Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document and Entity Information | |
Entity Registrant Name | EQT GP Holdings, LP |
Entity Central Index Key | 1,632,933 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Common Units, Unit Outstanding | 266,165,000 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Statements of Consolidated Oper
Statements of Consolidated Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Income Statement [Abstract] | |||||||
Operating revenues | [1],[2] | $ 148,789 | $ 120,922 | $ 448,213 | $ 338,157 | ||
Operating expenses: | |||||||
Operating and maintenance | [1],[3] | 18,456 | 13,837 | 50,167 | 40,202 | ||
Selling, general and administrative | [1],[3] | 14,539 | 12,674 | 44,957 | 38,094 | ||
Depreciation and amortization | [1] | 13,217 | 12,545 | 37,402 | [4] | 32,978 | [4] |
Total operating expenses | [1] | 46,212 | 39,056 | 132,526 | 111,274 | ||
Operating income | [1] | 102,577 | 81,866 | 315,687 | 226,883 | ||
Equity income | [1],[5] | 753 | 0 | 1,147 | [4] | 0 | [4] |
Other income | [1] | 1,716 | 806 | 3,599 | 1,634 | ||
Interest expense | [1],[6] | 11,266 | 8,660 | 34,363 | 20,944 | ||
Income before income taxes | [1] | 93,780 | 74,012 | 286,070 | 207,573 | ||
Income tax expense | [1] | 0 | 15,139 | 25,770 | 47,455 | ||
Net income | [1] | 93,780 | 58,873 | 260,300 | [4],[7] | 160,118 | [4],[7] |
Net income attributable to noncontrolling interests | [1] | 55,644 | 33,739 | 159,573 | 79,824 | ||
Net income attributable to EQT GP Holdings, LP | [1] | 38,136 | 25,134 | 100,727 | 80,294 | ||
Calculation of limited partners' interest in net income: | |||||||
Net income attributable to EQT GP Holdings, LP | [1] | 38,136 | $ 25,134 | 100,727 | $ 80,294 | ||
Less: results attributable to the pre-IPO period | [1] | 0 | (42,238) | ||||
Limited partners' interest in net income | [1] | $ 38,136 | $ 58,489 | ||||
Net income per limited partner unit - basic and diluted (in dollars per unit) | [1] | $ 0.14 | $ 0.22 | ||||
Weighted average number of common units outstanding- basic and diluted (in shares) | [1] | 266,168 | 266,168 | ||||
Cash distributions declared per unit (in dollars per share) | [1],[8] | $ 0.104 | $ 0.15139 | ||||
[1] | Financial statements for the nine months ended September 30, 2015 and the three months ended September 30, 2014 have been retrospectively recast to reflect the inclusion of the Northern West Virginia Marcellus gathering system (NWV Gathering). See Note B. | ||||||
[2] | Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $111.6 million and $86.7 million for the three months ended September 30, 2015 and 2014, respectively, and $325.9 million and $233.9 million for the nine months ended September 30, 2015 and 2014, respectively. See Note E. | ||||||
[3] | Operating and maintenance expense included charges from EQT of $9.0 million and $7.7 million for the three months ended September 30, 2015 and 2014, respectively, and $25.6 million and $21.6 million for the nine months ended September 30, 2015 and 2014, respectively. Selling, general and administrative expense included charges from EQT of $12.2 million and $10.8 million for the three months ended September 30, 2015 and 2014, respectively, and $37.6 million and $31.2 million for the nine months ended September 30, 2015 and 2014, respectively. See Note E. | ||||||
[4] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | ||||||
[5] | Equity income relates to EQM's interest in Mountain Valley Pipeline, LLC, which is a related party. | ||||||
[6] | Interest expense included interest on a capital lease with an affiliate of $5.6 million and $4.7 million for the three months ended September 30, 2015 and 2014, respectively, and $17.4 million and $15.0 million for the nine months ended September 30, 2015 and 2014, respectively. | ||||||
[7] | Financial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | ||||||
[8] | Represents the cash distributions declared related to the post-initial public offering period only. See Note I. |
Statements of Consolidated Ope3
Statements of Consolidated Operations (Unaudited) (Footnotes) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Operating and maintenance expense | [1],[2] | $ 18,456 | $ 13,837 | $ 50,167 | $ 40,202 |
Selling, general and administrative expense | [1],[2] | 14,539 | 12,674 | 44,957 | 38,094 |
Interest expense on capital lease | [1] | 5,600 | 4,700 | 17,400 | 15,000 |
EQT Corporation and Subsidiaries | |||||
Affiliate revenues | [1] | 111,600 | 86,700 | 325,900 | 233,900 |
Operating and maintenance expense | [1] | 9,000 | 7,700 | 25,600 | 21,600 |
Selling, general and administrative expense | [1] | $ 12,200 | $ 10,800 | $ 37,600 | $ 31,200 |
[1] | Financial statements for the nine months ended September 30, 2015 and the three months ended September 30, 2014 have been retrospectively recast to reflect the inclusion of the Northern West Virginia Marcellus gathering system (NWV Gathering). See Note B. | ||||
[2] | Operating and maintenance expense included charges from EQT of $9.0 million and $7.7 million for the three months ended September 30, 2015 and 2014, respectively, and $25.6 million and $21.6 million for the nine months ended September 30, 2015 and 2014, respectively. Selling, general and administrative expense included charges from EQT of $12.2 million and $10.8 million for the three months ended September 30, 2015 and 2014, respectively, and $37.6 million and $31.2 million for the nine months ended September 30, 2015 and 2014, respectively. See Note E. |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | |||
Cash flows from operating activities: | ||||
Net income | [1],[2],[3] | $ 260,300 | $ 160,118 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | [2],[3] | 37,402 | 32,978 | |
Deferred income taxes | [3] | (185,456) | (328,725) | |
Equity income | [2],[3],[4] | (1,147) | 0 | |
Other income | [3] | (3,599) | (1,634) | |
Non-cash long-term compensation expense | [3] | 1,215 | 2,584 | |
Changes in other assets and liabilities: | ||||
Accounts receivable | [3] | 3,306 | (4,241) | |
Accounts payable | [3] | 1,577 | 14,440 | |
Due to/from EQT affiliates | [3] | 204,660 | 332,720 | |
Other assets and liabilities | [3] | 563 | 3,515 | |
Net cash provided by operating activities | [3] | 318,821 | 211,755 | |
Cash flows from investing activities: | ||||
Capital expenditures | [3] | (304,567) | (230,449) | |
MVP Interest Acquisition and capital contributions | [3] | (76,037) | 0 | |
Acquisitions – net assets from EQT | [3] | (386,791) | (168,198) | |
Purchase of preferred interest in EQT Energy Supply, LLC | [3] | (124,317) | 0 | |
Net cash used in investing activities | [3] | (891,712) | (398,647) | |
Cash flows from financing activities: | ||||
Proceeds from the issuance of EQM common units, net of offering costs | [3] | 758,812 | 902,467 | |
Acquisitions – purchase price in excess of net assets from EQT | [3] | (486,392) | (952,802) | |
Proceeds from short-term loans | [3] | 561,500 | 450,000 | |
Payments of short-term loans | [3] | (211,500) | (450,000) | |
Proceeds from the issuance of long-term debt | [3] | 0 | 500,000 | |
Proceeds from the EQGP Working Capital Facility loan | [3] | 655 | 0 | |
Discount, debt issuance costs and credit facility fees | [3] | 0 | (9,634) | |
Distributions to noncontrolling interest owners of EQM | [3] | 83,965 | 46,155 | |
Capital contributions | [3] | 1,748 | 382 | |
Net distributions to EQT | [3] | (119,930) | (268,680) | |
Capital lease principal payments | [3] | (5,472) | (2,216) | |
Distributions to EQGP unitholders | [3] | (12,614) | 0 | |
Net cash provided by financing activities | [3] | 402,842 | 123,362 | |
Net change in cash and cash equivalents | [3] | (170,049) | (63,530) | |
Cash and cash equivalents at beginning of period | [3] | 171,291 | [5] | 247,988 |
Cash and cash equivalents at end of period | [3] | 1,242 | [5] | 184,458 |
Cash paid during the period for: | ||||
Interest paid | [3] | 43,026 | 17,581 | |
Non-cash activity during the period for: | ||||
Increase in capital lease asset/obligation | [3] | 19,800 | 7,231 | |
Elimination of net current and deferred taxes at IPO | [3] | (164,586) | 0 | |
Limited partner and general partner units issued for acquisitions | [3] | 52,500 | 59,000 | |
Net settlement of current income taxes payable with EQT | [3] | $ 380,316 | $ 215,380 | |
[1] | Financial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | |||
