Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 28, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 001-35574 | ||
Entity Registrant Name | EQM Midstream Partners, LP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 37-1661577 | ||
Entity Address, Address Line One | 2200 Energy Drive, | ||
Entity Address, City or Town | Canonsburg | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 15317 | ||
City Area Code | 724 | ||
Local Phone Number | 271-7600 | ||
Title of 12(b) Security | Common Units Representing Limited Partner Interests | ||
Trading Symbol | EQM | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.7 | ||
Entity Common Stock, Shares Outstanding | 200,457,630 | ||
Documents Incorporated by Reference | None | ||
Entity Central Index Key | 0001540947 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false | ||
Class B Units | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,000,000 |
STATEMENTS OF CONSOLIDATED OPER
STATEMENTS OF CONSOLIDATED OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | ||||
Operating revenues | [1],[2] | $ 1,630,242 | $ 1,495,098 | $ 895,558 |
Operating expenses: | ||||
Operating and maintenance | [1],[3] | 165,367 | 163,451 | 84,831 |
Selling, general and administrative | [1],[3] | 110,620 | 121,831 | 77,321 |
Separation and other transaction costs | [1] | 19,344 | 7,761 | 0 |
Depreciation | [1],[4] | 223,160 | 171,914 | 107,161 |
Amortization of intangible assets | [1],[4] | 53,258 | 41,547 | 5,540 |
Impairments of long-lived assets | [1],[5] | 854,307 | 261,941 | 0 |
Total operating expenses | [1] | 1,426,056 | 768,445 | 274,853 |
Operating income | [1] | 204,186 | 726,653 | 620,705 |
Equity income | [1],[4],[6],[7] | 163,279 | 61,778 | 22,171 |
Other income | [1] | 4,601 | 5,011 | 4,439 |
Net interest expense | [1],[8] | 209,984 | 122,094 | 36,955 |
Net income | [1],[4],[9] | 162,082 | 671,348 | 610,360 |
Net (loss) income attributable to noncontrolling interests | [1] | (21,291) | 3,346 | 734 |
Net income attributable to EQM | [1] | 183,373 | 668,002 | 609,626 |
Calculation of limited partner common unit interest in net income: | ||||
Net income (loss) attributable to EQM | [1] | 183,373 | 668,002 | 609,626 |
Less: holders of Series A Preferred Units interest in net income | [1] | (73,981) | 0 | 0 |
Less pre-acquisition net income allocated to EQT | [1] | 0 | (164,242) | (37,722) |
Less general partner interest in net income - general partner units | [1] | 0 | (6,104) | (10,060) |
Less general partner interest in net income - IDRs | [1] | 0 | (255,927) | (143,531) |
Limited partners' (common unitholders) interest in net income | [1] | $ 109,392 | $ 241,729 | $ 418,313 |
Net income per limited common partner unit - basic (in USD per share) | [1],[10] | $ 0.58 | $ 2.43 | $ 5.19 |
Net income per limited common partner unit - diluted (in USD per share) | [1],[10] | $ 0.56 | $ 2.43 | $ 5.19 |
Weighted average limited partner common units outstanding – basic (in shares) | [1] | 189,085 | 99,303 | 80,603 |
Weighted average limited partner common units outstanding – diluted (in shares) | [1] | 196,085 | 99,303 | 80,603 |
Cash distributions declared per unit (in USD per share) | [1],[11] | $ 4.63 | $ 4.40 | $ 3.83 |
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||
[2] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. See Note 8 . | |||
[3] | For the year ended December 31, 2019 , operating and maintenance expense included approximately $52.7 million in charges from Equitrans Midstream Corporation. In the Successor period (defined in Note 1) from November 13, 2018 to December 31, 2018, operating and maintenance expense did not include any charges from Equitrans Midstream Corporation. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the year ended December 31, 2017 , operating and maintenance expense included charges from EQT of $49.8 million and $40.2 million , respectively. For the year ended December 31, 2019 and for the period from November 13, 2018 to December 31, 2018, selling, general and administrative expense included charges from Equitrans Midstream Corporation of $89.2 million and $16.3 million , respectively. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the year ended December 31, 2017 , selling, general and administrative expense included charges from EQT of $81.7 million and $72.6 million , respectively. See Note 8 . | |||
[4] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||
[5] | See Note 3 for disclosure regarding impairments of long-lived assets. | |||
[6] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9 . | |||
[7] | Represents equity income from the MVP Joint Venture. See Note 9 . | |||
[8] | For the years ended December 31, 2019 , 2018 and 2017 , net interest expense included interest income on the preferred interest that EQM has in EQT Energy Supply, LLC (EES) (the Preferred Interest) of $6.3 million , $6.6 million and $6.8 million , respectively. | |||
[9] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||
[10] | See Note 13 for disclosure regarding EQM's calculation of net income per limited partner unit (basic and diluted). | |||
[11] | Represents the cash distributions declared related to the period presented. See Note 10 . |
STATEMENTS OF CONSOLIDATED OP_2
STATEMENTS OF CONSOLIDATED OPERATIONS (Paranthetical) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Nov. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Operating and maintenance expense | [1],[2] | $ 165,367 | $ 163,451 | $ 84,831 | ||
Selling, general and administrative expense | [1],[2] | 110,620 | 121,831 | 77,321 | ||
EQT and Subsidiaries | ||||||
Operating revenues from related party | 1,122,626 | 1,111,289 | 665,939 | |||
Operating and maintenance expense | $ 49,800 | 52,713 | 49,778 | 40,204 | ||
Selling, general and administrative expense | $ 16,300 | $ 81,700 | 89,187 | 98,060 | 72,592 | |
EES | ||||||
Interest income | $ 6,324 | $ 6,578 | $ 6,818 | |||
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||||
[2] | For the year ended December 31, 2019 , operating and maintenance expense included approximately $52.7 million in charges from Equitrans Midstream Corporation. In the Successor period (defined in Note 1) from November 13, 2018 to December 31, 2018, operating and maintenance expense did not include any charges from Equitrans Midstream Corporation. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the year ended December 31, 2017 , operating and maintenance expense included charges from EQT of $49.8 million and $40.2 million , respectively. For the year ended December 31, 2019 and for the period from November 13, 2018 to December 31, 2018, selling, general and administrative expense included charges from Equitrans Midstream Corporation of $89.2 million and $16.3 million , respectively. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the year ended December 31, 2017 , selling, general and administrative expense included charges from EQT of $81.7 million and $72.6 million , respectively. See Note 8 . |
STATEMENTS OF CONSOLIDATED CASH
STATEMENTS OF CONSOLIDATED CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Cash flows from operating activities: | ||||||
Net income | [1],[2],[3] | $ 162,082 | $ 671,348 | $ 610,360 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation | [2],[3] | 223,160 | 171,914 | 107,161 | ||
Amortization of intangible assets | [2],[3] | 53,258 | 41,547 | 5,540 | ||
Impairment of long-lived assets | [2],[4] | 854,307 | 261,941 | 0 | ||
Equity income | [2],[3],[5],[6] | (163,279) | (61,778) | (22,171) | ||
AFUDC – equity | [2] | (5,162) | (5,570) | (5,110) | ||
Non-cash long term compensation expense | [2] | 255 | 1,275 | 242 | ||
Changes in other assets and liabilities: | ||||||
Accounts receivable | [2] | 17,099 | (48,046) | (24,583) | ||
Accounts payable | [2] | (89,210) | 94,961 | 2,853 | ||
Other assets and other liabilities | [2] | (3,103) | 59,647 | 7,556 | ||
Net cash provided by operating activities | [2] | 1,049,407 | 1,187,239 | 681,848 | ||
Cash flows from investing activities: | ||||||
Capital expenditures | [2] | (1,022,470) | (837,003) | (380,151) | ||
Capital contributions to the MVP Joint Venture | [2] | 774,593 | 913,195 | 159,550 | ||
Purchase of interests in the MVP Joint Venture | [2] | 0 | (11,302) | 0 | ||
Principal payments received on the Preferred Interest (Note 2) | [2] | 4,661 | 4,406 | 4,166 | ||
Net cash used in investing activities | [2] | (2,629,633) | (2,950,254) | (535,535) | ||
Cash flows from financing activities: | ||||||
Proceeds from credit facility borrowings | [2] | 2,402,000 | 3,427,500 | 544,000 | ||
Payments on credit facility borrowings | [2] | (2,397,000) | (3,268,500) | (344,000) | ||
Pay-down of long-term debt associated with Bolt-on Acquisition (Note 2) | [2] | (28,325) | 0 | 0 | ||
Proceeds from the issuance of long-term debt | [2] | 1,400,000 | 2,500,000 | 0 | ||
Proceeds from the issuance of Series A Preferred Units, net of offering costs | [2] | 1,158,313 | 0 | 0 | ||
Net contributions from EQT | [2] | 0 | 3,001 | 29,711 | ||
Acquisition of 25% of Strike Force Midstream LLC | [2] | 0 | (175,000) | 0 | ||
Capital contributions | [2] | 711 | 16,790 | 9,790 | ||
Distributions paid to unitholders | [2] | (905,878) | (736,145) | (442,229) | ||
Distributions paid to holders of Series A Preferred Units | [2] | (48,480) | 0 | 0 | ||
Distributions paid to noncontrolling interest | [2] | 0 | (750) | 0 | ||
Debt discount, debt issuance costs and credit facility origination fees | [2] | (2,870) | (40,966) | (2,257) | ||
Net cash provided by (used in) financing activities | [2] | 1,578,471 | 1,725,930 | (204,985) | ||
Net change in cash and cash equivalents | [2] | (1,755) | (37,085) | (58,672) | ||
Cash and cash equivalents at beginning of year | [2],[7] | 17,515 | 54,600 | 113,272 | ||
Cash and cash equivalents at end of year | [2] | 15,760 | 17,515 | [7] | 54,600 | [7] |
Cash paid during the year for: | ||||||
Interest, net of amount capitalized | [2] | 216,592 | 54,154 | 43,794 | ||
Non-cash activity during the year: | ||||||
(Decrease) increase in capital contribution receivable from EQT | 0 | (12,924) | 12,411 | |||
Bolt-on Acquisition | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Amortization of intangible assets | 11,700 | |||||
Cash flows from investing activities: | ||||||
Bolt-on Acquisition (Note 2), net of cash acquired | [2] | (837,231) | 0 | 0 | ||
Drop Down Transaction | ||||||
Cash flows from investing activities: | ||||||
Bolt-on Acquisition (Note 2), net of cash acquired | [2] | $ 0 | $ (1,193,160) | $ 0 | ||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||
[3] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||||
[4] | See Note 3 for disclosure regarding impairments of long-lived assets. | |||||
[5] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9 . | |||||
[6] | Represents equity income from the MVP Joint Venture. See Note 9 . | |||||
[7] | Cash and cash equivalents at beginning of year for December 31, 2017 includes $52.9 million of cash and cash equivalents acquired at the effective time of the Rice Merger. See Note 2 . |
STATEMENTS OF CONSOLIDATED CA_2
STATEMENTS OF CONSOLIDATED CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2016 |
Statement of Cash Flows [Abstract] | ||
Percentage of voting interests acquired | 25.00% | |
Cash | $ 52.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 15,760 | $ 17,515 | |
Accounts receivable (net of allowance for doubtful accounts of $285 and $75 as of December 31, 2019 and 2018, respectively) (a) | [1] | 254,109 | 254,390 |
Other current assets | 25,004 | 14,909 | |
Total current assets | 294,873 | 286,814 | |
Property, plant and equipment | 8,572,499 | 6,367,530 | |
Less: accumulated depreciation | (857,377) | (560,902) | |
Net property, plant and equipment | 7,715,122 | 5,806,628 | |
Investment in unconsolidated entity | 2,324,108 | 1,510,289 | |
Goodwill | [2] | 486,698 | 1,123,813 |
Net intangible assets | 797,439 | 576,113 | |
Other assets | 196,779 | 152,464 | |
Total assets | 11,815,019 | 9,456,121 | |
Current liabilities: | |||
Accounts payable | [3] | 126,786 | 207,877 |
Due to Equitrans Midstream | 39,009 | 44,509 | |
Capital contribution payable to the MVP Joint Venture | 45,150 | 169,202 | |
Accrued interest | 73,366 | 80,199 | |
Accrued liabilities | 31,550 | 20,672 | |
Total current liabilities | 315,861 | 522,459 | |
Credit facility borrowings | 902,500 | 625,000 | |
Long-term debt | [4] | 4,859,499 | 3,456,639 |
Regulatory and other long-term liabilities | 78,397 | 38,724 | |
Total liabilities | 6,156,257 | 4,642,822 | |
Equity: | |||
Series A Preferred Units (24,605,291 and 0 units issued and outstanding at December 31, 2019 and 2018, respectively) | 1,183,814 | 0 | |
General partner units (0 and 1,443,015 units issued and outstanding at December 31, 2019 and 2018, respectively) | 0 | 29,626 | |
Noncontrolling interest | [5] | 457,169 | 0 |
Total equity | [6] | 5,658,762 | 4,813,299 |
Total liabilities and equity | 11,815,019 | 9,456,121 | |
Common Units | |||
Equity: | |||
Common units and class B units | 4,020,601 | 4,783,673 | |
Class B Units | |||
Equity: | |||
Common units and class B units | $ (2,822) | $ 0 | |
[1] | Accounts receivable as of December 31, 2019 and 2018 included approximately $175.2 million and $174.8 million , respectively, of related party accounts receivable from EQT. | ||
[2] | See Note 3 for disclosures regarding impairments to goodwill. | ||
[3] | Accounts payable as of December 31, 2018 included approximately $34.0 million of related party accounts payable to EQT. There was no related party balance with EQT included in accounts payable as of December 31, 2019 . | ||
[4] | As of December 31, 2019 , EQM had aggregate credit facility borrowings outstanding of approximately $610 million and $293 million on its $3 Billion Facility and the Eureka Credit Facility, respectively (both defined in Note 12 ). As of December 31, 2018, EQM had credit facility borrowings outstanding of approximately $625 million on its $3 Billion Facility. See Note 12 | ||
[5] | Noncontrolling interest as of December 31, 2019 represents third-party ownership in Eureka Midstream. See Note 2 for further information. | ||
[6] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance for doubtful accounts | $ 285,000 | $ 75,000 |
Series A preferred units issued (in shares) | 24,605,291,000 | 0 |
Series A preferred units outstanding (in shares) | 24,605,291,000 | 0 |
General partner interest, units issued (in shares) | 0 | 1,443,015 |
General partner interest, units outstanding (in shares) | 0 | 1,443,015 |
Accounts receivable – related party | $ 175,153,000 | $ 174,767,000 |
Accounts payable - related party | 0 | 34,000,000 |
Credit facility borrowings | $ 902,500,000 | $ 625,000,000 |
Common Units | ||
Common units issued (in shares) | 200,457,630 | 120,457,638 |
Common units outstanding (in shares) | 200,457,630 | 120,457,638 |
Common Class B | ||
Common units issued (in shares) | 7,000,000 | 0 |
Common units outstanding (in shares) | 7,000,000 | 0 |
Line of Credit | $3 Billion Facility | ||
Credit facility borrowings | $ 610,000,000 | $ 625,000,000 |
Maximum borrowing capacity | 3,000,000,000 | |
Eureka Midstream, LLC | Eureka Credit Facility | ||
Credit facility borrowings | $ 293,000,000 |
STATEMENTS OF CONSOLIDATED EQUI
STATEMENTS OF CONSOLIDATED EQUITY - USD ($) $ in Thousands | Total | EQM Olympus /Strike Force / EQM WV | RMP | Limited Partners Common | General Partner | Predecessor Equity | Predecessor EquityEQM Olympus /Strike Force / EQM WV | Predecessor EquityRMP | Noncontrolling Interest | Noncontrolling InterestEQM Olympus /Strike Force / EQM WV | Series A Preferred Units | Series A Preferred UnitsLimited Partners Common | Common UnitsLimited Partners Common | Class B UnitsLimited Partners Common | ||
Beginning balance at Dec. 31, 2016 | [1] | $ 1,993,554 | $ (14,956) | $ 0 | $ 0 | $ 0 | $ 2,008,510 | $ 0 | ||||||||
Increase (Decrease) in Partners' Capital | ||||||||||||||||
Net income | [1] | 610,360 | [2],[3] | 153,591 | 37,722 | 734 | 418,313 | |||||||||
Activity from business acquisitions | [1] | $ 1,515,316 | $ 2,499,668 | $ 1,349,316 | $ 2,499,668 | $ 166,000 | ||||||||||
Capital contributions | [1] | 15,463 | 279 | 15,184 | ||||||||||||
Equity-based compensation plans | [1] | 242 | 17 | 225 | ||||||||||||
Net contributions from EQT, net of distributions | [1] | 29,711 | 29,711 | |||||||||||||
Net contributions from noncontrolling interest, net of distributions | [1] | 6,738 | 6,738 | |||||||||||||
Distributions to unitholders | [1] | (432,188) | (137,662) | (294,526) | ||||||||||||
Ending balance at Dec. 31, 2017 | [1] | 6,238,864 | 1,252 | 3,916,434 | 173,472 | 0 | 2,147,706 | 0 | ||||||||
Increase (Decrease) in Partners' Capital | ||||||||||||||||
Net income | [1] | 671,348 | [2],[3] | 262,031 | 164,242 | 3,346 | 241,729 | |||||||||
Activity from business acquisitions | [1] | (1,193,160) | (1,436,297) | 243,137 | ||||||||||||
Capital contributions | [1] | 3,866 | 65 | 3,801 | ||||||||||||
Equity-based compensation plans | [1] | 1,275 | 922 | 353 | ||||||||||||
Net contributions from EQT, net of distributions | [1] | 3,001 | 3,660 | (659) | ||||||||||||
Distributions to unitholders | [1] | (736,145) | (233,722) | (68,390) | (434,033) | |||||||||||
Distributions paid to noncontrolling interest | [1] | (750) | (750) | |||||||||||||
Acquisition of 25% of Strike Force Midstream LLC | [1] | (175,000) | (176,068) | 1,068 | ||||||||||||
EQM-RMP Merger | [1] | (2,580,571) | 2,580,571 | |||||||||||||
Ending balance at Dec. 31, 2018 | [1] | 4,813,299 | 29,626 | 0 | 0 | 0 | 4,783,673 | 0 | ||||||||
Increase (Decrease) in Partners' Capital | ||||||||||||||||
Net income | [1] | 162,082 | [2],[3] | 1,767 | (21,291) | 73,981 | 108,970 | (1,345) | ||||||||
Capital contributions | [1] | 711 | 711 | |||||||||||||
Equity-based compensation plans | [1] | 255 | 255 | |||||||||||||
Distributions to unitholders | [1] | (905,878) | (75,175) | $ (48,480) | (48,480) | (830,703) | ||||||||||
Equity restructuring associated with the EQM IDR Transaction | [1] | 0 | 43,782 | (42,305) | (1,477) | |||||||||||
Issuance of Series A Preferred Units, net of offering costs | [1] | 1,158,313 | $ 1,158,313 | |||||||||||||
Bolt-on Acquisition (Note 2) | [1] | 478,460 | 478,460 | |||||||||||||
Ending balance at Dec. 31, 2019 | [1] | $ 5,658,762 | $ 0 | $ 0 | $ 457,169 | $ 1,183,814 | $ 4,020,601 | $ (2,822) | ||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||||||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||||||||
[3] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
STATEMENTS OF CONSOLIDATED EQ_2
STATEMENTS OF CONSOLIDATED EQUITY (Parenthetical) | Dec. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | |
Percentage of voting interests acquired | 25.00% |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Operations and Significant Accounting Policies | Summary of Operations and Significant Accounting Policies Organization EQM Midstream Partners, LP and subsidiaries (collectively, EQM) is a growth-oriented Delaware limited partnership formed by EQT in January 2012. Prior to the completion of the EQM IDR Transaction (defined below), EQM Midstream Services, LLC was the general partner of EQM (the former EQM general partner). Following the consummation of the EQM IDR Transaction, EQGP Services, LLC, a wholly-owned indirect subsidiary of Equitrans Midstream, became the general partner of EQM (the EQM General Partner). References in these consolidated financial statements to Equitrans Midstream refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries, as applicable. On February 21, 2018, EQT announced its plan to separate its midstream business, which was composed of the separately-operated natural gas gathering, transmission and storage and water services of EQT (collectively, the Midstream Business), from its upstream business, which was composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of EQT (the Separation). On November 12, 2018, the Separation was effected through a series of transactions that culminated in EQT's contribution of the Midstream Business to Equitrans Midstream. See Note 6 for further information on the Separation. On February 22, 2019, Equitrans Midstream completed a simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019 (the IDR Merger Agreement), by and among Equitrans Midstream and certain related parties, pursuant to which, among other things, (i) Equitrans Merger Sub, LP, a party to the IDR Merger Agreement, merged with and into EQGP Holdings, LP (EQGP, and such merger, the Merger), with EQGP continuing as the surviving limited partnership and a wholly-owned subsidiary of EQM following the Merger, and (ii) each of (a) the incentive distribution rights (IDRs) in EQM, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding EQGP common units representing limited partner interests in EQGP were canceled, and, as consideration for such cancellation, certain affiliates of Equitrans Midstream received on a pro rata basis 80,000,000 newly-issued EQM common units and 7,000,000 newly-issued Class B units (Class B units), both representing limited partner interests in EQM, and the EQM General Partner retained the non-economic general partner interest in EQM (the EQM IDR Transaction). Additionally, as part of the EQM IDR Transaction, the 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain affiliates of Equitrans Midstream. See Note 6 for further information on the EQM IDR Transaction and Class B units. The EQM IDR Transaction constituted an exchange of equity interests between entities under common control and not a transfer of a business. Therefore, the exchange resulted in a reclassification, as of February 22, 2019, of a $43.8 million deficit capital balance from the general partner line item to the common and Class B unit line items in EQM's consolidated balance sheets based on the respective limited partner ownership interests. The reclassification represented an allocation of the carrying value of the exchanged general partner interest. Prior to the EQM IDR Transaction, when distributions related to the general partner interest and IDRs were made, earnings equal to the amount of distributions were allocated to the general partner before the remaining earnings were allocated to the limited partner unitholders based on their respective ownership percentages. Subsequent to the EQM IDR Transaction, no earnings are allocated to the general partner. The allocation of net income attributable to EQM for purposes of calculating net income per limited partner unit is described in Note 13 . On March 13, 2019, EQM entered into a Convertible Preferred Unit Purchase Agreement (inclusive of certain Joinder Agreements entered into on March 18, 2019, the Preferred Unit Purchase Agreement) with certain investors to issue and sell in a private placement (the Private Placement) an aggregate of 24,605,291 Series A Perpetual Convertible Preferred Units (Series A Preferred Units) representing limited partner interests in EQM for a cash purchase price of $48.77 per Series A Preferred Unit, resulting in total gross proceeds of approximately $1.2 billion . The net proceeds from the Private Placement were used in part to fund the purchase price in the Bolt-on Acquisition (defined in Note 2 ) and to pay certain fees and expenses related to the Bolt-on Acquisition, and the remainder was used for general partnership purposes. The Private Placement closed concurrently with the closing of the Bolt-on Acquisition on April 10, 2019. See Notes 2 and 6 for further information on the Bolt-on Acquisition and the Series A Preferred Units. Following the EQM IDR Transaction and the closing of the Private Placement, and as of December 31, 2019 , Equitrans Midstream held a 59.9% limited partner interest (excluding the Series A Preferred Units) and the non-economic general partner interest in EQM. See Note 6 for further information on the EQM IDR Transaction and Private Placement. See also Note 19 for a discussion of the EQM Merger. Basis of Presentation EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions represented business combinations between entities under common control. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of EQT's acquisition of Rice Energy Inc. (Rice) (the Rice Merger). EQM recorded the assets and liabilities acquired in the Drop-Down Transaction and the EQM-RMP Merger at their carrying amounts to EQT on the effective dates of the transactions. The consolidated financial statements are not necessarily indicative of the actual results of operations if EQM and the assets acquired in the Drop-Down Transaction and the EQM-RMP Merger had been operated together during the pre-acquisition periods. Following the completion of the Bolt-on Acquisition, EQM evaluated Eureka Midstream for consolidation and determined that Eureka Midstream does not meet the criteria for variable interest entity classification due to its ability to independently finance its operations through the Eureka Credit Facility (as defined in Note 12 ), as well as the members having proportional voting rights through their equity investments. As such, as of December 31, 2019 , EQM consolidates Eureka Midstream using the voting interest model, recording noncontrolling interest related to the third-party ownership interests in Eureka Midstream. EQM and its subsidiaries, including Eureka Midstream, do not have any employees. Operational, management and other services for EQM and its subsidiaries are provided by the directors and officers of the EQM General Partner and employees of Equitrans Midstream. Nature of Business EQM is a growth-oriented limited partnership that operates, acquires and develops midstream assets in the Appalachian Basin. EQM provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which delivers natural gas from wells and other receipt points to transmission pipelines; the transmission and storage system, which delivers natural gas to local demand users and interstate pipelines for access to demand markets; and the water service system, which consists of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities that support well completion activities and collect flowback and produced water for recycling or disposal. As of December 31, 2019 , EQM's gathering system, inclusive of Eureka Midstream Holdings, LLC’s (Eureka Midstream) gathering system, included approximately 990 miles of high-pressure gathering lines with total contracted firm reservation capacity of approximately 4.4 billion cubic feet ( Bcf ) per day, which included contracted firm reservation capacity of approximately 1.0 Bcf per day associated with EQM's high-pressure header pipelines, 130 compressor units with compression of approximately 445,000 horsepower and multiple interconnect points with EQM's transmission and storage system and to other interstate pipelines. EQM's gathering system also included approximately 920 miles of Federal Energy Regulatory Commission (FERC)-regulated, low-pressure gathering lines. During the third quarter of 2019, EQM divested certain of its FERC-regulated low-pressure gathering pipelines associated with its Copley gathering system located in West Virginia. See Note 2 for further discussion. As of December 31, 2019 , EQM's transmission and storage system included approximately 950 miles of FERC-regulated, interstate pipelines that have interconnect points to seven interstate pipelines and multiple local distribution companies (LDCs). The transmission and storage system is supported by 39 compressor units, with total throughput capacity of approximately 4.4 Bcf per day and compression of approximately 135,000 horsepower, and 18 associated natural gas storage reservoirs, which have a peak withdrawal capacity of approximately 900 million cubic feet ( MMcf ) per day and a working gas capacity of approximately 43 Bcf . As of December 31, 2019 , EQM's water system included approximately 180 miles of pipelines that deliver fresh water from the Monongahela River, the Ohio River, local reservoirs and several regional waterways. The fresh water delivery services systems consist of permanent, buried pipelines, surface pipelines and fresh water storage facilities, as well as pumping stations and 28 fresh water impoundment facilities, which support fresh water transportation throughout the systems, and take point facilities and measurement facilities, which support well completion activities and collect and recycle or dispose flowback and produced water. See also Note 19 for a discussion of the “EQT Global GGA,” “Water Services Letter Agreement” and the “Credit Letter Agreement” with EQT. Significant Accounting Policies Principles of Consolidation : The consolidated financial statements include the accounts of all entities in which EQM holds a controlling financial interest. Investments over which EQM can exert significant influence, but not control, are recorded under the equity method of accounting. The consolidated financial statements reflect the pre-acquisition results of businesses acquired through common control transactions on a combined basis with EQM. See Note 2 . Transactions between EQM and EQT during the periods prior to the Separation (Predecessor period) and between EQM and Equitrans Midstream in the periods subsequent to the Separation (Successor period) have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 8 . Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by EQM's chief operating decision maker in deciding how to allocate resources. Prior to the EQM-RMP Merger, EQM's operating activities were conducted through two business segments: Gathering and Transmission. Following the EQM-RMP Merger, EQM adjusted its internal reporting structure to incorporate the newly acquired assets consistent with how EQM's chief operating decision maker reviews EQM's business operations. EQM reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. The operating segments are evaluated based on their contribution to EQM's operating income and equity income. Transmission also includes EQM's investment in the MVP Joint Venture, which is treated as an equity investment for accounting purposes; as a result, Transmission's portion of the MVP Joint Venture's operating results is reflected in equity income and not in Transmission's operating income. All of EQM's operating revenues, income from continuing operations and assets are generated or located in the United States. See Note 7 . Reclassification: Certain previously reported amounts have been reclassified to conform to the current year presentation. Use of Estimates: The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in these financial statements. Actual results could differ from those estimates. Cash Equivalents: EQM classifies highly-liquid investments with original maturities of three months or less as cash equivalents. Interest earned on cash equivalents is recorded as a reduction to net interest expense on the statements of consolidated operations. Accounts Receivables: Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimate realization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. Based on assessments by management, allowances for doubtful accounts were $0.3 million and $0.1 million at December 31, 2019 and 2018 , respectively. EQM also has receivables due from EQT as discussed in Note 8 . Fair Value of Financial Instruments: EQM categorizes assets and liabilities disclosed at fair value using a three-level fair value hierarchy based on priority of the inputs used in the valuation. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Owing to their short maturity, the carrying values of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable are assumed to approximate fair value; as such, their fair values are Level 1 fair value measurements. Interest rates on credit facility borrowings and borrowings under the 2019 EQM Term Loan Agreement (defined in Note 12 ) are based on prevailing market rates, so the carrying values of the credit facility borrowings approximate fair value and the fair values are Level 1 fair value measurements. As EQM's senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. See Note 12 . The fair value of the Preferred Interest is estimated using an income approach model that applies a discount rate based on prevailing market rates and is a Level 3 fair value measurement. As of December 31, 2019 and 2018 , the estimated fair value of the Preferred Interest was approximately $126 million and $122 million , respectively, and the carrying value of the Preferred Interest was approximately $110 million and $115 million , respectively, inclusive of the current portion reported in other current assets in the consolidated balance sheets of $4.7 million and $4.4 million , respectively, for each period. Property, Plant and Equipment: EQM's property, plant and equipment are stated at depreciated cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the asset are capitalized. EQM capitalized internal costs of $47.6 million , $54.4 million and $46.5 million in the years ended December 31, 2019 , 2018 and 2017 , respectively. EQM capitalized interest, including the debt component of allowance for funds used during construction (AFUDC), of $29.5 million , $12.6 million and $4.7 million in the years ended December 31, 2019 , 2018 and 2017 , respectively. The following table summarizes EQM's property, plant and equipment. December 31, 2019 2018 (Thousands) Gathering assets (a)(b) $ 6,512,601 $ 4,387,908 Accumulated depreciation (478,172 ) (247,720 ) Net gathering assets 6,034,429 4,140,188 Transmission and storage assets 1,844,859 1,785,157 Accumulated depreciation (326,140 ) (286,693 ) Net transmission and storage assets 1,518,719 1,498,464 Water services assets 215,039 194,465 Accumulated depreciation (53,065 ) (26,489 ) Net water services assets 161,974 167,976 Net property, plant and equipment $ 7,715,122 $ 5,806,628 (a) Includes approximately $59.1 million for the year ended December 31, 2019 related to non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction (defined in Note 2 ) that primarily support EQM's gathering activities. (b) Includes approximately $1.2 billion for the year ended December 31, 2019 related to net property, plant and equipment acquired in the Bolt-on Acquisition that primarily supports EQM's gathering activities. Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the asset. The average depreciation rates for the years ended December 31, 2019 , 2018 and 2017 were 2.6% , 2.7% and 1.8% , respectively. EQM estimates that gathering and transmission pipelines have useful lives of 20 years to 65 years and compression equipment has useful lives of 20 years to 50 years . EQM estimates that water pipelines, pumping stations and impoundment facilities have useful lives of 10 years to 15 years . As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. EQM re-evaluates depreciation rates for its regulated property, plant and equipment each time it files with the FERC for a change in transmission, storage and gathering rates. Intangible Assets: Intangible assets are recorded under the acquisition method of accounting at their estimated fair values at the acquisition date, which are calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. As a result of the Drop-Down Transaction, EQM recognized approximately $623.2 million in intangible assets. These intangible assets were valued by EQT based upon the estimated fair value of the customer contracts as of November 13, 2017. The customer contracts were assigned a useful life of 15 years and are amortized on a straight-line basis. The estimated annual amortization expense for these assets for each of the successive five years is $41.5 million . As a result of the Bolt-on Acquisition, EQM recognized an additional $311.0 million of intangible assets for customer relationships with third-party customers. EQM calculates amortization of intangible assets using the straight-line method over the estimated useful life of the intangible assets, which was 20 years for the Eureka Midstream-related intangible assets as of the acquisition date and 7.25 years for the Hornet Midstream-related intangible assets as of October 1, 2019. The estimated annual amortization expense for these assets for each of the successive five years is approximately $16.8 million . See Note 3 for discussion of impairment to intangible assets. Amortization expense recorded in the statements of consolidated operations for the years ended December 31, 2019 and 2018 was $53.3 million and $41.5 million , respectively. Intangible assets, net as of December 31, 2019 and 2018 are detailed below. December 31, 2019 2018 (Thousands) Intangible assets $ 934,200 $ 623,200 Less: impairment of Hornet Midstream-related intangible assets (a) (36,405 ) — Less: accumulated amortization (100,356 ) (47,087 ) Intangible assets, net $ 797,439 $ 576,113 (a) See Note 3 for disclosure regarding impairments of long-lived assets. Impairment of Long-lived Assets, Including Intangible Assets. EQM evaluates long-lived assets, including related intangibles, for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. Asset recoverability is measured by comparing the carrying value of the asset or asset group with its expected future pre-tax undiscounted cash flows. These cash flow estimates require EQM to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost and other factors. If the carrying amount exceeds the expected future undiscounted cash flows, EQM recognizes an impairment equal to the excess of net book value over fair value as determined by quoted market prices in active markets or present value techniques if quotes are unavailable. The determination of the fair value using present value techniques requires EQM to make projections and assumptions regarding the probability of a range of outcomes and the rates of interest used in the present value calculations. Any changes EQM makes to these projections and assumptions could result in significant revisions to its evaluation of recoverability of its property, plant and equipment and the recognition of additional impairments. See Note 3 for further discussion on impairments of long-lived assets. Goodwill: Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount. EQM may perform either a qualitative assessment of potential impairment or proceed directly to a quantitative assessment of potential impairment. EQM's qualitative assessment of potential impairment may result in the determination that a quantitative impairment analysis is not necessary. Under this elective process, EQM assesses qualitative factors to determine whether the existence of events or circumstances leads EQM to determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, EQM determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. However, if EQM concludes otherwise, a quantitative impairment analysis is performed. If EQM chooses not to perform a qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then EQM will perform a quantitative assessment. In the case of a quantitative assessment, EQM estimates the fair value of the reporting unit with which the goodwill is associated and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The three reporting units to which EQM had goodwill recorded during 2019 were (i) the Ohio gathering assets acquired in the Drop-down Transaction (Rice Retained Midstream), (ii) the Pennsylvania gathering assets acquired in the Rice Merger (RMP PA Gas Gathering) and (iii) the Ohio and West Virginia gathering assets acquired in the Bolt-on Acquisition (Eureka/Hornet, collectively with Rice Retained Midstream and RMP PA Gas Gathering, the Reporting Units). The Reporting Units earn a substantial portion of their revenues from volumetric-based fees, which are sensitive to changes in their customers' development plans. See Note 3 for further detail. Investment in Unconsolidated Entity: EQM reviews the carrying value of its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the fair value may have declined in value. When there is evidence of loss in value that is other than temporary, EQM compares the investment's carrying value to its estimated fair value to determine whether impairment has occurred. If the carrying value exceeds the estimated fair value, EQM estimates and recognizes an impairment loss equal to the difference between the investment's carrying value and fair value. Preferred Interest. EES generates revenue by providing services to a local distribution company. The Preferred Interest is accounted for as a note receivable and is presented in other assets in the consolidated balance sheets with the current portion reported in other current assets. Distributions received from EES are recorded partly as a reduction to the Preferred Interest and partly as interest income, which is included in net interest expense in EQM's statements of consolidated operations. The EES operating agreement provides for mandatory redemption of the Preferred Interest at the end of the preference period, which is expected to be December 31, 2034. Unamortized Debt Discount and Issuance Costs. EQM amortizes debt discounts and issuance costs over the term of the related borrowing. Costs incurred from the issuance and/or extension, as applicable, of revolving credit facilities and term loans, including EQM's $3 Billion Facility and the 2019 EQM Term Loan Agreement (both defined in Note 12 ), are presented in other assets in the consolidated balance sheets. Debt discounts and issuance costs for all other debt instruments are presented as a reduction to debt in the consolidated balance sheets. Gas Imbalances: Gas imbalances occur when the actual amount of gas delivered from a pipeline system or storage facility varies from the amount of gas scheduled for delivery. EQM values gas imbalances due to/from shippers and operators at current index prices. Gas imbalances are settled in-kind, subject to the terms of the applicable FERC tariffs. As of December 31, 2019 and 2018 , gas imbalance receivables of zero and $3.3 million , respectively, were presented in other current assets, with offsetting amounts recorded to system gas, a component of property, plant and equipment, in the consolidated balance sheets. EQM classifies gas imbalances as current because they are expected to settle within one year. Asset Retirement Obligations (AROs): EQM has AROs related to its water system impoundments and to one of its gathering compression stations, for which EQM has recorded an associated liability and capitalized a corresponding amount to asset retirement costs. The liability relates to the expected future obligation to dismantle, reclaim and dispose of these assets and was estimated using the present value of expected future cash flows, adjusted for inflation and discounted at EQM's credit-adjusted, risk-free rate. The AROs are recorded in regulatory and other long-term liabilities in the consolidated balance sheets. The following table presents changes in EQM's AROs during 2019 and 2018 . December 31, 2019 2018 (Thousands) AROs at beginning of period $ 11,935 $ 9,321 Liabilities incurred — 231 Revisions to estimated liabilities (a) (201 ) 1,928 Accretion expense 567 455 AROs at end of period $ 12,301 $ 11,935 (a) Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement. EQM is not legally or contractually obligated to restore or dismantle its transmission and storage systems and its gathering systems, other than the one aforementioned compressor station. EQM is legally required to operate and maintain these assets and intends to do so as long as supply and demand for natural gas exists, which EQM expects to continue into the foreseeable future. Therefore, EQM did not have any AROs related to its transmission and storage assets as of December 31, 2019 and 2018 . Contingencies: EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded when the loss is probable and the amount of loss can be reasonably estimated. EQM considers many factors when making such assessments, including historical knowledge and matter specifics. Estimates are developed through consultation with legal counsel and analysis of the potential results. See Note 16 . Regulatory Accounting: EQM's regulated operations consist of interstate pipeline, intrastate low-pressure gathering and storage operations subject to regulation by the FERC. Through the rate-setting process, rate regulation allows EQM to recover the costs of providing regulated services plus an allowed return on invested capital. Regulatory accounting allows EQM to defer expenses and income to its consolidated balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate-setting process for a period other than the period that they would be reflected in a non-regulated entity's statements of consolidated operations. Regulatory assets and liabilities are recognized in EQM's statements of consolidated operations in the period that the underlying expenses and income are reflected in the rates charged to shippers and operators. EQM expects to continue to be subject to rate regulation that will provide for the recovery of deferred costs. See Note 14 . The following tables present the total regulated operating revenues and expenses and the regulated property, plant and equipment of EQM. Years Ended December 31, 2019 2018 2017 (Thousands) Operating revenues $ 396,847 $ 393,911 $ 383,309 Operating expenses $ 210,861 $ 140,832 $ 143,614 December 31, 2019 2018 (Thousands) Property, plant and equipment $ 1,955,519 $ 1,900,411 Accumulated depreciation (436,275 ) (317,988 ) Net property, plant and equipment $ 1,519,244 $ 1,582,423 Revenue Recognition: See Note 4 . AFUDC: EQM capitalizes the carrying costs of financing the construction of certain long-lived, regulated assets. Such costs are amortized over the asset's estimated useful life and include interest costs (the debt component of AFUDC) and equity costs (the equity component of AFUDC). The debt component of AFUDC is recorded as a reduction to net interest expense in the statements of consolidated operations, and the equity component of AFUDC is recorded in other income in the statements of consolidated operations. The debt component of AFUDC for the years ended December 31, 2019 , 2018 and 2017 was $1.4 million , $1.0 million and $0.8 million , respectively, and the equity component of AFUDC for the years ended December 31, 2019 , 2018 and 2017 was $5.2 million , $5.6 million and $5.1 million , respectively. Equity-Based Compensation: EQM awarded share-based compensation in connection with the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan (the EQM LTIP). The EQM share-based awards are paid in EQM common units; as such, EQM treats the awards as equity awards. The awards are recorded at fair value based on the published market price on the grant date. See Note 11 . Net Income per Limited Partner Unit : See Note 13 . Income Taxes: For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to EQM's unitholders; accordingly, there is no provision for income taxes for EQM. Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under EQM's partnership agreement. The aggregate difference in the basis of EQM's net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner's tax attributes is not available to EQM. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases . The standard requires entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements . The update provides an optional transition method of adoption that permits entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under the optional transition method, comparative financial information and disclosures are not required. The update also provides transition practical expedients. The standard requires disclosures of the nature, maturity and value of an entity's lease liabilities and elections taken by the entity. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): |
