $50.7 million and $24.1 million at September 30, 2016 , June 30, 2016 and December 31, 2015 , respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the ordinary course of business, EQM engages in transactions with EQT and its affiliates including, but not limited to, transportation service and precedent agreements, storage agreements and gas gathering agreements. Pursuant to the 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. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity 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 September 30, 2017 . The MVP Joint Venture has been determined to be a variable interest entity because it has insufficient equity to finance its 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 MVP Joint Venture and no one member owns more than a 66 2/3% interest. EQM accounts for the interest in the MVP Joint Venture as an equity method investment as EQM has the ability to exercise significant influence over operating and financial policies of the MVP Joint Venture. In August 2017 , the MVP Joint Venture issued a capital call notice to MVP Holdco, LLC (MVP Holdco), a direct wholly owned subsidiary of EQM, for $48.0 million , of which $27.2 million was paid in October 2017 and the remaining $20.8 million is expected to be paid in November 2017 . The capital contribution payable has been reflected on the consolidated balance sheet as of September 30, 2017 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 $6.0 million and $2.7 million for the three months ended September 30, 2017 and 2016 , respectively, and $15.4 million and $6.1 million for the nine months ended September 30, 2017 and 2016 , respectively. As of September 30, 2017 , 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. EQM will then be obligated to issue a new guarantee in an amount equal to 33% of MVP Holdco’s proportionate share of 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 September 30, 2017 , EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $431 million , which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of September 30, 2017 and amounts which could have become due under EQM's performance guarantee as of that date. The following tables summarize the unaudited condensed financial statements for the investment in unconsolidated entity accounted for under the equity method of accounting. Condensed Consolidated Balance Sheets September 30, 2017 December 31, 2016 (Thousands) Current assets $ 186,840 $ 53,959 Noncurrent assets 594,208 361,820 Total assets $ 781,048 $ 415,779 Current liabilities $ 33,802 $ 10,149 Equity 747,246 405,630 Total liabilities and equity $ 781,048 $ 415,779 Condensed Statements of Consolidated Operations Three Months Ended Nine Months Ended 2017 2016 2017 2016 (Thousands) Net interest income $ 3,227 $ 1,460 $ 8,205 $ 3,237 AFUDC - equity 10,055 4,474 25,710 10,023 Net income $ 13,282 $ 5,934 $ 33,915 $ 13,260 |
Credit Facility Borrowings
Credit Facility Borrowings | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Current and Noncurrent [Abstract] | |
Credit Facility Borrowings | Credit Facility Borrowings $1 Billion Facility. In July 2017, EQM amended and restated its credit facility to increase the borrowing capacity under the facility from $750 million to $1 billion and extend the term to July 2022. The proceeds of the loans made under the $1 Billion Facility may be used by EQM for working capital, capital expenditures, dividends, unit repurchases and other lawful corporate purposes (including purchasing assets from EQT and its subsidiaries and other third parties). Subject to certain terms and conditions, the $1 Billion Facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $500 million . EQM’s $1 Billion Facility contains various provisions that, if not complied with, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default relate to maintenance of a permitted leverage ratio, limitations on transactions with affiliates, limitations on restricted payments, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of and certain other defaults under other financial obligations and change of control provisions. Under the $1 Billion Facility, EQM is required to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). EQM had $105 million of borrowings outstanding on its credit facility as of September 30, 2017 and had no borrowings outstanding as of December 31, 2016 . During the three and