[2] | Financial statements for the nine months ended September 30, 2015 and the three months ended September 30, 2014 have been retrospectively recast to reflect the inclusion of the Northern West Virginia Marcellus gathering system (NWV Gathering). See Note B. | |||
[3] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | |||
[4] | Equity income relates to EQM's interest in Mountain Valley Pipeline, LLC, which is a related party. | |||
[5] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | [1],[2] | $ 1,242 | $ 171,291 |
Accounts receivable (net of allowance for doubtful accounts of $196 as of September 30, 2015 and $260 as of December 31, 2014) | [1] | 13,186 | 16,492 |
Accounts receivable – affiliate | [1] | 68,177 | 55,068 |
Other current assets | [1] | 4,613 | 1,710 |
Total current assets | [1] | 87,218 | 244,561 |
Property, plant and equipment | [1] | 2,110,367 | 1,821,803 |
Less: accumulated depreciation | [1] | (246,542) | (216,486) |
Net property, plant and equipment | [1] | 1,863,825 | 1,605,317 |
Deferred income taxes, net | [1] | 0 | 258,744 |
Equity in nonconsolidated investments | [1] | 77,184 | 0 |
Other assets | [1] | 140,204 | 18,057 |
Total assets | [1] | 2,168,431 | 2,126,679 |
Current liabilities: | |||
Accounts payable | [1] | 33,952 | 43,785 |
Due to related party | [1] | 18,632 | 409,931 |
Short-term loans | [1] | 350,000 | 0 |
Accrued interest | [1] | 3,514 | 8,338 |
Accrued liabilities | [1] | 6,494 | 9,055 |
Total current liabilities | [1] | 412,592 | 471,109 |
Long-term debt | [1] | 493,209 | 492,633 |
Lease obligation | [1] | 162,523 | 143,828 |
Other long-term liabilities | [1] | 7,242 | 7,111 |
Total liabilities | [1] | 1,075,566 | 1,114,681 |
Equity and partners’ capital: | |||
Common units (266,165,000 issued and outstanding at September 30, 2015) | [1] | (1,320,638) | 0 |
Parent net investment | [1] | 0 | (775,342) |
Total partners' capital | [1] | (1,320,638) | (775,342) |
Noncontrolling interests | [1] | 2,413,503 | 1,787,340 |
Total equity and partners’ capital | [1],[3] | 1,092,865 | 1,011,998 |
Total liabilities, equity and partners’ capital | [1] | $ 2,168,431 | $ 2,126,679 |
[1] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | ||
[2] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | ||
[3] | Financial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Consolidated Balance Sheets (U6
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Statement of Financial Position [Abstract] | |||
Allowance for doubtful accounts | [1] | $ 196 | $ 260 |
Common units issued (in shares) | [1] | 266,165,000 | |
Common units outstanding (in shares) | [1] | 266,165,000 | |
[1] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Statements of Consolidated Equi
Statements of Consolidated Equity and Partners' Capital (Unaudited) - USD ($) $ in Thousands | Total | Partners' Capital Parent Net Investment | Partners' Capital Common Units | Noncontrolling Interests in Consolidated Subsidiaries | ||
Beginning balance at Dec. 31, 2013 | [1] | $ 1,112,460 | $ 283,793 | $ 0 | $ 828,667 | |
Increase (Decrease) in Partners' Capital | ||||||
Net income | [1] | 160,118 | [2],[3] | 80,294 | 0 | 79,824 |
Capital contribution | [1] | 500 | 500 | 0 | ||
Equity-based compensation plans | [1] | 2,828 | 2,828 | 0 | 0 | |
Distributions to EQM noncontrolling interests | [1] | (46,155) | (46,155) | |||
Acquisitions from affiliates | [1] | (1,180,000) | (1,180,000) | |||
Net distribution to EQT | [1] | (53,300) | (53,300) | |||
EQM equity transactions | [1],[4] | 961,467 | 59,000 | 902,467 | ||
Ending balance at Sep. 30, 2014 | [1] | 957,918 | (806,885) | 0 | 1,764,803 | |
Beginning balance at Dec. 31, 2014 | [1] | 1,011,998 | [5] | (775,342) | 0 | 1,787,340 |
Increase (Decrease) in Partners' Capital | ||||||
Net income | [1] | 260,300 | [2],[3] | 42,238 | 58,489 | 159,573 |
Capital contribution | [1] | 7,408 | 1,748 | 5,660 | ||
Equity-based compensation plans | [1] | 1,263 | 247 | 219 | 797 | |
Distributions to EQM noncontrolling interests | [1] | (83,965) | (83,965) | |||
Acquisitions from affiliates | [1] | (925,683) | (925,683) | |||
EQM equity transactions | [1],[4] | 811,312 | 52,500 | 758,812 | ||
Net contributions from EQT | [1] | 260,386 | 260,386 | |||
Distributions to EQGP unitholders (post-IPO period) | [1] | (12,614) | (12,614) | |||
Changes in ownership of EQM, net | [1] | (72,954) | 119,926 | 16,174 | (209,054) | |
Elimination of net current and deferred taxes upon IPO | [1] | (164,586) | (164,586) | |||
Conversion of parent net investment to limited partner interest upon IPO | [1] | 1,388,566 | (1,388,566) | |||
Ending balance at Sep. 30, 2015 | [1] | $ 1,092,865 | [5] | $ 0 | $ (1,320,638) | $ 2,413,503 |
[1] | Financial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | |||||
[2] | Financial statements for the nine months ended September 30, 2015 and the three months ended September 30, 2014 have been retrospectively recast to reflect the inclusion of the Northern West Virginia Marcellus gathering system (NWV Gathering). See Note B. | |||||
[3] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | |||||
[4] | Includes the impact of EQM's public equity offerings and units issued in connection with acquisitions from EQT as described in Note B. | |||||
[5] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Financial Statements
Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statements | Financial Statements Organization On May 15, 2015, EQT GP Holdings, LP (EQGP) completed its IPO. EQGP was formed in January 2015 as a Delaware limited partnership and wholly owned subsidiary of EQT Gathering Holdings, LLC (EQT Gathering Holdings), which is a Delaware limited liability company and wholly owned subsidiary of EQT. EQGP was formed to own EQT's partnership interests in EQM, a growth-oriented Delaware limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. EQT Midstream Services, LLC (EQM General Partner) is a wholly owned subsidiary of EQGP and is EQM's general partner. EQT GP Services, LLC (EQGP General Partner) is a wholly owned subsidiary of EQT and is EQGP's general partner. For accounting purposes, the historical financial statements of EQGP for the time periods prior to the completion of the IPO (the Predecessor) include the assets, liabilities and results of operations of the EQM General Partner and EQT Midstream Investments, LLC (EQM LP). Prior to the IPO, the EQM General Partner and EQM LP were wholly owned subsidiaries of EQT and directly held EQT's partnership interests in EQM. Prior to the closing of the IPO, EQM LP merged with and into EQGP and EQT contributed 100% of the outstanding limited liability company interests in the EQM General Partner to EQGP. EQGP and EQM do not have any employees. Administrative support for EQGP is provided by EQT. Operational and administrative support for EQM is provided by EQT. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of EQGP as of September 30, 2015 and December 31, 2014 , the results of its operations for the three and nine months ended September 30, 2015 and 2014 and its cash flows and equity and partners' capital for the nine months ended September 30, 2015 and 2014 . Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. EQGP has no independent operations and EQGP's only cash-generating assets consist of its partnership interests in EQM. EQGP’s financial statements differ from those of EQM primarily as a result of: (i) the presentation of noncontrolling interest ownership in EQM attributable to the publicly held limited partner interests in EQM, (ii) general and administrative expenses incurred by EQGP, which are separate from and in addition to those incurred by EQM, and (iii) incremental income tax expense as applicable to EQGP for the period prior to the EQGP IPO (see Note F). Because the EQM General Partner is a wholly owned subsidiary of EQGP and controls EQM through its general partner interest, EQM is consolidated by EQGP. As discussed in Note B, EQGP's financial statements include the historical results of the Jupiter natural gas gathering system (Jupiter), which was acquired by EQM on May 7, 2014, and NWV Gathering, which was acquired by EQM on March 17, 2015. NWV Gathering and Jupiter were businesses and the NWV Gathering and Jupiter Acquisitions (defined in Note B) were transactions between entities under common control; therefore, EQM recorded the assets and liabilities of NWV Gathering and Jupiter 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 partners’ capital. EQM recast its consolidated financial statements to retrospectively reflect the NWV Gathering Acquisition and Jupiter Acquisition as if the entities were owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned them during the periods reported. Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . For further information, refer to the EQGP Predecessor audited financial statements and footnotes thereto for the year ended December 31, 2014 included in EQGP's prospectus dated May 11, 2015 and filed with the SEC on May 12, 2015 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 will supersede most of the existing revenue recognition requirements in GAAP when it becomes effective and is required to be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. EQGP is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation . The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The ASU will be effective for annual reporting periods beginning after December 15, 2015, including interim periods therein. EQGP has evaluated this standard and determined the adoption of it will have no significant impact on reported results. In April 2015, the FASB issued ASU No. 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . The ASU adds guidance that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The ASU will be effective for annual reporting periods beginning after December 15, 2015. EQGP is currently evaluating the impact this standard will have on its financial statements and related disclosures. In August 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . This ASU clarified that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. EQGP has adopted this standard which had no significant impact on reported results or disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions NWV Gathering Acquisition On March 10, 2015 , EQM entered into a contribution and sale agreement (Contribution Agreement) pursuant to which, on March 17, 2015, EQT contributed NWV Gathering to EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of EQM (the NWV Gathering Acquisition). EQM paid total consideration of approximately $925.7 million to EQT, consisting of approximately $873.2 million in cash, 511,973 EQM common units and 178,816 EQM general partner units. The cash portion of the purchase price was funded with the net proceeds from an equity offering of EQM common units and borrowings under EQM's credit facility. On April 15, 2015 , pursuant to the Contribution Agreement, EQM acquired a preferred interest in EQT Energy Supply, LLC (the Preferred Interest), a subsidiary of EQT that generates revenue from services provided to a local distribution company, from EQT for approximately $124.3 million . EQM accounts for the Preferred Interest as a cost method investment and included it in other assets on the consolidated balance sheets. EQT Energy Supply, LLC has been determined to be a variable interest entity because it has insufficient equity to finance its activities. EQM is not the primary beneficiary because it does not have the power to direct the activities of EQT Energy Supply, LLC that most significantly impact its economic performance. MVP Interest Acquisition On March 30, 2015, EQM assumed 100% of the membership interests in MVP Holdco, LLC (MVP Holdco), an indirect wholly owned subsidiary of EQT that owns a majority ownership interest (the MVP Interest) in Mountain Valley Pipeline, LLC (MVP Joint Venture) for approximately $54.2 million (MVP Interest Acquisition), which represented EQM's reimbursement to EQT for 100% of the capital contributions made by EQT to the MVP Joint Venture as of March 30, 2015. The MVP Joint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated 300 -mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. The MVP project is subject to FERC approval. The voluntary pre-filing process with the FERC began in October 2014 and the pipeline is expected to be placed in-service during the fourth quarter of 2018. The MVP Joint Venture has been determined to be a variable interest entity because the MVP Joint Venture has insufficient equity to finance activities during the construction stage of the MVP. EQM is not the primary beneficiary because it does not have the power to direct the activities of the MVP Joint Venture that most significantly impact its economic performance. EQM accounted for the MVP Interest beginning on the date it was assumed from EQT as an equity method investment. Jupiter Acquisition On April 30, 2014, EQM entered into a contribution agreement pursuant to which, on May 7, 2014, EQT contributed to EQM Gathering certain assets constituting the Jupiter natural gas gathering system (Jupiter Acquisition). The aggregate consideration paid by EQM to EQT in connection with the Jupiter Acquisition was approximately $1,180 million , consisting of a $1,121 million cash payment and issuance of 516,050 EQM common units and 262,828 EQM general partner units. The cash portion of the purchase price was funded with the net proceeds from an equity offering of EQM common units and borrowings under EQM’s credit facility. |
Equity and Partners' Capital
Equity and Partners' Capital | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity and Partners' Capital | Equity and Partners' Capital Holdings of EQGP Equity On May 15, 2015, EQGP completed its IPO of 26,450,000 common units representing limited partner interests. All of the common units sold in the IPO were sold by EQT Gathering Holdings. EQGP did not receive any proceeds from, or incur any expenses in connection with, the completion of the IPO. As the selling unitholder, EQT Gathering Holdings received all proceeds from EQGP's IPO and incurred all related expenses. As of September 30, 2015 , EQT indirectly held 239,715,000 EQGP common units, representing a 90.1% limited partner interest in EQGP, and the entire non-economic general partner interest in EQGP. As of September 30, 2015 , the public held 26,450,000 EQGP common units, representing a 9.9% limited partner interest in EQGP. Net Income Per Limited Partner Unit For EQGP, net income per limited partner unit is calculated by dividing the limited partners' interest in net income by the weighted average number of common units outstanding. Net income attributable to periods prior to the closing of EQGP's IPO is attributable to subsidiaries of EQT and has been excluded from the limited partners' interest in net income. Net income per limited partner unit earned following the close of the IPO was calculated based on the number of units outstanding after the IPO date of May 15, 2015. Holdings of EQM Equity As of September 30, 2015 , EQGP and its subsidiaries held 21,811,643 EQM common units, representing a 29.89% limited partner interest, 1,443,015 EQM general partner units, representing the 1.98% general partner interest, and all of the incentive distribution rights in EQM. As of September 30, 2015 , the public held 49,724,038 EQM common units, representing a 68.14% limited partner interest in EQM. The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2014 through September 30, 2015 . EQM Limited Partner Units EQM General Partner Units Common Subordinated Total Balance at January 1, 2014 30,468,902 17,339,718 975,686 48,784,306 May 2014 equity offering 12,362,500 — — 12,362,500 Jupiter Acquisition consideration (see Note B) 516,050 — 262,828 778,878 Balance at December 31, 2014 43,347,452 17,339,718 1,238,514 61,925,684 Conversion of subordinated units to common units 17,339,718 (17,339,718 ) — — 2014 EQM VDA issuance 21,063 — 430 21,493 March 2015 equity offering 9,487,500 — 25,255 9,512,755 NWV Gathering Acquisition consideration (see Note B) 511,973 — 178,816 690,789 $750 million "At the Market" (ATM) Program 827,975 — — 827,975 Balance at September 30, 2015 71,535,681 — 1,443,015 72,978,696 In connection with EQM's IPO in 2012, EQM issued 17,339,718 subordinated units to EQM LP. The subordination period with respect to all 17,339,718 EQM subordinated units expired on February 17, 2015. As a result, all of the outstanding EQM subordinated units converted into EQM common units on a one -for-one basis on February 17, 2015. In February 2015, EQM issued 21,063 common units under the 2014 EQM Value Driver Award (2014 EQM VDA). In connection with this issuance, the EQM General Partner purchased 430 EQM general partner units to maintain its 2.0% general partner