Acquisitions, Mergers and Dives
Acquisitions, Mergers and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions, Mergers and Divestitures | Acquisitions, Mergers and Divestitures Bolt-on Acquisition On March 13, 2019, EQM entered into a Purchase and Sale Agreement (the Purchase and Sale Agreement) with North Haven Infrastructure Partners II Buffalo Holdings, LLC (NHIP), an affiliate of Morgan Stanley Infrastructure Partners, pursuant to which EQM acquired from NHIP a 60% Class A interest in Eureka Midstream and a 100% interest in Hornet Midstream Holdings, LLC (Hornet Midstream) (collectively, the Bolt-on Acquisition) for total consideration of approximately $1.04 billion , composed of approximately $852 million in cash, net of purchase price adjustments, and approximately $192 million in assumed pro-rata debt. At the time of the acquisition, Eureka Midstream owned a 190 -mile gathering header pipeline system in Ohio and West Virginia that services both dry Utica and wet Marcellus Shale production and Hornet Midstream owned a 15 -mile, high-pressure gathering system in West Virginia that connects to the Eureka Midstream system. The Bolt-on Acquisition closed on April 10, 2019 and was funded through proceeds from the Private Placement of Series A Preferred Units that closed concurrently with the Bolt-on Acquisition. See Notes 1 and 6 for further information regarding the Private Placement. At the closing of the Bolt-on Acquisition, a subsidiary of Hornet Midstream terminated all of its obligations under its term loan credit agreement and repaid the $28.2 million outstanding principal balance and $0.1 million in related interest and fees. EQM recorded $17.0 million in acquisition-related expenses related to the Bolt-on Acquisition during the year ended December 31, 2019 . The Bolt-on Acquisition acquisition-related expenses included $15.3 million for professional fees and $1.7 million for compensation arrangements for the year ended December 31, 2019 , and are included in separation and other transaction costs in the statements of consolidated operations. Allocation of Purchase Price. The Bolt-on Acquisition was accounted for as a business combination using the acquisition method. As a result of the acquisition, EQM recognized $99.7 million of goodwill, which was allocated to the Gathering segment. Such goodwill primarily related to additional commercial opportunities, a diversified producer customer mix, increased exposure to dry Utica and wet Marcellus acreage and operating leverage within the Gathering segment. The purchase price allocation and related adjustments were finalized during the fourth quarter of 2019. The following table summarizes the purchase price and allocation of the fair value of the assets acquired and liabilities assumed in the Bolt-on Acquisition as of April 10, 2019 by EQM, as well as certain measurement period adjustments made subsequent to EQM's initial valuation. (in thousands) Preliminary Purchase Price Allocation (As initially reported) Measurement Period Adjustments (a) Purchase Price Allocation (As adjusted) Consideration given: Cash consideration (b) $ 861,250 $ (11,404 ) $ 849,846 Buyout of portion of Eureka Midstream Class B Units and incentive compensation 2,530 — 2,530 Total consideration 863,780 (11,404 ) 852,376 Fair value of liabilities assumed: Current liabilities 52,458 (9,857 ) 42,601 Long-term debt 300,825 — 300,825 Other long-term liabilities 10,203 — 10,203 Amount attributable to liabilities assumed 363,486 (9,857 ) 353,629 Fair value of assets acquired: Cash 15,145 — 15,145 Accounts receivable 16,817 — 16,817 Inventory 12,991 (26 ) 12,965 Other current assets 882 — 882 Net property, plant and equipment 1,222,284 (8,906 ) 1,213,378 Intangible assets (c) 317,000 (6,000 ) 311,000 Other assets 14,567 — 14,567 Amount attributable to assets acquired 1,599,686 (14,932 ) 1,584,754 Noncontrolling interests (486,062 ) 7,602 (478,460 ) Goodwill as of April 10, 2019 $ 113,642 $ (13,931 ) $ 99,711 Impairment of goodwill (d) (99,711 ) Goodwill as of December 31, 2019 $ — (a) EQM recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (b) The cash consideration for the Bolt-on Acquisition was adjusted by approximately $11.4 million related to working capital adjustments and the release of all escrowed indemnification funds to EQM. (c) After considering the refinements to the valuation models, EQM estimated the fair value of the customer-related intangible assets acquired as part of the Bolt-on Acquisition to be $311.0 million . As a result, the fair value of the customer-related intangible assets was decreased by $6.0 million on September 30, 2019 with a corresponding increase to goodwill. In addition, the change to the provisional amount resulted in a decrease in amortization expense and accumulated amortization of approximately $0.4 million . (d) During the third quarter of 2019, EQM identified impairment indicators that suggested the fair value of its goodwill was more likely than not below its carrying amount. As such, EQM performed an interim goodwill impairment assessment, which resulted in EQM recognizing impairment to goodwill of approximately $261.3 million , of which $99.7 million was associated with its Eureka/Hornet reporting unit bringing the reporting unit's goodwill balance to zero . See Note 3 for further detail. The estimated fair value of midstream facilities and equipment, generally consisting of pipeline systems and compression stations, was estimated using the cost approach. Significant unobservable inputs in the estimate of fair value under this approach included management's assumptions about the replacement costs for similar assets, the relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets. As a result, the estimated fair value of the midstream facilities and equipment represented a Level 3 fair value measurement. As a result of the acquisition, the noncontrolling interest in Eureka Midstream was estimated to be $478.5 million . The fair value of the noncontrolling interest was calculated based on the enterprise value of Eureka Midstream and the percentage ownership not acquired by EQM. Significant unobservable inputs in the enterprise value of Eureka Midstream include future revenue estimates and future cost assumptions. As a result, the fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement. As part of the preliminary purchase price allocation, EQM identified intangible assets for customer relationships with third-party customers. The fair value of the customer relationships with third-party customers was determined using the income approach, which requires a forecast of the expected future cash flows generated and an estimated market-based weighted average cost of capital. Significant unobservable inputs in the determination of fair value include future revenue estimates, which contemplates among other things estimates of natural gas volumes to be gathered in the future and a weighted average cost of capital, future cost assumptions and estimated customer retention rates. As a result, the estimated fair value of the identified intangible assets represents a Level 3 fair value measurement. EQM calculates amortization of intangible assets using the straight-line method over the estimated useful life of the intangible assets which is 20 years for the Eureka Midstream-related intangible assets. As discussed in Note 3, during the third quarter of 2019, as a result of the recoverability test, EQM estimated the fair value of the Hornet Midstream-related intangible assets and determined that the fair value was not in excess of the assets’ carrying value, which resulted in an impairment charge of approximately $36.4 million related to certain of such intangible assets within EQM's Gathering segment. As a result of the reduction in expected future cash flows, the useful life of the Hornet Midstream-related intangible assets was prospectively changed to 7.25 years as of October 1, 2019, over which EQM calculates amortization using the straight-line method. After the impact of the impairment and the decrease in the useful life of the Hornet Midstream-related intangible assets, the expected annual amortization expense increased by $1.0 million . Amortization expense recorded in the statements of consolidated operations for the year ended December 31, 2019 was $11.7 million . The estimated annual amortization expense for each of the successive five years is approximately $16.8 million . Intangible assets, net as of December 31, 2019 , are detailed below. (in thousands) As of December 31, 2019 Intangible assets $ 311,000 Less: impairment of Hornet Midstream-related intangible assets (a) 36,405 Less: accumulated amortization 11,711 Intangible assets, net $ 262,884 (a) See Note 3 for disclosure regarding impairments of long-lived assets. Post-Acquisition Operating Results. Subsequent to the completion of the Bolt-on Acquisition, Eureka Midstream and Hornet Midstream collectively contributed the following to both the Gathering segment and EQM's consolidated operating results for the period from April 10, 2019 through December 31, 2019 . (in thousands) April 10, 2019 through December 31, 2019 Operating revenues $ 97,123 Operating loss attributable to EQM $ (94,551 ) Net loss attributable to noncontrolling interests $ (21,291 ) Net loss attributable to EQM $ (80,631 ) Unaudited Pro Forma Information. The following unaudited pro forma combined financial information presents EQM's results as though the EQM IDR Transaction and Bolt-on Acquisition had been completed at January 1, 2017. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the EQM IDR Transaction and Bolt-on Acquisition taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Years ended December 31, (in thousands, except per unit data) 2019 2018 2017 Pro forma operating revenues $ 1,661,822 $ 1,616,821 $ 987,735 Pro forma net income $ 190,234 $ 709,067 $ 626,854 Pro forma net (loss) income attributable to noncontrolling interests $ (18,074 ) $ 19,746 $ 8,346 Pro forma net income attributable to EQM $ 208,308 $ 689,321 $ 618,508 Pro forma income per limited partner common unit (basic) $ 0.53 $ 2.93 $ 2.58 Pro forma income per limited partner common unit (diluted) $ 0.51 $ 2.83 $ 2.49 Shared Assets Transaction On March 31, 2019, EQM entered into an Assignment and Bill of Sale (the Assignment and Bill of Sale) with Equitrans Midstream pursuant to which EQM acquired certain assets and assumed certain leases that primarily support EQM’s operations for an aggregate cash purchase price of $49.7 million (the initial purchase price), which reflected the net book value of in-service assets and expenditures made for assets not yet in-service (collectively, and inclusive of the additional assets subsequently acquired as described in the following sentences, the Shared Assets Transaction). Further, pursuant to the Assignment and Bill of Sale, EQM acquired, effective on the first day of the second quarter of 2019, certain additional assets from Equitrans Midstream for $8.9 million in cash consideration, reflecting the net book value of in-service assets and expenditures made in respect of assets not yet in-service as of June 30, 2019, which subsequent purchase price was subject to certain adjustments. Additionally, pursuant to the Assignment and Bill of Sale, EQM acquired, effective on the first day of the third and fourth quarters of 2019, additional assets from Equitrans Midstream for a de minimus dollar amount reflecting the net book value of such assets as of September 30, 2019 and December 31, 2019, respectively. The initial and subsequent purchase prices were funded utilizing EQM’s $3 Billion Facility (defined in Note 12). Prior to the Shared Assets Transaction, EQM made quarterly payments to Equitrans Midstream based on fees allocated from Equitrans Midstream for use of in-service assets transferred to EQM in the Shared Assets Transaction. In connection with the entry into the Assignment and Bill of Sale, that certain omnibus agreement (Equitrans Midstream Omnibus Agreement) among Equitrans Midstream, EQM and the EQM General Partner (as successor to the former EQM general partner) was amended and restated in order to, among other things, govern Equitrans Midstream’s use of the acquired assets following their conveyance to EQM and provide for reimbursement of EQM by Equitrans Midstream for expenses incurred by EQM in connection with such use. EQM-RMP Merger On April 25, 2018, EQM entered into an Agreement and Plan of Merger (the Merger Agreement) with RMP, Rice Midstream Management LLC, the general partner of RMP (the RMP General Partner), EQM's general partner, EQM Acquisition Sub, LLC, a wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a wholly owned subsidiary of EQM (GP Merger Sub), and, solely for certain limited purposes set forth therein, EQT. Pursuant to the Merger Agreement, on July 23, 2018, Merger Sub and GP Merger Sub merged with and into RMP and the RMP General Partner, respectively, with RMP and the RMP General Partner surviving as wholly owned subsidiaries of EQM. Pursuant to the Merger Agreement, each RMP common unit issued and outstanding immediately prior to the effective time of the EQM-RMP Merger was converted into the right to receive 0.3319 EQM common units (the Merger Consideration), the issued and outstanding IDRs of RMP were canceled and each outstanding award of phantom units in respect of RMP common units fully vested and converted into the right to receive the Merger Consideration, less applicable tax withholding, in respect of each RMP common unit subject thereto. The aggregate Merger Consideration consisted of 33,975,777 EQM common units of which 9,544,530 EQM common units were received by an indirect wholly owned subsidiary of Equitrans Midstream (which, at the time of the EQM-RMP Merger, was a wholly-owned subsidiary of EQT). As a result of the EQM-RMP Merger, RMP's common units are no longer publicly traded. Drop-Down Transaction On April 25, 2018, EQT, Rice Midstream Holdings LLC (Rice Midstream Holdings), a wholly owned subsidiary of EQT, EQM and EQM Gathering Holdings, LLC (EQM Gathering), a wholly owned subsidiary of EQM, entered into a Contribution and Sale Agreement pursuant to which EQM Gathering acquired from EQT all of EQT's interests in EQM Olympus, Strike Force and EQM WV in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of approximately $1.15 billion . EQM Olympus owns a natural gas gathering system that gathers gas from wells located primarily in Belmont County, Ohio. Strike Force, at the time of the acquisition, owned a 75% limited liability company interest in Strike Force Midstream LLC (Strike Force Midstream), which gathers gas from wells located primarily in Belmont and Monroe Counties, Ohio. The Drop-Down Transaction closed on May 22, 2018 with an effective date of May 1, 2018. As a result of the recast associated with the EQM-RMP Merger and the Drop-Down Transaction, EQM recognized approximately $1,384.9 million of goodwill, all of which was allocated to two reporting units within the Gathering segment. The goodwill value was based on a valuation performed by EQT as of November 13, 2017 with regard to the Rice Merger. EQT recorded goodwill as the excess of the estimated enterprise value of RMP, EQM Olympus, Strike Force and EQM WV over the sum of the fair value amounts allocated to the assets and liabilities of RMP, EQM Olympus, Strike Force and EQM WV. Goodwill was attributed to additional perceived growth opportunities, synergies and operating leverage within the Gathering segment. Prior to the Drop-Down Transaction, EQM had no goodwill. The following table summarizes the allocation of the fair value of the assets and liabilities of RMP, EQM Olympus, Strike Force and EQM WV as of November 13, 2017 through pushdown accounting from EQT, as well as certain measurement period adjustments made subsequent to EQT's initial valuation. Goodwill and Purchase Price Allocation (Thousands) Estimated fair value of RMP, EQM Olympus, Strike Force and EQM WV (a) $ 4,014,984 Estimated Fair Value of Assets Acquired and Liabilities Assumed: Current assets (b) 132,459 Intangible assets (c) 623,200 Property and equipment, net (d) 2,265,900 Other non-current assets 118 Current liabilities (b) (117,124 ) RMP $850 Million Facility (defined in Note 12) (e) (266,000 ) Other non-current liabilities (e) (9,323 ) Total estimated fair value of assets acquired and liabilities assumed 2,629,230 Goodwill as of November 13, 2017 (f) 1,385,754 Impairment of goodwill (g) 261,941 Goodwill as of December 31, 2018 1,123,813 Impairment of goodwill (g) 637,115 Goodwill as of December 31, 2019 $ 486,698 (a) Includes the estimated fair value attributable to noncontrolling interest in Strike Force of $166 million . (b) The fair value of current assets and current liabilities was assumed by EQT to approximate their carrying values. (c) The identifiable intangible assets for customer relationships were estimated by EQT by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions. (d) The estimated fair value of long-lived property and equipment were determined by EQT utilizing estimated replacement cost adjusted for a usage or obsolescence factor. (e) The estimated fair value of long-term liabilities was determined by EQT utilizing observable market inputs where available or estimated based on their then-current carrying values. (f) Reflected the value of perceived growth opportunities, synergies and operating leverage anticipated through the acquisitions and ownership of the acquired gathering assets as of November 13, 2017. (g) See Note 3 for further detail. Unaudited Pro Forma Information. The following unaudited pro forma financial information presents EQM's results as though the Rice Merger had been completed at January 1, 2017. The pro forma financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Rice Merger taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Year Ended December 31, 2017 (in thousands) Pro forma operating revenues $ 1,264,704 Pro forma net income 781,273 Pro forma net income attributable to noncontrolling interests 8,144 Pro forma net income attributable to EQM 773,129 The Gulfport Transaction On May 1, 2018, pursuant to the Purchase and Sale Agreement dated April 25, 2018, by and among EQM, EQM Gathering, Gulfport Energy Corporation (Gulfport) and an affiliate of Gulfport, EQM Gathering acquired the remaining 25% limited liability company interest in Strike Force Midstream not owned by Strike Force in exchange for $175 million (the Gulfport Transaction). As a result, EQM indirectly owned 100% of Strike Force Midstream effective as of May 1, 2018. RMP and the entities part of the Drop-Down Transaction were businesses and the related acquisitions were transactions 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 respective transactions. 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. This portion of the consideration was recorded in financing activities in the statements of consolidated cash flows. EQM recast its consolidated financial statements to retrospectively reflect the EQM-RMP Merger and the Drop-Down Transaction for the periods the acquired businesses were under the common control of EQT; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned the acquired businesses during the periods reported. Divestitures As discussed in Note 3 , EQM incurred an $81.0 million impairment charge during the second quarter of 2019 associated with certain FERC-rate regulated low-pressure gathering pipelines. On August 14, 2019, Equitrans, L.P., a subsidiary of EQM, entered into a Purchase and Sale Agreement with Diversified Gas & Oil Corporation for the sale of its Copley gathering system (including approximately 530 miles of low-pressure gathering pipelines, four compressor stations and related assets) for a purchase price of $1,000 , subject to certain post-closing adjustments and FERC approval. The initial transaction closed on September 26, 2019 in respect of non-certificated gathering assets comprising a portion of the Copley gathering system. During the fourth quarter of 2019, the second transaction closed following FERC approval of the abandonment of the certificated assets. |
Impairments of Long-Lived Asset
Impairments of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Impairments of Long-Lived Assets | Impairments of Long-Lived Assets Impairment of goodwill During the third quarter of 2019, EQM identified impairment indicators in the form of significant declines in the unit price of EQM's common units and corresponding market capitalization, primarily as a result of continued suppressed natural gas prices and decreased producer drilling activity. Management considered these price effects and activity declines as indicators that the fair value of goodwill was more likely than not below the Reporting Units' carrying amounts. As such, the performance of an interim goodwill impairment assessment was required. In estimating the fair value of each of the Reporting Units, EQM used a combination of the income approach and the market approach. EQM used the income approach’s discounted cash flow method, which applies significant inputs not observable in the public market (Level 3), including estimates and assumptions related to the use of an appropriate discount rate, future throughput volumes, operating costs, capital spending and changes in working capital. EQM used the market approach’s comparable company method and reference transaction method. The comparable company method evaluates the value of a company using metrics of other businesses of similar size and industry. The reference transaction method evaluates the value of a company based on pricing multiples derived from similar transactions entered into by similar companies. During the third quarter of 2019, EQM determined that the fair value of Rice Retained Midstream was greater than its carrying value; however, the carrying values of RMP PA Gas Gathering and Eureka/Hornet were each greater than their respective fair values. As a result, EQM recognized impairment of goodwill of $161.6 million and $99.7 million on RMP PA Gas Gathering and Eureka/Hornet, respectively. The non-cash impairment charge is included in the impairments of long-lived assets line on EQM's statements of consolidated operations. During the fourth quarter of 2019, as of the date of EQM’s annual goodwill impairment assessment, EQM concluded the performance of a quantitative impairment assessment was required. Factors contributing to this conclusion were the continued decline of EQM's market capitalization in the fourth quarter and the sustained declines in producer drilling activity driven by market conditions, including natural gas pricing. Consistent with the third quarter 2019 interim goodwill impairment assessment, EQM used the income approach’s discounted cash flow method and the market approach’s comparable company and reference transaction methods. During EQM’s fourth quarter 2019 impairment assessment, EQM determined that the carrying values of RMP PA Gas Gathering and Rice Retained Midstream were each greater than their respective fair values. As a result, EQM recognized impairment of goodwill of $436.7 million and $38.8 million on RMP PA Gas Gathering and Rice Retained Midstream, respectively. The non-cash impairment charge is included in the impairments of long-lived assets line on EQM's statements of consolidated operations. As of December 31, 2019, EQM’s goodwill balance was $486.7 million , which was associated entirely with RMP PA Gas Gathering. The RMP PA Gas Gathering reporting unit is susceptible to impairment risk from further adverse future market or economic conditions and company-specific qualitative factors or other adverse factors such as unexpected future production curtailments by EQM's customers that have contracts with volumetric-based fees. Any such adverse changes in the future could reduce the underlying cash flows used to estimate fair value and could result in a decline in fair value that could trigger future impairment charges relating to the RMP Gas Gathering reporting unit. Following the third quarter of 2018 and prior to the Separation, EQM identified impairment indicators in the form of production curtailments announced by a primary customer of the Rice Retained Midstream and RMP PA Gas Gathering reporting units that could reduce volumetric-based fee revenues of those Reporting Units. In estimating the fair value of its Reporting Units, EQM used a combination of the income approach and the market approach. EQM used the income approach’s discounted cash flow method. EQM used the market approach’s comparable company and reference transaction methods. For the year ended December 31, 2018, EQM determined that the fair value of the Rice Retained Midstream reporting unit was greater than its carrying value; however, the carrying value of the RMP PA Gas Gathering reporting unit exceeded its fair value. As a result, EQM recognized impairment of goodwill of approximately $261.9 million to the RMP PA Gas Gathering reporting unit. As of December 31, 2018, EQM’s goodwill balance was reduced to approximately $1.1 billion . The following table summarizes the carrying amount of goodwill associated with EQM's reporting units for the years ended December 31, 2019 and 2018. RMP PA Gas Gathering Rice Retained Midstream Eureka/Hornet Total (Thousands) Goodwill as of January 1, 2018 $ 1,346,918 $ 37,954 $ — $ 1,384,872 Add: measurement period adjustments — 882 — 882 Less: impairment of goodwill (261,941 ) — — (261,941 ) Goodwill as of December 31, 2018 1,084,977 38,836 — 1,123,813 Add: goodwill associated with Bolt-on Acquisition — — 99,711 99,711 Less: impairment of goodwill (598,279 ) (38,836 ) (99,711 ) (736,826 ) Goodwill as of December 31, 2019 $ 486,698 $ — $ — $ 486,698 Impairment of long-lived assets, including intangible assets During the third quarter of 2019, EQM performed a recoverability test due to the triggering events described in the 2019 interim goodwill impairment summary above. As a result of the recoverability test, management determined that the carrying value of certain long-lived assets associated with Eureka/Hornet were not recoverable. The assets deemed not recoverable were customer-related intangible assets associated with Hornet Midstream, an asset group within Eureka/Hornet, that was acquired as part of the Bolt-on Acquisition. EQM estimated the fair value of the Hornet Midstream-related intangible assets and determined that the fair value was not in excess of the assets’ carrying value, which resulted in an impairment charge of approximately $36.4 million related to certain of such intangible assets within EQM's Gathering segment. The non-cash impairment charge is included in the impairments of long-lived assets line on the statements of consolidated operations for the year ended December 31, 2019 . During the fourth quarter of 2019, a triggering event occurred as a result of EQM's annual goodwill impairment evaluation, which required EQM to perform a recoverability test on its long-lived assets. No impairment to long-lived assets was recorded as a result of the recoverability test. During 2019, EQM reassessed its asset groupings for its regulated pipelines due to certain regulatory ratemaking policy changes affecting the regulated pipelines, changes in strategic focus and plans for segmentation of operations. Prior to the second quarter of 2019, EQM defined its regulated asset grouping to include the FERC-regulated transmission and storage assets, integrated with the low-pressure assets due to overlapping operations, shared costs structure and similar ratemaking structures. During the second quarter, Equitrans L.P. reached a settlement related to its FERC Form 501-G report, which was focused solely on EQM’s FERC-regulated transmission and storage assets. Further, management increased its operational focus and emphasis on high-pressure gathering assets as illustrated by the consummation of the Bolt-on Acquisition. As a result of these regulatory changes and shift in operational focus, beginning with the second quarter of 2019, EQM groups its FERC-regulated assets in two asset groupings: FERC-regulated transmission and storage assets and FERC-regulated low-pressure gathering assets. Upon the change in asset grouping, management evaluated whether any indicators of impairment were present and in conjunction with the evaluation, EQM determined that the carrying values for the non-core FERC-regulated low-pressure gathering assets exceeded their undiscounted cash flows. Additionally, following the settlement related to the FERC Form 501-G report, management does not currently plan to seek to recover the deficient cash flows through a future rate proceeding. EQM therefore estimated the fair values of FERC-related low-pressure gathering assets and determined that their fair values were not in excess of the assets’ carrying values, which resulted in recognized impairments of property and equipment of approximately $81.0 million related to the assets within EQM's Gathering segment. As a result of the impairment, the assets carry no book value. The non-cash impairment charge is included in the impairments of long-lived assets line on EQM's statements of consolidated operations for the year ended December 31, 2019. See Note 2 for a discussion on the divestiture of certain of EQM's low-pressure gathering assets. During the fourth quarter of 2018, a triggering event occurred as a result of EQM's annual goodwill impairment evaluation, which required EQM to perform a recoverability test on its long-lived assets. No impairment was recorded as a result of the recoverability test. No impairment of any long-lived assets was recorded during the year ended December 31, 2018. In connection with the execution of the EQT Global GGA (discussed in Note 19 ), management will reevaluate EQM's reporting units. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers For the years ended December 31, 2019 , 2018 and 2017 , all revenues recognized on EQM's statements of consolidated operations are from contracts with customers. As of December 31, 2019 and 2018 , all receivables recorded on EQM's consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists. Gathering, Transmission and Storage Service Contracts. EQM provides gathering, transmission and storage services in two manners: firm service and interruptible service. Firm service is provided under firm contracts, which are contracts for gathering, transmission or storage services that generally obligate the customer to pay a fixed, monthly charge to reserve an agreed upon amount of pipeline or storage capacity regardless of the capacity used by the customer during each month. Volumetric-based fees can also be charged under firm contracts for each firm volume transported, gathered or stored as well as for volumes transported, gathered or stored in excess of the firm contracted volume. Interruptible service contracts include volumetric-based fees, which are charges for the volume of gas gathered, transported or stored and generally do not guarantee access to the pipeline or storage facility. These contracts can be short or long-term. Firm and interruptible transmission and storage service contracts are billed at the end of each calendar month, with payment typically due within 21 days. Firm and interruptible gathering contracts are billed on a one-month lag, with payment typically due within 21 days. Revenue related to gathering services provided but not yet billed is estimated each month. These estimates are generally based on contract data, preliminary throughput and allocation measurements. Under a firm contract, EQM has a stand-ready obligation to provide the service over the life of the contract. The performance obligation for firm reservation fee revenue is satisfied over time as the pipeline capacity is made available to the customer. As such, EQM recognizes firm reservation fee revenue evenly over the contract period, using a time-elapsed output method to measure progress. The performance obligation for volumetric-based fee revenue is generally satisfied upon EQM's monthly billing to the customer for volumes gathered, transported or stored during the month. The amount billed corresponds directly to the value of EQM's performance to date as the customer obtains value as each volume is gathered, transported or stored. Water Service Contracts. Water service revenues represent fees charged by EQM for the delivery of fresh water to a customer at a specified delivery point and for the collection and recycling or disposal of flowback and produced water. EQM’s water service revenues are generated under firm service and interruptible service contracts, which primarily utilize variable prices per volume delivered. Firm service is provided under firm contracts, which provides water services to customers with priority. Interruptible service contracts generally do not guarantee access to the water facilities. For fresh water service contracts, the only performance obligation in each contract is for EQM to provide water (usually a minimum daily volume of water) to the customer at a designated delivery point. For flowback and produced water, the performance obligation is collection and disposition of the water, which typically occur within the same day. Water service contracts are billed on a monthly basis, with payment typically due within 30 days. For all contracts, EQM allocates the transaction price to each performance obligation based on the judgmentally determined relative standalone selling price. When applicable, the excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units of production or straight-line methodology as these methods appropriately match the consumption of services provided to the customer. The units of production methodology requires the use of production estimates that are uncertain and the use of judgment when developing estimates of future production volumes, thus impacting the rate of revenue recognition. Production estimates are monitored as circumstances and events warrant. Certain of EQM's gas gathering and water services agreements are structured with minimum volume commitments (MVCs), which specify minimum quantities for which a customer will be charged regardless of quantities gathered or delivered under the contract. Revenue is recognized for MVCs when the performance obligation has been met, which is the earlier of when the gas is gathered or water provided, or when it is remote that the producer will be able to meet its MVC. If a customer under such an agreement fails to meet its MVC for a specified period (thus not exercising all the contractual rights to gathering and water services within the specified period, herein referred to as “breakage”), it is obligated to pay a contractually determined fee based upon the shortfall between the actual gathered or water volumes and the MVC for the period contained in the contract. Summary of Disaggregated Revenues. The tables below provide disaggregated revenue information by business segment. Year Ended December 31, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 581,118 $ 356,569 $ — $ 937,687 Volumetric-based fee revenues 578,813 33,951 — 612,764 Water service revenues — — 79,791 79,791 Total operating revenues $ 1,159,931 $ 390,520 $ 79,791 $ 1,630,242 Year Ended December 31, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 447,360 $ 356,725 $ — $ 804,085 Volumetric-based fee revenues 549,710 30,076 — 579,786 Water service revenues — — 111,227 111,227 Total operating revenues $ 997,070 $ 386,801 $ 111,227 $ 1,495,098 Year Ended December 31, 2017 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 407,355 $ 348,193 $ — $ 755,548 Volumetric-based fee revenues 102,612 23,793 — 126,405 Water service revenues — — 13,605 13,605 Total operating revenues $ 509,967 $ 371,986 $ 13,605 $ 895,558 Summary of Remaining Performance Obligations. The following table summarizes the transaction price allocated to EQM's remaining performance obligations under all contracts with firm reservation fees and MVCs as of December 31, 2019 . 2020 2021 2022 2023 2024 Thereafter Total (Thousands) Gathering firm reservation fees $ 517,406 $ 590,056 $ 592,324 $ 590,342 $ 552,598 $ 1,576,827 $ 4,419,553 Gathering revenues supported by MVCs 133,969 153,065 153,065 152,242 145,930 463,086 1,201,357 Transmission firm reservation fees 354,363 375,020 370,273 332,404 273,257 2,489,864 4,195,181 Water revenues supported by MVCs 35,536 2,000 2,000 — — — 39,536 Total $ 1,041,274 $ 1,120,141 $ 1,117,662 $ 1,074,988 $ 971,785 $ 4,529,777 $ 9,855,627 Based on total projected contractual revenues, including projected contractual revenues from future capacity expected from expansion projects that are not yet fully constructed for which EQM has executed firm contracts, EQM's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 11 years and 14 years , respectively, as of December 31, 2019 . See also Note 19 for a discussion of the “EQT Global GGA,” “Water Services Letter Agreement” and the “Credit Letter Agreement” with EQT. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases As discussed in Note 1 , EQM adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 (the Adoption Date) using the optional transition method of adoption. EQM elected a package of practical expedients that allows an entity to not reassess (i) whether a contract is or contains a lease, (ii) lease classification and (iii) initial direct costs. In addition, EQM elected the following practical expedients: (i) to not reassess certain land easements, (ii) to not apply the recognition requirements under the standard to short-term leases and (iii) to combine and account for lease and nonlease contract components as a lease, which requires the capitalization of fixed nonlease payments on the Adoption Date or lease effective date and the recognition of variable nonlease payments as variable lease expense. Nonlease payments include payments for property taxes and other operating and maintenance expenses incurred by the lessor but payable by EQM in connection with the leasing arrangement. On the Adoption Date, EQM recorded on its consolidated balance sheets an operating lease right-of-use asset and a corresponding operating lease liability of $2.3 million , reflecting the present value of future lease payments on EQM's facility and compressor lease contracts. The discount rate used to determine present value, referred to as the incremental borrowing rate, was based on the rate of interest that EQM estimated it would have to pay to borrow (on a collateralized-basis over a similar term) an amount equal to the lease payments in a similar economic environment as of the Adoption Date. EQM is required to reassess the incremental borrowing rate for any new and modified lease contracts as of the contract effective date. Adoption of the standard did not require an adjustment to the opening balance of retained earnings. As of the Adoption Date and December 31, 2019 , EQM had no lease contracts classified as financing leases and was neither a lessor nor party to a subleasing arrangement. In connection with the Shared Assets Transaction, on March 31, 2019, Equitrans Midstream assigned to EQM two lease agreements that support EQM operations (the Shared Leases Assignment), one of which provides rights to a facility and the other to a compressor station. As a result of the Shared Leases Assignment, EQM recorded $33.0 million of right-of-use assets and corresponding operating lease liabilities. In addition, in connection with the Bolt-on Acquisition, EQM acquired 10 compressor leases and one facility lease for which it recorded approximately $4.7 million in operating lease expenses during the year ended December 31, 2019 . As of the date of acquisition, EQM recorded operating lease right-of-use assets and a corresponding operating lease liability of approximately $20.0 million for these acquired leases. The following table summarizes operating lease cost for the year ended December 31, 2019 . Year Ended (Thousands) Operating lease cost $ 10,312 Short-term lease cost 4,560 Variable lease cost 166 Total lease cost $ 15,038 Operating lease expense related to EQM's compressor lease contracts and facility lease contracts is reported in operating and maintenance expense and selling, general and administrative expense, respectively, on EQM's statements of consolidated operations. For the year ended December 31, 2019 , cash paid for operating lease liabilities was $9.1 million , which was reported in cash flows provided by operating activities on EQM's statements of consolidated cash flows. The operating lease right-of-use assets are reported in other assets and the current and noncurrent portions of the operating lease liabilities are reported in accrued liabilities and regulatory and other long-term liabilities, respectively, on the consolidated balance sheets. As of December 31, 2019 , the operating lease right-of-use assets were $51.1 million and operating lease liabilities were $51.7 million , of which $10.2 million was classified as current. As of December 31, 2019 , the weighted average remaining lease term was 8 years and the weighted average discount rate was 5.5% . Schedule of Operating Lease Liability Maturities. The following table summarizes undiscounted cash flows owed by EQM to lessors pursuant to contractual agreements in effect as of December 31, 2019 and related imputed interest. The majority of EQM's lease agreements have multiple renewal periods at EQM's option; however, because none of the renewal periods are reasonably assured to be exercised, the associated operating lease payments have not been included in the table below. December 31, 2019 (Thousands) 2020 $ 12,504 2021 10,249 2022 7,974 2023 5,607 2024 3,966 Thereafter 24,728 Total 65,028 Less: imputed interest 13,279 Present value of operating lease liability $ 51,749 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity The following table summarizes changes in EQM's Series A Preferred Units, common units and Class B units, each representing limited partner interests in EQM, and general partner units during the three years ended December 31, 2019 , 2018 and 2017 . Limited Partner Interests Series A Preferred Units Common Units Class B Units General Partner Units Total Balance at January 1, 2017 — 80,581,758 — 1,443,015 82,024,773 Balance at December 31, 2017 (a) — 80,581,758 — 1,443,015 82,024,773 Common units issued (b) — 10,821 — — 10,821 Drop-Down Transaction consideration — 5,889,282 — — 5,889,282 Common units issued in the EQM-RMP Merger — 33,975,777 — — 33,975,777 Balance at December 31, 2018 — 120,457,638 — 1,443,015 121,900,653 Unit cancellation — (8 ) — — (8 ) EQM IDR Transaction (c) — 80,000,000 7,000,000 (1,443,015 ) 85,556,985 Issuance of Series A Preferred Units 24,605,291 — — — 24,605,291 Balance at December 31, 2019 24,605,291 200,457,630 7,000,000 — 232,062,921 (a) There were no changes in common units or general partner units in 2017. (b) Units issued upon the resignation of a member of the Board of Directors of EQM's general partner. (c) In exchange for the cancellation of the EQM IDRs, EQM issued 87,000,000 EQM common units (the Exchange Consideration) to the former EQM general partner. At the effective time of the EQM IDR Merger, (i) the Exchange Consideration held by the former EQM general partner was canceled, (ii) 80,000,000 EQM common units and 7,000,000 Class B units were issued on a pro rata basis to certain affiliates of Equitrans Midstream, and (iii) 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain other affiliates of Equitrans Midstream. As of December 31, 2019 , Equitrans Gathering Holdings, LLC (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH), each a wholly-owned subsidiary of Equitrans Midstream, held 89,505,616 , 89,536 and 27,650,303 EQM common units, respectively. Additionally, Equitrans Gathering Holdings, EQM GP Corp and EMH held 6,153,907 , 6,155 and 839,938 Class B units, respectively. As of December 31, 2019 , Equitrans Midstream owned, directly or indirectly, 117,245,455 EQM common units and 7,000,000 Class B units (collectively representing a 59.9% limited partner interest in EQM, excluding the Series A Preferred Units) and the entire non-economic general partner interest in EQM, while the public owned a 40.1% limited partner interest in EQM. Class B Units As discussed above and in Note 1 , in February 2019, EQM issued 7,000,000 Class B units representing a new class of limited partner interests in EQM as partial consideration for the EQM IDR Transaction. The Class B units are substantially similar in all respects to EQM's common units, except that the Class B units are not entitled to receive distributions of available cash until the applicable Class B unit conversion date (or, if earlier, a change of control). The Class B units are divided into three tranches, with the first tranche of 2,500,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2021, the second tranche of 2,500,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2022, and the third tranche of 2,000,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2023 (each, a Class B unit conversion date). Additionally, the Class B units will become convertible at the holder’s option into EQM common units immediately before a change of control of EQM. After the applicable Class B unit conversion date (or, if earlier, a change of control), whether or not such Class B units have been converted into EQM common units, the Class B units will participate pro rata with the EQM common units in distributions of available cash. The holders of Class B units vote together with the holders of EQM common units as a single class, except that Class B units owned by the general partner of EQM and its affiliates are excluded from voting if EQM common units owned by such parties are excluded from voting. Holders of Class B units are entitled to vote as a separate class on any matter that adversely affects the rights or preferences of the Class B units in relation to other classes of EQM partnership interests in any material respect or as required by law. Series A Preferred Units As discussed in Note 1 , in March 2019, EQM entered into the Preferred Unit Purchase Agreement with certain investors to issue and sell in the Private Placement an aggregate of 24,605,291 Series A Preferred Units representing limited partner interests in EQM for a cash purchase price of $48.77 per Series A Preferred Unit, resulting in total gross proceeds of approximately $1.2 billion . The net proceeds from the Private Placement were used in part to fund the purchase price in the Bolt-on Acquisition and to pay certain fees and expenses related to the Bolt-on Acquisition, and the remainder was used for general partnership purposes. The Private Placement closed concurrently with the closing of the Bolt-on Acquisition on April 10, 2019. The Series A Preferred Units rank senior to all EQM common units and Class B units representing limited partner interests in EQM with respect to distribution rights and rights upon liquidation. The Series A Preferred Units vote on an as-converted basis with the EQM common units and Class B units and have certain other class voting rights with respect to any amendment to EQM's partnership agreement or its certificate of limited partnership that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Series A Preferred Units. The holders of the Series A Preferred Units are entitled to receive cumulative quarterly distributions at a rate of $1.0364 per Series A Preferred Unit for the first twenty distribution periods following the Private Placement, and thereafter the quarterly distributions on the Series A Preferred Units will be an amount per Series A Preferred Unit for such quarter equal to (i) the Series A Preferred Unit purchase price of $48.77 per such unit, multiplied by (ii) a percentage equal to the sum of (A) the greater of (x) the 3-month LIBOR as of the second London banking day prior to the beginning of the applicable quarter and (y) 2.59% , and (B) 6.90% , multiplied by (iii) 25% . EQM will not be entitled to pay any distributions on any junior securities, including any EQM common units, prior to paying the quarterly distributions payable to the holders of Series A Preferred Units, including any previously accrued and unpaid distributions. Each holder of the Series A Preferred Units may elect to convert all or any portion of its Series A Preferred Units into EQM common units initially on a one-for-one basis, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but have not been paid when due and partial period distributions, at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier upon the liquidation, dissolution or winding up of EQM), provided that any conversion is for at least $30 million (calculated based on the closing price of the EQM common units on the trading day preceding notice of conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Series A Preferred Units. EQM may elect to convert all or any portion of the Series A Preferred Units into EQM common units at any time (but not more often than once per quarter) after April 10, 2021 if (i) the common units are listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per common unit on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds $68.28 per such unit for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the common units on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds 500,000 common units for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) EQM has an effective registration statement on file with the SEC covering resales of the common units to be received by such holders upon any such conversion and (v) EQM has paid all accrued quarterly distributions in cash to the holders. In addition, upon certain events involving a change in control, the holders of Series A Preferred Units may elect, among other potential elections, to convert their preferred units into EQM common units at a certain conversion rate. See also Note 19 for a discussion of the EQM Merger along with the treatment of the Series A Preferred Units and Class B units in connection with the EQM Merger. Net Income per Limited Partner Unit Net Income per Limited Partner Unit : Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner common units outstanding during the period. The two-class method uses an earnings allocation method under which earnings per limited partner unit are calculated for each class of common unit and any participating security considering all distributions declared and participation rights in undistributed earnings as if all earnings had been distributed during the period. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units were exercised, settled or converted into EQM common units. EQM uses the if-converted method to compute potential common units from phantom units granted to independent directors and to compute potential common units related to the conversion of Series A Preferred Units and Class B units. Under the if-converted method, dilutive convertible securities are assumed to be converted from the date of the issuance, and the resulting common units are included in the denominator of the diluted net income per unit calculation for the period being presented. Each series of potential common units is evaluated in sequence from the most dilutive to the least dilutive. Distributions declared in the period and undeclared distributions on the cumulative Series A Preferred Units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation. As a result of the EQM IDR Transaction, EQM’s common unitholders are entitled to all distributions until the Class B units are convertible into common units, provided that prior to paying any distributions to EQM's common unitholders, EQM has paid all distributions in respect to the holders of Series A Preferred Units, including any previously accrued and unpaid distributions. Class B unitholders have no rights to distributions until the Class B units are convertible into common units. Accordingly, for all periods prior to the date such Class B units are convertible, the Class B units are not considered participating securities under the two-class method. In addition, the Series A Preferred Units are not considered a participating security as, prior to conversion into common units, they only have distribution rights up to the specified per-unit quarterly distribution and have no rights to EQM’s undistributed earnings prior to conversion of the Series A Preferred Units into EQM common units, as discussed in Note 6 . For the year ended December 31, 2019 , limited partner interest in net income, which excludes the Series A Preferred Units interest in net income, was fully allocated to EQM’s common unitholders. For the year ended December 31, 2018 , net income attributable to EQM was allocated to the general partner and limited partners in accordance with their respective ownership percentages. Any common units issued during the relevant periods are included on a monthly weighted-average basis for the periods in which they were outstanding. The phantom units granted to the independent directors of EQM's general partner will be paid in common units on a director's termination of service on the Board of Directors of EQM's General Partner. As there are no remaining service, performance or market conditions related to these awards, 24,382 , 19,249 and 20,959 phantom unit awards were included in the calculation of basic and diluted weighted average limited partner units outstanding for the years ended December 31, 2019 , 2018 and 2017 , respectively. The following table presents EQM's calculation of net income per limited partner unit for common and Class B limited partner units. Years Ended 2019 2018 (a) 2017 (Thousand) Net income attributable to EQM $ 183,373 $ 668,002 $ 609,626 Less: Series A Preferred Units interest in net income (73,981 ) — — Less: pre-acquisition net income allocated to EQT — (164,242 ) (37,722 ) Less: general partner interest in net income – general partner units — (6,104 ) (10,060 ) Less: general partner interest in net income – IDRs — (255,927 ) (143,531 ) Limited partner interest in net income $ 109,392 $ 241,729 $ 418,313 Net income allocable to common units $ 109,392 $ 241,729 $ 418,313 Net income allocable to Class B units $ — $ — $ — Weighted average limited partner common units outstanding - basic 189,085 99,303 80,603 Weighted average limited partner common units outstanding - diluted (b) 196,085 99,303 80,603 Net income per limited partner common unit - basic $ 0.58 $ 2.43 $ 5.19 Net income per limited partner common unit - diluted $ 0.56 $ 2.43 $ 5.19 (a) Net income attributable to the Drop-Down Transaction and the EQM-RMP Merger for the periods prior to May 1, 2018 and July 23, 2018, respectively, was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the EQM unitholders. (b) For the year ended December 31, 2019 , 7,000,000 Class B units were included in the calculation of diluted weighted average limited partner units outstanding based upon the application of the if-converted method. The effect of the 24,605,291 Series A Preferred Units was anti-dilutive. |
Financial Information by Busine
Financial Information by Business Segment | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment EQM reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. Refer to Note 1 for discussion on business segments. Years Ended December 31, 2019 2018 2017 (Thousands) Revenues from customers: Gathering $ 1,159,931 $ 997,070 $ 509,967 Transmission 390,520 386,801 371,986 Water 79,791 111,227 13,605 Total operating revenues $ 1,630,242 $ 1,495,098 $ 895,558 Operating (loss) income: Gathering (a) $ (88,850 ) $ 423,407 $ 369,093 Transmission 277,731 265,579 247,467 Water 15,305 37,667 4,145 Total operating income $ 204,186 $ 726,653 $ 620,705 Reconciliation of operating income to net income: Equity income (b) 163,279 61,778 22,171 Other income 4,601 5,011 4,439 Net interest expense 209,984 122,094 36,955 Net income $ 162,082 $ 671,348 $ 610,360 (a) Impairments of long-lived assets of $854.3 million and $261.9 million for the years ended December 31, 2019 and 2018, respectively, were included in Gathering operating income. See Note 3 for further information. (b) Equity income is included in the Transmission segment. As of December 31, 2019 2018 2017 (Thousands) Segment assets: Gathering $ 7,572,911 $ 6,011,654 $ 5,656,094 Transmission (a) 3,903,707 3,066,659 1,947,566 Water 202,440 237,602 208,273 Total operating segments 11,679,058 9,315,915 7,811,933 Headquarters, including cash 135,961 140,206 186,902 Total assets $ 11,815,019 $ 9,456,121 $ 7,998,835 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. Years Ended December 31, 2019 2018 2017 (Thousands) Depreciation: Gathering $ 144,310 $ 98,678 $ 44,957 Transmission 51,935 49,723 58,689 Water 26,915 23,513 3,515 Total $ 223,160 $ 171,914 $ 107,161 Expenditures for segment assets: Gathering (a)(b) $ 893,804 $ 717,251 $ 254,522 Transmission (c) 59,313 114,450 111,102 Water 37,457 23,537 6,233 Total (d) $ 990,574 $ 855,238 $ 371,857 (a) Includes approximately $59.1 million for the year ended December 31, 2019 related to non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction that primarily support EQM's gathering activities. (b) Includes approximately $25.9 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the year ended December 31, 2019 . (c) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $774.6 million , $913.2 million and $159.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. (d) 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 $85.8 million , $108.9 million , $90.7 million and $26.7 million at December 31, 2019 , 2018 , 2017 and 2016 , respectively. On November 13, 2017, as a result of the Rice Merger, EQM assumed $72.3 million of Rice Midstream Holdings accrued capital expenditures. On April 10, 2019, as a result of the Bolt-on Acquisition, EQM assumed $8.8 million of Eureka Midstream accrued capital expenditures. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Transactions with EQT. As of December 31, 2019 , EQT remained a related party due to its continued 19.9% ownership interest in Equitrans Midstream following the Separation. In the ordinary course of business, EQM engaged, and continues to engage, in transactions with EQT and its affiliates, including, but not limited to, gathering agreements, transportation service and precedent agreements, storage agreements and water service agreements. Omnibus Agreement with EQT . Prior to the Separation and Distribution, EQM had an omnibus agreement with EQT (the EQT Omnibus Agreement). Pursuant to the EQT Omnibus Agreement, EQT agreed to provide EQM with a license to use the name "EQT" and related marks in connection with EQM's business. EQM was allocated the portion of operating and maintenance expense and selling, general and administrative expense incurred by EQT for the benefit of EQM. The omnibus agreement also provided for certain indemnification and reimbursement obligations between EQT and EQM. On November 12, 2018, EQT terminated the EQT Omnibus Agreement and entered into the Amended and Restated Omnibus Agreement dated November 13, 2018 among EQT, EQM and the EQM General Partner (the Amended and Restated EQT Omnibus Agreement) to memorialize certain indemnification obligations of EQT and EQM, which remain in effect following the termination. RMP Omnibus Agreement with EQT. Prior to the Separation and Distribution, RMP had an omnibus agreement with EQT (the RMP Omnibus Agreement). Pursuant to the RMP Omnibus Agreement, EQT performed centralized corporate general and administrative services for RMP. In exchange, RMP reimbursed EQT for the expenses incurred by EQT in providing those services. Following the completion of the EQM-RMP Merger, RMP reimbursed EQT for the expenses incurred by EQT providing services to RMP and its subsidiaries under EQM's omnibus agreement with EQT. On November 12, 2018, EQT terminated the RMP Omnibus Agreement. In connection with the Separation, certain indemnification obligations of EQT and RMP remain in effect following the termination pursuant to the Second Amended and Restated Omnibus Agreement, dated November 13, 2018 among EQT, RMP and certain of RMP's subsidiaries. Omnibus Agreement with Equitrans Midstream . On November 13, 2018, in connection with the Separation, Equitrans Midstream, EQM and the EQM General Partner (as successor to the former EQM general partner) entered into an omnibus agreement (the Equitrans Midstream Omnibus Agreement). Pursuant to the Equitrans Midstream Omnibus Agreement, EQM agreed to, among other things, provide Equitrans Midstream with a license to use the name "Equitrans" and related marks in connection with Equitrans Midstream's business. EQM is allocated the portion of operating and maintenance expense and selling, general and administrative expense incurred by Equitrans Midstream and certain of its affiliates for the benefit of EQM. In connection with the entry into the Assignment and Bill of Sale, the Equitrans Midstream Omnibus Agreement was amended and restated, to, among other things, govern Equitrans Midstream's use, and payment for such use, of the acquired assets in the Shared Assets Transaction following their conveyance to EQM. Operation and Management Services Agreement . EQM had an operation and management services agreement with EQT Gathering, LLC (EQT Gathering), an indirect wholly owned subsidiary of EQT, pursuant to which EQT Gathering provided EQM's pipelines and storage facilities with certain operational and management services. EQM reimbursed EQT Gathering for such services pursuant to the terms of the EQT Omnibus Agreement. The operation and management services agreement was replaced in its entirety by a secondment agreement with EQT (discussed below). Secondment Agreement with EQT . On December 7, 2017, EQT, EQT Gathering, Equitrans, L.P. (Equitrans), EQM and the EQM General Partner (as successor to the former EQM general partner) entered into a Secondment Agreement (the EQT Secondment Agreement), pursuant to which available employees of EQT and its affiliates could be seconded to EQM and its subsidiaries to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM or its subsidiaries. EQM reimbursed EQT and its affiliates for the services provided by the seconded employees pursuant to the Secondment Agreement. On November 12, 2018, EQT terminated the secondment agreement. Secondment Agreement with Equitrans Midstream . On November 13, 2018, in connection with the Separation, Equitrans Midstream, EQM, and the EQM General Partner (as successor to the former EQM general partner) entered into a Secondment Agreement (the Equitrans Midstream Secondment Agreement), pursuant to which available employees of Equitrans Midstream and its affiliates may be seconded to EQM and its subsidiaries to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM or its subsidiaries. The Equitrans Midstream Secondment Agreement replaced the aforementioned EQT Secondment Agreement. The following table summarizes the amounts and categories of expenses for which EQM was obligated to reimburse EQT pursuant to the EQT Omnibus Agreement, the EQT Secondment Agreement and the Operation and Management Services Agreement, as applicable, and the amounts and categories of obligations for which EQT was obligated to indemnify and/or reimburse EQM pursuant to the EQT Omnibus Agreement and the Amended and Restated EQT Omnibus Agreement, as applicable, for the years ended December 31, 2018 and 2017 . In addition, the table below summarizes the amounts and categories of expenses for which EQM was obligated to reimburse Equitrans Midstream pursuant to the Equitrans Midstream Omnibus Agreement and the Equitrans Midstream Secondment Agreement, as applicable, and the amounts and categories for which Equitrans Midstream was obligated to indemnify and/or reimburse EQM pursuant to the Equitrans Midstream Omnibus Agreement, as applicable, for the years ended December 31, 2019 and 2018 . Years Ended December 31, 2019 2018 2017 (Thousands) Reimbursements to EQT Operating and maintenance expense (a) $ — $ 49,778 $ 39,957 Selling, general and administrative expense (a) $ — $ 81,725 $ 67,424 Reimbursements to Equitrans Midstream Operating and maintenance expense (a) $ 52,713 $ — $ — Selling, general and administrative expense (a) $ 89,187 $ 16,335 $ — Reimbursements from EQT and Equitrans Midstream (b) Plugging and abandonment $ — $ — $ 4 Bare steel replacement $ 711 $ 3,866 $ 15,704 (a) The expenses for which EQM reimbursed EQT and its subsidiaries in the Predecessor period and Equitrans Midstream and its subsidiaries in the Successor period may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. These amounts exclude the recast impact of the Drop-Down Transaction and the EQM-RMP Merger as these amounts do not represent reimbursements pursuant to any omnibus agreement. (b) These reimbursements were recorded as capital contributions from EQT and Equitrans Midstream. Summary of Related Party Transactions . The following table summarizes related party transactions for the years ended December 31, 2019 , 2018 and 2017 . Years Ended December 31, 2019 2018 2017 (Thousands) Operating revenues (a) $ 1,122,626 $ 1,111,289 $ 665,939 Operating and maintenance expense (b) 52,713 49,778 40,204 Selling, general and administrative expense (b) 89,187 98,060 72,592 Separation and other transaction costs (c) (1,404 ) 7,761 — Equity income (d) 163,279 61,778 22,171 Interest income on Preferred Interest (see Note 1) 6,324 6,578 6,818 Principal payments received on Preferred Interest (see Note 1) 4,661 4,406 4,166 Distributions to Equitrans Midstream (e) 542,260 — — Distributions to the EQM General Partner (f) — 361,575 235,167 Capital contributions to the MVP Joint Venture (d) 774,593 913,195 159,550 Capital contributions from Equitrans Midstream / EQT 711 3,866 15,463 Net contributions from EQT — 3,001 29,711 (a) Operating revenues represents revenues with EQT for all years presented. (b) The expenses for which EQM reimbursed EQT and its subsidiaries in the Predecessor period and Equitrans Midstream and its subsidiaries in the Successor period 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. These amounts exclude the recast impact of the Drop-Down Transaction and the EQM-RMP Merger as these amounts do not represent reimbursements pursuant to the omnibus agreements. (c) For the year ended December 31, 2018, EQT allocated $7.8 million in transaction costs to EQM related to the EQM-RMP Merger and the Drop-Down Transaction. (d) Associated with EQM's ownership in the MVP Joint Venture. See Note 9 for further detail. (e) The distributions to Equitrans Midstream are based on the period to which the distributions relate and not the period in which the distributions were declared and paid. For example, for the year ended December 31, 2019, total distributions to Equitrans Midstream included the cash distribution declared on January 15, 2020 related to the fourth quarter of 2019 of $1.16 per common unit. (f) The distributions to the EQM General Partner are based on the period to which the distributions relate and not the period in which the distributions were declared and paid. For example, for the year ended December 31, 2018, total distributions to the EQM General Partner included the cash distribution declared on January 16, 2019 related to the fourth quarter of 2018 of $1.13 per common unit and the amounts related to its general partner interest and IDRs. The following table summarizes related party balances as of December 31, 2019 and 2018 . As of December 31, 2019 2018 (Thousands) Accounts receivable – related party $ 175,153 $ 174,767 Due to related party 39,009 78,465 Capital contribution payable to the MVP Joint Venture 45,150 169,202 Investment in unconsolidated entity 2,324,108 1,510,289 Preferred Interest in EES (see Note 1 and Note 7) 110,059 114,720 See also Note 2, Note 6, Note 9, Note 10, Note 11, Note 12, Note 15, Note 17 and Note 19 for further discussion of related party transactions. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity Investment in the MVP Joint Venture The MVP Joint Venture is constructing the Mountain Valley Pipeline (MVP), an estimated 300 -mile natural gas interstate pipeline that will span from northern West Virginia to southern Virginia. EQM will operate the MVP and owned a 45.5% interest in the MVP project as of December 31, 2019 . On November 4, 2019, Consolidated Edison, Inc. (Con Edison) exercised an option to cap its investment in the MVP project at approximately $530 million (excluding AFUDC). EQM and NextEra Energy, Inc. are obligated, and RGC Resources, Inc., another member of the MVP Joint Venture owning an interest in the MVP project, has opted to fund the shortfall in Con Edison's capital contributions, on a pro rata basis. As a result, EQM expects to fund an additional $86 million (excluding AFUDC) in capital contributions to the MVP Joint Venture. EQM's equity ownership in the MVP Joint Venture will progressively increase from 45.5% to approximately 47.0% . The MVP Joint Venture is 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 of the MVP Joint Venture because it does not have the power to direct the activities that most significantly affect the MVP Joint Venture's economic performance. Certain business decisions, such as decisions to make distributions of cash, require a greater than 66 2/3% ownership interest approval, and no one member owns more than a 66 2/3% interest. In April 2018, the MVP Joint Venture announced the MVP Southgate project, a proposed 75 -mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. EQM will operate the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project as of December 31, 2019 . In November 2019 , the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a direct, wholly-owned subsidiary of EQM, for $45.2 million , of which $7.5 million was paid in January 2020 and $37.7 million is expected to be paid in March 2020. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of December 31, 2019 . The interests in MVP and MVP Southgate are equity method investments for accounting purposes because EQM has the ability to exercise significant influence, but not control, over the MVP Joint Venture's operating and financial policies. Accordingly, EQM records adjustments to the investment balance for contributions to or distributions from the MVP Joint Venture and for EQM's pro-rata share of MVP Joint Venture earnings. Equity income, which is primarily related to EQM's pro-rata share of the MVP Joint Venture's AFUDC on the construction of the MVP, is reported in equity income in EQM's statements of consolidated operations. Pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances, which may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral, in favor of the MVP Joint Venture to provide assurance as to the funding of MVP Holdco's proportionate share of the construction budget for the MVP project. In January 2019, EQM issued a performance guarantee in an amount equal to 33% of EQM's proportionate share of the then-remaining construction budget for the MVP project, which was approximately $261 million at the time of issuance. In July and October 2019, EQM issued a replacement performance guarantees in amounts equal to approximately $249 million and $256 million , respectively, based on the then-current construction budget for the MVP project. As of December 31, 2019 , EQM's performance guarantee was approximately $223 million , adjusted for capital contributions made during the fourth quarter of 2019. In addition, pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances in respect of MVP Southgate, which performance assurances may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral. In February 2019, EQM issued a performance guarantee of $14 million in favor of the MVP Joint Venture for the MVP Southgate project. Upon the FERC's initial release to begin construction of the MVP Southgate project, EQM's current MVP Southgate performance guarantee will be terminated, and EQM will be obligated to issue a new guarantee (or provide another allowable form of performance assurance) in an amount equal to 33% of MVP Holdco's proportionate share of the remaining capital obligations for the MVP Southgate project under the applicable construction budget. As a result of EQM’s credit rating downgrades in the first quarter of 2020, EQM was obligated to deliver additional credit support to the MVP Joint Venture, which included letters of credit in the amounts of approximately $220.2 million and $14.2 million with respect to the MVP project and MVP Southgate project. In connection with delivering such letters of credit as replacement performance assurances, the performance guarantees associated with the MVP and MVP Southgate projects were terminated. As of December 31, 2019 , EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $2,516 million , which consisted of the investment in unconsolidated entity balance on the consolidated balance sheet as of December 31, 2019 , net of capital contributions payable, and amounts that could have become due under EQM's performance guarantees as of that date. The following tables summarize the audited condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project. Consolidated Balance Sheets As of December 31, 2019 2018 (Thousands) Current assets $ 102,638 $ 615,926 Noncurrent assets 4,951,521 3,202,506 Total assets $ 5,054,159 $ 3,818,432 Current liabilities $ 223,645 $ 606,366 Equity 4,830,514 3,212,066 Total liabilities and equity $ 5,054,159 $ 3,818,432 Statements of Consolidated Operations Years Ended December 31, 2019 2018 2017 (Thousands) Environmental remediation $ (2,416 ) $ — $ — Other income 6,243 5,762 528 AFUDC - equity 245,890 90,791 32,054 Net interest income 105,382 38,911 16,146 Net income $ 355,099 $ 135,464 $ 48,728 EQM's ownership interest in the MVP Joint Venture related to the MVP project is significant as defined by the SEC's Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, EQM has included audited financial statements of the MVP Joint Venture, with respect to the MVP project, as of December 31, 2019 and for each of the three years in the period ended December 31, 2019 as Exhibit 99.2 to this Annual Report on Form 10-K. |
Cash Distributions
Cash Distributions | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Cash Distributions | Cash Distributions The EQM partnership agreement provides that the holders of the Series A Preferred Units are entitled to receive cumulative quarterly distributions at a rate of $1.0364 per Series A Preferred Unit for the first twenty distribution periods, and thereafter the quarterly distributions on the Series A Preferred Units will be an amount per Series A Preferred Unit for such quarter equal to (i) the Series A Preferred Unit purchase price of $48.77 per such unit, multiplied by (ii) a percentage equal to the sum of (A) the greater of (x) the 3-month LIBOR as of the second London banking day prior to the beginning of the applicable quarter and (y) 2.59% , and (B) 6.90% , multiplied by (iii) 25% . EQM will not be entitled to pay any distributions on any junior securities, including any EQM common units, prior to paying the quarterly distributions payable to the holders of Series A Preferred Units, including any previously accrued and unpaid distributions. The EQM partnership agreement requires EQM to distribute all of its available cash to EQM's common unitholders within 45 days after the end of each quarter. Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter: • less , the amount of cash reserves established by the EQM General Partner to: • provide for the proper conduct of EQM's business (including reserves for future capital expenditures, anticipated future debt service requirements, the payment of quarterly distributions on Series A Preferred Units and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings subsequent to that quarter); • comply with applicable law, any of EQM's debt instruments or other agreements; or • provide funds for distributions to EQM's unitholders for any one or more of the next four quarters; • plus , if the EQM General Partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter. The Class B units will become convertible at the holder’s option in three tranches, with 2.5 million becoming convertible on April 1, 2021, 2.5 million becoming convertible on April 1, 2022, and 2 million becoming convertible on April 1, 2023 (each, a Class B unit conversion date). Until the applicable Class B unit conversion date, the Class B units will not be entitled to receive any distributions of available cash. After the applicable Class B unit conversion date, whether or not such Class B units have been converted into EQM common units, the Class B units will participate pro rata with the EQM common units in distributions of available cash. Furthermore, the Class B units will become convertible at the holder’s option into EQM common units immediately before a change of control of EQM. Distributions to Common Unitholders. On January 15, 2020 , the Board of Directors of the EQM General Partner (the Board) declared a cash distribution to EQM's unitholders for the fourth quarter of 2019 of $1.16 per common unit. The cash distribution was paid on February 13, 2020 to unitholders of record at the close of business on February 4, 2020 . Cash distributions paid by EQM to Equitrans Midstream were approximately $136.0 million related to Equitrans Midstream's limited partner interest in EQM. Distributions to Series A Preferred Unit Holders. On January 15, 2020 , the Board declared a quarterly cash distribution on the Series A Preferred Units for the fourth quarter of 2019 of $1.0364 per Series A Preferred Unit. The cash distribution was paid on February 13, 2020 to holders of Series A Preferred Units of record at the close of business on February 4, 2020 . On February 27, 2020, EQM announced its intention to reduce its quarterly distribution from $1.16 per unit to $0.3875 per unit, a decrease of approximately 67% per unit, in connection with the announcement of the EQM Merger, commencing with the first quarter 2020 distribution. See Note 19 for additional information regarding the EQM Merger. |
Equity-Based Compensation Plan