nine months ended September 30, 2017 , the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $177 million and the average daily balances were approximately $95 million and $32 million , respectively. Interest was incurred at a weighted average annual interest rate of approximately 2.7% for the three and nine months ended September 30, 2017 . During the three and nine months ended September 30, 2016 , the maximum amounts of EQM’s outstanding borrowings under the credit facility at any time were $91 million and $299 million , respectively, and the average daily balances were approximately $34 million and $67 million , respectively. Interest was incurred at weighted average annual interest rates of approximately 2.0% and 1.9% for the three and nine months ended September 30, 2016 , respectively. 364 -Day Facility. EQM has a $500 million , 364 -day, uncommitted revolving loan agreement with EQT that matures on October 24, 2018 and will automatically renew for successive 364 -day periods unless EQT delivers a non-renewal notice at least 60 days prior to the then current maturity date. Interest accrues on outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the $1 Billion Facility, or a successor revolving credit facility, less the sum of (i) the then applicable commitment fee under the $1 Billion Facility and (ii) 10 basis points. EQM had no borrowings outstanding on the 364 -Day Facility as of September 30, 2017 and December 31, 2016 . During the three and nine months ended September 30, 2017 , the maximum amounts of EQM’s outstanding borrowings under the credit facility at any time were $40 million and $100 million , respectively, and the average daily balances were approximately $11 million and $30 million , respectively. For the three and nine months ended September 30, 2017 , interest was incurred at weighted average annual interest rates of approximately 2.4% and 2.2% , respectively. As of September 30, 2017 , EQM was in compliance with all debt provisions and covenants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying values 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 the 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 EQM's long-term debt is not actively traded, its fair value is a Level 2 fair value measurement estimated using a standard industry income approach model which utilizes a discount rate based on market rates for debt with similar remaining time to maturity and credit risk. As of September 30, 2017 and December 31, 2016 , the estimated fair value of EQM's long-term debt was approximately $1,018 million and $982 million , respectively, and the carrying value of EQM's long-term debt was approximately $987 million and $986 million , respectively. The fair value of the Preferred Interest is a Level 3 fair value measurement which is estimated using an income approach model utilizing a market-based discount rate. As of September 30, 2017 and December 31, 2016 , the estimated fair value of the Preferred Interest was approximately $133 million and $132 million , respectively, and the carrying value of the Preferred Interest was approximately $120 million and $123 million , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
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 EQM's unitholders; accordingly, EQM does not record a provision for income taxes. As discussed in Note A, EQM’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. Accordingly, the income tax effects associated with these operations prior to acquisition are reflected in the consolidated financial statements as they were previously part of EQT’s consolidated federal tax return. |
Distributions
Distributions | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Distributions | Equity and Net Income per Limited Partner Unit The following table summarizes EQM's limited partner common units and general partner units issued from January 1, 2016 through December 31, 2016. EQM did no t issue any units during the nine months ended September 30, 2017 . Limited Partner Common Units General Partner Units Total Balance at January 1, 2016 77,520,181 1,443,015 78,963,196 2014 EQM Value Driver Award Program 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 December 31, 2016 80,581,758 1,443,015 82,024,773 As of September 30, 2017 , 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 IDRs in EQM. As of September 30, 2017 , 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 AVC, Rager and the Gathering Assets for periods prior to October 1, 2016 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 21,298 and 17,481 for the three months ended September 30, 2017 and 2016 , respectively, and 20,757 and 17,046 for the nine months ended September 30, 2017 and 2016 , respectively. Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding totaled zero and 27,397 for the three and nine months ended September 30, 2016 , respectively. Distributions On October 24, 2017 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM’s unitholders for the third quarter of 2017 of $0.98 per common unit. The cash distribution will be paid on November 14, 2017 to unitholders of record at the close of business on November 3, 2017 . Based on the 80,581,758 EQM common units outstanding on October 26, 2017 , cash distributions to EQGP will be approximately $21.4 million related to its limited partner interest, $2.1 million related to its general partner interest and $37.6 million related to its IDRs in EQM. The distribution amounts to EQGP related to its general partner interest and IDRs in EQM are subject to change if EQM issues additional common units on or prior to the record date for the third quarter 2017 distribution. |
Financial Statements (Policies)
Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 and December 31, 2016 , the results of its operations for the three and nine months ended September 30, 2017 and 2016 and its cash flows and equity for the nine months ended September 30, 2017 and 2016 . Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2016 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. AVC, Rager and the Gathering Assets were businesses and the October 2016 Acquisition was a transaction between entities under common control; therefore, EQM recorded the assets and liabilities of these entities 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 equity. EQM recast its consolidated financial statements to retrospectively reflect the October 2016 Acquisition as if the entities were 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 them during the periods reported. Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . 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, 2016 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 ASU No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. EQM expects to adopt the ASUs using the modified retrospective method of adoption on January 1, 2018. During the third quarter of 2017, EQM substantially completed its detailed review of the impact of the standard on each of its contracts. Based on this review, EQM does not expect the standard to have a significant impact on net income. EQM is currently evaluating the impact of the standard on its internal controls and 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 will adopt this standard in the first quarter of 2018 and does not expect that the adoption will have a material impact on its financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The primary effect of adopting the new standard will be to record assets and obligations for contracts currently recognized as operating leases. 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 has completed a high level identification of agreements covered by this standard and will continue to evaluate 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. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses the presentation and classification of eight specific cash flow issues. The amendments in the ASU will be effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. EQM adopted this standard in the second quarter of 2017 with no material impact on its financial statements and related disclosures. |
Equity and Net Income per Lim19
Equity and Net Income per Limited Partner Unit (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Limited Partner Common Units and General Partner Units Issued | The following table summarizes EQM's limited partner common units and general partner units issued from January 1, 2016 through December 31, 2016. EQM did no t issue any units during the nine months ended September 30, 2017 . Limited Partner Common Units General Partner Units Total Balance at January 1, 2016 77,520,181 1,443,015 78,963,196 2014 EQM Value Driver Award Program 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 December 31, 2016 80,581,758 1,443,015 82,024,773 |