interest in EQM. On March 17, 2015 , EQM completed an underwritten public offering of 8,250,000 common units. On March 18, 2015 , the underwriters exercised their option to purchase 1,237,500 additional common units on the same terms as the offering. EQM received net proceeds of approximately $696.6 million after deducting the underwriters' discount and offering expenses which were used to finance a portion of the cash consideration paid to EQT in connection with the NWV Gathering Acquisition. In connection with the sale of the additional common units, the EQM General Partner purchased 25,255 EQM general partner units for approximately $1.9 million to maintain its 2.0% general partner interest in EQM. In connection with the March 17, 2015 underwritten public offering by EQM, EQGP recorded a $122.8 million gain to parent net investment, a decrease in non-controlling interest of EQM of $195.8 million and an increase to deferred tax liability of $73.0 million . This transaction was classified as non-cash and is not included on the consolidated statement of cash flows for the nine months ended September 30, 2015 . During the third quarter of 2015, EQM entered into an equity distribution agreement that established an ATM common unit offering program, pursuant to which a group of managers, acting as EQM's sales agents, may sell EQM common units having an aggregate offering price of up to $750 million (the $750 million ATM Program). During the three months ended September 30, 2015 , EQM issued 827,975 common units at an average price per unit of $76.58 . EQM received net proceeds of approximately $62.2 million after deducting commissions of approximately $0.7 million and other offering expenses of approximately $0.5 million . EQM used the net proceeds from the sales for general partnership purposes. The EQM General Partner elected not to maintain its general partner ownership percentage at the previous level of 2.0% . As of September 30, 2015, EQGP, through the EQM General Partner, owned 1,443,015 general partner units, representing a 1.98% general partner interest. EQGP recorded a $16.2 million gain to common units and a corresponding decrease in non-controlling interest of EQM of $16.2 million as a result of the EQM common units issued in conjunction with the $750 million ATM Program. From October 1, 2015 to October 22, 2015 , EQM issued 334,500 common units at an average price per unit of $70.82 and received net proceeds of approximately $23.5 million . |
Financial Information by Busine
Financial Information by Business Segment | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment EQGP has no independent operations or material assets other than its partnership interests in EQM. As a result, the segment information presented below aligns with the presentation of EQM's operating segments. Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the chief operating decision maker in deciding how to allocate resources. EQM reports its operations in two segments, which reflect its lines of business. Transmission and storage includes EQM’s FERC-regulated interstate pipeline and storage business. Gathering includes EQM's high-pressure gathering lines and FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to EQM’s operating income. All of EQM’s operating revenues, income from operations and assets are generated or located in the United States. Three Months Ended Nine Months Ended 2015 2014 2015 2014 (Thousands) Revenues from external customers (including affiliates): Transmission and storage $ 69,906 $ 62,436 $ 217,407 $ 180,878 Gathering 78,883 58,486 230,806 157,279 Total $ 148,789 $ 120,922 $ 448,213 $ 338,157 Operating income: Transmission and storage $ 45,048 $ 42,515 $ 148,255 $ 126,534 Gathering 57,863 39,351 168,804 100,349 Headquarters (334 ) — (1,372 ) — Total operating income $ 102,577 $ 81,866 $ 315,687 $ 226,883 Reconciliation of operating income to net income: Equity income 753 — 1,147 — Other income 1,716 806 3,599 1,634 Interest expense 11,266 8,660 34,363 20,944 Income tax expense — 15,139 25,770 47,455 Net income $ 93,780 $ 58,873 $ 260,300 $ 160,118 September 30, 2015 December 31, 2014 (Thousands) Segment assets: Transmission and storage $ 1,042,615 $ 928,864 Gathering 914,875 765,090 Total operating segments 1,957,490 1,693,954 Headquarters, including cash 210,941 432,725 Total assets $ 2,168,431 $ 2,126,679 Three Months Ended Nine Months Ended 2015 2014 2015 2014 (Thousands) Depreciation and amortization: Transmission and storage $ 7,776 $ 7,195 $ 21,561 $ 19,676 Gathering 5,441 5,350 15,841 13,302 Total $ 13,217 $ 12,545 $ 37,402 $ 32,978 Expenditures for segment assets: Transmission and storage $ 36,788 $ 39,826 $ 116,270 $ 78,907 Gathering 55,387 64,321 160,685 155,176 Total (1) $ 92,175 $ 104,147 $ 276,955 $ 234,083 (1) EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were $23.5 million and $19.6 million at September 30, 2015 and 2014 , respectively. Additionally, EQM capitalizes certain labor overhead costs which include a portion of non-cash equity-based compensation. These non-cash capital expenditures in the table above were less than $0.1 million and approximately $0.1 million for the three months ended September 30, 2015 and 2014 , respectively, and less than $0.1 million and approximately $0.2 million for the nine months ended September 30, 2015 and 2014 , respectively. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions In the ordinary course of business, EQGP and EQM have transactions with EQT and its affiliates. EQM has various contracts with affiliates including, but not limited to, transportation service and precedent agreements, storage agreements and gas gathering agreements. EQGP and EQM have various agreements with EQT. EQGP and EQM each have an omnibus agreement with EQT pursuant to which EQT performs services for them. These services include, as applicable, centralized corporate, general and administrative services, such as legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes, and engineering. In exchange, EQGP and EQM reimburse EQT for the expenses incurred in providing these services. EQGP and EQM are required to reimburse EQT for the allocable portion of the premiums on any insurance policies covering EQGP or EQM assets. Effective January 1, 2015, EQM amended its omnibus agreement to provide for reimbursement by EQM of direct and indirect costs and expenses attributable to EQT's long-term incentive programs as these plans will be utilized to compensate and retain EQT employees who provide services to EQM. Pursuant to an operation and management services agreement, EQT Gathering, LLC (EQT Gathering) provides EQM’s pipelines and storage facilities with certain operational and management services. EQM reimburses EQT Gathering for such services pursuant to the terms of the EQM omnibus agreement. The expenses for which EQGP and EQM reimburse EQT and its subsidiaries may not necessarily reflect the actual expenses that EQGP or EQM would incur on a stand-alone basis and EQGP and EQM are unable to estimate what those expenses would be on a stand-alone basis. See also Note B for a discussion of the MVP Joint Venture and the Preferred Interest in EQT Energy Supply, LLC and see Note G for a discussion of EQGP's Working Capital Loan Agreement with EQT. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Predecessor's financial statements for the period prior to EQGP's IPO include U.S. federal and state income tax as its income was included as part of EQT's consolidated return for federal and state income tax purposes. Federal tax obligations of all subsidiary companies are settled through EQT. The consolidated federal income tax is allocated among the group’s members on a separate return basis with tax credits allocated to the members generating the credits. As a result of its limited partnership structure following EQGP's IPO, EQGP is not subject to federal and state income taxes. In the second quarter of 2015, approximately $164.6 million of net current and deferred income taxes were eliminated through equity related to EQGP's IPO. Subsequent to May 15, 2015, for federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQGP will flow through to EQGP's unitholders, and accordingly, will not result in a provision for income taxes for EQGP. For the period prior to EQGP's IPO, EQGP estimated an annual effective tax rate based on projected results for the year and applied this rate to income before taxes to calculate income tax expense. All of EQM's earnings were included in EQGP's net income. However, EQGP was not required to record income tax expense with respect to the portion of EQM's earnings allocated to its noncontrolling public limited partners, which reduced EQGP's effective tax rate. EQGP's effective income tax rate for the nine months ended September 30, 2015 was 9.0% compared to 22.9% for the nine months ended September 30, 2014 . The decrease in the effective tax rate was primarily attributable to the EQGP IPO on May 15, 2015 and the increase in EQM's earnings allocated to the noncontrolling limited partners resulting from EQM's underwritten public offerings of common units in May 2014 and March 2015. |