Equity-Based Compensation Plan | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation Plan | Equity-Based Compensation Plan EQM Phantom Units. The EQM General Partner has granted phantom unit awards to certain non-employee directors of the EQM General Partner. The EQM phantom units vest upon grant, and the value of the EQM phantom units is paid in EQM common units upon the director's termination of service on the EQM General Partner's Board of Directors. The EQM phantom units are accounted for as equity awards; as such, EQM recognizes the fair value of the awards on the grant date as share-based compensation expense upon grant. As of December 31, 2019 , there were 26,700 EQM phantom units, including accrued distributions, outstanding. EQM granted 5,910 , 5,100 and 2,940 EQM phantom units during the years ended December 31, 2019 , 2018 and 2017 , respectively. The weighted average fair value of the grants, based on EQM's common unit price on the grant date, was $43.25 , $68.66 and $76.68 for the years ended December 31, 2019 , 2018 and 2017 , respectively. EQM recognized share-based compensation expense of $0.3 million , $0.4 million and $0.2 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. RMP Phantom Units. Prior to the EQM-RMP Merger, the RMP General Partner granted phantom unit awards (RMP phantom units) to certain non-employee directors of the RMP General Partner. The RMP phantom units would cliff vest at the end of the requisite service period of approximately one year, and the value of the RMP phantom units were paid in RMP common units upon vesting. The RMP phantom units were equity awards; as such, RMP recognized the fair value of the awards on the grant date as share-based compensation expense on a straight-line basis over the vesting period. As of July 23, 2018, in connection with the EQM-RMP Merger, the 36,220 RMP phantom units outstanding vested and converted into 12,024 EQM common units based on the exchange ratio of 0.3319 . EQM recognized share-based compensation expense of $0.9 million and less than $0.1 million |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents EQM's outstanding debt as of December 31, 2019 and 2018 . December 31, 2019 December 31, 2018 Principal Carrying Value (a) Fair (b) Principal Carrying Value (a) Fair (b) (Thousands) $3 Billion Facility $ 610,000 $ 610,000 $ 610,000 $ 625,000 $ 625,000 $ 625,000 Eureka Credit Facility 292,500 292,500 292,500 — — — 2019 EQM Term Loan 1,400,000 1,397,491 1,400,000 — — — 4.00% Senior Notes due 2024 500,000 496,476 486,905 500,000 495,708 479,950 4.125% Senior Notes due 2026 500,000 494,115 471,770 500,000 493,264 454,200 4.75% Senior Notes due 2023 1,100,000 1,091,988 1,104,961 1,100,000 1,089,742 1,099,890 5.50% Senior Notes due 2028 850,000 840,420 839,035 850,000 839,302 841,526 6.50% Senior Notes due 2048 550,000 539,009 518,678 550,000 538,623 549,566 Total debt $ 5,802,500 $ 5,761,999 $ 5,723,849 $ 4,125,000 $ 4,081,639 $ 4,050,132 (a) Carrying value of the senior notes represents principal amount less unamortized debt issuance costs and debt discounts. (b) See Note 1 for a discussion of fair value measurements. The combined aggregate amounts of maturities for long-term debt are as follows: zero in 2020 and 2021, $1.4 billion in 2022, $1.1 billion in 2023, $0.5 billion in 2024 and $1.9 billion in 2025 and thereafter. $3 Billion Facility . On October 31, 2018, EQM amended and restated its unsecured revolving credit facility to increase the borrowing capacity from $1 billion to $3 billion and extend the term to October 2023 (the $3 billion Facility). The $3 Billion Facility is available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay distributions and repurchase units. Subject to satisfaction of certain conditions, the $3 Billion Facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $750 million . The $3 Billion Facility has a sublimit of up to $250 million for same-day swing line advances and a sublimit of up to $400 million for letters of credit. In addition, EQM has the ability to request that one or more lenders make available term loans under the $3 Billion Facility, subject to the satisfaction of certain conditions. Such term loans would be secured by cash and qualifying investment grade securities. As of December 31, 2019 , no term loans were outstanding under the $3 Billion Facility. EQM's obligations under the revolving portion of the $3 Billion Facility are unsecured. EQM's debt issuer credit ratings determine the level of fees associated with its $3 Billion Facility and the interest rate charged by the counterparties on amounts borrowed against the lines of credit. EQM's debt credit rating and level of fees and interest rates are inversely related. Under the terms of the $3 Billion Facility, EQM can obtain Base Rate Loans (as defined in the $3 Billion Facility) or Fixed Period Eurodollar Rate Loans (as defined in the $3 Billion Facility) (Eurodollar Rate Loans). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin of 0.125% to 0.875% determined on the basis of a combination of EQM's then-current credit ratings by Moody's Investors Service (Moody's), S&P Global Ratings (S&P) and Fitch Investor Services (Fitch). Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the $3 Billion Facility) plus a margin of 1.125% to 1.875% determined on the basis of a combination of EQM's then-current credit ratings with Moody's, S&P and Fitch. EQM may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Eurodollar Rate Loans. EQM's $3 Billion Facility contains certain negative covenants, that, among other things, limit the ability of EQM and certain of its subsidiaries to incur or permit liens on assets, establish a maximum consolidated leverage ratio of not more than 5.00 to 1.00 tested as of the end of each fiscal quarter (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions), and limit transactions with affiliates, mergers and other fundamental changes, asset dispositions, and the incurrence of new debt, in each case and as applicable, subject to certain specified exceptions. The $3 Billion Facility also contains certain specified events of default, including, among others, failure to make certain payments (subject to specified grace periods in some cases), failure to observe covenants (subject to specified grace periods in some cases), cross-defaults to certain other material debt, certain specified insolvency or bankruptcy events and the occurrence of a change of control event, in each case, the occurrence of which would allow the lenders to accelerate EQM’s payment obligations under the $3 Billion Facility. During the years ended December 31, 2019 , 2018 and 2017 , the maximum outstanding borrowings under the $3 Billion Facility were $1,690 million , $674 million and $260 million , respectively, the average daily balances were approximately $846 million , $230 million and $74 million , respectively, and the weighted average annual interest rates were 3.6% , 3.6% and 2.8% , respectively. EQM had $1 million of letters of credit outstanding under the $3 Billion Facility as of both December 31, 2019 and 2018 . For the years ended December 31, 2019 , 2018 and 2017 , commitment fees of $4.6 million , $2.8 million and $1.8 million , respectively, were paid to maintain credit availability under the credit facility. 2019 EQM Term Loan Agreement. In August 2019, EQM entered into a term loan agreement that provided for unsecured term loans in an aggregate principal amount of $1.4 billion (the 2019 EQM Term Loan Agreement). The initial term loans provided under the 2019 EQM Term Loan Agreement mature in August 2022. EQM received net proceeds from the issuance of the initial term loans under the 2019 EQM Term Loan Agreement of $1,397.4 million , inclusive of debt issuance costs of $2.6 million . The net proceeds were primarily used to repay borrowings under the $3 Billion Facility and the remainder was used for general partnership purposes. The 2019 EQM Term Loan Agreement provides EQM with the right to request incremental term loans in an aggregate amount of up to $300 million , subject to, among other things, obtaining additional commitments from existing lenders or commitments from new lenders. EQM had $1.4 billion of borrowings outstanding under the 2019 EQM Term Loan Agreement as of December 31, 2019 . During the applicable portions of the year ended December 31, 2019 , the weighted average annual interest rate for the period was approximately 3.3% . Under the terms of the EQM Credit Facility, EQM can obtain Base Rate Loans (as defined in the 2019 EQM Term Loan Agreement) or Fixed Period Eurodollar Rate Loans (as defined in the 2019 EQM Term Loan Agreement) (Eurodollar Rate Loans). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin of 0.000% to 0.750% determined on the basis of a combination of EQM's then-current credit rating with Moody's, S&P and Fitch. Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the 2019 EQM Term Loan Agreement) plus a margin of 1.000% to 1.750% determined on the basis of a combination of EQM's then-current credit rating with Moody's, S&P and Fitch. EQM may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Eurodollar Rate Loans. The 2019 EQM Term Loan Agreement contains certain negative covenants, that, among other things, limit the ability of EQM and certain of its subsidiaries to incur or permit liens on assets, establish a maximum 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) tested as of the end of each fiscal quarter, and limit transactions with affiliates, mergers and other fundamental changes, asset dispositions, and the incurrence of new debt, in each case and as applicable, subject to certain specified exceptions. The 2019 EQM Term Loan Agreement also contains certain specified events of default, including, among others, failure to make certain payments (subject to specified grace periods in some cases), failure to observe covenants (subject to specified grace periods in some cases), cross-defaults to certain other material debt, certain specified insolvency or bankruptcy events and the occurrence of a change of control event, in each case, the occurrence of which would allow the lenders to accelerate EQM’s payment obligations under the 2019 EQM Term Loan Agreement. Eureka Credit Facility. Eureka Midstream, LLC (Eureka), a wholly-owned subsidiary of Eureka Midstream, has a $400 million senior secured revolving credit facility, which is available for general business purposes, including financing maintenance and expansion capital expenditures related to the Eureka system and providing working capital for Eureka’s operations (the Eureka Credit Facility). Subject to satisfaction of certain conditions, the Eureka Credit Facility has an accordion feature that allows Eureka to increase the available borrowings under the facility by an additional $100 million to an aggregate $500 million of total commitments. Under the terms of the Eureka Credit Facility, Eureka can obtain base rate loans or Eurodollar rate loans. Base rate loans are denominated in dollars and bear interest at an adjusted base rate, which was equal to the highest of (i) JPMorgan Chase Bank, N.A.'s prime rate, (ii) the one-month Adjusted Eurodollar Rate (as defined in the Eureka Credit Facility credit agreement) plus 1.0% or (iii) the Federal Funds effective rate plus 0.5% per annum; plus the Applicable Margin (as defined in the Eureka Credit Agreement). Eurodollar rate loans bear interest at the Adjusted Eurodollar Rate per annum, which rate is to be determined by the administrative agent pursuant to a prescribed calculation based on the ICE Benchmark Administration LIBOR Rate plus the Applicable Margin. The Applicable Margin ranged from 0.75% to 2.0% in the case of base rate loans and from 1.75% to 3.0% in the case of Eurodollar loans, in each case, depending on the amount of the loan outstanding in relation to the borrowing base. The Eureka Credit Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions, mergers and fundamental changes, securities issuances, and transactions with affiliates. In addition, the Eureka Credit Facility contains events of default such as insolvency, nonpayment of scheduled principal or interest obligations, loss and failure to replace certain material contracts, change of control and cross-default related to the acceleration or default of certain other financial obligations. Under the Eureka Credit Facility, Eureka is required to maintain a consolidated leverage ratio of not more than 4.75 to 1.00 (or not more than 5.25 to 1.00 for certain measurement periods following the consummation of certain acquisitions). Additionally, as of the end of any fiscal quarter, Eureka will not permit the ratio of consolidated EBITDA (as defined in the Eureka Credit Facility) for the four fiscal quarters then ending to consolidated interest charges to be less than 2.50 to 1.00 . For the period from April 10, 2019 through December 31, 2019 , the maximum amount of outstanding borrowings under the Eureka Credit Facility at any time was approximately $293 million , the average daily balance was approximately $288 million , and Eureka incurred interest at a weighted average annual interest rate of approximately 4.2% for the period. For the period from April 10, 2019 to December 31, 2019, commitment fees of $0.4 million were paid to maintain credit availability under the credit facility. 364 -Day Facility . In the Predecessor period, EQM had a $500 million , 364 -day, uncommitted revolving loan agreement with EQT (the 364-Day Facility). Interest accrued on outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the $3 Billion Facility with the largest aggregate commitment amount to which EQM was then a party, less the sum of (i) the then applicable commitment fee under such agreement and (ii) 10 basis points. On November 12, 2018, in connection with the Separation, EQT terminated the EQM 364 -Day Facility. EQM had no borrowings outstanding under the 364 -Day Facility as of December 31, 2018. There were no borrowings outstanding at any time during the year ended December 31, 2018 on the 364 -Day Facility. During the year ended December 31, 2017, the maximum outstanding borrowing under the 364 -Day Facility was $100 million , the average daily balance was approximately $23 million and the weighted average annual interest rate was 2.2% . 2018 EQM Term Loan Facility . On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364 -day term loan facility (the 2018 EQM Term Loan Facility). The 2018 EQM Term Loan Facility was used to fund the cash consideration for the Drop-Down Transaction, to repay borrowings under EQM’s then-existing revolving credit facility and for other general partnership purposes. In connection with EQM's issuance of the 2018 Senior Notes (defined below), on June 25, 2018, the outstanding balance under the 2018 EQM Term Loan Facility was repaid and the 2018 EQM Term Loan Facility was terminated. As a result of the termination, EQM expensed $3 million of deferred issuance costs. Under the 2018 EQM Term Loan Facility, from April 25, 2018 through June 25, 2018, the maximum amount of EQM's outstanding borrowing was approximately $1,825 million and the average daily balance was approximately $1,231 million . EQM incurred interest at a weighted average annual interest rate of approximately 3.3% for the period from April 25, 2018 through June 25, 2018. RMP $850 Million Facility . Prior to the completion of the EQM-RMP Merger, RM Operating LLC (formerly known as Rice Midstream OpCo LLC) (Rice Midstream OpCo), a wholly owned subsidiary of RMP, had an $850 million credit facility (the RMP $850 Million Facility). The RMP $850 Million Facility was available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay dividends and repurchase units. The RMP $850 Million Facility was secured by mortgages and other security interests on substantially all of RMP's properties and was guaranteed by RMP and its restricted subsidiaries. For the period from January 1, 2018 through July 23, 2018, the maximum amount of RMP's outstanding borrowings under the RMP $850 Million Facility at any time was $375 million and the average daily outstanding balance under the RMP $850 Million Facility was approximately $300 million . Interest was incurred on the RMP $850 Million Facility at weighted average annual interest rates of 3.8% for the period from January 1, 2018 through July 23, 2018. In connection with the completion of the EQM-RMP Merger, on July 23, 2018, EQM repaid the approximately $260 million of borrowings outstanding under the RMP $850 Million Facility and the facility was terminated. 2018 Senior Notes . In June 2018, EQM issued 4.75% senior unsecured notes due July 15, 2023 in the aggregate principal amount of $1.1 billion , 5.50% senior unsecured notes due July 15, 2028 in the aggregate principal amount of $850 million and 6.50% senior unsecured notes due July 15, 2048 in the aggregate principal amount of $550 million (collectively, the 2018 Senior Notes). EQM received net proceeds from the offering of approximately $2,465.8 million , inclusive of a discount of $11.8 million and debt issuance costs of approximately $22.4 million . The net proceeds were used to repay the outstanding balances under the 2018 EQM Term Loan Facility and the RMP $850 Million Facility, and the remainder was used for general partnership purposes. The 2018 Senior Notes were issued pursuant to supplemental indentures to EQM's existing indenture dated August 1, 2014. The 2018 Senior Notes supplemental indentures contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets. As of December 31, 2019 |
Net Income per Limited Partner
Net Income per Limited Partner Unit | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income per Limited Partner Unit | Equity The following table summarizes changes in EQM's Series A Preferred Units, common units and Class B units, each representing limited partner interests in EQM, and general partner units during the three years ended December 31, 2019 , 2018 and 2017 . Limited Partner Interests Series A Preferred Units Common Units Class B Units General Partner Units Total Balance at January 1, 2017 — 80,581,758 — 1,443,015 82,024,773 Balance at December 31, 2017 (a) — 80,581,758 — 1,443,015 82,024,773 Common units issued (b) — 10,821 — — 10,821 Drop-Down Transaction consideration — 5,889,282 — — 5,889,282 Common units issued in the EQM-RMP Merger — 33,975,777 — — 33,975,777 Balance at December 31, 2018 — 120,457,638 — 1,443,015 121,900,653 Unit cancellation — (8 ) — — (8 ) EQM IDR Transaction (c) — 80,000,000 7,000,000 (1,443,015 ) 85,556,985 Issuance of Series A Preferred Units 24,605,291 — — — 24,605,291 Balance at December 31, 2019 24,605,291 200,457,630 7,000,000 — 232,062,921 (a) There were no changes in common units or general partner units in 2017. (b) Units issued upon the resignation of a member of the Board of Directors of EQM's general partner. (c) In exchange for the cancellation of the EQM IDRs, EQM issued 87,000,000 EQM common units (the Exchange Consideration) to the former EQM general partner. At the effective time of the EQM IDR Merger, (i) the Exchange Consideration held by the former EQM general partner was canceled, (ii) 80,000,000 EQM common units and 7,000,000 Class B units were issued on a pro rata basis to certain affiliates of Equitrans Midstream, and (iii) 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain other affiliates of Equitrans Midstream. As of December 31, 2019 , Equitrans Gathering Holdings, LLC (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH), each a wholly-owned subsidiary of Equitrans Midstream, held 89,505,616 , 89,536 and 27,650,303 EQM common units, respectively. Additionally, Equitrans Gathering Holdings, EQM GP Corp and EMH held 6,153,907 , 6,155 and 839,938 Class B units, respectively. As of December 31, 2019 , Equitrans Midstream owned, directly or indirectly, 117,245,455 EQM common units and 7,000,000 Class B units (collectively representing a 59.9% limited partner interest in EQM, excluding the Series A Preferred Units) and the entire non-economic general partner interest in EQM, while the public owned a 40.1% limited partner interest in EQM. Class B Units As discussed above and in Note 1 , in February 2019, EQM issued 7,000,000 Class B units representing a new class of limited partner interests in EQM as partial consideration for the EQM IDR Transaction. The Class B units are substantially similar in all respects to EQM's common units, except that the Class B units are not entitled to receive distributions of available cash until the applicable Class B unit conversion date (or, if earlier, a change of control). The Class B units are divided into three tranches, with the first tranche of 2,500,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2021, the second tranche of 2,500,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2022, and the third tranche of 2,000,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2023 (each, a Class B unit conversion date). Additionally, the Class B units will become convertible at the holder’s option into EQM common units immediately before a change of control of EQM. After the applicable Class B unit conversion date (or, if earlier, a change of control), whether or not such Class B units have been converted into EQM common units, the Class B units will participate pro rata with the EQM common units in distributions of available cash. The holders of Class B units vote together with the holders of EQM common units as a single class, except that Class B units owned by the general partner of EQM and its affiliates are excluded from voting if EQM common units owned by such parties are excluded from voting. Holders of Class B units are entitled to vote as a separate class on any matter that adversely affects the rights or preferences of the Class B units in relation to other classes of EQM partnership interests in any material respect or as required by law. Series A Preferred Units As discussed in Note 1 , in March 2019, EQM entered into the Preferred Unit Purchase Agreement with certain investors to issue and sell in the Private Placement an aggregate of 24,605,291 Series A Preferred Units representing limited partner interests in EQM for a cash purchase price of $48.77 per Series A Preferred Unit, resulting in total gross proceeds of approximately $1.2 billion . The net proceeds from the Private Placement were used in part to fund the purchase price in the Bolt-on Acquisition and to pay certain fees and expenses related to the Bolt-on Acquisition, and the remainder was used for general partnership purposes. The Private Placement closed concurrently with the closing of the Bolt-on Acquisition on April 10, 2019. The Series A Preferred Units rank senior to all EQM common units and Class B units representing limited partner interests in EQM with respect to distribution rights and rights upon liquidation. The Series A Preferred Units vote on an as-converted basis with the EQM common units and Class B units and have certain other class voting rights with respect to any amendment to EQM's partnership agreement or its certificate of limited partnership that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Series A Preferred Units. The holders of the Series A Preferred Units are entitled to receive cumulative quarterly distributions at a rate of $1.0364 per Series A Preferred Unit for the first twenty distribution periods following the Private Placement, and thereafter the quarterly distributions on the Series A Preferred Units will be an amount per Series A Preferred Unit for such quarter equal to (i) the Series A Preferred Unit purchase price of $48.77 per such unit, multiplied by (ii) a percentage equal to the sum of (A) the greater of (x) the 3-month LIBOR as of the second London banking day prior to the beginning of the applicable quarter and (y) 2.59% , and (B) 6.90% , multiplied by (iii) 25% . EQM will not be entitled to pay any distributions on any junior securities, including any EQM common units, prior to paying the quarterly distributions payable to the holders of Series A Preferred Units, including any previously accrued and unpaid distributions. Each holder of the Series A Preferred Units may elect to convert all or any portion of its Series A Preferred Units into EQM common units initially on a one-for-one basis, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but have not been paid when due and partial period distributions, at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier upon the liquidation, dissolution or winding up of EQM), provided that any conversion is for at least $30 million (calculated based on the closing price of the EQM common units on the trading day preceding notice of conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Series A Preferred Units. EQM may elect to convert all or any portion of the Series A Preferred Units into EQM common units at any time (but not more often than once per quarter) after April 10, 2021 if (i) the common units are listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per common unit on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds $68.28 per such unit for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the common units on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds 500,000 common units for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) EQM has an effective registration statement on file with the SEC covering resales of the common units to be received by such holders upon any such conversion and (v) EQM has paid all accrued quarterly distributions in cash to the holders. In addition, upon certain events involving a change in control, the holders of Series A Preferred Units may elect, among other potential elections, to convert their preferred units into EQM common units at a certain conversion rate. See also Note 19 for a discussion of the EQM Merger along with the treatment of the Series A Preferred Units and Class B units in connection with the EQM Merger. Net Income per Limited Partner Unit Net Income per Limited Partner Unit : Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner common units outstanding during the period. The two-class method uses an earnings allocation method under which earnings per limited partner unit are calculated for each class of common unit and any participating security considering all distributions declared and participation rights in undistributed earnings as if all earnings had been distributed during the period. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units were exercised, settled or converted into EQM common units. EQM uses the if-converted method to compute potential common units from phantom units granted to independent directors and to compute potential common units related to the conversion of Series A Preferred Units and Class B units. Under the if-converted method, dilutive convertible securities are assumed to be converted from the date of the issuance, and the resulting common units are included in the denominator of the diluted net income per unit calculation for the period being presented. Each series of potential common units is evaluated in sequence from the most dilutive to the least dilutive. Distributions declared in the period and undeclared distributions on the cumulative Series A Preferred Units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation. As a result of the EQM IDR Transaction, EQM’s common unitholders are entitled to all distributions until the Class B units are convertible into common units, provided that prior to paying any distributions to EQM's common unitholders, EQM has paid all distributions in respect to the holders of Series A Preferred Units, including any previously accrued and unpaid distributions. Class B unitholders have no rights to distributions until the Class B units are convertible into common units. Accordingly, for all periods prior to the date such Class B units are convertible, the Class B units are not considered participating securities under the two-class method. In addition, the Series A Preferred Units are not considered a participating security as, prior to conversion into common units, they only have distribution rights up to the specified per-unit quarterly distribution and have no rights to EQM’s undistributed earnings prior to conversion of the Series A Preferred Units into EQM common units, as discussed in Note 6 . For the year ended December 31, 2019 , limited partner interest in net income, which excludes the Series A Preferred Units interest in net income, was fully allocated to EQM’s common unitholders. For the year ended December 31, 2018 , net income attributable to EQM was allocated to the general partner and limited partners in accordance with their respective ownership percentages. Any common units issued during the relevant periods are included on a monthly weighted-average basis for the periods in which they were outstanding. The phantom units granted to the independent directors of EQM's general partner will be paid in common units on a director's termination of service on the Board of Directors of EQM's General Partner. As there are no remaining service, performance or market conditions related to these awards, 24,382 , 19,249 and 20,959 phantom unit awards were included in the calculation of basic and diluted weighted average limited partner units outstanding for the years ended December 31, 2019 , 2018 and 2017 , respectively. The following table presents EQM's calculation of net income per limited partner unit for common and Class B limited partner units. Years Ended 2019 2018 (a) 2017 (Thousand) Net income attributable to EQM $ 183,373 $ 668,002 $ 609,626 Less: Series A Preferred Units interest in net income (73,981 ) — — Less: pre-acquisition net income allocated to EQT — (164,242 ) (37,722 ) Less: general partner interest in net income – general partner units — (6,104 ) (10,060 ) Less: general partner interest in net income – IDRs — (255,927 ) (143,531 ) Limited partner interest in net income $ 109,392 $ 241,729 $ 418,313 Net income allocable to common units $ 109,392 $ 241,729 $ 418,313 Net income allocable to Class B units $ — $ — $ — Weighted average limited partner common units outstanding - basic 189,085 99,303 80,603 Weighted average limited partner common units outstanding - diluted (b) 196,085 99,303 80,603 Net income per limited partner common unit - basic $ 0.58 $ 2.43 $ 5.19 Net income per limited partner common unit - diluted $ 0.56 $ 2.43 $ 5.19 (a) Net income attributable to the Drop-Down Transaction and the EQM-RMP Merger for the periods prior to May 1, 2018 and July 23, 2018, respectively, was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the EQM unitholders. (b) For the year ended December 31, 2019 , 7,000,000 Class B units were included in the calculation of diluted weighted average limited partner units outstanding based upon the application of the if-converted method. The effect of the 24,605,291 Series A Preferred Units was anti-dilutive. |
Regulatory Assets and Liabiliti
Regulatory Assets and Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Assets and Liabilities | Regulatory Assets and Liabilities Regulatory assets and regulatory liabilities are recoverable or reimbursable over various periods and do not earn a return on investment. EQM believes that Equitrans, L.P. will continue to be subject to rate regulation that will provide for the recovery or reimbursement of its regulatory assets and regulatory liabilities. Regulatory assets and regulatory liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. As of December 31, 2019 2018 (Thousands) Regulatory assets: Deferred taxes (a) $ 11,387 $ 12,232 Other recoverable costs (b) 4,550 4,312 Total regulatory assets $ 15,937 $ 16,544 Regulatory liabilities: Deferred taxes (a) $ 9,750 $ 10,119 On-going post-retirement benefits other than pensions (c) 11,225 10,132 Other reimbursable costs 1,076 1,082 Total regulatory liabilities $ 22,051 $ 21,333 (a) The regulatory asset for deferred taxes primarily related to deferred income taxes recoverable through future rates on a historical deferred tax position and the equity component of AFUDC. The regulatory liability for deferred taxes relates to a revaluation of the historical difference between the regulatory and tax bases of regulated property, plant and equipment. EQM expects to recover the amortization of the deferred tax positions ratably over the corresponding life of the underlying assets that created the differences. Taxes on the equity component of AFUDC and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate. (b) Regulatory assets associated with other recoverable costs primarily related to the recoverable settlement charges associated with the termination of the EQT Corporation Retirement Plan for Employees (the EQT Retirement Plan), a defined benefit pension plan previously sponsored by EQT, effective December 31, 2014. In March 2016, the IRS issued a favorable determination letter for the termination of the EQT Retirement Plan. In the third quarter of 2016, EQM reimbursed EQT approximately $5.2 million for its proportionate share of such funding related to retirees of Equitrans. The settlement charge is recoverable in FERC approved rates and thus was recorded as a regulatory asset and is amortized for rate recovery purposes over a period of 16 years . (c) EQM defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | Concentrations of Credit Risk For the years ended December 31, 2019 , 2018 and 2017 , EQT accounted for approximately 69% , 74% and 74% , respectively, of EQM's total revenues across all of its operating segments. As of December 31, 2019 , EQT's public debt had an investment grade rating with Moody's, S&P and Fitch. On January 13, 2020, Moody's downgraded EQT's senior unsecured rating to Ba1, with a negative outlook, from Baa3 with a negative outlook. On February 3, 2020, S&P downgraded EQT's senior unsecured rating to BB+ with a negative outlook, from BBB- with a negative outlook. Further, on February 14, 2020, Fitch downgraded EQT's senior unsecured rating to BB with a negative outlook, from BBB- with a negative outlook. For the years ended December 31, 2019 , 2018 and 2017 , PNG Companies LLC and its affiliates accounted for approximately 7% , 7% and 11% , respectively, of EQM's total revenues. As of December 31, 2019 and 2018 , approximately 31% of the accounts receivable balances represented amounts due from marketers excluding EQT for each respective period. To manage the credit risk related to transactions with marketers, EQM engages with only those that meet specified criteria for credit and liquidity strength and actively monitors accounts with marketers. In connection with its assessment of marketer credit and liquidity strength, EQM may request a letter of credit, guarantee, performance bond or other credit enhancement. EQM did not experience significant defaults on accounts receivable during the years ended December 31, 2019 , 2018 and 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against EQM and its subsidiaries. While the amounts claimed may be substantial, EQM is unable to predict with certainty the ultimate outcome of such claims and proceedings. EQM accrues legal and other direct costs related to loss contingencies when incurred. EQM establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering available insurance, EQM believes that the ultimate outcome of any matter currently pending against EQM will not materially affect its business, financial condition, results of operations, liquidity or ability to make quarterly cash distributions to EQM unitholders, including Equitrans Midstream. EQM is subject to federal, state and local environmental laws and regulations. These laws and regulations, which are constantly changing, can require expenditures for remediation and, in certain instances, can result in assessment of fines. EQM has established procedures for the ongoing evaluation of its operations to identify potential environmental exposures and to ensure compliance with regulatory requirements. The estimated costs associated with identified situations requiring remedial action are accrued; however, when recoverable through future regulated rates, certain of these costs are deferred as regulatory assets. Ongoing expenditures for compliance with environmental laws and regulations, including investments in facilities to meet environmental requirements, have not been material. Management believes that any such required expenditures will not be significantly different in either nature or amount in the future and does not know of any environmental liabilities that will have a material effect on EQM's business, financial condition, results of operations, liquidity or ability to make quarterly cash distributions to EQM's unitholders. EQM has identified situations that require remedial action for which approximately $0.6 million and $2.1 million is included in other liabilities and credits in the consolidated balance sheets as of December 31, 2019 and 2018 , respectively. Purchase obligations represent agreements to purchase goods or services that are enforceable, legally binding and specify all significant terms, including the approximate timing of the transaction. As of December 31, 2019 , EQM had approximately $24.1 million of purchase obligations, which included commitments for capital expenditures, operating expenses and service contracts. For information related to operating lease rental payments for office locations, warehouse buildings and compressors for the year ended December 31, 2019, see Note 5 . See Note 9 for discussion of the MVP Joint Venture guarantees and Letters of Credit. See Note 19 for a description of the EQT Global GGA and the Credit Letter Agreement. |
Post-retirement Benefit Plans
Post-retirement Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Post-retirement Benefit Plans | Post-retirement Benefit Plans Prior to the Separation, employees of EQT operated EQM's assets. EQT charged EQM for the payroll and benefit costs associated with these individuals and for retirees of Equitrans, the owner of EQM's FERC-regulated transmission, storage and gathering systems. Post-Separation, employees of Equitrans Midstream operate EQM's assets. Equitrans Midstream charges EQM for the payroll and benefit costs associated with these individuals and for the retirees of Equitrans. Equitrans Midstream carries obligations for employee-related benefits in its financial statements. In the Predecessor period, EQM contributed to a defined contribution plan sponsored by EQT. The contribution amount was equal to a percentage of allocated base salary and EQM was charged its contribution percentage through the EQT payroll and benefit costs discussed in Note 8 . In the Successor period, Equitrans Midstream is the plan sponsor to EQM's defined contribution plan. EQM recognizes expenses for ongoing post-retirement benefits other than pensions, which are subject to recovery in FERC-approved rates. Expenses recognized by EQM for ongoing post-retirement benefits other than pensions were approximately $1.2 million for each year ended December 2019, 2018 and 2017. |
Interim Financial Information (
Interim Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information (Unaudited) | Interim Financial Information (Unaudited) The following quarterly summary of operating results for the years ended December 31, 2019 and 2018 reflects variations due to the timing of acquisitions and divestitures (as discussed in Note 2 ), impairments of long-lived assets (as discussed in Note 3 ) and the seasonal nature of the transmission and storage business. Three Months Ended March 31 June 30 (c) September 30 (c) December 31 (c) (Thousands, except per unit amounts) 2019 Operating revenues $ 389,782 $ 406,167 $ 408,434 $ 425,859 Operating income (loss) 268,014 167,447 (31,077 ) (200,198 ) Net income (loss) 251,931 156,471 (40,215 ) (206,105 ) Net income (loss) attributable to EQM $ 251,931 $ 152,438 $ (10,518 ) $ (210,478 ) Net income (loss) per limited partner common unit: (a) Basic $ 1.63 $ 0.65 $ (0.18 ) $ (1.18 ) Diluted $ 1.56 $ 0.62 $ (0.18 ) $ (1.18 ) 2018 (b) Operating revenues $ 371,026 $ 374,697 $ 364,584 $ 384,791 Operating income (loss) 265,798 245,868 233,500 (18,513 ) Net income (loss) 262,843 234,685 209,927 (36,107 ) Net income (loss) attributable to EQM $ 260,350 $ 233,832 $ 209,927 $ (36,107 ) Net income (loss) per limited partner unit: (a) Basic and diluted $ 1.61 $ 1.09 $ 1.14 $ (0.89 ) (a) Quarterly net income (loss) per limited partner unit amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding and changes in outstanding units. (b) As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. (c) See Note 3 for disclosure regarding impairments of long-lived assets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Agreement and Plan of Merger On February 26, 2020, EQM, Equitrans Midstream, EQM LP Corporation, a Delaware corporation and a wholly-owned subsidiary of Equitrans Midstream (EQM LP), LS Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of EQM LP (Merger Sub) and the EQM General Partner, entered into an Agreement and Plan of Merger (the EQM Merger Agreement), pursuant to which Merger Sub, will merge with and into EQM (the EQM Merger), with EQM continuing and surviving as an indirect, wholly owned subsidiary of Equitrans Midstream following the EQM Merger. Following the EQM Merger, EQM will no longer be a publicly traded entity. Under the terms of the EQM Merger Agreement, and subject to the satisfaction or waiver of certain conditions therein, at the effective time of the EQM Merger (the Effective Time), (i) each outstanding EQM common unit (each, an EQM Common Unit) other than EQM Common Units owned by Equitrans Midstream and its subsidiaries (each, a Public Common Unit), will be converted into the right to receive, subject to adjustment as described in the EQM Merger Agreement, 2.44 shares of Equitrans Midstream common stock, no par value (Equitrans Midstream common stock) (the Merger Consideration); (ii) (x) $600 million of the Series A Perpetual Convertible Preferred Units (each, a Series A Preferred Unit) issued and outstanding immediately prior to the Effective Time will be redeemed by EQM, and (y) the remaining portion of the Series A Preferred Units issued and outstanding immediately prior to the Effective Time will be exchanged for shares of a newly authorized and created series of preferred stock, without par value, of Equitrans Midstream, convertible into Equitrans Midstream common stock (the Equitrans Midstream Preferred Shares); and (iii) each outstanding phantom unit relating to an EQM Common Unit issued pursuant to the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019 (the EQM LTIP), and any other award issued pursuant to the EQM LTIP, whether vested or unvested, will be converted into the right to receive, with respect to each EQM Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights), less applicable tax withholding. The interests in EQM owned by Equitrans Midstream and its subsidiaries (including the Class B units) will remain outstanding as limited partner interests in the surviving entity. The EQM General Partner will continue to own the non-economic general partner interest in the surviving entity. EQM has agreed to, and the EQM General Partner will use its reasonable best efforts to cause EQM to, cease and cause to be terminated any discussions or negotiations with any person conducted heretofore with respect to a competing acquisition proposal, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative business combinations, subject to certain exceptions with respect to unsolicited proposals received by EQM. In addition, EQM has agreed to call a special meeting of the holders of EQM Common Units (the EQM Special Meeting) to approve the EQM Merger Agreement. The EQM Conflicts Committee may, subject to certain conditions, change its recommendation in favor of approval of the EQM Merger Agreement and the EQM Merger if, in connection with receipt of a superior proposal or the occurrence of a Partnership Changed Circumstance (as defined in the EQM Merger Agreement), it determines in good faith that failure to take such action would constitute a breach of, or otherwise be inconsistent with, its duties under applicable law, as modified by the Partnership Agreement. However, even if the EQM Conflicts Committee changes its recommendation, the EQM Merger Agreement and the EQM Merger require EQM to submit the EQM Merger Agreement for approval by the limited partners of EQM. The EQM Merger Agreement contains representations and warranties from the parties and indemnification obligations, and each party has agreed to certain covenants, including, among others, covenants relating to, among others, (i) the conduct of business during the interim period between the execution of the EQM Merger Agreement and the Effective Time and (ii) the obligation to use reasonable best efforts to cause the EQM Merger to be consummated. Completion of the EQM Merger is conditioned upon, among others: (i) approval (the Partnership Approval) of the EQM Merger Agreement and the EQM Merger by holders of a majority of the outstanding EQM Common Units, Class B units, and Series A Preferred Units, with such Series A Preferred Units treated as EQM Common Units on an as-converted basis, voting together as a single class; (ii) approval (the Equitrans Midstream Shareholder Approval) of the Equitrans Midstream Stock Issuance by a majority of votes cast at a special meeting of holders of shares of Equitrans Midstream common stock (the Equitrans Midstream Special Meeting); (iii) there being no law or injunction prohibiting consummation of the transactions contemplated under the EQM Merger Agreement; (iv) the effectiveness of a registration statement on Form S-4, and no stop order suspending the effectiveness of such registration statement, relating to the issuance of shares of Equitrans Midstream common stock pursuant to the EQM Merger Agreement; (v) approval for listing on the New York Stock Exchange of the shares of Equitrans Midstream common stock issuable pursuant to the EQM Merger Agreement; (vi) subject to specified materiality standards, the accuracy of certain representations and warranties of each party; (vii) the delivery of a tax opinion to Equitrans Midstream in form and substance approved by EQT Corporation, a Pennsylvania corporation (EQT), satisfying the requirements of an unqualified tax opinion (as defined in the Tax Matters Agreement, dated November 12, 2018, between EQT and Equitrans Midstream) with respect to the transactions contemplated by the EQM Merger Agreement; (viii) compliance with, or waiver, if permissible, by the respective parties in all material respects with their respective covenants; and (ix) closing of the Restructuring (as defined below). The EQM Merger Agreement contains provisions granting each