Financial Information by Busi20
Financial Information by Business Segment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income | Three Months Ended Nine Months Ended 2017 2016 2017 2016 (Thousands) Revenues from external customers (including affiliates): Gathering $ 116,522 $ 99,141 $ 330,996 $ 297,305 Transmission 90,671 77,631 278,589 243,295 Total operating revenues $ 207,193 $ 176,772 $ 609,585 $ 540,600 Operating income: Gathering $ 85,817 $ 72,495 $ 242,716 $ 218,274 Transmission 59,689 53,715 188,995 174,085 Total operating income $ 145,506 $ 126,210 $ 431,711 $ 392,359 Reconciliation of operating income to net income: Other income 6,858 13,479 19,576 31,490 Net interest expense 9,426 2,802 26,014 11,448 Income tax expense — 3,227 — 10,147 Net income $ 142,938 $ 133,660 $ 425,273 $ 402,254 |
Schedule of Segment Assets | September 30, 2017 December 31, 2016 (Thousands) Segment assets: Gathering $ 1,422,645 $ 1,292,713 Transmission 1,453,309 1,413,631 Total operating segments 2,875,954 2,706,344 Headquarters, including cash 471,475 369,496 Total assets $ 3,347,429 $ 3,075,840 |
Schedule of Depreciation, Amortization, and Expenditures for Segment Assets | Three Months Ended Nine Months Ended 2017 2016 2017 2016 (Thousands) Depreciation and amortization: Gathering $ 9,983 $ 7,663 $ 28,398 $ 22,520 Transmission 12,261 6,976 35,793 20,657 Total $ 22,244 $ 14,639 $ 64,191 $ 43,177 Expenditures for segment assets: Gathering $ 48,182 $ 88,390 $ 150,728 $ 247,755 Transmission 22,312 77,940 73,679 253,957 Total (1) $ 70,494 $ 166,330 $ 224,407 $ 501,712 (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 $26.5 million , $31.2 million and $26.7 million at September 30, 2017 , June 30, 2017 and December 31, 2016 , respectively. Accrued capital expenditures were approximately $48.2 million , $50.7 million and $24.1 million at September 30, 2016 , June 30, 2016 and December 31, 2015 , respectively. |
Investment in Unconsolidated 21
Investment in Unconsolidated Entity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables summarize the unaudited condensed financial statements for the investment in unconsolidated entity accounted for under the equity method of accounting. Condensed Consolidated Balance Sheets September 30, 2017 December 31, 2016 (Thousands) Current assets $ 186,840 $ 53,959 Noncurrent assets 594,208 361,820 Total assets $ 781,048 $ 415,779 Current liabilities $ 33,802 $ 10,149 Equity 747,246 405,630 Total liabilities and equity $ 781,048 $ 415,779 Condensed Statements of Consolidated Operations Three Months Ended Nine Months Ended 2017 2016 2017 2016 (Thousands) Net interest income $ 3,227 $ 1,460 $ 8,205 $ 3,237 AFUDC - equity 10,055 4,474 25,710 10,023 Net income $ 13,282 $ 5,934 $ 33,915 $ 13,260 |
October 2016 Acquisition (Detai
October 2016 Acquisition (Details) - USD ($) | Oct. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Jul. 31, 2017 |
Restatement Adjustment | ||||
Business Acquisition [Line Items] | ||||
Adjustment to net income (loss) | $ 1,800,000 | $ 5,200,000 | ||
Pipelines | ||||
Business Acquisition [Line Items] | ||||
Capital lease term | 25 years | |||
Equipment useful life | 40 years | |||
One Billion Credit Facility | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Maximum borrowing capacity | $ 1,000,000,000 | |||
AVC, Rager, and Gathering Assets | ||||
Business Acquisition [Line Items] | ||||
Ownership interest (as a percent) | 100.00% | |||
Consideration paid | $ 275,000,000 |
Equity and Net Income per Lim23
Equity and Net Income per Limited Partner Unit - Summary of Units Issued (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Limited Partners' Capital Account [Line Items] | |
Common unit aggregate offering price amount | $ | $ 750,000,000 |
Increase (Decrease) in Partners' Capital | |
Beginning balance (in shares) | 78,963,196 |
At the market program issuances (in shares) | 2,949,309 |
Ending balance (in shares) | 82,024,773 |
2014 EQM Value Driver Award Program issuance | |
Increase (Decrease) in Partners' Capital | |
Common units issued (in shares) | 19,796 |
EQM Total Return Program issuance | |
Increase (Decrease) in Partners' Capital | |
Common units issued (in shares) | 92,472 |
Limited Partner Common Units | |
Increase (Decrease) in Partners' Capital | |
Beginning balance (in shares) | 77,520,181 |
At the market program issuances (in shares) | 2,949,309 |