Short-term Loans
Short-term Loans | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Short-term Loans | Short-term Loans EQGP Working Capital Facility On May 15, 2015 in connection with the closing of EQGP's IPO, EQGP entered into a Working Capital Loan Agreement with EQT (the Working Capital Facility). The Working Capital Facility provides for interest bearing loans of up to $50 million outstanding at any one time and matures on the earlier of February 18, 2019 or at least 90 days after EQT gives notice of termination. As of September 30, 2015 , EQGP had approximately $0.7 million outstanding under the Working Capital Facility which is included in due to related party on the consolidated balance sheet. The maximum amount of EQGP’s outstanding short-term loans at any time during the three and nine months ended September 30, 2015 was approximately $0.7 million . The average daily balance of short-term loans outstanding was approximately $0.5 million and $0.2 million for the three and nine months ended September 30, 2015 , respectively. Interest was incurred on the loans at a weighted average annual interest rate of 1.7% for the three and nine months ended September 30, 2015 . EQM Credit Facility EQM has a $750 million credit facility that expires in February 2019. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. As of September 30, 2015 , EQM had $350 million outstanding on the credit facility. There were no amounts outstanding as of December 31, 2014. The maximum amount of EQM’s outstanding short-term loans at any time during the three months ended September 30, 2015 and 2014 was $404 million and $330 million , respectively, and during the nine months ended September 30, 2015 and 2014 was $404 million and $450 million , respectively. The average daily balance of short-term loans outstanding was approximately $357 million and $133 million for the three months ended September 30, 2015 and 2014 , respectively, and was approximately $241 million and $159 million for the nine months ended September 30, 2015 and 2014 , respectively. Interest was incurred on the loans at a weighted average annual interest rate of approximately 1.7% for the three and nine months ended September 30, 2015 and 2014 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments. The carrying value of short-term loans under the Working Capital Facility and EQM's credit facility approximate fair value as the interest rates are based on prevailing market rates. As of September 30, 2015 and December 31, 2014 , the estimated fair value of EQM's long-term debt was approximately $441 million and $496 million , respectively, and the carrying value of EQM's long-term debt was approximately $493 million at both dates. |
Distributions
Distributions | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Distributions | Distributions EQGP’s partnership agreement requires EQGP to distribute all of its available cash (as defined in EQGP's partnership agreement) to EQGP unitholders within 55 days after the end of each quarter. EQM's partnership agreement requires EQM to distribute all of its available cash (as defined in EQM's partnership agreement) to EQM unitholders within 45 days after the end of each quarter. EQM declared the following cash distributions to its unitholders, including distributions to EQGP, for the periods presented: Quarter Ended EQM Total Quarterly Distribution per Common Unit EQM Total Quarterly Cash Distribution EQM Quarterly Distribution to Noncontrolling Interests EQGP Total Quarterly Distribution Per Common Unit Date of Distribution (Thousands, except per unit data) 2014 March 31 $0.49 $24,950 $13,241 N/A May 2014 June 30 $0.52 $34,100 $20,482 N/A August 2014 September 30 $0.55 $37,539 $21,664 N/A November 2014 2015 March 31 $0.61 $52,222 $29,827 N/A May 2015 June 30 (1) $0.64 $56,464 $31,293 $0.04739 August 2015 September 30 (2) $0.675 $62,396 $33,790 $0.104 November 2015 (1) The initial cash distribution to EQGP’s unitholders for the second quarter of 2015 of $0.04739 per common unit was pro-rated for the 47 -day period from the date of the closing of EQGP's IPO on May 15, 2015 to June 30, 2015. (2) On October 20, 2015 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the third quarter of 2015 of $0.675 per common unit. The cash distribution will be paid on November 13, 2015 to unitholders of record, including EQGP, at the close of business on November 2, 2015 . Based on the 71,870,181 EQM common units outstanding on October 22, 2015 , the aggregate cash distributions to EQGP would be approximately $28.6 million consisting of: $14.7 million in respective of its limited partner interest, $1.2 million in respect of its general partner interest and $12.7 million in respect of its incentive distribution rights in EQM. The distributions in respect of EQGP's general partner interest and incentive distribution rights in EQM are subject to change if EQM issues additional common units on or prior to the record date for the third quarter 2015 distribution. On October 20, 2015 , the Board of Directors of the EQGP General Partner declared a cash distribution to EQGP’s unitholders for the third quarter 2015 of $0.104 per common unit, or approximately $27.7 million . The distribution will be paid on November 23, 2015 to unitholders of record at the close of business on November 2, 2015 . |
Financial Statements (Policies)
Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of EQGP as of September 30, 2015 and December 31, 2014 , the results of its operations for the three and nine months ended September 30, 2015 and 2014 and its cash flows and equity and partners' capital for the nine months ended September 30, 2015 and 2014 . Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. EQGP has no independent operations and EQGP's only cash-generating assets consist of its partnership interests in EQM. EQGP’s financial statements differ from those of EQM primarily as a result of: (i) the presentation of noncontrolling interest ownership in EQM attributable to the publicly held limited partner interests in EQM, (ii) general and administrative expenses incurred by EQGP, which are separate from and in addition to those incurred by EQM, and (iii) incremental income tax expense as applicable to EQGP for the period prior to the EQGP IPO (see Note F). Because the EQM General Partner is a wholly owned subsidiary of EQGP and controls EQM through its general partner interest, EQM is consolidated by EQGP. As discussed in Note B, EQGP's financial statements include the historical results of the Jupiter natural gas gathering system (Jupiter), which was acquired by EQM on May 7, 2014, and NWV Gathering, which was acquired by EQM on March 17, 2015. NWV Gathering and Jupiter were businesses and the NWV Gathering and Jupiter Acquisitions (defined in Note B) were transactions between entities under common control; therefore, EQM recorded the assets and liabilities of NWV Gathering and Jupiter 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 partners’ capital. EQM recast its consolidated financial statements to retrospectively reflect the NWV Gathering Acquisition and Jupiter Acquisition as if the entities were owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned them during the periods reported. Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . For further information, refer to the EQGP Predecessor audited financial statements and footnotes thereto for the year ended December 31, 2014 included in EQGP's prospectus dated May 11, 2015 and filed with the SEC on May 12, 2015 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 will supersede most of the existing revenue recognition requirements in GAAP when it becomes effective and is required to be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. EQGP is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation . The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The ASU will be effective for annual reporting periods beginning after December 15, 2015, including interim periods therein. EQGP has evaluated this standard and determined the adoption of it will have no significant impact on reported results. In April 2015, the FASB issued ASU No. 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . The ASU adds guidance that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The ASU will be effective for annual reporting periods beginning after December 15, 2015. EQGP is currently evaluating the impact this standard will have on its financial statements and related disclosures. In August 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . This ASU clarified that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. EQGP has adopted this standard which had no significant impact on reported results or disclosures. |