of Equitrans Midstream and EQM the right to terminate the EQM Merger Agreement for certain reasons, including, among others, (i) by the mutual written consent of Equitrans Midstream and EQM; (ii) if the EQM Merger has not been consummated on or before August 26, 2020; (iii) if any law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority shall be in effect, and has become final and nonappealable, enjoining, restraining, preventing or prohibiting the consummation of the Transactions or making the consummation of the Transactions illegal; (iv) if the EQM Special Meeting shall have concluded and the Partnership Approval shall not have been obtained; (v) if the Equitrans Midstream Special Meeting shall have concluded and the Equitrans Midstream Shareholder Approval shall not have been obtained; or (vi) if a Partnership Adverse Recommendation Change (as defined in the EQM Merger Agreement) shall have occurred prior to receipt of the Partnership Approval (as defined the EQM Merger Agreement) (provided that the Partnership may only terminate as a result of Partnership Changed Circumstances (as defined in the EQM Merger Agreement)). The EQM Merger Agreement contains provisions granting Equitrans Midstream the right to terminate the EQM Merger Agreement for certain reasons, including, (a) a Partnership Adverse Recommendation Change (as defined in the EQM Merger Agreement) shall have occurred, prior to receipt of Partnership Approval, (b) if EQM or the EQM General Partner shall have breached or failed to perform its representations, warranties, covenants or agreements set forth in the EQM Merger Agreement, which breach or failure (x) would give rise to a failure of certain of the conditions to Equitrans Midstream’s obligations to consummate the Transactions under the EQM Merger Agreement and (y) is incapable of being cured or is not cured within the earlier of 30 days of written notice of such breach or failure by Equitrans Midstream, provided Equitrans Midstream shall not have the right to terminate if Equitrans Midstream, EQM LP or Merger Sub are in material breach of any of their representations, warranties, covenants or agreements contained in the EQM Merger Agreement, or (c) prior to receipt of Partnership Approval, EQM is in Willful Breach (as defined in the EQM Merger Agreement) of its obligations set forth under the non-solicitation provisions of the EQM Merger Agreement; provided Equitrans Midstream shall not have the right to terminate if Equitrans Midstream, EQM LP or Merger Sub are in material breach of any of its representations, warranties, covenants or agreements contained in the EQM Merger Agreement. The EQM Merger Agreement contains provisions granting EQM the right to terminate the EQM Merger Agreement if (a) Equitrans Midstream has breached or failed to perform its representations, warranties, covenants or agreements set forth in the EQM Merger Agreement, which breach or failure (1) would give rise to a failure of certain of the conditions to EQM’s obligations to consummate the Transactions under the EQM Merger Agreement and (2) is incapable of being cured or is not cured within the earlier of 30 days of written notice of such breach or failure by EQM, provided EQM shall not have the right to terminate if EQM or the EQM General Partner is in material breach of any of its representations, warranties, covenants or agreements contained in the EQM Merger Agreement or (b) prior to receipt of the Partnership Approval (as defined in the EQM Merger Agreement), in order to enter into an agreement providing for a Superior Proposal (as defined in the EQM Merger Agreement). Upon termination of the EQM Merger Agreement under certain circumstances, EQM will be obligated to (i) pay Equitrans Midstream a termination fee equal to $36.5 million and/or (ii) reimburse Equitrans Midstream for its expenses in an amount not to exceed $10 million . The EQM Merger Agreement also provides that upon termination of the EQM Merger Agreement under certain circumstances, Equitrans Midstream will be obligated to reimburse EQM for its expenses in an amount not to exceed $10 million . EQT Global GGA On February 26, 2020 (the EQT Global GGA Effective Date), a subsidiary of EQM, entered into a Gas Gathering and Compression Agreement (the EQT Global GGA) with EQT and certain affiliates of EQT for the provision by EQM of gas gathering services to EQT in the Marcellus and Utica Shales of Pennsylvania and West Virginia. Effective as of the EQT Global GGA Effective Date, EQT will be subject to an initial annual minimum volume commitment of 3.0 Bcf per day. The EQT Global GGA runs from the EQT Global GGA Effective Date through December 31, 2035, and will renew year to year thereafter unless terminated by EQT or EQM. Pursuant to the EQT Global GGA, EQM will have certain obligations to build additional connections to connect additional EQT wells to its gathering system, which are subject to geographical limitations in relation to the dedicated area in Pennsylvania and West Virginia, as well as the distance to EQM's then-existing gathering system. In addition to the fees related to gathering services, the EQT Global GGA provides for potential cash bonus payments payable by EQT to EQM during the period beginning on the in-service date of the MVP until the earlier of (i) 36 months following the in-service date of the MVP or (ii) December 31, 2024. The potential cash bonus payments are conditioned upon the quarterly average of the NYMEX Henry Hub Natural Gas Spot Price exceeding certain price thresholds. Following the MVP in-service date, the gathering fees payable by EQT to EQM (or its affiliates) set forth in the EQT Global GGA are subject to potential reductions for certain contract years set forth in the EQT Global GGA, conditioned upon the in-service date of the MVP, which provide for estimated aggregate fee relief of $270 million in the first year after the in-service date of the MVP, $230 million in the second year after the in-service date of the MVP, and $35 million in the third year after the in-service date of the MVP. In addition, if the MVP in-service date has not occurred by January 1, 2022, EQT has an option, exercisable for a period of twelve months, to forgo $145 million of the gathering fee relief in the first year after the MVP in-service date and $90 million of the gathering fee relief in the second year after the MVP in-service date in exchange for a cash payment from EQM to EQT in the amount of approximately $196 million . Credit Letter Agreement On February 26, 2020, EQM and EQT entered into a letter agreement (the Credit Letter Agreement) pursuant to which, among other things, (a) EQM agreed to relieve certain credit posting requirements for EQT, in an amount up to approximately $250 million , under its commercial agreements with EQM, subject to EQT maintaining a minimum credit rating from two of three rating agencies of (i) Ba3 with Moody’s, (ii) BB- with S&P and (iii) BB- with Fitch and (b) EQM agreed to use commercially reasonable good faith efforts to negotiate similar credit support arrangements for EQT in respect of its commitments to the MVP Joint Venture. Water Services Letter Agreement On February 26, 2020, EQM entered into a letter agreement with EQT, pursuant to which EQT agreed to utilize EQM for the provision of water services under one or more water services agreements (the Water Services Letter Agreement). The Water Services Letter Agreement is effective as of the first day of the first month following the MVP in-service date and shall expire on the fifth anniversary of such date. During each year of the Water Services Letter Agreement, EQT agreed that fees incurred to EQM for services pursuant to the Water Services Letter Agreement shall be equal to or greater than $60 million per year. Intercompany Loan Agreement Equitrans Midstream intends to enter into a senior unsecured term loan agreement (the Intercompany Loan Agreement) by and among EQM, as lender, and Equitrans Midstream, as borrower, pursuant to which Equitrans Midstream will borrow the stated principal amount of $650 million (the Intercompany Loan) from EQM. The Intercompany Loan Agreement is expected to close in early March 2020 and has an anticipated maturity date in March 2023. It is anticipated that EQM will have the option to accelerate the maturity of the Intercompany Loan upon Equitrans Midstream’s failure to pay interest and other obligations as they become due (subject to certain specified grace periods) and upon other customary events of default. It is anticipated that interest on the Intercompany Loan thereunder will accrue and will be payable semi-annually in arrears starting in September 2020 at an interest rate of 7.0% per annum, subject to an additional 2.0% per annum during the occurrence and continuance of certain events of default. The Intercompany Loan Agreement is expected to contain certain customary representations and covenants, including a limitation on indebtedness, subject to certain exceptions to be enumerated therein. Equitrans Midstream is expected to have the option to prepay the Intercompany Loan in whole or in part at any time without premium or penalty, but will not be able to reborrow any Intercompany Loan prepaid. EQM expects to borrow under its $3 Billion Facility (as defined in Note 12) in order to source funds for making the loan to Equitrans Midstream in connection with the Intercompany Loan Agreement. Preferred Restructuring Agreement On February 26, 2020, Equitrans Midstream and EQM entered into a Preferred Restructuring Agreement (the Restructuring Agreement) with all of the holders of Series A Preferred Units (collectively, the Investors), pursuant to which (i) EQM will redeem $600 million of the Investor’s Series A Preferred Units issued and outstanding immediately prior to the effective time of the Restructuring Agreement and (ii) the remaining portion of the Series A Preferred Units issued and outstanding immediately prior to the effective time of the Restructuring Agreement will be exchanged for Equitrans Midstream Preferred Shares on a one for one basis (the Equitrans Midstream Private Placement), in each case, in connection with the occurrence of the “Series A Change of Control” (as defined in the Partnership Agreement) that will occur upon the closing of the EQM Merger (the Restructuring). The Equitrans Midstream Preferred Shares to be issued in the Equitrans Midstream Private Placement have not been registered under the Securities Act of 1933, as amended (the Securities Act), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Restructuring is expected to close substantially concurrent with the closing of the EQM Merger (the Restructuring Closing), subject to the delivery of certain closing deliverables and certain closing conditions, including, among others: (i) the continued accuracy of the representations and warranties contained in the Restructuring Agreement; (ii) the performance by each party of its respective obligations under the Restructuring Agreement; (iii) the absence of any suit, action or proceeding by any governmental authority restraining, precluding, enjoining or prohibiting the Restructuring; (iv) the closing of the EQM Merger either prior to or concurrently with the Restructuring Closing; and (v) the execution of certain agreements and delivery of certain documents related to the Restructuring, including the certificate of designations to be filed by Equitrans Midstream with the Pennsylvania Department of State at the Restructuring Closing (the Certificate of Designations) and a registration rights agreement to be entered into by and among Equitrans Midstream and the Investors (the Registration Rights Agreement), each in substantially the form attached as an exhibit to the Restructuring Agreement. Pursuant to the Restructuring Agreement, in connection with the Restructuring Closing, Equitrans Midstream will file the Certificate of Designations with the Pennsylvania Department of State in substantially the form attached as an exhibit to the Restructuring Agreement to, among other things, authorize and establish the designations, rights and preferences of the Equitrans Midstream Preferred Shares. The Equitrans Midstream Preferred Shares are a new class of security that will rank pari passu with any other outstanding class or series of preferred stock of Equitrans Midstream and senior to Equitrans Midstream common stock with respect to dividend rights and rights upon liquidation. The Equitrans Midstream Preferred Shares will vote on an as-converted basis with the Equitrans Midstream common stock and will have certain other class voting rights with respect to any amendment to the Certificate of Designations or Equitrans Midstream’s articles of incorporation that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Equitrans Midstream Preferred Shares. The holders of the Equitrans Midstream Preferred Shares will receive cumulative quarterly dividends at a rate per annum of 9.75% for each quarter ending on or before March 31, 2024, and thereafter the quarterly dividends at a rate per annum equal to the sum of (i) three-month LIBOR as of a LIBOR Determination Date (as defined in the Certificate of Designation) in respect of the applicable quarter and (ii) 8.15% ; provided that the rate per annum shall not be less than 10.50% . Equitrans Midstream will not be entitled to pay any dividends on any junior securities, including any of the Equitrans Midstream common stock, prior to paying the quarterly dividends payable to the Equitrans Midstream Preferred Shares, including any previously accrued and unpaid dividends. Each holder of the Equitrans Midstream Preferred Shares may elect to convert all or any portion of the Equitrans Midstream Preferred Shares owned by it into Equitrans Midstream common stock initially on a one-for-one basis, subject to certain anti-dilution adjustments and an adjustment for any dividends that have accrued but not been paid when due and partial period dividends (referred to as the “conversion rate”), at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier liquidation, dissolution or winding up of Equitrans Midstream), provided that any conversion is for at least $20 million (calculated based on the closing price of the Equitrans Midstream Preferred Shares on the trading day preceding notice of the conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Equitrans Midstream Preferred Shares. Equitrans Midstream may elect to convert all or any portion of the Equitrans Midstream Preferred Shares for Equitrans Midstream common stock at any time (but not more often than once per quarter) after April 10, 2021 if (i) the Equitrans Midstream common stock is listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per share of Equitrans Midstream common stock on the national securities exchange on which such shares are listed for, or admitted to, trading exceeds 140% of the price at which the Equitrans Midstream Preferred Shares were issued (the Equitrans Midstream Preferred Shares Issue Price) for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the Equitrans Midstream common stock on the national securities exchange on which the Equitrans Midstream common stock is listed for, or admitted to, trading exceeds 1,000,000 shares of Equitrans Midstream common stock for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) Equitrans Midstream has an effective registration statement on file with the Securities and Exchange Commission covering resales of the shares of Equitrans Midstream common stock to be received by such holders upon any such conversion and (v) Equitrans Midstream has paid all accrued quarterly dividends in cash to the holders. Upon certain events involving a Change of Control (as defined in the Certificate of Designations) in which more than 90% of the consideration payable to the holders of the Equitrans Midstream common stock is payable in cash, the Equitrans Midstream Preferred Shares will automatically convert into Equitrans Midstream common stock at a conversion ratio equal to the Equitrans Midstream Preferred Shares Issue Price multiplied by 110% plus any unpaid dividends on such date and any partial period dividend with respect to the Equitrans Midstream Preferred Shares for the quarter in which the conversion occurs, divided by (ii) the Equitrans Midstream Preferred Shares Issue Price. In connection with other Change of Control events that do not satisfy the 90% cash consideration threshold described above, in addition to certain other conditions, each holder of Equitrans Midstream Preferred Shares may elect to (a) convert all, but not less than all, of its Equitrans Midstream Preferred Shares into Equitrans Midstream common stock at the then applicable conversion rate, (b) if Equitrans Midstream is not the surviving entity (or if Equitrans Midstream is the surviving entity, but the Equitrans Midstream common stock will cease to be listed), require Equitrans Midstream to use commercially reasonable efforts to cause the surviving entity in any such transaction to issue a substantially equivalent security (or if Equitrans Midstream is unable to cause such substantially equivalent securities to be issued, to convert into shares of Equitrans Midstream common stock at a premium of 110% of the Equitrans Midstream Preferred Shares Issue Price), (c) if Equitrans Midstream is the surviving entity, continue to hold the Equitrans Midstream Preferred Shares or (d) require Equitrans Midstream to redeem the Equitrans Midstream Preferred Shares at a price per share equal to 101% of the Equitrans Midstream Preferred Shares Issue Price, plus accrued and unpaid dividends on the applicable Equitrans Midstream Preferred Shares and any partial period dividends for the quarter in which the redemption occurs, which redemption price may be payable in cash, Equitrans Midstream common stock or a combination thereof at the election of the Board (and, if payable in Equitrans Midstream common stock, such Equitrans Midstream common stock will be issued at 95% of the VWAP of the Equitrans Midstream common stock for the 20-day period ending on the fifth trading day immediately preceding the consummation of the Change of Control). Any holder of Equitrans Midstream Preferred Shares that requires Equitrans Midstream to redeem its Equitrans Midstream Preferred Shares pursuant to clause (d) above will have the right to withdraw such election with respect to all, but not less than all, of its Equitrans Midstream Preferred Shares at any time prior to the fifth trading day immediately preceding the consummation of the Change of Control and instead elect to be treated in accordance with any of clauses (a), (b) or (c) above. At any time on or after January 1, 2024, Equitrans Midstream will have the right to redeem Equitrans Midstream Preferred Shares, in whole or in part, by paying cash for each Equitrans Midstream Preferred Share to be redeemed in an amount equal to the greater of (a) the sum of (i) (1) the Equitrans Midstream Preferred Shares Issue Price multiplied by (2) 110% , plus (ii) any unpaid dividends on such date and any partial period dividend with respect to the Equitrans Midstream Preferred Shares for the quarter in which the conversion occurs and (b) the amount the holder of such Equitrans Midstream Preferred Share would receive if such holder had converted such Equitrans Midstream Preferred Share into shares of Equitrans Midstream common stock at the applicable conversion ratio and Equitrans Midstream liquidated immediately thereafter. Pursuant to the terms of the Restructuring Agreement, in connection with the Restructuring Closing, Equitrans Midstream has agreed to enter into the Registration Rights Agreement pursuant to which, among other things, Equitrans Midstream will give the Investors certain rights to require Equitrans Midstream to file and maintain one or more registration statements with respect to the resale of the Equitrans Midstream Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the Equitrans Midstream Preferred Shares, and to require Equitrans Midstream to initiate underwritten offerings for the Equitrans Midstream Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the Equitrans Midstream Preferred Shares. Amendment to Agreement of Limited Partnership On February 26, 2020, the board of directors of the EQM General Partner approved and adopted the Second Amendment (the Amendment) to the Partnership Agreement to allow EQM to lend funds to Equitrans Midstream on terms and conditions approved by the EQM General Partner. The Amendment permits EQM to (i) assume the Rate Relief Note (as defined below) and (ii) enter into the Intercompany Loan . Share Purchase Agreements On February 26, 2020, Equitrans Midstream entered into two share purchase agreements (the Share Purchase Agreements) with EQT, pursuant to which (i) Equitrans Midstream will purchase 4,769,496 shares of Equitrans Midstream common stock (the Cash Shares) from EQT in exchange for approximately $46 million in cash, (ii) Equitrans Midstream will purchase 20,530,256 shares of Equitrans Midstream common stock (the Rate Relief Shares and, together with the Cash Shares, the Share Purchases) from EQT in exchange for a promissory note (the Rate Relief Note) representing approximately $196 million in aggregate principal amount, and (iii) Equitrans Midstream will pay to EQT cash in the amount of approximately $7 million . At the Share Purchase Closing (as defined below), EQT will assign the Rate Relief Note to EQM as consideration for certain commercial terms, including potential reductions in the gathering fees, contemplated in the EQT Global GGA. The Share Purchase Agreements contain certain representations, warranties, covenants and conditions to closing. The transactions contemplated by the Share Purchase Agreements are expected to close in early March 2020 (the Share Purchase Closing). At the Share Purchase Closing, Equitrans Midstream intends to use borrowings under the Intercompany Loan to fund the purchase of the Cash Shares contemplated by the Share Purchase Agreements. Additionally, at the Share Purchase Closing, Equitrans Midstream will issue the Rate Relief Note to EQT in exchange for the Rate Relief Shares, and EQT will immediately thereafter assign the Rate Relief Note to EQM. The interest rate for the Rate Relief Note will be fixed at 7.0% per annum and interest payments will be due semi-annually in arrears commencing on the earlier of (i) March 31, 2022 and (ii) the MVP in-service date. The Rate Relief Note will mature on February 29, 2024. The holder of the Rate Relief Note will be able to accelerate amounts payable under the Rate Relief Note upon Equitrans Midstream’s failure to pay debts as they become due and other customary events of default. Equitrans Midstream will be able to prepay the Rate Relief Note in whole or in part at any time without premium or penalty. On February 27, 2020, EQM announced its intention to reduce its quarterly distribution from $1.16 per unit to $0.3875 per unit, a decrease of approximately 67% |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Nature of Business | Organization EQM Midstream Partners, LP and subsidiaries (collectively, EQM) is a growth-oriented Delaware limited partnership formed by EQT in January 2012. Prior to the completion of the EQM IDR Transaction (defined below), EQM Midstream Services, LLC was the general partner of EQM (the former EQM general partner). Following the consummation of the EQM IDR Transaction, EQGP Services, LLC, a wholly-owned indirect subsidiary of Equitrans Midstream, became the general partner of EQM (the EQM General Partner). References in these consolidated financial statements to Equitrans Midstream refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries, as applicable. On February 21, 2018, EQT announced its plan to separate its midstream business, which was composed of the separately-operated natural gas gathering, transmission and storage and water services of EQT (collectively, the Midstream Business), from its upstream business, which was composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of EQT (the Separation). On November 12, 2018, the Separation was effected through a series of transactions that culminated in EQT's contribution of the Midstream Business to Equitrans Midstream. See Note 6 for further information on the Separation. On February 22, 2019, Equitrans Midstream completed a simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019 (the IDR Merger Agreement), by and among Equitrans Midstream and certain related parties, pursuant to which, among other things, (i) Equitrans Merger Sub, LP, a party to the IDR Merger Agreement, merged with and into EQGP Holdings, LP (EQGP, and such merger, the Merger), with EQGP continuing as the surviving limited partnership and a wholly-owned subsidiary of EQM following the Merger, and (ii) each of (a) the incentive distribution rights (IDRs) in EQM, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding EQGP common units representing limited partner interests in EQGP were canceled, and, as consideration for such cancellation, certain affiliates of Equitrans Midstream received on a pro rata basis 80,000,000 newly-issued EQM common units and 7,000,000 newly-issued Class B units (Class B units), both representing limited partner interests in EQM, and the EQM General Partner retained the non-economic general partner interest in EQM (the EQM IDR Transaction). Additionally, as part of the EQM IDR Transaction, the 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain affiliates of Equitrans Midstream. See Note 6 for further information on the EQM IDR Transaction and Class B units. The EQM IDR Transaction constituted an exchange of equity interests between entities under common control and not a transfer of a business. Therefore, the exchange resulted in a reclassification, as of February 22, 2019, of a $43.8 million deficit capital balance from the general partner line item to the common and Class B unit line items in EQM's consolidated balance sheets based on the respective limited partner ownership interests. The reclassification represented an allocation of the carrying value of the exchanged general partner interest. Prior to the EQM IDR Transaction, when distributions related to the general partner interest and IDRs were made, earnings equal to the amount of distributions were allocated to the general partner before the remaining earnings were allocated to the limited partner unitholders based on their respective ownership percentages. Subsequent to the EQM IDR Transaction, no earnings are allocated to the general partner. The allocation of net income attributable to EQM for purposes of calculating net income per limited partner unit is described in Note 13 . On March 13, 2019, EQM entered into a Convertible Preferred Unit Purchase Agreement (inclusive of certain Joinder Agreements entered into on March 18, 2019, the Preferred Unit Purchase Agreement) with certain investors to issue and sell in a private placement (the Private Placement) an aggregate of 24,605,291 Series A Perpetual Convertible Preferred Units (Series A Preferred Units) representing limited partner interests in EQM for a cash purchase price of $48.77 per Series A Preferred Unit, resulting in total gross proceeds of approximately $1.2 billion . The net proceeds from the Private Placement were used in part to fund the purchase price in the Bolt-on Acquisition (defined in Note 2 ) and to pay certain fees and expenses related to the Bolt-on Acquisition, and the remainder was used for general partnership purposes. The Private Placement closed concurrently with the closing of the Bolt-on Acquisition on April 10, 2019. See Notes 2 and 6 for further information on the Bolt-on Acquisition and the Series A Preferred Units. Following the EQM IDR Transaction and the closing of the Private Placement, and as of December 31, 2019 , Equitrans Midstream held a 59.9% limited partner interest (excluding the Series A Preferred Units) and the non-economic general partner interest in EQM. See Note 6 for further information on the EQM IDR Transaction and Private Placement. See also Note 19 for a discussion of the EQM Merger. Basis of Presentation EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions represented business combinations between entities under common control. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of EQT's acquisition of Rice Energy Inc. (Rice) (the Rice Merger). EQM recorded the assets and liabilities acquired in the Drop-Down Transaction and the EQM-RMP Merger at their carrying amounts to EQT on the effective dates of the transactions. The consolidated financial statements are not necessarily indicative of the actual results of operations if EQM and the assets acquired in the Drop-Down Transaction and the EQM-RMP Merger had been operated together during the pre-acquisition periods. Following the completion of the Bolt-on Acquisition, EQM evaluated Eureka Midstream for consolidation and determined that Eureka Midstream does not meet the criteria for variable interest entity classification due to its ability to independently finance its operations through the Eureka Credit Facility (as defined in Note 12 ), as well as the members having proportional voting rights through their equity investments. As such, as of December 31, 2019 , EQM consolidates Eureka Midstream using the voting interest model, recording noncontrolling interest related to the third-party ownership interests in Eureka Midstream. EQM and its subsidiaries, including Eureka Midstream, do not have any employees. Operational, management and other services for EQM and its subsidiaries are provided by the directors and officers of the EQM General Partner and employees of Equitrans Midstream. Nature of Business EQM is a growth-oriented limited partnership that operates, acquires and develops midstream assets in the Appalachian Basin. EQM provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which delivers natural gas from wells and other receipt points to transmission pipelines; the transmission and storage system, which delivers natural gas to local demand users and interstate pipelines for access to demand markets; and the water service system, which consists of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities that support well completion activities and collect flowback and produced water for recycling or disposal. As of December 31, 2019 , EQM's gathering system, inclusive of Eureka Midstream Holdings, LLC’s (Eureka Midstream) gathering system, included approximately 990 miles of high-pressure gathering lines with total contracted firm reservation capacity of approximately 4.4 billion cubic feet ( Bcf ) per day, which included contracted firm reservation capacity of approximately 1.0 Bcf per day associated with EQM's high-pressure header pipelines, 130 compressor units with compression of approximately 445,000 horsepower and multiple interconnect points with EQM's transmission and storage system and to other interstate pipelines. EQM's gathering system also included approximately 920 miles of Federal Energy Regulatory Commission (FERC)-regulated, low-pressure gathering lines. During the third quarter of 2019, EQM divested certain of its FERC-regulated low-pressure gathering pipelines associated with its Copley gathering system located in West Virginia. See Note 2 for further discussion. As of December 31, 2019 , EQM's transmission and storage system included approximately 950 miles of FERC-regulated, interstate pipelines that have interconnect points to seven interstate pipelines and multiple local distribution companies (LDCs). The transmission and storage system is supported by 39 compressor units, with total throughput capacity of approximately 4.4 Bcf per day and compression of approximately 135,000 horsepower, and 18 associated natural gas storage reservoirs, which have a peak withdrawal capacity of approximately 900 million cubic feet ( MMcf ) per day and a working gas capacity of approximately 43 Bcf . As of December 31, 2019 , EQM's water system included approximately 180 miles of pipelines that deliver fresh water from the Monongahela River, the Ohio River, local reservoirs and several regional waterways. The fresh water delivery services systems consist of permanent, buried pipelines, surface pipelines and fresh water storage facilities, as well as pumping stations and 28 fresh water impoundment facilities, which support fresh water transportation throughout the systems, and take point facilities and measurement facilities, which support well completion activities and collect and recycle or dispose flowback and produced water. |
Principles of Consolidation | Principles of Consolidation : The consolidated financial statements include the accounts of all entities in which EQM holds a controlling financial interest. Investments over which EQM can exert significant influence, but not control, are recorded under the equity method of accounting. The consolidated financial statements reflect the pre-acquisition results of businesses acquired through common control transactions on a combined basis with EQM. See Note 2 . Transactions between EQM and EQT during the periods prior to the Separation (Predecessor period) and between EQM and Equitrans Midstream in the periods subsequent to the Separation (Successor period) have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 8 . |
Segments | Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by EQM's chief operating decision maker in deciding how to allocate resources. Prior to the EQM-RMP Merger, EQM's operating activities were conducted through two business segments: Gathering and Transmission. Following the EQM-RMP Merger, EQM adjusted its internal reporting structure to incorporate the newly acquired assets consistent with how EQM's chief operating decision maker reviews EQM's business operations. EQM reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. The operating segments are evaluated based on their contribution to EQM's operating income and equity income. Transmission also includes EQM's investment in the MVP Joint Venture, which is treated as an equity investment for accounting purposes; as a result, Transmission's portion of the MVP Joint Venture's operating results is reflected in equity income and not in Transmission's operating income. All of EQM's operating revenues, income from continuing operations and assets are generated or located in the United States. See Note 7 . |
Reclassification | Reclassification: Certain previously reported amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in these financial statements. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash Equivalents: EQM classifies highly-liquid investments with original maturities of three months or less as cash equivalents. Interest earned on cash equivalents is recorded as a reduction to net interest expense on the statements of consolidated operations. |
Accounts Receivables | Accounts Receivables: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: EQM categorizes assets and liabilities disclosed at fair value using a three-level fair value hierarchy based on priority of the inputs used in the valuation. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Owing to their short maturity, the carrying values of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable are assumed to approximate fair value; as such, their fair values are Level 1 fair value measurements. Interest rates on credit facility borrowings and borrowings under the 2019 EQM Term Loan Agreement (defined in Note 12 ) are based on prevailing market rates, so the carrying values of the credit facility borrowings approximate fair value and the fair values are Level 1 fair value measurements. As EQM's senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. See Note 12 . |
Property, Plant and Equipment | Impairment of Long-lived Assets, Including Intangible Assets. EQM evaluates long-lived assets, including related intangibles, for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. Asset recoverability is measured by comparing the carrying value of the asset or asset group with its expected future pre-tax undiscounted cash flows. These cash flow estimates require EQM to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost and other factors. If the carrying amount exceeds the expected future undiscounted cash flows, EQM recognizes an impairment equal to the excess of net book value over fair value as determined by quoted market prices in active markets or present value techniques if quotes are unavailable. The determination of the fair value using present value techniques requires EQM to make projections and assumptions regarding the probability of a range of outcomes and the rates of interest used in the present value calculations. Any changes EQM makes to these projections and assumptions could result in significant revisions to its evaluation of recoverability of its property, plant and equipment and the recognition of additional impairments. See Note 3 for further discussion on impairments of long-lived assets. Property, Plant and Equipment: EQM's property, plant and equipment are stated at depreciated cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the asset are capitalized. EQM capitalized internal costs of $47.6 million , $54.4 million and $46.5 million in the years ended December 31, 2019 , 2018 and 2017 , respectively. EQM capitalized interest, including the debt component of allowance for funds used during construction (AFUDC), of $29.5 million , $12.6 million and $4.7 million in the years ended December 31, 2019 , 2018 and 2017 , respectively. The following table summarizes EQM's property, plant and equipment. December 31, 2019 2018 (Thousands) Gathering assets (a)(b) $ 6,512,601 $ 4,387,908 Accumulated depreciation (478,172 ) (247,720 ) Net gathering assets 6,034,429 4,140,188 Transmission and storage assets 1,844,859 1,785,157 Accumulated depreciation (326,140 ) (286,693 ) Net transmission and storage assets 1,518,719 1,498,464 Water services assets 215,039 194,465 Accumulated depreciation (53,065 ) (26,489 ) Net water services assets 161,974 167,976 Net property, plant and equipment $ 7,715,122 $ 5,806,628 (a) Includes approximately $59.1 million for the year ended December 31, 2019 related to non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction (defined in Note 2 ) that primarily support EQM's gathering activities. (b) Includes approximately $1.2 billion for the year ended December 31, 2019 related to net property, plant and equipment acquired in the Bolt-on Acquisition that primarily supports EQM's gathering activities. Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the asset. The average depreciation rates for the years ended December 31, 2019 , 2018 and 2017 were 2.6% , 2.7% and 1.8% , respectively. EQM estimates that gathering and transmission pipelines have useful lives of 20 years to 65 years and compression equipment has useful lives of 20 years to 50 years . EQM estimates that water pipelines, pumping stations and impoundment facilities have useful lives of 10 years to 15 years . As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. EQM re-evaluates depreciation rates for its regulated property, plant and equipment each time it files with the FERC for a change in transmission, storage and gathering rates. |
Intangible Assets and Goodwill | Intangible Assets: Intangible assets are recorded under the acquisition method of accounting at their estimated fair values at the acquisition date, which are calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. As a result of the Drop-Down Transaction, EQM recognized approximately $623.2 million in intangible assets. These intangible assets were valued by EQT based upon the estimated fair value of the customer contracts as of November 13, 2017. The customer contracts were assigned a useful life of 15 years and are amortized on a straight-line basis. The estimated annual amortization expense for these assets for each of the successive five years is $41.5 million . As a result of the Bolt-on Acquisition, EQM recognized an additional $311.0 million of intangible assets for customer relationships with third-party customers. EQM calculates amortization of intangible assets using the straight-line method over the estimated useful life of the intangible assets, which was 20 years for the Eureka Midstream-related intangible assets as of the acquisition date and 7.25 years for the Hornet Midstream-related intangible assets as of October 1, 2019. The estimated annual amortization expense for these assets for each of the successive five years is approximately $16.8 million Goodwill: Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount. EQM may perform either a qualitative assessment of potential impairment or proceed directly to a quantitative assessment of potential impairment. EQM's qualitative assessment of potential impairment may result in the determination that a quantitative impairment analysis is not necessary. Under this elective process, EQM assesses qualitative factors to determine whether the existence of events or circumstances leads EQM to determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, EQM determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. However, if EQM concludes otherwise, a quantitative impairment analysis is performed. If EQM chooses not to perform a qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then EQM will perform a quantitative assessment. In the case of a quantitative assessment, EQM estimates the fair value of the reporting unit with which the goodwill is associated and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The three reporting units to which EQM had goodwill recorded during 2019 were (i) the Ohio gathering assets acquired in the Drop-down Transaction (Rice Retained Midstream), (ii) the Pennsylvania gathering assets acquired in the Rice Merger (RMP PA Gas Gathering) and (iii) the Ohio and West Virginia gathering assets acquired in the Bolt-on Acquisition (Eureka/Hornet, collectively with Rice Retained Midstream and RMP PA Gas Gathering, the Reporting Units). The Reporting Units earn a substantial portion of their revenues from volumetric-based fees, which are sensitive to changes in their customers' development plans. See Note 3 |
Investment in Unconsolidated Entity and Preferred Interest | Investment in Unconsolidated Entity: EQM reviews the carrying value of its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the fair value may have declined in value. When there is evidence of loss in value that is other than temporary, EQM compares the investment's carrying value to its estimated fair value to determine whether impairment has occurred. If the carrying value exceeds the estimated fair value, EQM estimates and recognizes an impairment loss equal to the difference between the investment's carrying value and fair value. Preferred Interest. EES generates revenue by providing services to a local distribution company. The Preferred Interest is accounted for as a note receivable and is presented in other assets in the consolidated balance sheets with the current portion reported in other current assets. Distributions received from EES are recorded partly as a reduction to the Preferred Interest and partly as interest income, which is included in net interest expense in EQM's statements of consolidated operations. The EES operating agreement provides for mandatory redemption of the Preferred Interest at the end of the preference period, which is expected to be December 31, 2034. |