Ending balance (in shares) | 80,581,758 |
Limited Partner Common Units | 2014 EQM Value Driver Award Program issuance | |
Increase (Decrease) in Partners' Capital | |
Common units issued (in shares) | 19,796 |
Limited Partner Common Units | EQM Total Return Program issuance | |
Increase (Decrease) in Partners' Capital | |
Common units issued (in shares) | 92,472 |
General Partner Units | |
Increase (Decrease) in Partners' Capital | |
Beginning balance (in shares) | 1,443,015 |
At the market program issuances (in shares) | 0 |
Ending balance (in shares) | 1,443,015 |
General Partner Units | 2014 EQM Value Driver Award Program issuance | |
Increase (Decrease) in Partners' Capital | |
Common units issued (in shares) | 0 |
General Partner Units | EQM Total Return Program issuance | |
Increase (Decrease) in Partners' Capital | |
Common units issued (in shares) | 0 |
Equity and Net Income per Lim24
Equity and Net Income per Limited Partner Unit - Narrative (Details) - shares | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||||||
Partners' capital account, units issued (in shares) | 0 | |||||||
Number of common units held by parent (in shares) | 80,581,758 | 80,581,758 | 80,581,758 | 80,581,758 | ||||
Number of general partner units held by parent (in shares) | 82,024,773 | 78,963,196 | ||||||
Weighted average limited partner units outstanding - basic (in shares) | [1] | 80,603,000 | 80,599,000 | 80,603,000 | 78,998,000 | |||
Phantom Units | ||||||||
Class of Stock [Line Items] | ||||||||
Weighted average limited partner units outstanding - basic (in shares) | 21,298 | 17,481 | 20,757 | 17,046 | ||||
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 | 27,397 | ||||||
Limited Partner Common Units | ||||||||
Class of Stock [Line Items] | ||||||||
Number of general partner units held by parent (in shares) | 80,581,758 | 77,520,181 | ||||||
General Partner Units | ||||||||
Class of Stock [Line Items] | ||||||||
Number of general partner units held by parent (in shares) | 1,443,015 | 1,443,015 | ||||||
EQGP | Limited Partner Common Units | EQM | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common units held by parent (in shares) | 21,811,643 | 21,811,643 | 21,811,643 | |||||
Ownership interest (as a percent) | 26.60% | |||||||
EQGP | General Partner Units | EQM | ||||||||
Class of Stock [Line Items] | ||||||||
Number of general partner units held by parent (in shares) | 1,443,015 | 1,443,015 | 1,443,015 | |||||
General partner's ownership interest (as a percent) | 1.80% | |||||||
EQT | EQGP | ||||||||
Class of Stock [Line Items] | ||||||||
Ownership interest (as a percent) | 90.10% | |||||||
General partner's ownership interest (as a percent) | 100.00% | |||||||
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. |
Financial Information by Busi25
Financial Information by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | ||
Revenues from external customers (including affiliates): | |||||||||
Total operating revenues | [1],[2] | $ 207,193 | $ 176,772 | $ 609,585 | $ 540,600 | ||||
Operating income: | |||||||||
Total operating income | [1] | 145,506 | 126,210 | 431,711 | 392,359 | ||||
Reconciliation of operating income to net income: | |||||||||
Other income | [1],[3] | 6,858 | 13,479 | 19,576 | 31,490 | ||||
Net interest expense | [1],[4] | 9,426 | 2,802 | 26,014 | 11,448 | ||||
Income tax expense | [1] | 0 | 3,227 | 0 | 10,147 | ||||
Net income | [1] | 142,938 | 133,660 | 425,273 | 402,254 | ||||
Segment assets: | |||||||||
Total assets | 3,347,429 | 3,347,429 | $ 3,075,840 | ||||||
Depreciation and amortization: | |||||||||
Depreciation and amortization | [1] | 22,244 | 14,639 | 64,191 | 43,177 | ||||
Expenditures for segment assets: | |||||||||
Accrued capital expenditures | 26,500 | 48,200 | 26,500 | 48,200 | $ 31,200 | 26,700 | $ 50,700 | $ 24,100 | |
Operating Segments | |||||||||
Segment assets: | |||||||||
Total assets | 2,875,954 | 2,875,954 | 2,706,344 | ||||||
Depreciation and amortization: | |||||||||
Depreciation and amortization | 22,244 | 14,639 | 64,191 | 43,177 | |||||
Expenditures for segment assets: | |||||||||
Expenditures for segment assets | [5] | 70,494 | 166,330 | 224,407 | 501,712 | ||||
Headquarters, including cash | |||||||||
Segment assets: | |||||||||
Total assets | 471,475 | 471,475 | 369,496 | ||||||
Gathering | |||||||||
Segment assets: | |||||||||
Total assets | 1,422,645 | 1,422,645 | 1,292,713 | ||||||