Equity and Partners' Capital (T
Equity and Partners' Capital (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of common units, subordinated units and general partner units issued | The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2014 through September 30, 2015 . EQM Limited Partner Units EQM General Partner Units Common Subordinated Total Balance at January 1, 2014 30,468,902 17,339,718 975,686 48,784,306 May 2014 equity offering 12,362,500 — — 12,362,500 Jupiter Acquisition consideration (see Note B) 516,050 — 262,828 778,878 Balance at December 31, 2014 43,347,452 17,339,718 1,238,514 61,925,684 Conversion of subordinated units to common units 17,339,718 (17,339,718 ) — — 2014 EQM VDA issuance 21,063 — 430 21,493 March 2015 equity offering 9,487,500 — 25,255 9,512,755 NWV Gathering Acquisition consideration (see Note B) 511,973 — 178,816 690,789 $750 million "At the Market" (ATM) Program 827,975 — — 827,975 Balance at September 30, 2015 71,535,681 — 1,443,015 72,978,696 |
Financial Information by Busi19
Financial Information by Business Segment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of revenue from external customers and operating income and reconciliation to net income | All of EQM’s operating revenues, income from operations and assets are generated or located in the United States. Three Months Ended Nine Months Ended 2015 2014 2015 2014 (Thousands) Revenues from external customers (including affiliates): Transmission and storage $ 69,906 $ 62,436 $ 217,407 $ 180,878 Gathering 78,883 58,486 230,806 157,279 Total $ 148,789 $ 120,922 $ 448,213 $ 338,157 Operating income: Transmission and storage $ 45,048 $ 42,515 $ 148,255 $ 126,534 Gathering 57,863 39,351 168,804 100,349 Headquarters (334 ) — (1,372 ) — Total operating income $ 102,577 $ 81,866 $ 315,687 $ 226,883 Reconciliation of operating income to net income: Equity income 753 — 1,147 — Other income 1,716 806 3,599 1,634 Interest expense 11,266 8,660 34,363 20,944 Income tax expense — 15,139 25,770 47,455 Net income $ 93,780 $ 58,873 $ 260,300 $ 160,118 |
Schedule of segment assets | September 30, 2015 December 31, 2014 (Thousands) Segment assets: Transmission and storage $ 1,042,615 $ 928,864 Gathering 914,875 765,090 Total operating segments 1,957,490 1,693,954 Headquarters, including cash 210,941 432,725 Total assets $ 2,168,431 $ 2,126,679 |
Schedule of depreciation and amortization and expenditures for segment assets | Three Months Ended Nine Months Ended 2015 2014 2015 2014 (Thousands) Depreciation and amortization: Transmission and storage $ 7,776 $ 7,195 $ 21,561 $ 19,676 Gathering 5,441 5,350 15,841 13,302 Total $ 13,217 $ 12,545 $ 37,402 $ 32,978 Expenditures for segment assets: Transmission and storage $ 36,788 $ 39,826 $ 116,270 $ 78,907 Gathering 55,387 64,321 160,685 155,176 Total (1) $ 92,175 $ 104,147 $ 276,955 $ 234,083 (1) EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were $23.5 million and $19.6 million at September 30, 2015 and 2014 , respectively. Additionally, EQM capitalizes certain labor overhead costs which include a portion of non-cash equity-based compensation. These non-cash capital expenditures in the table above were less than $0.1 million and approximately $0.1 million for the three months ended September 30, 2015 and 2014 , respectively, and less than $0.1 million and approximately $0.2 million for the nine months ended September 30, 2015 and 2014 , respectively. |
Distributions (Tables)
Distributions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Summary of Cash Distributions to Unitholders | EQM declared the following cash distributions to its unitholders, including distributions to EQGP, for the periods presented: Quarter Ended EQM Total Quarterly Distribution per Common Unit EQM Total Quarterly Cash Distribution EQM Quarterly Distribution to Noncontrolling Interests EQGP Total Quarterly Distribution Per Common Unit Date of Distribution (Thousands, except per unit data) 2014 March 31 $0.49 $24,950 $13,241 N/A May 2014 June 30 $0.52 $34,100 $20,482 N/A August 2014 September 30 $0.55 $37,539 $21,664 N/A November 2014 2015 March 31 $0.61 $52,222 $29,827 N/A May 2015 June 30 (1) $0.64 $56,464 $31,293 $0.04739 August 2015 September 30 (2) $0.675 $62,396 $33,790 $0.104 November 2015 (1) The initial cash distribution to EQGP’s unitholders for the second quarter of 2015 of $0.04739 per common unit was pro-rated for the 47 -day period from the date of the closing of EQGP's IPO on May 15, 2015 to June 30, 2015. (2) On October 20, 2015 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the third quarter of 2015 of $0.675 per common unit. The cash distribution will be paid on November 13, 2015 to unitholders of record, including EQGP, at the close of business on November 2, 2015 . Based on the 71,870,181 EQM common units outstanding on October 22, 2015 , the aggregate cash distributions to EQGP would be approximately $28.6 million consisting of: $14.7 million in respective of its limited partner interest, $1.2 million in respect of its general partner interest and $12.7 million in respect of its incentive distribution rights in EQM. The distributions in respect of EQGP's general partner interest and incentive distribution rights in EQM are subject to change if EQM issues additional common units on or prior to the record date for the third quarter 2015 distribution. On October 20, 2015 , the Board of Directors of the EQGP General Partner declared a cash distribution to EQGP’s unitholders for the third quarter 2015 of $0.104 per common unit, or approximately $27.7 million . The distribution will be paid on November 23, 2015 to unitholders of record at the close of business on November 2, 2015 . |
Financial Statements (Details)
Financial Statements (Details) | May. 15, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Limited liability company interest transferred (as a percent) | 100.00% |
Acquisitions - NWV Gathering Ac
Acquisitions - NWV Gathering Acquisition (Narrative) (Details) - USD ($) $ in Thousands | Apr. 15, 2015 | Mar. 17, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | |||||
Cash payment | [1] | $ 76,037 | $ 0 | ||
NWV Gathering Acquisition | |||||
Business Acquisition [Line Items] | |||||
Consideration paid to acquire preferred interest | $ 925,700 | ||||
Cash payment | $ 873,200 | ||||
NWV Gathering Acquisition | Common Partner Units | Partnership Interest | |||||
Business Acquisition [Line Items] | |||||
Number of units part of consideration (in shares) | 511,973 | ||||
NWV Gathering Acquisition | General Partner Units | Partnership Interest | |||||
Business Acquisition [Line Items] | |||||
Number of units part of consideration (in shares) | 178,816 | ||||
EQT Energy Supply, LLC | |||||
Business Acquisition [Line Items] | |||||
Consideration paid to acquire preferred interest | $ 124,300 | ||||
[1] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Acquisitions - MVP Interest Acq
Acquisitions - MVP Interest Acquisition (Narrative) (Details) $ in Millions | Mar. 30, 2015USD ($)mi |
MVP Interest Acquisition | |
Business Acquisition [Line Items] | |
Membership interest (as a percent) | 100.00% |
Consideration paid | $ 54.2 |
Mountain Valley Pipeline | |
Business Acquisition [Line Items] | |
Length of pipeline (in miles) | mi | 300 |
MVP Holdco | |
Business Acquisition [Line Items] | |