Unamortized Debt Discount and Issuance Expense | Unamortized Debt Discount and Issuance Costs. EQM amortizes debt discounts and issuance costs over the term of the related borrowing. Costs incurred from the issuance and/or extension, as applicable, of revolving credit facilities and term loans, including EQM's $3 Billion Facility and the 2019 EQM Term Loan Agreement (both defined in Note 12 ), are presented in other assets in the consolidated balance sheets. Debt discounts and issuance costs for all other debt instruments are presented as a reduction to debt in the consolidated balance sheets. |
Natural Gas Imbalances | Gas Imbalances: Gas imbalances occur when the actual amount of gas delivered from a pipeline system or storage facility varies from the amount of gas scheduled for delivery. EQM values gas imbalances due to/from shippers and operators at current index prices. Gas imbalances are settled in-kind, subject to the terms of the applicable FERC tariffs. As of December 31, 2019 and 2018 , gas imbalance receivables of zero and $3.3 million , respectively, were presented in other current assets, with offsetting amounts recorded to system gas, a component of property, plant and equipment, in the consolidated balance sheets. EQM classifies gas imbalances as current because they are expected to settle within one year. |
Asset Retirement Obligations | Asset Retirement Obligations (AROs): EQM has AROs related to its water system impoundments and to one of its gathering compression stations, for which EQM has recorded an associated liability and capitalized a corresponding amount to asset retirement costs. The liability relates to the expected future obligation to dismantle, reclaim and dispose of these assets and was estimated using the present value of expected future cash flows, adjusted for inflation and discounted at EQM's credit-adjusted, risk-free rate. The AROs are recorded in regulatory and other long-term liabilities in the consolidated balance sheets. The following table presents changes in EQM's AROs during 2019 and 2018 . December 31, 2019 2018 (Thousands) AROs at beginning of period $ 11,935 $ 9,321 Liabilities incurred — 231 Revisions to estimated liabilities (a) (201 ) 1,928 Accretion expense 567 455 AROs at end of period $ 12,301 $ 11,935 (a) Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement. EQM is not legally or contractually obligated to restore or dismantle its transmission and storage systems and its gathering systems, other than the one aforementioned compressor station. EQM is legally required to operate and maintain these assets and intends to do so as long as supply and demand for natural gas exists, which EQM expects to continue into the foreseeable future. Therefore, EQM did not have any AROs related to its transmission and storage assets as of December 31, 2019 and 2018 . |
Contingencies | Contingencies: EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded when the loss is probable and the amount of loss can be reasonably estimated. EQM considers many factors when making such assessments, including historical knowledge and matter specifics. Estimates are developed through consultation with legal counsel and analysis of the potential results. See Note 16 |
Regulatory Accounting | Regulatory Accounting: EQM's regulated operations consist of interstate pipeline, intrastate low-pressure gathering and storage operations subject to regulation by the FERC. Through the rate-setting process, rate regulation allows EQM to recover the costs of providing regulated services plus an allowed return on invested capital. Regulatory accounting allows EQM to defer expenses and income to its consolidated balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate-setting process for a period other than the period that they would be reflected in a non-regulated entity's statements of consolidated operations. Regulatory assets and liabilities are recognized in EQM's statements of consolidated operations in the period that the underlying expenses and income are reflected in the rates charged to shippers and operators. EQM expects to continue to be subject to rate regulation that will provide for the recovery of deferred costs. See Note 14 . |
Allowance for Funds Used During Construction (AFUDC) | AFUDC: EQM capitalizes the carrying costs of financing the construction of certain long-lived, regulated assets. Such costs are amortized over the asset's estimated useful life and include interest costs (the debt component of AFUDC) and equity costs (the equity component of AFUDC). The debt component of AFUDC is recorded as a reduction to net interest expense in the statements of consolidated operations, and the equity component of AFUDC is recorded in other income in the statements of consolidated operations. The debt component of AFUDC for the years ended December 31, 2019 , 2018 and 2017 was $1.4 million , $1.0 million and $0.8 million , respectively, and the equity component of AFUDC for the years ended December 31, 2019 , 2018 and 2017 was $5.2 million , $5.6 million and $5.1 million , respectively. |
Equity-Based Compensation | Equity-Based Compensation: EQM awarded share-based compensation in connection with the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan (the EQM LTIP). The EQM share-based awards are paid in EQM common units; as such, EQM treats the awards as equity awards. The awards are recorded at fair value based on the published market price on the grant date. See Note 11 |
Income Taxes | Income Taxes: For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to EQM's unitholders; accordingly, there is no provision for income taxes for EQM. Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under EQM's partnership agreement. The aggregate difference in the basis of EQM's net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner's tax attributes is not available to EQM. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases . The standard requires entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements . The update provides an optional transition method of adoption that permits entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under the optional transition method, comparative financial information and disclosures are not required. The update also provides transition practical expedients. The standard requires disclosures of the nature, maturity and value of an entity's lease liabilities and elections taken by the entity. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements , which, among other things, clarified interim disclosure requirements in the year of ASU 2016-02 adoption. EQM adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 using the optional transition method. EQM uses a lease accounting system to monitor its current population of lease contracts. EQM implemented processes and controls to review new lease contracts for appropriate accounting treatment in the context of the standards and to generate disclosures required under the standards. For the disclosures required by the standards, see Note 5 . In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard 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 standard eliminates the probable initial recognition threshold in current GAAP, and, in its place, requires an entity to recognize 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 of the standard that have the contractual right to receive cash. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326). The update provides entities with targeted transition relief that is intended to increase comparability of financial statement information for some entities that otherwise would have measured similar financial instruments using different measurement methodologies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The update clarifies and addresses stakeholders' specific issues in ASU 2016-13. EQM adopted the standards on January 1, 2020, which was applicable to its outstanding accounts receivable and note receivable from EES. Adoption of the standard is expected to result in a cumulative-effect adjustment to the opening balance of retained earnings of approximately $3 million to $4 million . Additional disclosures will be required to describe the nature and amount of EQM's credit losses, including the significant assumptions and judgments required to value the losses, and the accounting policy elections taken. EQM implemented processes and controls to review the credit losses for appropriate accounting treatment in the context of the standard and to generate disclosures required under the standard, which EQM expects to disclose in its Quarterly Report on Form 10-Q for the first quarter of 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement , which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. EQM is currently evaluating the effect this standard will have on its disclosures but does not expect the adoption of this standard to have a material effect on the disclosures. The adoption of this standard is not expected to have an impact on EQM's financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other: Internal-Use Software , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. EQM early-adopted the standard using the prospective method of adoption on January 1, 2019. Following the adoption of ASU 2018-15, EQM began capitalizing certain implementation costs related to cloud computing arrangements that are service contracts. The capitalized portion of these costs are included in the property, plant and equipment line on the consolidated balance sheets and will be amortized over the term of EQM's hosting arrangement. For the year ended December 31, 2019 , EQM did not recognize any amortization expense related to implementation costs on its cloud computing arrangements as such assets were not in use. The costs will be included in the selling, general and administrative expense line on the accompanying statements of consolidated operations when recognized. |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2019 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Schedule of Property, Plant and Equipment | The following table summarizes EQM's property, plant and equipment. December 31, 2019 2018 (Thousands) Gathering assets (a)(b) $ 6,512,601 $ 4,387,908 Accumulated depreciation (478,172 ) (247,720 ) Net gathering assets 6,034,429 4,140,188 Transmission and storage assets 1,844,859 1,785,157 Accumulated depreciation (326,140 ) (286,693 ) Net transmission and storage assets 1,518,719 1,498,464 Water services assets 215,039 194,465 Accumulated depreciation (53,065 ) (26,489 ) Net water services assets 161,974 167,976 Net property, plant and equipment $ 7,715,122 $ 5,806,628 (a) Includes approximately $59.1 million for the year ended December 31, 2019 related to non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction (defined in Note 2 ) that primarily support EQM's gathering activities. (b) Includes approximately $1.2 billion for the year ended December 31, 2019 related to net property, plant and equipment acquired in the Bolt-on Acquisition that primarily supports EQM's gathering activities. | |||||||||||
Schedule of Intangible Assets | Intangible assets, net as of December 31, 2019 and 2018 are detailed below. December 31, 2019 2018 (Thousands) Intangible assets $ 934,200 $ 623,200 Less: impairment of Hornet Midstream-related intangible assets (a) (36,405 ) — Less: accumulated amortization (100,356 ) (47,087 ) Intangible assets, net $ 797,439 $ 576,113 (a) See Note 3 for disclosure regarding impairments of long-lived assets. | |||||||||||
Schedule of Change in Asset Retirement Obligations | The following table presents changes in EQM's AROs during 2019 and 2018 . December 31, 2019 2018 (Thousands) AROs at beginning of period $ 11,935 $ 9,321 Liabilities incurred — 231 Revisions to estimated liabilities (a) (201 ) 1,928 Accretion expense 567 455 AROs at end of period $ 12,301 $ 11,935 (a) Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement. | |||||||||||
Regulated Revenues Net and Operating Expenses | <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables present the total regulated operating revenues and expenses and the regulated property, plant and equipment of EQM.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:56%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">(Thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating revenues</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">396,847</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">393,911</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">383,309</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">210,861</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">140,832</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">143,614</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> | |||||||||||
Schedule of Regulated Property, Plant and Equipment | <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:71%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">(Thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property, plant and equipment</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,955,519</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,900,411</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated depreciation </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(436,275</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(317,988</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net property, plant&#160;and equipment</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,519,244</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,582,423</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></div> |
Acquisitions, Mergers and Div_2
Acquisitions, Mergers and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of summary of preliminary purchase price and allocation of fair value of assets and liabilities | The following table summarizes the allocation of the fair value of the assets and liabilities of RMP, EQM Olympus, Strike Force and EQM WV as of November 13, 2017 through pushdown accounting from EQT, as well as certain measurement period adjustments made subsequent to EQT's initial valuation. Goodwill and Purchase Price Allocation (Thousands) Estimated fair value of RMP, EQM Olympus, Strike Force and EQM WV (a) $ 4,014,984 Estimated Fair Value of Assets Acquired and Liabilities Assumed: Current assets (b) 132,459 Intangible assets (c) 623,200 Property and equipment, net (d) 2,265,900 Other non-current assets 118 Current liabilities (b) (117,124 ) RMP $850 Million Facility (defined in Note 12) (e) (266,000 ) Other non-current liabilities (e) (9,323 ) Total estimated fair value of assets acquired and liabilities assumed 2,629,230 Goodwill as of November 13, 2017 (f) 1,385,754 Impairment of goodwill (g) 261,941 Goodwill as of December 31, 2018 1,123,813 Impairment of goodwill (g) 637,115 Goodwill as of December 31, 2019 $ 486,698 (a) Includes the estimated fair value attributable to noncontrolling interest in Strike Force of $166 million . (b) The fair value of current assets and current liabilities was assumed by EQT to approximate their carrying values. (c) The identifiable intangible assets for customer relationships were estimated by EQT by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions. (d) The estimated fair value of long-lived property and equipment were determined by EQT utilizing estimated replacement cost adjusted for a usage or obsolescence factor. (e) The estimated fair value of long-term liabilities was determined by EQT utilizing observable market inputs where available or estimated based on their then-current carrying values. (f) Reflected the value of perceived growth opportunities, synergies and operating leverage anticipated through the acquisitions and ownership of the acquired gathering assets as of November 13, 2017. (g) See Note 3 for further detail. (in thousands) Preliminary Purchase Price Allocation (As initially reported) Measurement Period Adjustments (a) Purchase Price Allocation (As adjusted) Consideration given: Cash consideration (b) $ 861,250 $ (11,404 ) $ 849,846 Buyout of portion of Eureka Midstream Class B Units and incentive compensation 2,530 — 2,530 Total consideration 863,780 (11,404 ) 852,376 Fair value of liabilities assumed: Current liabilities 52,458 (9,857 ) 42,601 Long-term debt 300,825 — 300,825 Other long-term liabilities 10,203 — 10,203 Amount attributable to liabilities assumed 363,486 (9,857 ) 353,629 Fair value of assets acquired: Cash 15,145 — 15,145 Accounts receivable 16,817 — 16,817 Inventory 12,991 (26 ) 12,965 Other current assets 882 — 882 Net property, plant and equipment 1,222,284 (8,906 ) 1,213,378 Intangible assets (c) 317,000 (6,000 ) 311,000 Other assets 14,567 — 14,567 Amount attributable to assets acquired 1,599,686 (14,932 ) 1,584,754 Noncontrolling interests (486,062 ) 7,602 (478,460 ) Goodwill as of April 10, 2019 $ 113,642 $ (13,931 ) $ 99,711 Impairment of goodwill (d) (99,711 ) Goodwill as of December 31, 2019 $ — (a) EQM recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (b) The cash consideration for the Bolt-on Acquisition was adjusted by approximately $11.4 million related to working capital adjustments and the release of all escrowed indemnification funds to EQM. (c) After considering the refinements to the valuation models, EQM estimated the fair value of the customer-related intangible assets acquired as part of the Bolt-on Acquisition to be $311.0 million . As a result, the fair value of the customer-related intangible assets was decreased by $6.0 million on September 30, 2019 with a corresponding increase to goodwill. In addition, the change to the provisional amount resulted in a decrease in amortization expense and accumulated amortization of approximately $0.4 million . (d) During the third quarter of 2019, EQM identified impairment indicators that suggested the fair value of its goodwill was more likely than not below its carrying amount. As such, EQM performed an interim goodwill impairment assessment, which resulted in EQM recognizing impairment to goodwill of approximately $261.3 million , of which $99.7 million was associated with its Eureka/Hornet reporting unit bringing the reporting unit's goodwill balance to zero . See Note 3 for further detail. |
Schedule of intangible assets | Intangible assets, net as of December 31, 2019 , are detailed below. (in thousands) As of December 31, 2019 Intangible assets $ 311,000 Less: impairment of Hornet Midstream-related intangible assets (a) 36,405 Less: accumulated amortization 11,711 Intangible assets, net $ 262,884 (a) See Note 3 for disclosure regarding impairments of long-lived assets. |
Schedule of post-acquisition operating results | Subsequent to the completion of the Bolt-on Acquisition, Eureka Midstream and Hornet Midstream collectively contributed the following to both the Gathering segment and EQM's consolidated operating results for the period from April 10, 2019 through December 31, 2019 . (in thousands) April 10, 2019 through December 31, 2019 Operating revenues $ 97,123 Operating loss attributable to EQM $ (94,551 ) Net loss attributable to noncontrolling interests $ (21,291 ) Net loss attributable to EQM $ (80,631 ) |
Schedule of unaudited pro-forma information | The following unaudited pro forma financial information presents EQM's results as though the Rice Merger had been completed at January 1, 2017. The pro forma financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Rice Merger taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Year Ended December 31, 2017 (in thousands) Pro forma operating revenues $ 1,264,704 Pro forma net income 781,273 Pro forma net income attributable to noncontrolling interests 8,144 Pro forma net income attributable to EQM 773,129 Subsequent to the completion of the Bolt-on Acquisition, Eureka Midstream and Hornet Midstream collectively contributed the following to both the Gathering segment and EQM's consolidated operating results for the period from April 10, 2019 through December 31, 2019 . (in thousands) April 10, 2019 through December 31, 2019 Operating revenues $ 97,123 Operating loss attributable to EQM $ (94,551 ) Net loss attributable to noncontrolling interests $ (21,291 ) Net loss attributable to EQM $ (80,631 ) Unaudited Pro Forma Information. The following unaudited pro forma combined financial information presents EQM's results as though the EQM IDR Transaction and Bolt-on Acquisition had been completed at January 1, 2017. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the EQM IDR Transaction and Bolt-on Acquisition taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Years ended December 31, (in thousands, except per unit data) 2019 2018 2017 Pro forma operating revenues $ 1,661,822 $ 1,616,821 $ 987,735 Pro forma net income $ 190,234 $ 709,067 $ 626,854 Pro forma net (loss) income attributable to noncontrolling interests $ (18,074 ) $ 19,746 $ 8,346 Pro forma net income attributable to EQM $ 208,308 $ 689,321 $ 618,508 Pro forma income per limited partner common unit (basic) $ 0.53 $ 2.93 $ 2.58 Pro forma income per limited partner common unit (diluted) $ 0.51 $ 2.83 $ 2.49 |
Impairments of Long-Lived Ass_2
Impairments of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Carrying Amount of Goodwill | The following table summarizes the carrying amount of goodwill associated with EQM's reporting units for the years ended December 31, 2019 and 2018. RMP PA Gas Gathering Rice Retained Midstream Eureka/Hornet Total (Thousands) Goodwill as of January 1, 2018 $ 1,346,918 $ 37,954 $ — $ 1,384,872 Add: measurement period adjustments — 882 — 882 Less: impairment of goodwill (261,941 ) — — (261,941 ) Goodwill as of December 31, 2018 1,084,977 38,836 — 1,123,813 Add: goodwill associated with Bolt-on Acquisition — — 99,711 99,711 Less: impairment of goodwill (598,279 ) (38,836 ) (99,711 ) (736,826 ) Goodwill as of December 31, 2019 $ 486,698 $ — $ — $ 486,698 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue Information, by Business Segment | The tables below provide disaggregated revenue information by business segment. Year Ended December 31, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 581,118 $ 356,569 $ — $ 937,687 Volumetric-based fee revenues 578,813 33,951 — 612,764 Water service revenues — — 79,791 79,791 Total operating revenues $ 1,159,931 $ 390,520 $ 79,791 $ 1,630,242 Year Ended December 31, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 447,360 $ 356,725 $ — $ 804,085 Volumetric-based fee revenues 549,710 30,076 — 579,786 Water service revenues — — 111,227 111,227 Total operating revenues $ 997,070 $ 386,801 $ 111,227 $ 1,495,098 Year Ended December 31, 2017 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 407,355 $ 348,193 $ — $ 755,548 Volumetric-based fee revenues 102,612 23,793 — 126,405 Water service revenues — — 13,605 13,605 Total operating revenues $ 509,967 $ 371,986 $ 13,605 $ 895,558 |
Summary of Remaining Performance Obligations | The following table summarizes the transaction price allocated to EQM's remaining performance obligations under all contracts with firm reservation fees and MVCs as of December 31, 2019 . 2020 2021 2022 2023 2024 Thereafter Total (Thousands) Gathering firm reservation fees $ 517,406 $ 590,056 $ 592,324 $ 590,342 $ 552,598 $ 1,576,827 $ 4,419,553 Gathering revenues supported by MVCs 133,969 153,065 153,065 152,242 145,930 463,086 1,201,357 Transmission firm reservation fees 354,363 375,020 370,273 332,404 273,257 2,489,864 4,195,181 Water revenues supported by MVCs 35,536 2,000 2,000 — — — 39,536 Total $ 1,041,274 $ 1,120,141 $ 1,117,662 $ 1,074,988 $ 971,785 $ 4,529,777 $ 9,855,627 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following table summarizes operating lease cost for the year ended December 31, 2019 . Year Ended (Thousands) Operating lease cost $ 10,312 Short-term lease cost 4,560 Variable lease cost 166 Total lease cost $ 15,038 |
Schedule of Operating Lease Liability Maturities | The following table summarizes undiscounted cash flows owed by EQM to lessors pursuant to contractual agreements in effect as of December 31, 2019 and related imputed interest. The majority of EQM's lease agreements have multiple renewal periods at EQM's option; however, because none of the renewal periods are reasonably assured to be exercised, the associated operating lease payments have not been included in the table below. December 31, 2019 (Thousands) 2020 $ 12,504 2021 10,249 2022 7,974 2023 5,607 2024 3,966 Thereafter 24,728 Total 65,028 Less: imputed interest 13,279 Present value of operating lease liability $ 51,749 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Common and General Partner Units Issued | The following table summarizes changes in EQM's Series A Preferred Units, common units and Class B units, each representing limited partner interests in EQM, and general partner units during the three years ended December 31, 2019 , 2018 and 2017 . Limited Partner Interests Series A Preferred Units Common Units Class B Units General Partner Units Total Balance at January 1, 2017 — 80,581,758 — 1,443,015 82,024,773 Balance at December 31, 2017 (a) — 80,581,758 — 1,443,015 82,024,773 Common units issued (b) — 10,821 — — 10,821 Drop-Down Transaction consideration — 5,889,282 — — 5,889,282 Common units issued in the EQM-RMP Merger — 33,975,777 — — 33,975,777 Balance at December 31, 2018 — 120,457,638 — 1,443,015 121,900,653 Unit cancellation — (8 ) — — (8 ) EQM IDR Transaction (c) — 80,000,000 7,000,000 (1,443,015 ) 85,556,985 Issuance of Series A Preferred Units 24,605,291 — — — 24,605,291 Balance at December 31, 2019 24,605,291 200,457,630 7,000,000 — 232,062,921 (a) There were no changes in common units or general partner units in 2017. (b) Units issued upon the resignation of a member of the Board of Directors of EQM's general partner. (c) In exchange for the cancellation of the EQM IDRs, EQM issued 87,000,000 EQM common units (the Exchange Consideration) to the former EQM general partner. At the effective time of the EQM IDR Merger, (i) the Exchange Consideration held by the former EQM general partner was canceled, (ii) 80,000,000 EQM common units and 7,000,000 Class B units were issued on a pro rata basis to certain affiliates of Equitrans Midstream, and (iii) 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain other affiliates of Equitrans Midstream. |
Financial Information by Busi_2
Financial Information by Business Segment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers (Including Affiliates), Operating Income, and Reconciliation of Operating Income to Net Schedule of Revenue from External Customers (Including Affiliates), Operating Income, and Reconciliation of Operating Income to Net Income | Years Ended December 31, 2019 2018 2017 (Thousands) Revenues from customers: Gathering $ 1,159,931 $ 997,070 $ 509,967 Transmission 390,520 386,801 371,986 Water 79,791 111,227 13,605 Total operating revenues $ 1,630,242 $ 1,495,098 $ 895,558 Operating (loss) income: Gathering (a) $ (88,850 ) $ 423,407 $ 369,093 Transmission 277,731 265,579 247,467 Water 15,305 37,667 4,145 Total operating income $ 204,186 $ 726,653 $ 620,705 Reconciliation of operating income to net income: Equity income (b) 163,279 61,778 22,171 Other income 4,601 5,011 4,439 Net interest expense 209,984 122,094 36,955 Net income $ 162,082 $ 671,348 $ 610,360 (a) Impairments of long-lived assets of $854.3 million and $261.9 million for the years ended December 31, 2019 and 2018, respectively, were included in Gathering operating income. See Note 3 for further information. (b) Equity income is included in the Transmission segment. As of December 31, 2019 2018 2017 (Thousands) Segment assets: Gathering $ 7,572,911 $ 6,011,654 $ 5,656,094 Transmission (a) 3,903,707 3,066,659 1,947,566 Water 202,440 237,602 208,273 Total operating segments 11,679,058 9,315,915 7,811,933 Headquarters, including cash 135,961 140,206 186,902 Total assets $ 11,815,019 $ 9,456,121 $ 7,998,835 |
Schedule of Segment Assets | As of December 31, 2019 2018 2017 (Thousands) Segment assets: Gathering $ 7,572,911 $ 6,011,654 $ 5,656,094 Transmission (a) 3,903,707 3,066,659 1,947,566 Water 202,440 237,602 208,273 Total operating segments 11,679,058 9,315,915 7,811,933 Headquarters, including cash 135,961 140,206 186,902 Total assets $ 11,815,019 $ 9,456,121 $ 7,998,835 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. |
Schedule of Depreciation, Amortization, and Expenditures for Segment Assets | Years Ended December 31, 2019 2018 2017 (Thousands) Depreciation: Gathering $ 144,310 $ 98,678 $ 44,957 Transmission 51,935 49,723 58,689 Water 26,915 23,513 3,515 Total $ 223,160 $ 171,914 $ 107,161 Expenditures for segment assets: Gathering (a)(b) $ 893,804 $ 717,251 $ 254,522 Transmission (c) 59,313 114,450 111,102 Water 37,457 23,537 6,233 Total (d) $ 990,574 $ 855,238 $ 371,857 (a) Includes approximately $59.1 million for the year ended December 31, 2019 related to non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction that primarily support EQM's gathering activities. (b) Includes approximately $25.9 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the year ended December 31, 2019 . (c) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $774.6 million , $913.2 million and $159.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. (d) 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 $85.8 million , $108.9 million , $90.7 million and $26.7 million at December 31, 2019 , 2018 , 2017 and 2016 , respectively. On November 13, 2017, as a result of the Rice Merger, EQM assumed $72.3 million of Rice Midstream Holdings accrued capital expenditures. On April 10, 2019, as a result of the Bolt-on Acquisition, EQM assumed $8.8 million of Eureka Midstream accrued capital expenditures. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Reimbursement Amounts and Affiliate Transactions | The following table summarizes the amounts and categories of expenses for which EQM was obligated to reimburse EQT pursuant to the EQT Omnibus Agreement, the EQT Secondment Agreement and the Operation and Management Services Agreement, as applicable, and the amounts and categories of obligations for which EQT was obligated to indemnify and/or reimburse EQM pursuant to the EQT Omnibus Agreement and the Amended and Restated EQT Omnibus Agreement, as applicable, for the years ended December 31, 2018 and 2017 . In addition, the table below summarizes the amounts and categories of expenses for which EQM was obligated to reimburse Equitrans Midstream pursuant to the Equitrans Midstream Omnibus Agreement and the Equitrans Midstream Secondment Agreement, as applicable, and the amounts and categories for which Equitrans Midstream was obligated to indemnify and/or reimburse EQM pursuant to the Equitrans Midstream Omnibus Agreement, as applicable, for the years ended December 31, 2019 and 2018 . Years Ended December 31, 2019 2018 2017 (Thousands) Reimbursements to EQT Operating and maintenance expense (a) $ — $ 49,778 $ 39,957 Selling, general and administrative expense (a) $ — $ 81,725 $ 67,424 Reimbursements to Equitrans Midstream Operating and maintenance expense (a) $ 52,713 $ — $ — Selling, general and administrative expense (a) $ 89,187 $ 16,335 $ — Reimbursements from EQT and Equitrans Midstream (b) Plugging and abandonment $ — $ — $ 4 Bare steel replacement $ 711 $ 3,866 $ 15,704 (a) The expenses for which EQM reimbursed EQT and its subsidiaries in the Predecessor period and Equitrans Midstream and its subsidiaries in the Successor period may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. These amounts exclude the recast impact of the Drop-Down Transaction and the EQM-RMP Merger as these amounts do not represent reimbursements pursuant to any omnibus agreement. (b) These reimbursements were recorded as capital contributions from EQT and Equitrans Midstream. Summary of Related Party Transactions . The following table summarizes related party transactions for the years ended December 31, 2019 , 2018 and 2017 . Years Ended December 31, 2019 2018 2017 (Thousands) Operating revenues (a) $ 1,122,626 $ 1,111,289 $ 665,939 Operating and maintenance expense (b) 52,713 49,778 40,204 Selling, general and administrative expense (b) 89,187 98,060 72,592 Separation and other transaction costs (c) (1,404 ) 7,761 — Equity income (d) 163,279 61,778 22,171 Interest income on Preferred Interest (see Note 1) 6,324 6,578 6,818 Principal payments received on Preferred Interest (see Note 1) 4,661 4,406 4,166 Distributions to Equitrans Midstream (e) 542,260 — — Distributions to the EQM General Partner (f) — 361,575 235,167 Capital contributions to the MVP Joint Venture (d) 774,593 913,195 159,550 Capital contributions from Equitrans Midstream / EQT 711 3,866 15,463 Net contributions from EQT — 3,001 29,711 (a) Operating revenues represents revenues with EQT for all years presented. (b) The expenses for which EQM reimbursed EQT and its subsidiaries in the Predecessor period and Equitrans Midstream and its subsidiaries in the Successor period 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. These amounts exclude the recast impact of the Drop-Down Transaction and the EQM-RMP Merger as these amounts do not represent reimbursements pursuant to the omnibus agreements. (c) For the year ended December 31, 2018, EQT allocated $7.8 million in transaction costs to EQM related to the EQM-RMP Merger and the Drop-Down Transaction. (d) Associated with EQM's ownership in the MVP Joint Venture. See Note 9 for further detail. (e) The distributions to Equitrans Midstream are based on the period to which the distributions relate and not the period in which the distributions were declared and paid. For example, for the year ended December 31, 2019, total distributions to Equitrans Midstream included the cash distribution declared on January 15, 2020 related to the fourth quarter of 2019 of $1.16 per common unit. (f) The distributions to the EQM General Partner are based on the period to which the distributions relate and not the period in which the distributions were declared and paid. For example, for the year ended December 31, 2018, total distributions to the EQM General Partner included the cash distribution declared on January 16, 2019 related to the fourth quarter of 2018 of $1.13 per common unit and the amounts related to its general partner interest and IDRs. The following table summarizes related party balances as of December 31, 2019 and 2018 . As of December 31, 2019 2018 (Thousands) Accounts receivable – related party $ 175,153 $ 174,767 Due to related party 39,009 78,465 Capital contribution payable to the MVP Joint Venture 45,150 169,202 Investment in unconsolidated entity 2,324,108 1,510,289 Preferred Interest in EES (see Note 1 and Note 7) 110,059 114,720 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity | The following tables summarize the audited condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project. Consolidated Balance Sheets As of December 31, 2019 2018 (Thousands) Current assets $ 102,638 $ 615,926 Noncurrent assets 4,951,521 3,202,506 Total assets $ 5,054,159 $ 3,818,432 Current liabilities $ 223,645 $ 606,366 Equity 4,830,514 3,212,066 Total liabilities and equity $ 5,054,159 $ 3,818,432 Statements of Consolidated Operations Years Ended December 31, 2019 2018 2017 (Thousands) Environmental remediation $ (2,416 ) $ — $ — Other income 6,243 5,762 528 AFUDC - equity 245,890 90,791 32,054 Net interest income 105,382 38,911 16,146 Net income $ 355,099 $ 135,464 $ 48,728 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table presents EQM's outstanding debt as of December 31, 2019 and 2018 . December 31, 2019 December 31, 2018 Principal Carrying Value (a) Fair (b) Principal Carrying Value (a) Fair (b) (Thousands) $3 Billion Facility $ 610,000 $ 610,000 $ 610,000 $ 625,000 $ 625,000 $ 625,000 Eureka Credit Facility 292,500 292,500 292,500 — — — 2019 EQM Term Loan 1,400,000 1,397,491 1,400,000 — — — 4.00% Senior Notes due 2024 500,000 496,476 486,905 500,000 495,708 479,950 4.125% Senior Notes due 2026 500,000 494,115 471,770 500,000 493,264 454,200 4.75% Senior Notes due 2023 1,100,000 1,091,988 1,104,961 1,100,000 1,089,742 1,099,890 5.50% Senior Notes due 2028 850,000 840,420 839,035 850,000 839,302 841,526 6.50% Senior Notes due 2048 550,000 539,009 518,678 550,000 538,623 549,566 Total debt $ 5,802,500 $ 5,761,999 $ 5,723,849 $ 4,125,000 $ 4,081,639 $ 4,050,132 (a) Carrying value of the senior notes represents principal amount less unamortized debt issuance costs and debt discounts. (b) See Note 1 for a discussion of fair value measurements. |
Net Income per Limited Partne_2
Net Income per Limited Partner Unit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Diluted | The following table presents EQM's calculation of net income per limited partner unit for common and Class B limited partner units. Years Ended 2019 2018 (a) 2017 (Thousand) Net income attributable to EQM $ 183,373 $ 668,002 $ 609,626 Less: Series A Preferred Units interest in net income (73,981 ) — — Less: pre-acquisition net income allocated to EQT — (164,242 ) (37,722 ) Less: general partner interest in net income – general partner units — (6,104 ) (10,060 ) Less: general partner interest in net income – IDRs — (255,927 ) (143,531 ) Limited partner interest in net income $ 109,392 $ 241,729 $ 418,313 Net income allocable to common units $ 109,392 $ 241,729 $ 418,313 Net income allocable to Class B units $ — $ — $ — Weighted average limited partner common units outstanding - basic 189,085 99,303 80,603 Weighted average limited partner common units outstanding - diluted (b) 196,085 99,303 80,603 Net income per limited partner common unit - basic $ 0.58 $ 2.43 $ 5.19 Net income per limited partner common unit - diluted $ 0.56 $ 2.43 $ 5.19 (a) Net income attributable to the Drop-Down Transaction and the EQM-RMP Merger for the periods prior to May 1, 2018 and July 23, 2018, respectively, was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the EQM unitholders. (b) For the year ended December 31, 2019 , 7,000,000 Class B units were included in the calculation of diluted weighted average limited partner units outstanding based upon the application of the if-converted method. The effect of the 24,605,291 Series A Preferred Units was anti-dilutive. |
Schedule of Earnings Per Share, Basic | The following table presents EQM's calculation of net income per limited partner unit for common and Class B limited partner units. Years Ended 2019 2018 (a) 2017 (Thousand) Net income attributable to EQM $ 183,373 $ 668,002 $ 609,626 Less: Series A Preferred Units interest in net income (73,981 ) — — Less: pre-acquisition net income allocated to EQT — (164,242 ) (37,722 ) Less: general partner interest in net income – general partner units — (6,104 ) (10,060 ) Less: general partner interest in net income – IDRs — (255,927 ) (143,531 ) Limited partner interest in net income $ 109,392 $ 241,729 $ 418,313 Net income allocable to common units $ 109,392 $ 241,729 $ 418,313 Net income allocable to Class B units $ — $ — $ — Weighted average limited partner common units outstanding - basic 189,085 99,303 80,603 Weighted average limited partner common units outstanding - diluted (b) 196,085 99,303 80,603 Net income per limited partner common unit - basic $ 0.58 $ 2.43 $ 5.19 Net income per limited partner common unit - diluted $ 0.56 $ 2.43 $ 5.19 (a) Net income attributable to the Drop-Down Transaction and the EQM-RMP Merger for the periods prior to May 1, 2018 and July 23, 2018, respectively, was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the EQM unitholders. (b) For the year ended December 31, 2019 , 7,000,000 Class B units were included in the calculation of diluted weighted average limited partner units outstanding based upon the application of the if-converted method. The effect of the 24,605,291 Series A Preferred Units was anti-dilutive. |
Regulatory Assets and Liabili_2
Regulatory Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Schedule of Regulatory Assets | Regulatory assets and regulatory liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. As of December 31, 2019 2018 (Thousands) Regulatory assets: Deferred taxes (a) $ 11,387 $ 12,232 Other recoverable costs (b) 4,550 4,312 Total regulatory assets $ 15,937 $ 16,544 Regulatory liabilities: Deferred taxes (a) $ 9,750 $ 10,119 On-going post-retirement benefits other than pensions (c) 11,225 10,132 Other reimbursable costs 1,076 1,082 Total regulatory liabilities $ 22,051 $ 21,333 (a) The regulatory asset for deferred taxes primarily related to deferred income taxes recoverable through future rates on a historical deferred tax position and the equity component of AFUDC. The regulatory liability for deferred taxes relates to a revaluation of the historical difference between the regulatory and tax bases of regulated property, plant and equipment. EQM expects to recover the amortization of the deferred tax positions ratably over the corresponding life of the underlying assets that created the differences. Taxes on the equity component of AFUDC and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate. (b) Regulatory assets associated with other recoverable costs primarily related to the recoverable settlement charges associated with the termination of the EQT Corporation Retirement Plan for Employees (the EQT Retirement Plan), a defined benefit pension plan previously sponsored by EQT, effective December 31, 2014. In March 2016, the IRS issued a favorable determination letter for the termination of the EQT Retirement Plan. In the third quarter of 2016, EQM reimbursed EQT approximately $5.2 million for its proportionate share of such funding related to retirees of Equitrans. The settlement charge is recoverable in FERC approved rates and thus was recorded as a regulatory asset and is amortized for rate recovery purposes over a period of 16 years . (c) EQM defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates. |