Gathering | Operating Segments | |||||||||
Revenues from external customers (including affiliates): | |||||||||
Total operating revenues | 116,522 | 99,141 | 330,996 | 297,305 | |||||
Operating income: | |||||||||
Total operating income | 85,817 | 72,495 | 242,716 | 218,274 | |||||
Depreciation and amortization: | |||||||||
Depreciation and amortization | 9,983 | 7,663 | 28,398 | 22,520 | |||||
Expenditures for segment assets: | |||||||||
Expenditures for segment assets | 48,182 | 88,390 | 150,728 | 247,755 | |||||
Transmission | |||||||||
Segment assets: | |||||||||
Total assets | 1,453,309 | 1,453,309 | $ 1,413,631 | ||||||
Transmission | Operating Segments | |||||||||
Revenues from external customers (including affiliates): | |||||||||
Total operating revenues | 90,671 | 77,631 | 278,589 | 243,295 | |||||
Operating income: | |||||||||
Total operating income | 59,689 | 53,715 | 188,995 | 174,085 | |||||
Depreciation and amortization: | |||||||||
Depreciation and amortization | 12,261 | 6,976 | 35,793 | 20,657 | |||||
Expenditures for segment assets: | |||||||||
Expenditures for segment assets | $ 22,312 | $ 77,940 | $ 73,679 | $ 253,957 | |||||
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. | ||||||||
[2] | Operating revenues included affiliate revenues from EQT of $154.2 million and $135.5 million for the three months ended September 30, 2017 and 2016, respectively, and $445.8 million and $408.3 million for the nine months ended September 30, 2017 and 2016, respectively. See Note E. | ||||||||
[3] | For the three and nine months ended September 30, 2017, other income included equity income from Mountain Valley Pipeline, LLC (MVP Joint Venture) of $6.0 million and $15.4 million, respectively. For the three and nine months ended September 30, 2016, other income included distributions received from EES of $2.8 million and $8.3 million, respectively, and equity income from the MVP Joint Venture of $2.7 million and $6.1 million, respectively. See Note F. | ||||||||
[4] | For the three and nine months ended September 30, 2017, net interest expense included $1.7 million and $5.1 million, respectively, of interest income on the Preferred Interest in EES. | ||||||||
[5] | 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 $26.5 million, $31.2 million and $26.7 million at September 30, 2017, June 30, 2017 and December 31, 2016, respectively. Accrued capital expenditures were approximately $48.2 million, $50.7 million and $24.1 million at September 30, 2016, June 30, 2016 and December 31, 2015, respectively. |
Investment in Unconsolidated 26
Investment in Unconsolidated Entity (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2017USD ($) | Aug. 31, 2017USD ($) | Sep. 30, 2017USD ($)mi | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)mi | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | ||
Schedule of Equity Method Investments [Line Items] | ||||||||
Capital call payment | [1] | $ 103,448 | $ 76,297 | |||||
Capital contribution payable to MVP Joint Venture | $ 48,026 | 48,026 | $ 11,471 | |||||
Equity income | [1] | $ 15,413 | 6,139 | |||||
MVP Joint Venture | Beneficial Owner | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of ownership interest | 66.67% | |||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest | 45.50% | 45.50% | ||||||
Capital call notice | $ 48,000 | |||||||
Capital contribution payable to MVP Joint Venture | $ 20,800 | $ 20,800 | ||||||
Maximum financial statement exposure | 431,000 | 431,000 | ||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Other Income | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity income | $ 6,000 | $ 2,700 | $ 15,400 | $ 6,100 | ||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Subsequent Event | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Capital call payment | $ 27,200 | |||||||
MVP | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Length of pipeline (in miles) | mi | 300 | 300 | ||||||
MVP | Variable Interest Entity, Not Primary Beneficiary | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Issuance of performance guarantee | $ 91,000 | $ 91,000 | ||||||
Percentage of remaining obligations | 33.00% | 33.00% | ||||||
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. |
Investment in Unconsolidated 27
Investment in Unconsolidated Entity - Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity (Details) - MVP Joint Venture - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Condensed Consolidated Balance Sheets | |||||