Membership interest (as a percent) | 100.00% |
Acquisitions - Jupiter Acquisit
Acquisitions - Jupiter Acquisition (Narrative) (Details) - USD ($) $ in Thousands | May. 07, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Cash payment | [1] | $ 76,037 | $ 0 | |
Common units issued (in shares) | [2] | 266,165,000 | ||
EQT | Jupiter Acquisition | ||||
Business Acquisition [Line Items] | ||||
Consideration paid | $ 1,180,000 | |||
Cash payment | $ 1,121,000 | |||
Common units issued (in shares) | 516,050 | |||
General partner units issued (in shares) | 262,828 | |||
[1] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | |||
[2] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Equity and Partners' Capital -
Equity and Partners' Capital - Holdings of EQGP Equity (Narrative) (Details) - shares | May. 15, 2015 | Sep. 30, 2015 | |
Class of Stock [Line Items] | |||
Common units outstanding (in shares) | [1] | 266,165,000 | |
Limited Partner Common | |||
Class of Stock [Line Items] | |||
Number of common units issued for IPO (in shares) | 26,450,000 | ||
Common units outstanding (in shares) | 26,450,000 | ||
Limited partner ownership interest (as a percent) | 9.90% | ||
Affiliated Entity | Limited Partner Common | |||
Class of Stock [Line Items] | |||
Common units outstanding (in shares) | 21,811,643 | ||
Limited partner ownership interest (as a percent) | 29.89% | ||
Affiliated Entity | Limited Partner Common | EQT Corporation and Subsidiaries | |||
Class of Stock [Line Items] | |||
Common units outstanding (in shares) | 239,715,000 | ||
Limited partner ownership interest (as a percent) | 90.10% | ||
[1] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Equity and Partners' Capital 26
Equity and Partners' Capital - Holdings of EQM Equity (Narrative) (Details) | May. 15, 2015shares | Mar. 18, 2015USD ($)shares | Mar. 17, 2015USD ($)shares | Feb. 17, 2015 | Feb. 28, 2015shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | [2] | Dec. 31, 2014shares | Dec. 31, 2012shares | Dec. 31, 2013shares | ||
Class of Stock [Line Items] | ||||||||||||||
Common unit aggregate offering price, maximum amount | $ | $ 750,000,000 | |||||||||||||
Common units outstanding (in shares) | [1] | 266,165,000 | 266,165,000 | |||||||||||
General partner ownership interest (as a percent) | 2.00% | |||||||||||||
Proceeds from the issuance of EQM common units, net of offering costs | $ | $ 62,200,000 | $ 758,812,000 | [2] | $ 902,467,000 | ||||||||||
Increase to deferred tax liability | $ | $ 73,000,000 | |||||||||||||
Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Increase (decrease) in additional paid in capital, change in subsidiary ownership | $ | 122,800,000 | |||||||||||||
Noncontrolling Interest | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Increase (decrease) in additional paid in capital, change in subsidiary ownership | $ | $ (195,800,000) | |||||||||||||
EQT Midstream Partners | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of general partner units (in shares) | 72,978,696 | 72,978,696 | 61,925,684 | 48,784,306 | ||||||||||
Conversion ratio | 1 | |||||||||||||
2014 EQM VDA issuance (in shares) | 21,493 | |||||||||||||
Equity offering (in shares) | 9,512,755 | 12,362,500 | ||||||||||||
Limited Partner Common | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common units outstanding (in shares) | 26,450,000 | 26,450,000 | ||||||||||||
Limited partner ownership interest (as a percent) | 9.90% | |||||||||||||
Equity offering (in shares) | 26,450,000 | |||||||||||||
Limited Partner Common | EQT Midstream Partners | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common units outstanding (in shares) | 49,724,038 | 49,724,038 | ||||||||||||
Limited partner ownership interest (as a percent) | 68.14% | |||||||||||||
Number of general partner units (in shares) | 71,535,681 | 71,535,681 | 43,347,452 | 30,468,902 | ||||||||||
2014 EQM VDA issuance (in shares) | 21,063 | 21,063 | ||||||||||||
Equity offering (in shares) | 8,250,000 | 9,487,500 | 12,362,500 | |||||||||||
Proceeds from the issuance of EQM common units, net of offering costs | $ | $ 696,600,000 | |||||||||||||
Limited Partner Common | EQT Midstream Partners | Over-Allotment Option | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Equity offering (in shares) | 1,237,500 | |||||||||||||
General Partner | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of general partner units (in shares) | 1,443,015 | 1,443,015 | ||||||||||||
General partner ownership interest (as a percent) | 1.98% | |||||||||||||
General Partner | EQT Midstream Partners | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of general partner units (in shares) | 1,443,015 | 1,443,015 | 1,238,514 | 975,686 | ||||||||||
2014 EQM VDA issuance (in shares) | 430 | 430 | ||||||||||||
Equity offering (in shares) | 25,255 | 0 | ||||||||||||
General Partner | EQT Corporation and Subsidiaries | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
General partner ownership interest (as a percent) | 2.00% | 2.00% | ||||||||||||
Sale of general partner units | $ | $ 1,900,000 | |||||||||||||
Limited Partner Subordinated | EQT Midstream Partners | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of general partner units (in shares) | 0 | 0 | 17,339,718 | 17,339,718 | ||||||||||
Number of units issued in connection with IPO (in shares) | 17,339,718 | |||||||||||||
2014 EQM VDA issuance (in shares) | 0 | |||||||||||||
Equity offering (in shares) | 0 | 0 | ||||||||||||
Affiliated Entity | Limited Partner Common | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common units outstanding (in shares) | 21,811,643 | 21,811,643 | ||||||||||||
Limited partner ownership interest (as a percent) | 29.89% | |||||||||||||
Affiliated Entity | Limited Partner Common | EQT Corporation and Subsidiaries | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common units outstanding (in shares) | 239,715,000 | 239,715,000 | ||||||||||||
Limited partner ownership interest (as a percent) | 90.10% | |||||||||||||
Affiliated Entity | General Partner | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of general partner units (in shares) | 1,443,015 | 1,443,015 | ||||||||||||
General partner ownership interest (as a percent) | 1.98% | |||||||||||||
[1] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | |||||||||||||
[2] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Equity and Partners' Capital 27
Equity and Partners' Capital - Holdings of EQM Equity Table (Details) - shares | May. 15, 2015 | Mar. 18, 2015 | Mar. 17, 2015 | Oct. 22, 2015 | Feb. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||||||
Common units issued (in shares) | 827,975 | |||||||
Limited Partner Common | ||||||||
Class of Stock [Line Items] | ||||||||
Equity offering (in shares) | 26,450,000 | |||||||
Common units issued (in shares) | 827,975 | |||||||
Limited Partner Subordinated | ||||||||
Class of Stock [Line Items] | ||||||||
Common units issued (in shares) | 0 | |||||||
General Partner | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance (in shares) | 1,443,015 | |||||||
Common units issued (in shares) | 0 | |||||||
EQT Midstream Partners | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance (in shares) | 72,978,696 | 61,925,684 | 48,784,306 | |||||
Equity offering (in shares) | 9,512,755 | 12,362,500 | ||||||
Conversion of subordinated units to common units (in shares) | 0 | |||||||
2014 EQM VDA issuance (in shares) | 21,493 | |||||||
EQT Midstream Partners | Limited Partner Common | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance (in shares) | 71,535,681 | 43,347,452 | 30,468,902 | |||||
Equity offering (in shares) | 8,250,000 | 9,487,500 | 12,362,500 | |||||
Conversion of subordinated units to common units (in shares) | 17,339,718 | |||||||
2014 EQM VDA issuance (in shares) | 21,063 | 21,063 | ||||||
EQT Midstream Partners | Limited Partner Subordinated | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance (in shares) | 0 | 17,339,718 | 17,339,718 | |||||
Equity offering (in shares) | 0 | 0 | ||||||
Conversion of subordinated units to common units (in shares) | (17,339,718) | |||||||
2014 EQM VDA issuance (in shares) | 0 | |||||||
EQT Midstream Partners | General Partner | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance (in shares) | 1,443,015 | 1,238,514 | 975,686 | |||||
Equity offering (in shares) | 25,255 | 0 | ||||||
Conversion of subordinated units to common units (in shares) | 0 | |||||||