Schedule of Regulatory Liabilities | Regulatory assets and regulatory liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. As of December 31, 2019 2018 (Thousands) Regulatory assets: Deferred taxes (a) $ 11,387 $ 12,232 Other recoverable costs (b) 4,550 4,312 Total regulatory assets $ 15,937 $ 16,544 Regulatory liabilities: Deferred taxes (a) $ 9,750 $ 10,119 On-going post-retirement benefits other than pensions (c) 11,225 10,132 Other reimbursable costs 1,076 1,082 Total regulatory liabilities $ 22,051 $ 21,333 (a) The regulatory asset for deferred taxes primarily related to deferred income taxes recoverable through future rates on a historical deferred tax position and the equity component of AFUDC. The regulatory liability for deferred taxes relates to a revaluation of the historical difference between the regulatory and tax bases of regulated property, plant and equipment. EQM expects to recover the amortization of the deferred tax positions ratably over the corresponding life of the underlying assets that created the differences. Taxes on the equity component of AFUDC and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate. (b) Regulatory assets associated with other recoverable costs primarily related to the recoverable settlement charges associated with the termination of the EQT Corporation Retirement Plan for Employees (the EQT Retirement Plan), a defined benefit pension plan previously sponsored by EQT, effective December 31, 2014. In March 2016, the IRS issued a favorable determination letter for the termination of the EQT Retirement Plan. In the third quarter of 2016, EQM reimbursed EQT approximately $5.2 million for its proportionate share of such funding related to retirees of Equitrans. The settlement charge is recoverable in FERC approved rates and thus was recorded as a regulatory asset and is amortized for rate recovery purposes over a period of 16 years . (c) EQM defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates. |
Interim Financial Information_2
Interim Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Operating Results | The following quarterly summary of operating results for the years ended December 31, 2019 and 2018 reflects variations due to the timing of acquisitions and divestitures (as discussed in Note 2 ), impairments of long-lived assets (as discussed in Note 3 ) and the seasonal nature of the transmission and storage business. Three Months Ended March 31 June 30 (c) September 30 (c) December 31 (c) (Thousands, except per unit amounts) 2019 Operating revenues $ 389,782 $ 406,167 $ 408,434 $ 425,859 Operating income (loss) 268,014 167,447 (31,077 ) (200,198 ) Net income (loss) 251,931 156,471 (40,215 ) (206,105 ) Net income (loss) attributable to EQM $ 251,931 $ 152,438 $ (10,518 ) $ (210,478 ) Net income (loss) per limited partner common unit: (a) Basic $ 1.63 $ 0.65 $ (0.18 ) $ (1.18 ) Diluted $ 1.56 $ 0.62 $ (0.18 ) $ (1.18 ) 2018 (b) Operating revenues $ 371,026 $ 374,697 $ 364,584 $ 384,791 Operating income (loss) 265,798 245,868 233,500 (18,513 ) Net income (loss) 262,843 234,685 209,927 (36,107 ) Net income (loss) attributable to EQM $ 260,350 $ 233,832 $ 209,927 $ (36,107 ) Net income (loss) per limited partner unit: (a) Basic and diluted $ 1.61 $ 1.09 $ 1.14 $ (0.89 ) (a) Quarterly net income (loss) per limited partner unit amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding and changes in outstanding units. (b) As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. (c) See Note 3 for disclosure regarding impairments of long-lived assets. |
Summary of Operations and Sig_4
Summary of Operations and Significant Accounting Policies - Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 13, 2019 | Feb. 22, 2019 | Feb. 13, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | ||
Class of Stock [Line Items] | |||||||||
Exchange of equity interests | [1] | $ 0 | |||||||
Cash purchase price of Series A preferred units (in dollars per share) | $ 48.77 | ||||||||
Common Units | |||||||||
Class of Stock [Line Items] | |||||||||
Partners' capital account, units issued (in shares) | 21,811,643 | ||||||||
General Partner | |||||||||
Class of Stock [Line Items] | |||||||||
Exchange of equity interests | $ 43,800 | $ (43,782) | [1] | ||||||
EQT Midstream Partners LP | Common Units | EQGP | |||||||||
Class of Stock [Line Items] | |||||||||
Partners' capital account, units canceled (in shares) | 21,811,643 | 21,811,643 | |||||||
EQT Midstream Partners LP | Common Units | Equitrans Midstream Holdings, LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Limited partner ownership interest | 59.90% | ||||||||
Class B Units | |||||||||
Class of Stock [Line Items] | |||||||||
Partners' capital account, units issued (in shares) | 7,000,000 | 0 | |||||||
Class B Units | Common Units | |||||||||
Class of Stock [Line Items] | |||||||||
Exchange of equity interests | [1] | $ 1,477 | |||||||
IDR Merger Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Newly-issued common units (in shares) | 80,000,000 | ||||||||
IDR Merger Agreement | General Partner | |||||||||
Class of Stock [Line Items] | |||||||||
Newly-issued common units (in shares) | 80,000,000 | ||||||||
IDR Merger Agreement | Class B Units | |||||||||
Class of Stock [Line Items] | |||||||||
Newly-issued common units (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | ||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate number of units owned (in shares) | 24,605,291 | ||||||||
Cash purchase price of Series A preferred units (in dollars per share) | $ 48.77 | ||||||||
Consideration received on transaction | $ 1,200,000 | ||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Summary of Operations and Sig_5
Summary of Operations and Significant Accounting Policies - Nature of Business (Details) | Dec. 31, 2019MMcf / dBcf / dinterstate_pipelineprimary_assetcompressor_unitfacilitygas_reservemihpBcf |
Segment Reporting Information [Line Items] | |
Number of primary assets through which services are provided | primary_asset | 3 |
Length of water pipeline (in miles) | 180 |
Number of fresh water impoundment facilities | facility | 28 |
Gathering System | |
Segment Reporting Information [Line Items] | |
Length of gathering lines (in miles) | 990 |
Oil and gas, daily capacity | Bcf / d | 4.4 |
Number of compressor units | compressor_unit | 130 |
Compression capacity | hp | 445,000 |
Length of FERC regulated low pressure lines | 920 |
High-Pressure Header Pipelines | |
Segment Reporting Information [Line Items] | |
Oil and gas, daily capacity | Bcf / d | 1 |
Transmission and Storage System | |
Segment Reporting Information [Line Items] | |
Oil and gas, daily capacity | Bcf / d | 4.4 |
Number of compressor units | compressor_unit | 39 |
Compression capacity | hp | 135,000 |
Length of FERC regulated low pressure lines | 950 |
Number of interstate pipelines connected by FERC-regulated interstate pipeline system | interstate_pipeline | 7 |
Number of associated natural gas storage reservoirs which supports FERC-regulated interstate pipeline system | gas_reserve | 18 |
Peak withdrawal capability per day of associated natural gas storage reservoirs | MMcf / d | 900 |
Working gas capacity of associated natural gas storage reservoirs | Bcf | 43 |
Summary of Operations and Sig_6
Summary of Operations and Significant Accounting Policies - Significant Accounting Policies (Details) $ in Thousands | 10 Months Ended | 12 Months Ended | 14 Months Ended | |||
Nov. 12, 2018segment | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018segment | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Total | $ | [1],[2] | $ 223,160 | $ 171,914 | $ 107,161 | ||
Number of segments | segment | 2 | 3 | 3 | |||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||
[2] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
Summary of Operations and Sig_7
Summary of Operations and Significant Accounting Policies - Accounts Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowances for doubtful accounts | $ 285 | $ 75 |
Summary of Operations and Sig_8
Summary of Operations and Significant Accounting Policies - Fair Value of Financial Instruments (Details) - Fair Value, Inputs, Level 3 - EES - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated value of preferred interest | $ 126 | $ 122 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated value of preferred interest | 110 | 115 |
Other Current Assets | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated value of preferred interest | $ 4.7 | $ 4.4 |
Summary of Operations and Sig_9
Summary of Operations and Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized internal costs | $ 47,600 | $ 54,400 | $ 46,500 |
Capitalized interest | 29,500 | 12,600 | $ 4,700 |
Assets | 8,572,499 | 6,367,530 | |
Less: accumulated depreciation | (857,377) | (560,902) | |
Net property, plant and equipment | $ 7,715,122 | $ 5,806,628 | |
Average depreciation rates | 2.60% | 2.70% | 1.80% |
Gathering System | |||
Property, Plant and Equipment [Line Items] | |||
Assets | $ 6,512,601 | $ 4,387,908 | |
Less: accumulated depreciation | (478,172) | (247,720) | |
Net property, plant and equipment | 6,034,429 | 4,140,188 | |
Gathering System | Equitrans Midstream | |||
Property, Plant and Equipment [Line Items] | |||
Assets | 59,100 | ||
Gathering System | Bolt-on Acquisition | |||
Property, Plant and Equipment [Line Items] | |||
Net property, plant and equipment | 1,200,000 | ||
Transmission and Storage System | |||
Property, Plant and Equipment [Line Items] | |||
Assets | 1,844,859 | 1,785,157 | |
Less: accumulated depreciation | (326,140) | (286,693) | |
Net property, plant and equipment | 1,518,719 | 1,498,464 | |
Water System | |||
Property, Plant and Equipment [Line Items] | |||
Assets | 215,039 | 194,465 | |
Less: accumulated depreciation | (53,065) | (26,489) | |
Net property, plant and equipment | $ 161,974 | $ 167,976 | |
Minimum | Gathering System | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | P20Y | ||
Minimum | Transmission and Storage System | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | P20Y | ||
Minimum | Water System | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | P10Y | ||
Maximum | Gathering System | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | P65Y | ||
Maximum | Transmission and Storage System | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | P50Y | ||
Maximum | Water System | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | P15Y |
Summary of Operations and Si_10
Summary of Operations and Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 01, 2019 | Apr. 10, 2019 | Nov. 13, 2017 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization of intangible assets | [1],[2] | $ 53,258 | $ 41,547 | $ 5,540 | ||||
Drop-Down Transaction | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible assets | $ 623,200 | |||||||
Estimated useful life | 15 years | |||||||
Estimated annual amortization expense | $ 41,500 | |||||||
Bolt-on Acquisition | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible assets | $ 311,000 | $ 317,000 | $ 311,000 | |||||
Estimated useful life | 7 years 3 months | 20 years | ||||||
Estimated annual amortization expense | 16,800 | |||||||
Amortization of intangible assets | $ (400) | $ 11,700 | ||||||
Eureka | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Estimated useful life | 20 years | |||||||
Hornet | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Estimated useful life | 7 years 3 months | |||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||
[2] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
Summary of Operations and Si_11
Summary of Operations and Significant Accounting Policies - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 934,200 | $ 623,200 |
Less: impairment of Hornet-related intangible assets | (36,405) | 0 |
Less: accumulated amortization | (100,356) | (47,087) |
Intangible assets, net | $ 797,439 | $ 576,113 |
Summary of Operations and Si_12
Summary of Operations and Significant Accounting Policies - Unamortized Debt Discount and Issuance Costs (Details) | Dec. 31, 2019USD ($) |
$3 Billion Facility | Credit Facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 3,000,000,000 |
Summary of Operations and Si_13
Summary of Operations and Significant Accounting Policies - Gas Imbalances (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Gas imbalance receivables | $ 0 | $ 3,300,000 |
Summary of Operations and Si_14
Summary of Operations and Significant Accounting Policies - Schedule of Assets Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
AROs at beginning of period | $ 11,935 | $ 9,321 |
Liabilities incurred | 0 | 231 |
Revisions in estimated liabilities | (201) | 1,928 |
Accretion expense | 567 | 455 |
AROs at end of period | $ 12,301 | $ 11,935 |
Summary of Operations and Si_15
Summary of Operations and Significant Accounting Policies - Schedule of Operating Revenues and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Operating revenues | $ 425,859 | $ 408,434 | $ 406,167 | $ 389,782 | $ 384,791 | $ 364,584 | $ 374,697 | $ 371,026 | $ 1,630,242 | [1],[2] | $ 1,495,098 | [1],[2] | $ 895,558 | [1],[2] |
EQT Transmission | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Operating revenues | 396,847 | 393,911 | 383,309 | |||||||||||
Operating expenses | $ 210,861 | $ 140,832 | $ 143,614 | |||||||||||
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||||||||||||
[2] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. See Note 8 . |
Summary of Operations and Si_16
Summary of Operations and Significant Accounting Policies - Schedule of Regulated Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Property, plant and equipment | $ 1,955,519 | $ 1,900,411 |
Accumulated depreciation | (436,275) | (317,988) |
Net property, plant and equipment | $ 1,519,244 | $ 1,582,423 |
Summary of Operations and Si_17
Summary of Operations and Significant Accounting Policies - AFUDC (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Interest Expense | |||
Schedule of Capitalization [Line Items] | |||
AFUDC applicable to interest cost | $ 1.4 | $ 1 | $ 0.8 |
Other Income | |||
Schedule of Capitalization [Line Items] | |||
AFUDC applicable to equity funds | $ 5.2 | $ 5.6 | $ 5.1 |
Summary of Operations and Si_18
Summary of Operations and Significant Accounting Policies - Recently Issued Accounting Standards (Details) - Scenario, Forecast - Accounting Standard Update 2016-13 $ in Millions | Jan. 01, 2020USD ($) |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative-effect adjustment to the opening balance of retained earnings | $ 3 |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative-effect adjustment to the opening balance of retained earnings | $ 4 |
Acquisitions, Mergers and Div_3
Acquisitions, Mergers and Divestitures - Narrative (Details) | Oct. 01, 2019 | Sep. 30, 2019USD ($) | Aug. 14, 2019USD ($)compressor_stationmi | Apr. 10, 2019USD ($)mi | Mar. 31, 2019USD ($) | Mar. 13, 2019USD ($) | May 01, 2018USD ($) | Apr. 25, 2018shares | Nov. 13, 2017USD ($)reporting_unit | Jul. 31, 2018shares | May 31, 2018USD ($)shares | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 01, 2018USD ($) | Jul. 23, 2018 | |||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Percentage of voting interests acquired | 25.00% | |||||||||||||||||||||
Payment of related interest and fees | [1] | $ 28,325,000 | $ 0 | $ 0 | ||||||||||||||||||
Interest, net of amount capitalized | [1] | 216,592,000 | 54,154,000 | 43,794,000 | ||||||||||||||||||
Transaction costs | [2] | 19,344,000 | 7,761,000 | 0 | ||||||||||||||||||
Goodwill | 486,698,000 | [3] | 1,123,813,000 | [3] | 1,384,872,000 | |||||||||||||||||
Impairment of long-lived assets | 0 | 0 | ||||||||||||||||||||
Amortization of intangible assets | [1],[2] | 53,258,000 | 41,547,000 | 5,540,000 | ||||||||||||||||||
Asset acquisitions, consideration transferred | $ 49,700,000 | $ 8,900,000 | ||||||||||||||||||||
Impairment of property | [2],[4] | 854,307,000 | 261,941,000 | $ 0 | ||||||||||||||||||
Number of reporting units | reporting_unit | 2 | |||||||||||||||||||||
Copley Gathering System | Disposal Group, Not Discontinued Operations | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Length of gathering lines (in miles) | mi | 530 | |||||||||||||||||||||
Impairment of property | $ 81,000,000 | |||||||||||||||||||||
Number of compressor stations and related assets | compressor_station | 4 | |||||||||||||||||||||
Purchase price of Copley gathering system | $ 1,000 | |||||||||||||||||||||
Eureka Midstream Holdings, LLC | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Percentage of voting interests acquired | 60.00% | |||||||||||||||||||||
Length of gathering lines (in miles) | mi | 190 | |||||||||||||||||||||
Fair value of noncontrolling interests assumed | $ 478,500,000 | $ 478,500,000 | $ 478,500,000 | |||||||||||||||||||
Hornet Midstream Holdings, LLC | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Percentage of voting interests acquired | 100.00% | |||||||||||||||||||||
Length of gathering lines (in miles) | mi | 15 | |||||||||||||||||||||
Payment of related interest and fees | $ 28,200,000 | |||||||||||||||||||||
Interest, net of amount capitalized | 100,000 | |||||||||||||||||||||
Bolt-on Acquisition | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Total consideration | 852,376,000 | 863,780,000 | $ 1,040,000,000 | |||||||||||||||||||
Cash consideration | 852,000,000 | |||||||||||||||||||||
Assumed pro-rata debt | $ 192,000,000 | |||||||||||||||||||||
Transaction costs | 17,000,000 | |||||||||||||||||||||
Acquisition-related expenses, professional fees | 15,300,000 | |||||||||||||||||||||
Acquisition-related expenses, compensation arrangements | 1,700,000 | |||||||||||||||||||||
Goodwill | 99,711,000 | 113,642,000 | 99,711,000 | 99,711,000 | 0 | |||||||||||||||||
Fair value of noncontrolling interests assumed | 478,460,000 | $ 486,062,000 | 478,460,000 | 478,460,000 | ||||||||||||||||||
Estimated useful life | 7 years 3 months | 20 years | ||||||||||||||||||||
Impairment of long-lived assets | 36,400,000 | |||||||||||||||||||||
Increase in expected annual amortization expense as a result of impairment | 1,000,000 | |||||||||||||||||||||
Amortization of intangible assets | (400,000) | 11,700,000 | ||||||||||||||||||||
Finite-lived intangible assets, amortization expense, next five years | 16,800,000 | |||||||||||||||||||||
EQM-RMP Merger | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Total consideration | $ 4,014,984,000 | |||||||||||||||||||||
Goodwill | 1,385,754,000 | $ 486,698,000 | $ 1,123,813,000 | |||||||||||||||||||
Fair value of noncontrolling interests assumed | 166,000,000 | |||||||||||||||||||||
EQM-RMP Merger | Rice Midstream Partners, LP | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Common stock conversion ratio | 0.3319 | |||||||||||||||||||||
Equity interest issued or issuable, number of shares (in shares) | shares | 33,975,777 | |||||||||||||||||||||
May 2018 Acquisition | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Cash consideration | $ 1,150,000,000 | |||||||||||||||||||||
Equity interest issued or issuable, number of shares (in shares) | shares | 5,889,282 | |||||||||||||||||||||
Drop-Down Transaction, EQM-RMP Mergers And Separation Transactions | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Goodwill | $ 1,384,900,000 | |||||||||||||||||||||
Strike Force Midstream | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Percentage of voting interests acquired | 25.00% | |||||||||||||||||||||
Total consideration | $ 175,000,000 | |||||||||||||||||||||
EQM Credit Facility | Credit Facility | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Maximum borrowing capacity | $ 3,000,000,000 | |||||||||||||||||||||
EQT Midstream Partners LP | EQM-RMP Merger | EQT and Subsidiaries | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Equity interest issued or issuable, number of shares (in shares) | shares | 9,544,530 | |||||||||||||||||||||
Strike Force Midstream | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Limited partner ownership interest | 100.00% | |||||||||||||||||||||
Strike Force Midstream | May 2018 Acquisition | Strike Force Midstream Holdings LLC | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Limited partner ownership interest | 75.00% | |||||||||||||||||||||
Gathering | Bolt-on Acquisition | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Goodwill | $ 99,700,000 | $ 99,700,000 | $ 99,700,000 | |||||||||||||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||||||||||||||
[2] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||||||||||||||||||||
[3] | See Note 3 for disclosures regarding impairments to goodwill. | |||||||||||||||||||||
[4] | See Note 3 for disclosure regarding impairments of long-lived assets. |
Acquisitions, Mergers and Div_4
Acquisitions, Mergers and Divestitures - Schedule of Purchase Price Allocation (Details) - USD ($) | Sep. 30, 2019 | Apr. 10, 2019 | Mar. 13, 2019 | Nov. 13, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 01, 2019 | Dec. 31, 2016 | ||||||
Fair value of assets acquired: | ||||||||||||||||||||
Cash | $ 52,900,000 | |||||||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||||||||
Beginning balance | $ 1,123,813,000 | [1] | $ 1,384,872,000 | |||||||||||||||||
Less: impairment of goodwill | $ (261,300,000) | $ 0 | (736,826,000) | (261,941,000) | ||||||||||||||||
Ending balance | $ 1,123,813,000 | [1] | $ 486,698,000 | [1] | 1,123,813,000 | [1] | 486,698,000 | [1] | 1,123,813,000 | [1] | $ 1,384,872,000 | |||||||||
Decrease in amortization expense | [2],[3] | (53,258,000) | (41,547,000) | $ (5,540,000) | ||||||||||||||||
Bolt-on Acquisition | ||||||||||||||||||||
Consideration given: | ||||||||||||||||||||
Cash consideration | $ 849,846,000 | $ 861,250,000 | ||||||||||||||||||
Buyout of Eureka Midstream Class B Units and incentive compensation | 2,530,000 | 2,530,000 | ||||||||||||||||||
Total consideration | 852,376,000 | 863,780,000 | $ 1,040,000,000 | |||||||||||||||||
Fair value of liabilities assumed: | ||||||||||||||||||||
Current liabilities | 42,601,000 | 52,458,000 | 42,601,000 | $ 42,601,000 | ||||||||||||||||
Long-term debt | 300,825,000 | 300,825,000 | 300,825,000 | 300,825,000 | ||||||||||||||||
Other long-term liabilities | 10,203,000 | 10,203,000 | 10,203,000 | 10,203,000 | ||||||||||||||||
Amount attributable to liabilities assumed | 353,629,000 | 363,486,000 | 353,629,000 | 353,629,000 | ||||||||||||||||
Fair value of assets acquired: | ||||||||||||||||||||
Cash | 15,145,000 | 15,145,000 | 15,145,000 | 15,145,000 | ||||||||||||||||
Accounts receivable | 16,817,000 | 16,817,000 | 16,817,000 | 16,817,000 | ||||||||||||||||
Inventory | 12,965,000 | 12,991,000 | 12,965,000 | 12,965,000 | ||||||||||||||||
Other current assets | 882,000 | 882,000 | 882,000 | 882,000 | ||||||||||||||||
Property, plant and equipment | 1,213,378,000 | 1,222,284,000 | 1,213,378,000 | 1,213,378,000 | ||||||||||||||||
Intangible assets | 311,000,000 | 317,000,000 | 311,000,000 | 311,000,000 | $ 311,000,000 | |||||||||||||||
Other assets | 14,567,000 | 14,567,000 | 14,567,000 | 14,567,000 | ||||||||||||||||
Amount attributable to assets acquired | 1,584,754,000 | 1,599,686,000 | 1,584,754,000 | 1,584,754,000 | ||||||||||||||||
Noncontrolling interests | (478,460,000) | (486,062,000) | (478,460,000) | (478,460,000) | ||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||||||||||||||||||
Total consideration | (11,404,000) | |||||||||||||||||||
Current liabilities | 9,857,000 | |||||||||||||||||||
Amount attributable to liabilities assumed | 9,857,000 | |||||||||||||||||||
Inventory | (26,000) | |||||||||||||||||||
Net property, plant and equipment | (8,906,000) | |||||||||||||||||||
Intangible assets | (6,000,000) | |||||||||||||||||||
Amount attributable to assets acquired | (14,932,000) | |||||||||||||||||||
Noncontrolling interests | (7,602,000) | |||||||||||||||||||
Goodwill purchase accounting adjustments | (13,931,000) | |||||||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||||||||
Beginning balance | 99,711,000 | |||||||||||||||||||
Less: impairment of goodwill | (99,711,000) | (99,700,000) | ||||||||||||||||||
Ending balance | $ 99,711,000 | $ 113,642,000 | 0 | $ 99,711,000 | 99,711,000 | 0 | ||||||||||||||
Decrease in amortization expense | $ 400,000 | (11,700,000) | ||||||||||||||||||
EQM-RMP Merger | ||||||||||||||||||||
Consideration given: | ||||||||||||||||||||
Total consideration | $ 4,014,984,000 | |||||||||||||||||||
Fair value of liabilities assumed: | ||||||||||||||||||||
Current liabilities | 117,124,000 | |||||||||||||||||||
Long-term debt | 266,000,000 | |||||||||||||||||||
Other long-term liabilities | 9,323,000 | |||||||||||||||||||
Fair value of assets acquired: | ||||||||||||||||||||
Current assets | 132,459,000 | |||||||||||||||||||
Property, plant and equipment | 2,265,900,000 | |||||||||||||||||||
Intangible assets | 623,200,000 | |||||||||||||||||||
Other assets | 118,000 | |||||||||||||||||||
Total fair value of assets acquired and liabilities assumed | 2,629,230,000 | |||||||||||||||||||
Noncontrolling interests | (166,000,000) | |||||||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||||||||
Beginning balance | 1,123,813,000 | |||||||||||||||||||
Less: impairment of goodwill | (261,941,000) | (637,115,000) | ||||||||||||||||||
Ending balance | $ 1,385,754,000 | $ 1,123,813,000 | $ 486,698,000 | $ 1,123,813,000 | $ 486,698,000 | $ 1,123,813,000 | ||||||||||||||
[1] | See Note 3 for disclosures regarding impairments to goodwill. | |||||||||||||||||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||||||||||||
[3] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
Acquisitions, Mergers and Div_5
Acquisitions, Mergers and Divestitures - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 934,200 | $ 623,200 |
Less: impairment of Hornet-related intangible assets | 36,405 | 0 |
Less: accumulated amortization | 100,356 | 47,087 |
Intangible assets, net | 797,439 | $ 576,113 |
Bolt-on Acquisition | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 311,000 | |
Less: impairment of Hornet-related intangible assets | 36,405 | |
Less: accumulated amortization | 11,711 | |
Intangible assets, net | $ 262,884 |
Acquisitions, Mergers and Div_6
Acquisitions, Mergers and Divestitures - Post-Acquisition Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Business Acquisition [Line Items] | ||||||||||||||||
Net loss attributable to noncontrolling interests | [1] | $ (21,291) | $ 3,346 | $ 734 | ||||||||||||
Net loss attributable to EQM | $ (210,478) | $ (10,518) | $ 152,438 | $ 251,931 | $ (36,107) | $ 209,927 | $ 233,832 | $ 260,350 | $ 183,373 | [1] | $ 668,002 | [1] | $ 609,626 | [1] | ||
Bolt-on Acquisition | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Operating revenues | $ 97,123 | |||||||||||||||
Operating loss attributable to EQM | (94,551) | |||||||||||||||
Net loss attributable to noncontrolling interests | (21,291) | |||||||||||||||
Net loss attributable to EQM | $ (80,631) | |||||||||||||||
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
Acquisitions, Mergers and Div_7
Acquisitions, Mergers and Divestitures - Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Bolt-on Acquisition | |||
Business Acquisition [Line Items] | |||
Pro forma operating revenues | $ 1,661,822 | $ 1,616,821 | $ 987,735 |
Pro forma net income | 190,234 | 709,067 | 626,854 |
Pro forma net income attributable to noncontrolling interests | (18,074) | 19,746 | 8,346 |
Pro forma net loss attributable to ETRN | $ 208,308 | $ 689,321 | $ 618,508 |
Pro forma loss per share (basic) (in dollars per share) | $ 0.53 | $ 2.93 | $ 2.58 |
Pro forma loss per share (diluted) (in dollars per share) | $ 0.51 | $ 2.83 | $ 2.49 |
EQM-RMP Merger | |||
Business Acquisition [Line Items] | |||
Pro forma operating revenues | $ 1,264,704 | ||
Pro forma net income | 781,273 | ||
Pro forma net income attributable to noncontrolling interests | 8,144 | ||
Pro forma net loss attributable to ETRN | $ 773,129 |
Impairments of Long-Lived Ass_3
Impairments of Long-Lived Assets - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 10, 2019 | Nov. 01, 2018 | ||||||
Business Acquisition [Line Items] | ||||||||||||||
Impairment of goodwill | $ 261,300,000 | $ 0 | $ 736,826,000 | $ 261,941,000 | ||||||||||
Goodwill | $ 486,698,000 | [1] | 1,123,813,000 | [1] | 486,698,000 | [1] | 1,123,813,000 | [1] | $ 1,384,872,000 | |||||
Impairment of property | [2],[3] | 854,307,000 | 261,941,000 | 0 | ||||||||||
Impairment of long-lived assets | 0 | 0 | ||||||||||||
Bolt-on Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Impairment of goodwill | 99,711,000 | 99,700,000 | ||||||||||||
Goodwill | 0 | 99,711,000 | 0 | $ 113,642,000 | ||||||||||
Impairment of intangible assets | 36,400,000 | |||||||||||||
Impairment of long-lived assets | 36,400,000 | |||||||||||||
RMP PA Gas Gathering | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Impairment of goodwill | 436,700,000 | 161,600,000 | 598,279,000 | 261,941,000 | ||||||||||
Goodwill | 486,698,000 | 1,084,977,000 | 486,698,000 | 1,084,977,000 | 1,346,918,000 | |||||||||
Eureka/Hornet | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Impairment of goodwill | $ 99,700,000 | 99,711,000 | 0 | |||||||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | |||||||||
Rice Retained Midstream | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Impairment of goodwill | 38,800,000 | 38,836,000 | 0 | |||||||||||
Goodwill | $ 0 | $ 38,836,000 | $ 0 | $ 38,836,000 | $ 37,954,000 | |||||||||
Copley Gathering System | Disposal Group, Not Discontinued Operations | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Impairment of property | $ 81,000,000 | |||||||||||||
Copley Gathering System | Disposal Group, Not Discontinued Operations | EQM Midstream Partners, LP | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Impairment of property | $ 81,000,000 | |||||||||||||
Line of Credit | EQM Credit Facility | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 3,000,000,000 | |||||||||||||
[1] | See Note 3 for disclosures regarding impairments to goodwill. | |||||||||||||
[2] | See Note 3 for disclosure regarding impairments of long-lived assets. | |||||||||||||
[3] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
Impairments of Long-Lived Ass_4
Impairments of Long-Lived Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Goodwill [Line Items] | |||||||
Beginning balance | $ 1,123,813,000 | [1] | $ 1,384,872,000 | ||||
Add: measurement period adjustments (Drop-Down Transaction) | 882,000 | ||||||
Less: impairment of goodwill | $ (261,300,000) | $ 0 | (736,826,000) | (261,941,000) | |||
Add: goodwill associated with Bolt-on Acquisition | 99,711,000 | ||||||
Ending balance | [1] | $ 486,698,000 | 1,123,813,000 | 486,698,000 | 1,123,813,000 | ||
Rice Retained Midstream | |||||||
Goodwill [Line Items] | |||||||
Beginning balance | 38,836,000 | 37,954,000 | |||||
Add: measurement period adjustments (Drop-Down Transaction) | 882,000 | ||||||
Less: impairment of goodwill | (38,800,000) | (38,836,000) | 0 | ||||
Add: goodwill associated with Bolt-on Acquisition | 0 | ||||||
Ending balance | 0 | 38,836,000 | 0 | 38,836,000 | |||
RMP PA Gas Gathering | |||||||
Goodwill [Line Items] | |||||||
Beginning balance | 1,084,977,000 | 1,346,918,000 | |||||
Add: measurement period adjustments (Drop-Down Transaction) | 0 | ||||||
Less: impairment of goodwill | (436,700,000) | (161,600,000) | (598,279,000) | (261,941,000) | |||
Add: goodwill associated with Bolt-on Acquisition | 0 | ||||||
Ending balance | 486,698,000 | 1,084,977,000 | 486,698,000 | 1,084,977,000 | |||
Eureka/Hornet | |||||||
Goodwill [Line Items] | |||||||
Beginning balance | 0 | 0 | |||||
Add: measurement period adjustments (Drop-Down Transaction) | 0 | ||||||
Less: impairment of goodwill | $ (99,700,000) | (99,711,000) | 0 | ||||
Add: goodwill associated with Bolt-on Acquisition | 99,711,000 | ||||||
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | |||
[1] | See Note 3 for disclosures regarding impairments to goodwill. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Transmission and Storage | |
Disaggregation of Revenue [Line Items] | |
Contract billing cycle | 21 days |
Weighted average remaining term | 14 years |
Gathering | |
Disaggregation of Revenue [Line Items] | |
Contract billing cycle | 21 days |
Weighted average remaining term | 11 years |
Water | |
Disaggregation of Revenue [Line Items] | |
Contract billing cycle | 30 days |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue Information, by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | $ 425,859 | $ 408,434 | $ 406,167 | $ 389,782 | $ 384,791 | $ 364,584 | $ 374,697 | $ 371,026 | $ 1,630,242 | [1],[2] | $ 1,495,098 | [1],[2] | $ 895,558 | [1],[2] |
Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 937,687 | 804,085 | 755,548 | |||||||||||
Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 612,764 | 579,786 | 126,405 | |||||||||||
Gathering | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 1,159,931 | 997,070 | 509,967 | |||||||||||
Gathering | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 581,118 | 447,360 | 407,355 | |||||||||||
Gathering | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 578,813 | 549,710 | 102,612 | |||||||||||
Transmission | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 390,520 | 386,801 | 371,986 | |||||||||||
Transmission | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 356,569 | 356,725 | 348,193 | |||||||||||
Transmission | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 33,951 | 30,076 | 23,793 | |||||||||||
Water | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 79,791 | 111,227 | 13,605 | |||||||||||
Water | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 0 | 0 | 0 | |||||||||||
Water | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | $ 0 | $ 0 | $ 0 | |||||||||||
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||||||||||||
[2] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. See Note 8 . |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 1,041,274 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 1,120,141 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 1,117,662 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 1,074,988 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 971,785 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 4,529,777 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 9,855,627 |
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 354,363 |
Remaining performance obligations, expected timing | 1 year |
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 375,020 |
Remaining performance obligations, expected timing | 1 year |
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 370,273 |
Remaining performance obligations, expected timing | 1 year |
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 332,404 |
Remaining performance obligations, expected timing | 1 year |
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 273,257 |
Remaining performance obligations, expected timing | 1 year |
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 2,489,864 |
Remaining performance obligations, expected timing | |
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 4,195,181 |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 35,536 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 2,000 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 2,000 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 0 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 0 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 0 |
Remaining performance obligations, expected timing | |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 39,536 |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 517,406 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 590,056 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 592,324 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 590,342 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 552,598 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 1,576,827 |
Remaining performance obligations, expected timing | |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 4,419,553 |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 133,969 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 153,065 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 153,065 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 152,242 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 145,930 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 463,086 |
Remaining performance obligations, expected timing | |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 1,201,357 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($)lease_agreement | Dec. 31, 2019USD ($)compressor_unit | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)lease_agreement | Apr. 10, 2019USD ($) | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, right-of-use asset | $ 51,100 | $ 51,100 | $ 51,100 | |||
Operating lease cost | 10,312 | |||||
Cash paid for operating lease liabilities | 9,100 | |||||
Operating lease, liability | 51,749 | 51,749 | 51,749 | |||
Operating lease, liability, current | $ 10,200 | $ 10,200 | $ 10,200 | |||
Weighted average remaining lease term | 8 years | 8 years | 8 years | |||
Weighted average discount rate | 5.50% | 5.50% | 5.50% | |||
Shared Leases Assignment | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, right-of-use asset | $ 33,000 | |||||
Number of leases | lease_agreement | 2 | |||||
Copley Gathering System | Disposal Group, Not Discontinued Operations | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, right-of-use asset | $ 20,000 | |||||
Number of leases | 10 | 1 | ||||
Operating lease cost | $ 4,700 | |||||
Accounting Standards Update 2016-02 | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, right-of-use asset | $ 2,300 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 10,312 |
Short-term lease cost | 4,560 |
Variable lease cost | 166 |
Total lease cost | $ 15,038 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 12,504 |
2021 | 10,249 |
2022 | 7,974 |
2023 | 5,607 |
2024 | 3,966 |
Thereafter | 24,728 |
Total | 65,028 |
Less: imputed interest | 13,279 |
Present value of operating lease liability | $ 51,749 |
Equity - Schedule of Common, Su
Equity - Schedule of Common, Subordinated and General Partner Units (Details) - shares | Feb. 13, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance (in shares) | 121,900,653 | 82,024,773 | |||
Units issued during the period (in shares) | 24,605,291 | 10,821 | |||
Units cancellation (in shares) | (8) | ||||
EQM IDR Transaction | 85,556,985 | ||||
Ending balance (in shares) | 232,062,921 | 121,900,653 | |||
IDR Merger Agreement | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Common units received (in shares) | 80,000,000 | ||||
Common Class B | IDR Merger Agreement | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Common units received (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | ||
Drop Down Transaction | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Units issued in Drop-down and Merger transactions(in shares) | 5,889,282 | ||||
EQM-RMP Merger | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Units issued in Drop-down and Merger transactions(in shares) | 33,975,777 | ||||
Limited Partner | Series A Preferred Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Units issued during the period (in shares) | 24,605,291 | ||||
Ending balance (in shares) | 24,605,291 | ||||
Limited Partner | Common Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance (in shares) | 120,457,638 | 80,581,758 | |||
Units issued during the period (in shares) | 10,821 | ||||
Units cancellation (in shares) | (8) | ||||
EQM IDR Transaction | 80,000,000 | ||||
Ending balance (in shares) | 200,457,630 | 120,457,638 | |||
Limited Partner | Common Class B | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
EQM IDR Transaction | 7,000,000 | ||||
Ending balance (in shares) | 7,000,000 | ||||
Limited Partner | Drop Down Transaction | Common Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Units issued in Drop-down and Merger transactions(in shares) | 5,889,282 | ||||
Limited Partner | EQM-RMP Merger | Common Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Units issued in Drop-down and Merger transactions(in shares) | 33,975,777 | ||||
General Partner Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance (in shares) | 1,443,015 | 1,443,015 | |||
EQM IDR Transaction | (1,443,015) | ||||
Ending balance (in shares) | 0 | 1,443,015 | |||
General Partner Units | IDR Merger Agreement | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Common units received (in shares) | 80,000,000 | ||||
General Partner Units | Common Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
EQM IDR Transaction | 87,000,000 | ||||
Limited Partner Units Common | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
EQM IDR Transaction | 21,811,643 | ||||
Limited Partner Units Common | EQT Midstream Partners LP | EQT GP Holdings LP | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Partners' capital account, units canceled (in shares) | 21,811,643 | 21,811,643 |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Millions | Mar. 13, 2019USD ($)day$ / sharesshares | Feb. 13, 2019shares | Feb. 28, 2019shares | Sep. 30, 2019shares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018shares |
Class of Stock [Line Items] | ||||||
Cash purchase price of Series A preferred units (in dollars per share) | $ / shares | $ 48.77 | |||||
Distributions paid to holders (dollars per common unit) | $ / shares | $ 1.0364 | |||||
Cumulative quarterly distribution increasing percentage (A) | 2.59% | |||||
Cumulative quarterly distribution increasing percentage (B) | 6.90% | |||||
Conversion units | $ | $ 30 | |||||
Threshold trading days | day | 20 | |||||
Threshold amount of stock price trigger (in shares) | 500,000 | |||||
Threshold consecutive trading days | day | 20 | |||||
Conversion basis | 100.00% | |||||
EQT Midstream Partners LP | Public Owned | ||||||
Class of Stock [Line Items] | ||||||
Limited partner ownership interest | 40.10% | |||||
Limited Partner Units Common | EQT Midstream Partners LP | Equitrans Gathering Holdings, LLC | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 89,505,616 | |||||
Limited Partner Units Common | EQT Midstream Partners LP | EQM GP Corporation | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 89,536 | |||||
Limited Partner Units Common | EQT Midstream Partners LP | Equitrans Midstream Holdings, LLC | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 27,650,303 | |||||
Limited partner ownership interest | 59.90% | |||||
Limited Partner Units Common | EQT Midstream Partners LP | Equitrans Midstream | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 117,245,455 | |||||
Limited partner ownership interest | 59.90% | |||||
Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 7,000,000 | 0 | ||||
Units convertible as of April 1, 2021 (in shares) | 2,500,000 | |||||
Units convertible as of April 1, 2022 (in shares) | 2,500,000 | |||||
Units convertible as of April 1, 2023 (in shares) | 2,000,000 | |||||
Common Class B | Equitrans Midstream | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 7,000,000 | |||||
Common Class B | Limited Partner Units Common | EQT Midstream Partners LP | Equitrans Gathering Holdings, LLC | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 6,153,907 | |||||
Common Class B | Limited Partner Units Common | EQT Midstream Partners LP | EQM GP Corporation | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 6,155 | |||||
Common Class B | Limited Partner Units Common | EQT Midstream Partners LP | Equitrans Midstream Holdings, LLC | ||||||
Class of Stock [Line Items] | ||||||
Common units outstanding (in shares) | 839,938 | |||||
IDR Merger Agreement | ||||||
Class of Stock [Line Items] | ||||||
Common units received (in shares) | 80,000,000 | |||||
Units convertible as of April 1, 2021 (in shares) | 2,500,000 | |||||
Units convertible as of April 1, 2022 (in shares) | 2,500,000 | |||||
Units convertible as of April 1, 2023 (in shares) | 2,000,000 | |||||