Current assets | $ 186,840 | $ 186,840 | $ 53,959 | ||
Noncurrent assets | 594,208 | 594,208 | 361,820 | ||
Total assets | 781,048 | 781,048 | 415,779 | ||
Current liabilities | 33,802 | 33,802 | 10,149 | ||
Equity | 747,246 | 747,246 | 405,630 | ||
Total liabilities and equity | 781,048 | 781,048 | $ 415,779 | ||
Condensed Statements of Consolidated Operations | |||||
Net interest income | 3,227 | $ 1,460 | 8,205 | $ 3,237 | |
AFUDC - equity | 10,055 | 4,474 | 25,710 | 10,023 | |
Net income | $ 13,282 | $ 5,934 | $ 33,915 | $ 13,260 |
Credit Facility Borrowings (Det
Credit Facility Borrowings (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Long-term debt | ||||||
Credit facility borrowings | $ 105,000,000 | $ 105,000,000 | $ 0 | |||
Revolving Credit Facility | ||||||
Long-term debt | ||||||
Basis spread above commitment fee | 0.10% | |||||
Revolving Credit Facility | One Billion Credit Facility | ||||||
Long-term debt | ||||||
Credit facility borrowings | 105,000,000 | $ 105,000,000 | 0 | |||
Revolving Credit Facility | $500 Million Uncommitted Revolving Loan Agreement | ||||||
Long-term debt | ||||||
Maximum borrowing capacity | 500,000,000 | 500,000,000 | ||||
Short-term debt amount outstanding | 0 | 0 | $ 0 | |||
Maximum amount of outstanding short-term loans at any time during the period | 40,000,000 | 100,000,000 | ||||
Average daily balance of short-term loans outstanding | $ 11,000,000 | $ 30,000,000 | ||||
Weighted average annual interest rate | 2.40% | 2.20% | ||||
Line of credit expiration period | 364 days | |||||
Renewal notice period prior to current maturity date | 60 days | |||||
Line of Credit | One Billion Credit Facility | ||||||
Long-term debt | ||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||
Additional borrowing capacity | 500,000,000 | |||||
Consolidated leverage ratio for certain measurement periods (not more than) | 5 | 5 | ||||
Consolidated leverage ratio (not more than) | 5.50 | 5.50 | ||||
Maximum amount of outstanding short-term loans at any time during the period | $ 177,000,000 | $ 91,000,000 | $ 177,000,000 | $ 299,000,000 | ||
Average daily balance of short-term loans outstanding | $ 95,000,000 | $ 34,000,000 | $ 32,000,000 | $ 67,000,000 | ||
Weighted average annual interest rate | 2.70% | 2.00% | 2.70% | 1.90% | ||
Line of Credit | $750 Million Credit Facility | ||||||
Long-term debt | ||||||
Maximum borrowing capacity | $ 750,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of long-term debt | $ 986,947 | $ 985,732 |
EES | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Value of preferred interest | 120,000 | 123,000 |
Level 3 | EES | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Value of preferred interest | 133,000 | 132,000 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of long-term debt | 1,018,000 | 982,000 |
Carrying value of long-term debt | $ 987,000 | $ 986,000 |
Distributions (Details)
Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 26, 2017 | Oct. 24, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Subsequent Event [Line Items] | |||||||||
Cash distribution to the company's common and subordinated unitholders declared (in dollars per share) | [1],[2] | $ 0.98 | $ 0.815 | $ 2.805 | $ 2.34 | ||||
Common units outstanding (in shares) | 82,024,773 | 78,963,196 | |||||||
General Partner Units | |||||||||
Subsequent Event [Line Items] | |||||||||
Common units outstanding (in shares) | 1,443,015 | 1,443,015 | |||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash distribution to the company's common and subordinated unitholders declared (in dollars per share) | $ 0.98 | ||||||||
Common units outstanding (in shares) | 80,581,758 | ||||||||
Incentive distribution rights | $ 37.6 | ||||||||
Subsequent Event | Limited Partner | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash distribution declared to the limited partner | 21.4 | ||||||||
Subsequent Event | General Partner Units | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash distribution declared to the general partner | $ 2.1 | ||||||||
[1] | As discussed in Note A, EQM’s consolidated financial statements for the three and nine months ended September 30, 2016 have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control. | ||||||||
[2] | Represents the cash distributions declared related to the period presented. See Note J. |