IDR Merger Agreement | Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common units received (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | |||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Aggregate number of units owned (in shares) | 24,605,291 | |||||
Cash purchase price of Series A preferred units (in dollars per share) | $ / shares | $ 48.77 | |||||
Total gross proceeds | $ | $ 1,200 | |||||
Distributions paid to holders (dollars per common unit) | $ / shares | $ 1.0364 | |||||
Cumulative quarterly distribution increasing percentage (B) | 1.725% | |||||
Private Placement | EQT Midstream Partners LP | ||||||
Class of Stock [Line Items] | ||||||
Cash purchase price of Series A preferred units (in dollars per share) | $ / shares | $ 68.28 | |||||
Cumulative quarterly distribution increasing percentage (A) | 2.59% | |||||
Cumulative quarterly distribution increasing percentage (B) | 6.90% |
Financial Information by Busi_3
Financial Information by Business Segment - Narrative (Details) | 10 Months Ended | 12 Months Ended | 14 Months Ended |
Nov. 12, 2018segment | Dec. 31, 2019segmentbusiness_line | Dec. 31, 2018segment | |
Segment Reporting [Abstract] | |||
Number of segments | segment | 2 | 3 | 3 |
Number of lines of business | business_line | 3 |
Financial Information by Busi_4
Financial Information by Business Segment - Schedule of Revenue from External Customers (Including Affiliates) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Revenues from customers: | |||||||||||||||
Total operating revenues | $ 425,859,000 | $ 408,434,000 | $ 406,167,000 | $ 389,782,000 | $ 384,791,000 | $ 364,584,000 | $ 374,697,000 | $ 371,026,000 | $ 1,630,242,000 | [1],[2] | $ 1,495,098,000 | [1],[2] | $ 895,558,000 | [1],[2] | |
Operating (loss) income: | |||||||||||||||
Total operating income | (200,198,000) | (31,077,000) | 167,447,000 | 268,014,000 | (18,513,000) | 233,500,000 | 245,868,000 | 265,798,000 | 204,186,000 | [1] | 726,653,000 | [1] | 620,705,000 | [1] | |
Reconciliation of operating income to net income: | |||||||||||||||
Equity income | [1],[3],[4],[5] | 163,279,000 | 61,778,000 | 22,171,000 | |||||||||||
Other income | 4,601,000 | 5,011,000 | 4,439,000 | ||||||||||||
Net interest expense | [1],[6] | 209,984,000 | 122,094,000 | 36,955,000 | |||||||||||
Net income | $ (206,105,000) | $ (40,215,000) | $ 156,471,000 | $ 251,931,000 | (36,107,000) | $ 209,927,000 | $ 234,685,000 | $ 262,843,000 | 162,082,000 | [1],[3],[7] | 671,348,000 | [1],[3],[7] | 610,360,000 | [1],[3],[7] | |
Impairment of long-lived assets | 0 | 0 | |||||||||||||
Gathering | |||||||||||||||
Revenues from customers: | |||||||||||||||
Total operating revenues | 1,159,931,000 | 997,070,000 | 509,967,000 | ||||||||||||
Transmission | |||||||||||||||
Revenues from customers: | |||||||||||||||
Total operating revenues | 390,520,000 | 386,801,000 | 371,986,000 | ||||||||||||
Water | |||||||||||||||
Revenues from customers: | |||||||||||||||
Total operating revenues | 79,791,000 | 111,227,000 | 13,605,000 | ||||||||||||
Operating Segments | |||||||||||||||
Revenues from customers: | |||||||||||||||
Total operating revenues | 1,630,242,000 | 1,495,098,000 | 895,558,000 | ||||||||||||
Operating (loss) income: | |||||||||||||||
Total operating income | 204,186,000 | 726,653,000 | 620,705,000 | ||||||||||||
Operating Segments | Gathering | |||||||||||||||
Revenues from customers: | |||||||||||||||
Total operating revenues | 1,159,931,000 | 997,070,000 | 509,967,000 | ||||||||||||
Operating (loss) income: | |||||||||||||||
Total operating income | (88,850,000) | 423,407,000 | 369,093,000 | ||||||||||||
Reconciliation of operating income to net income: | |||||||||||||||
Impairment of long-lived assets | $ 261,900,000 | 854,300,000 | |||||||||||||
Operating Segments | Transmission | |||||||||||||||
Revenues from customers: | |||||||||||||||
Total operating revenues | 390,520,000 | 386,801,000 | 371,986,000 | ||||||||||||
Operating (loss) income: | |||||||||||||||
Total operating income | 277,731,000 | 265,579,000 | 247,467,000 | ||||||||||||
Operating Segments | Water | |||||||||||||||
Revenues from customers: | |||||||||||||||
Total operating revenues | 79,791,000 | 111,227,000 | 13,605,000 | ||||||||||||
Operating (loss) income: | |||||||||||||||
Total operating income | $ 15,305,000 | $ 37,667,000 | $ 4,145,000 | ||||||||||||
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | ||||||||||||||
[2] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. See Note 8 . | ||||||||||||||
[3] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | ||||||||||||||
[4] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9 . | ||||||||||||||
[5] | Represents equity income from the MVP Joint Venture. See Note 9 . | ||||||||||||||
[6] | For the years ended December 31, 2019 , 2018 and 2017 , net interest expense included interest income on the preferred interest that EQM has in EQT Energy Supply, LLC (EES) (the Preferred Interest) of $6.3 million , $6.6 million and $6.8 million , respectively. | ||||||||||||||
[7] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Financial Information by Busi_5
Financial Information by Business Segment - Schedule of Segment Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Segment assets: | ||||
Total assets | $ 11,815,019 | $ 9,456,121 | $ 7,998,835 | |
Operating Segments | ||||
Segment assets: | ||||
Total assets | 11,679,058 | 9,315,915 | 7,811,933 | |
Operating Segments | Gathering | ||||
Segment assets: | ||||
Total assets | 7,572,911 | 6,011,654 | 5,656,094 | |
Operating Segments | Transmission | ||||
Segment assets: | ||||
Total assets | 3,903,707 | 3,066,659 | 1,947,566 | |
Operating Segments | Water | ||||
Segment assets: | ||||
Total assets | 202,440 | 237,602 | $ 208,273 | |
Headquarters, including cash | ||||
Segment assets: | ||||
Total assets | $ 135,961 | $ 140,206 | $ 186,902 |
Financial Information by Busi_6
Financial Information by Business Segment - Schedule of Depreciation, Amortization and Expenditures for Segment Assets (Details) - USD ($) $ in Thousands | Apr. 10, 2019 | Nov. 13, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation: | |||||||
Total | [1],[2] | $ 223,160 | $ 171,914 | $ 107,161 | |||
Expenditures for segment assets: | |||||||
Accrued capital expenditures | $ 8,800 | $ 72,300 | 85,800 | 108,900 | 90,700 | $ 26,700 | |
Operating Segments | |||||||
Depreciation: | |||||||
Total | 223,160 | 171,914 | 107,161 | ||||
Expenditures for segment assets: | |||||||
Total | 990,574 | 855,238 | 371,857 | ||||
Operating Segments | Gathering | |||||||
Depreciation: | |||||||
Total | 144,310 | 98,678 | 44,957 | ||||
Expenditures for segment assets: | |||||||
Total | 893,804 | 717,251 | 254,522 | ||||
Operating Segments | Transmission | |||||||
Depreciation: | |||||||
Total | 51,935 | 49,723 | 58,689 | ||||
Expenditures for segment assets: | |||||||
Total | 59,313 | 114,450 | 111,102 | ||||
Operating Segments | Water | |||||||
Depreciation: | |||||||
Total | 26,915 | 23,513 | 3,515 | ||||
Expenditures for segment assets: | |||||||
Total | 37,457 | 23,537 | 6,233 | ||||
Equitrans Midstream | Operating Segments | Gathering | |||||||
Expenditures for segment assets: | |||||||
Total | 59,100 | ||||||
Eureka Midstream Holdings, LLC | Operating Segments | Gathering | |||||||
Expenditures for segment assets: | |||||||
Total | $ 25,900 | ||||||
MVP Joint Venture | Operating Segments | Transmission | |||||||
Expenditures for segment assets: | |||||||
Total | $ 913,200 | $ 159,600 | |||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | ||||||
[2] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Dec. 31, 2019 |
EQT Midstream Partners LP | EQT and Subsidiaries | |
Related Party Transaction [Line Items] | |
Ownership percentage | 19.90% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Reimbursement Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Reimbursements to EQT | ||||
Operating and maintenance expense | [1],[2] | $ 165,367 | $ 163,451 | $ 84,831 |
Selling, general and administrative expense | [1],[2] | 110,620 | 121,831 | 77,321 |
EQT | Omnibus Agreement | ||||
Reimbursements to EQT | ||||
Operating and maintenance expense | 0 | 49,778 | 39,957 | |
Selling, general and administrative expense | 0 | 81,725 | 67,424 | |
Reimbursements from EQT | ||||
Plugging and abandonment | 0 | 0 | 4 | |
Bare steel replacement | 711 | 3,866 | 15,704 | |
Equitrans Midstream | EES | Omnibus Agreement | ||||
Reimbursements to EQT | ||||
Operating and maintenance expense | 52,713 | 0 | 0 | |
Selling, general and administrative expense | $ 89,187 | $ 16,335 | $ 0 | |
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||
[2] | For the year ended December 31, 2019 , operating and maintenance expense included approximately $52.7 million in charges from Equitrans Midstream Corporation. In the Successor period (defined in Note 1) from November 13, 2018 to December 31, 2018, operating and maintenance expense did not include any charges from Equitrans Midstream Corporation. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the year ended December 31, 2017 , operating and maintenance expense included charges from EQT of $49.8 million and $40.2 million , respectively. For the year ended December 31, 2019 and for the period from November 13, 2018 to December 31, 2018, selling, general and administrative expense included charges from Equitrans Midstream Corporation of $89.2 million and $16.3 million , respectively. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the year ended December 31, 2017 , selling, general and administrative expense included charges from EQT of $81.7 million and $72.6 million , respectively. See Note 8 . |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2020 | Jan. 15, 2020 | Jan. 16, 2019 | Dec. 31, 2018 | Nov. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Related Party Transaction [Line Items] | ||||||||||||
Operating and maintenance expense | [1],[2] | $ 165,367 | $ 163,451 | $ 84,831 | ||||||||
Selling, general and administrative expense | [1],[2] | 110,620 | 121,831 | 77,321 | ||||||||
Transaction costs | (1,404) | 7,761 | 0 | |||||||||
Equity income | 163,279 | 61,778 | 22,171 | |||||||||
Distributions to the EQM General Partner | 0 | 361,575 | 235,167 | |||||||||
Capital contributions to the MVP Joint Venture | [3] | 774,593 | 913,195 | 159,550 | ||||||||
Capital contributions from Equitrans Midstream / EQT | [4] | $ 711 | $ 3,866 | $ 15,463 | ||||||||
Cash distribution declared per common unit (in USD per share) | $ 1.13 | $ 4.63 | [1],[5] | $ 4.40 | [1],[5] | $ 3.83 | [1],[5] | |||||
EQT and Subsidiaries | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating revenues | $ 1,122,626 | $ 1,111,289 | $ 665,939 | |||||||||
Operating and maintenance expense | $ 49,800 | 52,713 | 49,778 | 40,204 | ||||||||
Selling, general and administrative expense | $ 16,300 | $ 81,700 | 89,187 | 98,060 | 72,592 | |||||||
EES | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest income on Preferred Interest (see Note 1) | 6,324 | 6,578 | 6,818 | |||||||||
Principal payments received on Preferred Interest (see Note 1) | 4,661 | 4,406 | 4,166 | |||||||||
Equitrans Midstream | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Distributions to the EQM General Partner | 542,260 | 0 | 0 | |||||||||
EQT | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Capital contributions from Equitrans Midstream / EQT | 711 | 3,866 | 15,463 | |||||||||
Net contributions from EQT | 0 | 3,001 | 29,711 | |||||||||
Subsequent Event | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.3875 | $ 1.16 | ||||||||||
MVP Joint Venture | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Capital contributions to the MVP Joint Venture | $ 774,593 | $ 913,195 | $ 159,550 | |||||||||
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||||||||||
[2] | For the year ended December 31, 2019 , operating and maintenance expense included approximately $52.7 million in charges from Equitrans Midstream Corporation. In the Successor period (defined in Note 1) from November 13, 2018 to December 31, 2018, operating and maintenance expense did not include any charges from Equitrans Midstream Corporation. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the year ended December 31, 2017 , operating and maintenance expense included charges from EQT of $49.8 million and $40.2 million , respectively. For the year ended December 31, 2019 and for the period from November 13, 2018 to December 31, 2018, selling, general and administrative expense included charges from Equitrans Midstream Corporation of $89.2 million and $16.3 million , respectively. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the year ended December 31, 2017 , selling, general and administrative expense included charges from EQT of $81.7 million and $72.6 million , respectively. See Note 8 . | |||||||||||
[3] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||||
[4] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||||
[5] | Represents the cash distributions declared related to the period presented. See Note 10 . |
Related Party Transactions - _2
Related Party Transactions - Summary of Related Party Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Accounts receivable – related party | $ 175,153 | $ 174,767 |
Due to related party | 39,009 | 78,465 |
Capital contribution payable to the MVP Joint Venture | 45,150 | 169,202 |
Investment in unconsolidated entity | 2,324,108 | 1,510,289 |
EES | ||
Related Party Transaction [Line Items] | ||
Preferred Interest in EES (see Note 1 and Note 7) | $ 110,059 | $ 114,720 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Nov. 30, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)mi | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 04, 2019USD ($) | Oct. 01, 2019USD ($) | Jul. 01, 2019USD ($) | Feb. 28, 2019USD ($) | Jan. 31, 2019USD ($) | ||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Capital contributions to the MVP Joint Venture | [1] | $ 774,593 | $ 913,195 | $ 159,550 | |||||||||
Ownership amount | [1] | $ 0 | 11,302 | 0 | |||||||||
MVP | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Length of pipeline (in miles) | mi | 300 | ||||||||||||
Issuance of performance guarantee | $ 530,000 | ||||||||||||
MVP Southgate Project | EQT Midstream Partners LP | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Length of pipeline (in miles) | mi | 75 | ||||||||||||
MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Capital contributions to the MVP Joint Venture | $ 774,593 | $ 913,195 | $ 159,550 | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Issuance of performance guarantee | $ 261,000 | ||||||||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | 33.00% | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Issuance of performance guarantee | $ 14,000 | ||||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership interest | 45.50% | ||||||||||||
Capital call notice | $ 45,200 | ||||||||||||
Maximum financial statement exposure | $ 2,516,000 | ||||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Scenario, Forecast | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Capital contributions to the MVP Joint Venture | $ 86,000 | ||||||||||||
Capital call notice | $ 37,700 | ||||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership interest | 47.20% | ||||||||||||
Performance Guarantee | Variable Interest Entity, Not Primary Beneficiary | MVP | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Replacement performance guarantees in amounts | $ 223,000 | $ 256,000 | $ 249,000 | ||||||||||
Minimum | MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership interest | 45.50% | ||||||||||||
Maximum | MVP Southgate Project | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership interest | 47.00% | ||||||||||||
Beneficial Owner | MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership interest | 66.67% | ||||||||||||
Subsequent Event | MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Letters of credit issued | 220,200 | ||||||||||||
Subsequent Event | MVP Southgate Project | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Letters of credit issued | $ 14,200 | ||||||||||||
Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership amount | $ 7,500 | ||||||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Investment in Unconsolidated _4
Investment in Unconsolidated Entity - Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity (Details) - MVP Joint Venture - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Consolidated Balance Sheets | |||
Current assets | $ 102,638 | $ 615,926 | |
Noncurrent assets | 4,951,521 | 3,202,506 | |
Total assets | 5,054,159 | 3,818,432 | |
Current liabilities | 223,645 | 606,366 | |
Equity | 4,830,514 | 3,212,066 | |
Total liabilities and equity | 5,054,159 | 3,818,432 | |
Condensed Statements of Consolidated Operations | |||
Environmental remediation | (2,416) | 0 | $ 0 |
Other income | 6,243 | 5,762 | 528 |
AFUDC - equity | 245,890 | 90,791 | 32,054 |
Net interest income | 105,382 | 38,911 | 16,146 |
Net income | $ 355,099 | $ 135,464 | $ 48,728 |
Cash Distributions (Details)
Cash Distributions (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 27, 2020 | Feb. 04, 2020 | Jan. 15, 2020 | Jan. 16, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | [1],[2] | Dec. 31, 2017 | [1],[2] | |
Distribution Made to Limited Partner [Line Items] | ||||||||||
Distributions paid to holders (dollars per common unit) | $ 1.0364 | |||||||||
Cash purchase price for Series A Preferred Units (in dollars per share) | $ 48.77 | |||||||||
Cumulative quarterly distribution increasing percentage (A) | 2.59% | |||||||||
Cumulative quarterly distribution increasing percentage (B) | 6.90% | |||||||||
Threshold period for partnership agreement | 45 days | |||||||||
Cash distribution declared per common unit (in USD per share) | $ 1.13 | $ 4.63 | [1],[2] | $ 4.40 | $ 3.83 | |||||
Subsequent Event | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.3875 | $ 1.16 | ||||||||
Cash distribution declared (USD per share) | $ 136 | |||||||||
Reduction to quarterly distribution (percentage) | 67.00% | |||||||||
General Partner | Subsequent Event | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Distributions paid to holders (dollars per common unit) | $ 1.0364 | |||||||||
Common Class B | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Units convertible as of April 1, 2021 | 2.5 | |||||||||
Units convertible as of April 1, 2022 | 2.5 | |||||||||
Units convertible as of April 1, 2023 | 2 | |||||||||
[1] | Represents the cash distributions declared related to the period presented. See Note 10 . | |||||||||
[2] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
Equity-Based Compensation Plan
Equity-Based Compensation Plan (Details) $ / shares in Units, $ in Millions | Jul. 23, 2018shares | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares |
Share-based compensation expense recorded by the Company | |||||
Equity-based compensation expense | $ | $ 0.3 | $ 0.4 | $ 0.2 | ||
Units converted (in shares) | 85,556,985 | ||||
Phantom Units | |||||
Share-based compensation expense recorded by the Company | |||||
Performance awards (in shares) | 26,700 | ||||
Common units (in shares) | 5,910 | 5,100 | 2,940 | ||
Weighted average fair value (in USD per share) | $ / shares | $ 43.25 | $ 68.66 | $ 76.68 | ||
EQM-RMP Merger | Phantom Units | |||||
Share-based compensation expense recorded by the Company | |||||
Equity-based compensation expense | $ | $ 0.1 | $ 0.9 | |||
Rice Midstream Partners, LP | EQM-RMP Merger | |||||
Share-based compensation expense recorded by the Company | |||||
Common stock conversion ratio | 0.3319 | ||||
Rice Midstream Partners, LP | EQM-RMP Merger | Phantom Units | |||||
Share-based compensation expense recorded by the Company | |||||
Number of shares outstanding and vested (in shares) | 36,220 | ||||
EQM Midstream Partners, LP | EQM-RMP Merger | Phantom Units | |||||
Share-based compensation expense recorded by the Company | |||||
Units converted (in shares) | 12,024 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Line of Credit | Eureka Credit Facility | |||
Debt Instrument [Line Items] | |||
Principal | $ 292,500,000 | $ 0 | |
Term Loans | 2019 EQM Term Loan | |||
Debt Instrument [Line Items] | |||
Principal | $ 1,400,000,000 | 0 | |
Senior Notes | 4.00% Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.00% | ||
Principal | $ 500,000,000 | 500,000,000 | |
Senior Notes | 4.125% Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.125% | ||
Principal | $ 500,000,000 | 500,000,000 | |
Senior Notes | 4.75% Senior Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.75% | 4.75% | |
Principal | $ 1,100,000,000 | 1,100,000,000 | $ 1,100,000,000 |
Senior Notes | 5.50% Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.50% | 5.50% | |
Principal | $ 850,000,000 | 850,000,000 | $ 850,000,000 |
Senior Notes | 6.50% Senior Notes due 2048 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 6.50% | 6.50% | |
Principal | $ 550,000,000 | 550,000,000 | $ 550,000,000 |
Notes Payable to Banks | |||
Debt Instrument [Line Items] | |||
Principal | 5,802,500,000 | 4,125,000,000 | |
Revolving Credit Facility | $3 Billion Facility | |||
Debt Instrument [Line Items] | |||
Principal | 610,000,000 | 625,000,000 | |
Carrying Value | Line of Credit | Eureka Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 292,500,000 | 0 | |
Carrying Value | Term Loans | 2019 EQM Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,397,491,000 | 0 | |
Carrying Value | Senior Notes | 4.00% Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 496,476,000 | 495,708,000 | |
Carrying Value | Senior Notes | 4.125% Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 494,115,000 | 493,264,000 | |
Carrying Value | Senior Notes | 4.75% Senior Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,091,988,000 | 1,089,742,000 | |
Carrying Value | Senior Notes | 5.50% Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 840,420,000 | 839,302,000 | |
Carrying Value | Senior Notes | 6.50% Senior Notes due 2048 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 539,009,000 | 538,623,000 | |
Carrying Value | Notes Payable to Banks | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 5,761,999,000 | 4,081,639,000 | |
Carrying Value | Revolving Credit Facility | $3 Billion Facility | |||
Debt Instrument [Line Items] | |||
Facility outstanding | 610,000,000 | 625,000,000 | |
Fair Value | Line of Credit | Eureka Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | 292,500,000 | 0 | |
Fair Value | Term Loans | 2019 EQM Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | 1,400,000,000 | 0 | |
Fair Value | Senior Notes | 4.00% Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | 486,905,000 | 479,950,000 | |
Fair Value | Senior Notes | 4.125% Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | 471,770,000 | 454,200,000 | |
Fair Value | Senior Notes | 4.75% Senior Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | 1,104,961,000 | 1,099,890,000 | |
Fair Value | Senior Notes | 5.50% Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | 839,035,000 | 841,526,000 | |
Fair Value | Senior Notes | 6.50% Senior Notes due 2048 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | 518,678,000 | 549,566,000 | |
Fair Value | Notes Payable to Banks | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | 5,723,849,000 | 4,050,132,000 | |
Fair Value | Revolving Credit Facility | $3 Billion Facility | |||
Debt Instrument [Line Items] | |||
Facility outstanding | $ 610,000,000 | $ 625,000,000 |
Debt - Debt Maturity (Details)
Debt - Debt Maturity (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Combined aggregate amounts of maturities for long-term debt in 2020 | $ 0 |
Combined aggregate amounts of maturities for long-term debt in 2021 | 0 |
Combined aggregate amounts of maturities for long-term debt in 2022 | 1,400,000 |
Combined aggregate amounts of maturities for long-term debt in 2023 | 1,100,000 |
Combined aggregate amounts of maturities for long-term debt in 2024 | 500,000 |
Combined aggregate amounts of maturities for long-term debt in 2025 and thereafter | $ 1,900,000 |
Debt - $3 Billion Facility (Det
Debt - $3 Billion Facility (Details) | Oct. 31, 2018USD ($)lender | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 31, 2019 |
Debt Instrument [Line Items] | |||||
Consolidated leverage ratio (not more than) | 5 | ||||
Letters of credit outstanding | $ 902,500,000 | $ 625,000,000 | |||
$3 Billion Credit Facility | Same-Day Swing Line Advances | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 250,000,000 | ||||
$3 Billion Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 3,000,000,000 | ||||
Additional borrowing capacity | 750,000,000 | ||||
Number of potential term loan lenders | lender | 1 | ||||
Term loans outstanding | $ 0 | ||||
Consolidated leverage ratio (not more than) | 5 | ||||
Consolidated leverage ratio under certain measured periods | 5.50 | ||||
Borrowings outstanding | $ 1,690,000,000 | 674,000,000 | $ 260,000,000 | ||
Average daily amount outstanding | $ 846,000,000 | $ 230,000,000 | $ 74,000,000 | ||
Weighted average annual interest rate | 3.60% | 3.60% | 2.80% | ||
Letters of credit outstanding | $ 610,000,000 | $ 625,000,000 | |||
Commitment fees | 4,600,000 | 2,800,000 | $ 1,800,000 | ||
$3 Billion Credit Facility | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 400,000,000 | ||||
$3 Billion Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 1,000,000 | ||||
$3 Billion Credit Facility | Base Rate | Minimum | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.125% | ||||
$3 Billion Credit Facility | Base Rate | Maximum | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.875% | ||||
$3 Billion Credit Facility | Eurodollar | Minimum | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.125% | ||||
$3 Billion Credit Facility | Eurodollar | Maximum | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.875% | ||||
$1 Billion Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||
$1 Billion Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 0 |
Debt - 2019 EQM Term Loan Facil
Debt - 2019 EQM Term Loan Facility (Details) | Jun. 25, 2018USD ($) | Apr. 25, 2018USD ($) | Aug. 31, 2019USD ($) | Jun. 25, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Consolidated leverage ratio | 5 | |||||
Line of Credit | $2.5 Billion Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 2,500,000,000 | |||||
Expiration period | 364 days | |||||
Write off of deferred debt issuance cost | $ 3,000,000 | |||||
Maximum amount of outstanding short-term loans | $ 1,825,000,000 | |||||
Average daily balance of short-term loans outstanding | $ 1,231,000,000 | |||||
Weighted average annual interest rate | 3.30% | |||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Net proceeds from offering | $ 2,465,800,000 | |||||
Debt issuance costs | $ 22,400,000 | |||||
Senior Notes | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 1,400,000,000 | |||||
Net proceeds from offering | $ 1,397,400,000 | |||||
Debt issuance costs | $ 2,600,000 | |||||
Consolidated leverage ratio under certain measured periods | 5.50 | |||||
Line of Credit | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 300,000,000 | |||||
Borrowing outstanding | $ 1,400,000,000 | |||||
Weighted average annual interest rate | 3.30% | |||||
Minimum | Base Rate | Line of Credit | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||
Minimum | Eurodollar | Line of Credit | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Maximum | Base Rate | Line of Credit | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
Maximum | Eurodollar | Line of Credit | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.75% |
Debt - Eureka Credit Facility (
Debt - Eureka Credit Facility (Details) - Line of Credit - Eureka Midstream, LLC - Eureka Credit Facility | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2018USD ($) |
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | $ 400,000,000 | |||
Additional borrowing capacity | $ 100,000,000 | |||
Maximum borrowing of total commitments | $ 500,000,000 | $ 500,000,000 | ||
Consolidated leverage ratio | 4.75 | 4.75 | ||
Consolidated leverage ratio related to acquisitions | 5.25 | 5.25 | ||
Consolidated interest ratio | 2.50 | 2.50 | ||
Maximum amount outstanding | $ 293,000,000 | |||
Average daily amount outstanding | $ 288,000,000 | |||
Interest rate during period | 4.20% | |||
Commitment fees | $ 400,000 | |||
Eurodollar | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Federal Funds Effective Rate | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Minimum | Eurodollar | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.75% | |||
Minimum | Base Rate | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.75% | |||
Maximum | Eurodollar | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.00% | |||
Maximum | Base Rate | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.00% |
Debt - 364-Day Facility (Detail
Debt - 364-Day Facility (Details) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Nov. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
$3 Billion Facility | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 3,000,000,000 | |||
Maximum amount of outstanding short-term loans | 1,690,000,000 | $ 674,000,000 | $ 260,000,000 | |
Average daily balance of short-term loans outstanding | $ 846,000,000 | $ 230,000,000 | $ 74,000,000 | |
Weighted average annual interest rate | 3.60% | 3.60% | 2.80% | |
Revolving Credit Facility | 364-Day Facility | ||||
Line of Credit Facility [Line Items] | ||||
Expiration period | 364 days | |||
Maximum borrowing capacity | $ 500,000,000 | |||
Amounts outstanding | $ 0 | |||
Maximum amount of outstanding short-term loans | $ 0 | $ 100,000,000 | ||
Average daily balance of short-term loans outstanding | $ 23,000,000 | |||
Weighted average annual interest rate | 2.20% | |||
Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis points | 0.10% |
Debt - RMP $850 Million Facilit
Debt - RMP $850 Million Facility (Details) - Credit Facility - RMP $850 Million Facility - USD ($) | Jul. 23, 2018 | Jul. 23, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 850,000,000 | ||
Maximum amount of outstanding short-term loans | $ 375,000,000 | ||
Average daily balance of short-term loans outstanding | $ 300,000,000 | ||
Weighted average annual interest rate | 3.80% | ||
Repayments of debt | $ 260,000,000 |
Debt - 2018 Senior Notes (Detai
Debt - 2018 Senior Notes (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Net proceeds | $ 2,465,800,000 | |||
Debt discount | 11,800,000 | |||
Estimated debt issuance costs | $ 22,400,000 | |||
Senior Notes | EQM 4.125% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.125% | |||
Aggregate principal amount | $ 500,000,000 | $ 500,000,000 | ||
Senior Notes | 4.75% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.75% | 4.75% | ||
Aggregate principal amount | $ 1,100,000,000 | $ 1,100,000,000 | 1,100,000,000 | |
Senior Notes | 5.50% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.50% | 5.50% | ||
Aggregate principal amount | $ 850,000,000 | $ 850,000,000 | 850,000,000 | |
Senior Notes | 6.50% Senior Notes due 2048 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.50% | 6.50% | ||
Aggregate principal amount | $ 550,000,000 | $ 550,000,000 | $ 550,000,000 | |
Credit Facility | RMP $850 Million Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 850,000,000 |
Net Income per Limited Partne_3
Net Income per Limited Partner Unit - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Phantom Share Units | |||
Distribution Made to Limited Partner [Line Items] | |||
Weighted average limited partnership units outstanding (in shares) | 24,382 | 19,249 | 20,959 |
Net Income per Limited Partne_4
Net Income per Limited Partner Unit - Schedule of Net Income per Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||
Net income (loss) attributable to EQM | $ (210,478) | $ (10,518) | $ 152,438 | $ 251,931 | $ (36,107) | $ 209,927 | $ 233,832 | $ 260,350 | $ 183,373 | [1] | $ 668,002 | [1] | $ 609,626 | [1] | |
Less: holders of Series A Preferred Units interest in net income | [1] | (73,981) | 0 | 0 | |||||||||||
Less pre-acquisition net income allocated to EQT | [1] | 0 | (164,242) | (37,722) | |||||||||||
Less general partner interest in net income - general partner units | [1] | 0 | (6,104) | (10,060) | |||||||||||
Less: general partner interest in net income – IDRs | [1] | 0 | (255,927) | (143,531) | |||||||||||
Limited partners' (common unitholders) interest in net income | [1] | $ 109,392 | $ 241,729 | $ 418,313 | |||||||||||
Weighted average limited partner common units outstanding - basic (in dollars per share) | [1] | 189,085,000 | 99,303,000 | 80,603,000 | |||||||||||
Weighted average limited partner common units outstanding - diluted (in dollars per share) | [1] | 196,085,000 | 99,303,000 | 80,603,000 | |||||||||||
Net income per limited partner common unit - basic (in dollars per share) | [1],[2] | $ 0.58 | $ 2.43 | $ 5.19 | |||||||||||
Net income per limited partner common unit - diluted (in dollars per share) | [1],[2] | $ 0.56 | $ 2.43 | $ 5.19 | |||||||||||
Common Units | |||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||
Limited partners' (common unitholders) interest in net income | $ 109,392 | $ 241,729 | $ 418,313 | ||||||||||||
Common Class B | |||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||
Limited partners' (common unitholders) interest in net income | $ 0 | $ 0 | $ 0 | ||||||||||||
Units included in calculation of diluted weighted average limited partner units outstanding (in shares) | 7,000,000 | ||||||||||||||
Series A Preferred Units | |||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||
Units included in calculation of diluted weighted average limited partner units outstanding (in shares) | 24,605,291 | ||||||||||||||
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | ||||||||||||||
[2] | See Note 13 for disclosure regarding EQM's calculation of net income per limited partner unit (basic and diluted). |
Regulatory Assets and Liabili_3
Regulatory Assets and Liabilities - Regulatory Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | |
Regulatory assets: | |||
Reimbursement of funding related to retirees | $ 5,200 | ||
Regulatory asset amortization period | 16 years | ||
Other Assets | |||
Regulatory assets: | |||
Total regulatory assets | $ 15,937 | $ 16,544 | |
Deferred taxes | Other Assets | |||
Regulatory assets: | |||
Total regulatory assets | 11,387 | 12,232 | |
Other recoverable costs | Other Assets | |||
Regulatory assets: | |||
Total regulatory assets | $ 4,550 | $ 4,312 |
Regulatory Assets and Liabili_4
Regulatory Assets and Liabilities - Regulatory Liabilities (Details) - Other Liabilities - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Regulatory liabilities: | ||
Total regulatory liabilities | $ 22,051 | $ 21,333 |
Deferred taxes | ||
Regulatory liabilities: | ||
Total regulatory liabilities | 9,750 | 10,119 |
On-going post-retirement benefits other than pensions | ||
Regulatory liabilities: | ||
Total regulatory liabilities | 11,225 | 10,132 |
Other reimbursable costs | ||
Regulatory liabilities: | ||
Total regulatory liabilities | $ 1,076 | $ 1,082 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) - Customer Concentration | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | EQT | |||
Concentrations of Credit Risk | |||
Percentage of total revenues | 69.00% | 74.00% | 74.00% |
Accounts Receivable | |||
Concentrations of Credit Risk | |||
Percentage of total revenues | 31.00% | 31.00% | |
PNG Companies, LLC | Revenue | |||
Concentrations of Credit Risk | |||
Percentage of total revenues | 7.00% | 7.00% | 11.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remedial action included in other credits | $ 0.6 | $ 2.1 |
Purchase obligations | $ 24.1 |
Post-retirement Benefit Plans (
Post-retirement Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Retirement benefits other than pensions | $ 1.2 | $ 1.2 | $ 1.2 |
Interim Financial Information_3
Interim Financial Information (Unaudited) - Summary of Operating Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | [1] | Dec. 31, 2018 | [1] | Dec. 31, 2017 | [1] | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Total operating revenues | $ 425,859 | $ 408,434 | $ 406,167 | $ 389,782 | $ 384,791 | $ 364,584 | $ 374,697 | $ 371,026 | $ 1,630,242 | [2] | $ 1,495,098 | [2] | $ 895,558 | [2] |
Operating income (loss) | (200,198) | (31,077) | 167,447 | 268,014 | (18,513) | 233,500 | 245,868 | 265,798 | 204,186 | 726,653 | 620,705 | |||
Net income | (206,105) | (40,215) | 156,471 | 251,931 | (36,107) | 209,927 | 234,685 | 262,843 | 162,082 | [3],[4] | 671,348 | [3],[4] | 610,360 | [3],[4] |
Net income (loss) attributable to EQM | $ (210,478) | $ (10,518) | $ 152,438 | $ 251,931 | $ (36,107) | $ 209,927 | $ 233,832 | $ 260,350 | $ 183,373 | $ 668,002 | $ 609,626 | |||
Net income per limited partner unit: | ||||||||||||||
Basic (in USD) per share | $ (1.18) | $ (0.18) | $ 0.65 | $ 1.63 | ||||||||||
Diluted (in USD per share) | $ (1.18) | $ (0.18) | $ 0.62 | $ 1.56 | ||||||||||
Basic and diluted (USD per share) | $ (0.89) | $ 1.14 | $ 1.09 | $ 1.61 | ||||||||||
[1] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. | |||||||||||||
[2] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. See Note 8 . | |||||||||||||
[3] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||||||
[4] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 27, 2020$ / shares | Feb. 26, 2020USD ($)daysharesBcf | Jan. 15, 2020$ / shares | Mar. 13, 2019USD ($)dayshares | Jan. 16, 2019$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018$ / shares | [1],[2] | Dec. 31, 2017$ / shares | [1],[2] | |
Subsequent Event [Line Items] | |||||||||||
Conversion basis | 100.00% | ||||||||||
Cumulative quarterly distribution increasing percentage | 2.59% | ||||||||||
Conversion units | $ 30,000,000 | ||||||||||
Threshold trading days | day | 20 | ||||||||||
Threshold amount of stock price trigger (in shares) | shares | 500,000 | ||||||||||
Threshold consecutive trading days | day | 20 | ||||||||||
Cash distribution declared per common unit (in USD per share) | $ / shares | $ 1.13 | $ 4.63 | [1],[2] | $ 4.40 | $ 3.83 | ||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion basis | 100.00% | ||||||||||
Term for potential cash bonus payments | 36 months | ||||||||||
Estimated aggregate fee relief, year one | $ 270,000,000 | ||||||||||
Estimated aggregate fee relief, year two | 230,000,000 | ||||||||||
Estimated aggregate fee relief, year three | 35,000,000 | ||||||||||
Option to forgo fee relief, year one | 145,000,000 | ||||||||||
Option to forgo fee relief, year two | 90,000,000 | ||||||||||
Cash payment to be made in exchange for fee relief | 196,000,000 | ||||||||||
Letter agreement | 250,000,000 | ||||||||||
Conversion units | $ 20,000,000 | ||||||||||
Threshold percentage of stock price trigger | 140.00% | ||||||||||
Threshold trading days | day | 20 | ||||||||||
Threshold amount of stock price trigger (in shares) | shares | 1,000,000 | ||||||||||
Threshold consecutive trading days | day | 20 | ||||||||||
Threshold percentage of consideration payable trigger, conversion ratio | 110.00% | ||||||||||
Threshold percentage of consideration payable trigger, premium covenant | 110.00% | ||||||||||
Cash distribution declared per common unit (in USD per share) | $ / shares | $ 0.3875 | $ 1.16 | |||||||||
Reduction to quarterly distribution (percentage) | 67.00% | ||||||||||
EQT and Subsidiaries | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Firm reservation capacity | Bcf | 3 | ||||||||||
EQM Merger | Equitrans Midstream | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion, right to receive common shares (in dollars per unit) | 2.44 | ||||||||||
EQM Merger | Scenario, Forecast | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Transaction costs receivable | $ 10,000,000 | ||||||||||
EQM Merger | Scenario, Forecast | Equitrans Midstream | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Termination fee receivable | 36,500,000 | ||||||||||
Transaction costs receivable | 10,000,000 | ||||||||||
Intercompany Loan Agreement | Credit Facility | Equitrans Midstream | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate principal amount | $ 650,000,000 | ||||||||||
Stated interest rate | 7.00% | ||||||||||
Interest rate decrease upon default | 2.00% | ||||||||||
$3 Billion Facility | Credit Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Credit facility | $ 3,000,000,000 | ||||||||||
Rate Relief Note | Equitrans Midstream | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stated interest rate | 7.00% | ||||||||||
Series A Preferred Units | EQM Merger | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Redemptions | $ 600,000,000 | ||||||||||
Series A Preferred Units | EQM Merger | Equitrans Midstream | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Redemptions | $ 600,000,000 | ||||||||||
Common Stock, Cash Shares | Equitrans Midstream | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares to be purchased (in shares) | shares | 4,769,496 | ||||||||||
Common Stock, Rate Relief Shares and Cash Shares | Equitrans Midstream | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares to be purchased (in shares) | shares | 20,530,256 | ||||||||||
Private Placement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Cumulative quarterly dividend rate | 9.75% | ||||||||||
Cumulative quarterly distribution increasing percentage | 8.15% | ||||||||||
Share Purchase Agreement | EQT and Subsidiaries | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares to be purchased, amount | $ 7,000,000 | ||||||||||
Share Purchase Agreement | Common Stock, Cash Shares | Equitrans Midstream | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares to be purchased, amount | 46,000,000 | ||||||||||
Share Purchase Agreement | Common Stock, Rate Relief Shares and Cash Shares | EQT and Subsidiaries | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares to be purchased, amount | $ 196,000,000 | ||||||||||
Minimum | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Threshold percentage of consideration payable trigger | 90.00% | ||||||||||
Threshold percentage of consideration payable trigger, redemption covenant | 101.00% | ||||||||||
Threshold percentage of consideration payable trigger, volume weighted average price covenant | 95.00% | ||||||||||
Minimum | Private Placement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Cumulative quarterly dividend rate | 10.50% | ||||||||||
Affiliated Entity | Water Services Letter Agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Fees incurred for services | $ 60,000,000 | ||||||||||
[1] | Represents the cash distributions declared related to the period presented. See Note 10 . | ||||||||||
[2] | As discussed in Note 1 , EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control at the time of acquisition. |
Uncategorized Items - eqm123120
Label | Element | Value |
Partners' Capital Account, Units | us-gaap_PartnersCapitalAccountUnits | 82,024,773 |
General Partner [Member] | ||
Partners' Capital Account, Units | us-gaap_PartnersCapitalAccountUnits | 1,443,015 |
Common Units [Member] | Limited Partner [Member] | ||
Partners' Capital Account, Units | us-gaap_PartnersCapitalAccountUnits | 80,581,758 |