2014 EQM VDA issuance (in shares) | 430 | 430 | ||||||
EQT Midstream Partners | Jupiter Acquisition | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition consideration (in shares) | 778,878 | |||||||
EQT Midstream Partners | Jupiter Acquisition | Limited Partner Common | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition consideration (in shares) | 516,050 | |||||||
EQT Midstream Partners | Jupiter Acquisition | Limited Partner Subordinated | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition consideration (in shares) | 0 | |||||||
EQT Midstream Partners | Jupiter Acquisition | General Partner | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition consideration (in shares) | 262,828 | |||||||
EQT Midstream Partners | NWV Gathering Acquisition | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition consideration (in shares) | 690,789 | |||||||
EQT Midstream Partners | NWV Gathering Acquisition | Limited Partner Common | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition consideration (in shares) | 511,973 | |||||||
EQT Midstream Partners | NWV Gathering Acquisition | Limited Partner Subordinated | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition consideration (in shares) | 0 | |||||||
EQT Midstream Partners | NWV Gathering Acquisition | General Partner | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition consideration (in shares) | 178,816 |
Equity and Partners' Capital 28
Equity and Partners' Capital - EQM's Common, Subordinated and General Partner Units Issued (Details) - USD ($) | May. 15, 2015 | Mar. 18, 2015 | Mar. 17, 2015 | Oct. 22, 2015 | Feb. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Class of Stock [Line Items] | |||||||||||
Common unit aggregate offering price, maximum amount | $ 750,000,000 | ||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Common units issued (in shares) | 827,975 | ||||||||||
Common unit, issued, average price per unit (in dollars per share) | $ 76.58 | ||||||||||
Proceeds from issuance of common limited partners units | $ 62,200,000 | $ 758,812,000 | [1] | $ 902,467,000 | [1] | ||||||
Payments for commissions | 700,000 | ||||||||||
Other offering expense | $ 500,000 | ||||||||||
General partner ownership interest (as a percent) | 2.00% | ||||||||||
Limited Partners Common | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Equity offering (in shares) | 26,450,000 | ||||||||||
Common units issued (in shares) | 827,975 | ||||||||||
Limited Partner Subordinated | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Common units issued (in shares) | 0 | ||||||||||
General Partner | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Beginning balance (in shares) | 1,443,015 | ||||||||||
Ending Balance (in shares) | 1,443,015 | 1,443,015 | |||||||||
Common units issued (in shares) | 0 | ||||||||||
General partner ownership interest (as a percent) | 1.98% | ||||||||||
EQT Midstream Partners | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Beginning balance (in shares) | 72,978,696 | 61,925,684 | 48,784,306 | 48,784,306 | |||||||
Equity offering (in shares) | 9,512,755 | 12,362,500 | |||||||||
Conversion of subordinated units to common units (in shares) | 0 | ||||||||||
2014 EQM VDA issuance (in shares) | 21,493 | ||||||||||
Ending Balance (in shares) | 72,978,696 | 72,978,696 | 61,925,684 | ||||||||
EQT Midstream Partners | Limited Partners Common | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Beginning balance (in shares) | 71,535,681 | 43,347,452 | 30,468,902 | 30,468,902 | |||||||
Equity offering (in shares) | 8,250,000 | 9,487,500 | 12,362,500 | ||||||||
Conversion of subordinated units to common units (in shares) | 17,339,718 | ||||||||||
2014 EQM VDA issuance (in shares) | 21,063 | 21,063 | |||||||||
Ending Balance (in shares) | 71,535,681 | 71,535,681 | 43,347,452 | ||||||||
Proceeds from issuance of common limited partners units | $ 696,600,000 | ||||||||||
EQT Midstream Partners | Limited Partner Subordinated | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Beginning balance (in shares) | 0 | 17,339,718 | 17,339,718 | 17,339,718 | |||||||
Equity offering (in shares) | 0 | 0 | |||||||||
Conversion of subordinated units to common units (in shares) | (17,339,718) | ||||||||||
2014 EQM VDA issuance (in shares) | 0 | ||||||||||
Ending Balance (in shares) | 0 | 0 | 17,339,718 | ||||||||
EQT Midstream Partners | General Partner | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Beginning balance (in shares) | 1,443,015 | 1,238,514 | 975,686 | 975,686 | |||||||
Equity offering (in shares) | 25,255 | 0 | |||||||||
Conversion of subordinated units to common units (in shares) | 0 | ||||||||||
2014 EQM VDA issuance (in shares) | 430 | 430 | |||||||||
Ending Balance (in shares) | 1,443,015 | 1,443,015 | 1,238,514 | ||||||||
EQT Midstream Partners | Jupiter Acquisition | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Acquisition consideration (in shares) | 778,878 | ||||||||||
EQT Midstream Partners | Jupiter Acquisition | Limited Partners Common | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Acquisition consideration (in shares) | 516,050 | ||||||||||
EQT Midstream Partners | Jupiter Acquisition | Limited Partner Subordinated | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Acquisition consideration (in shares) | 0 | ||||||||||
EQT Midstream Partners | Jupiter Acquisition | General Partner | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Acquisition consideration (in shares) | 262,828 | ||||||||||
EQT Midstream Partners | NWV Gathering Acquisition | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Acquisition consideration (in shares) | 690,789 | ||||||||||
EQT Midstream Partners | NWV Gathering Acquisition | Limited Partners Common | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Acquisition consideration (in shares) | 511,973 | ||||||||||
EQT Midstream Partners | NWV Gathering Acquisition | Limited Partner Subordinated | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Acquisition consideration (in shares) | 0 | ||||||||||
EQT Midstream Partners | NWV Gathering Acquisition | General Partner | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Acquisition consideration (in shares) | 178,816 | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Increase (decrease) to common units | $ 16,200,000 | ||||||||||
Noncontrolling Interest | |||||||||||
Class of Stock [Line Items] | |||||||||||
Increase (decrease) to common units | $ (16,200,000) | ||||||||||
Subsequent Event | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Common unit, issued, average price per unit (in dollars per share) | $ 70.82 | ||||||||||
Proceeds from issuance of common limited partners units | $ 23,500,000 | ||||||||||
Subsequent Event | Limited Partners Common | |||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Equity offering (in shares) | 334,500 | ||||||||||
[1] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Financial Information by Busi29
Financial Information by Business Segment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | ||||
Segment Information | ||||||||
Number of operating segments | segment | 2 | |||||||
Revenues from external customers (including affiliates): | ||||||||
Revenues from external customers (including affiliates) | [1],[2] | $ 148,789 | $ 120,922 | $ 448,213 | $ 338,157 | |||
Operating income: | ||||||||
Operating income | [1] | 102,577 | 81,866 | 315,687 | 226,883 | |||
Reconciliation of operating income to net income: | ||||||||
Equity income | [1],[3] | 753 | 0 | 1,147 | [4] | 0 | [4] | |
Other income | [1] | 1,716 | 806 | 3,599 | 1,634 | |||
Interest expense | [1],[5] | 11,266 | 8,660 | 34,363 | 20,944 | |||
Income tax expense | [1] | 0 | 15,139 | 25,770 | 47,455 | |||
Net income | [1] | 93,780 | 58,873 | 260,300 | [4],[6] | 160,118 | [4],[6] | |
Segment assets: | ||||||||
Assets | [7] | 2,168,431 | 2,168,431 | $ 2,126,679 | ||||
Depreciation and amortization: | ||||||||
Depreciation and amortization | [1] | 13,217 | 12,545 | 37,402 | [4] | 32,978 | [4] | |
Expenditures for segment assets: | ||||||||
Accrued capital expenditures | 23,500 | 19,600 | 23,500 | 19,600 | ||||
Non-cash compensation costs capitalized (less than and approximately for the three and six months ended June 30, 2015 and 2014, respectively) | 100 | 100 | 200 | |||||
Total operating segments | ||||||||
Revenues from external customers (including affiliates): | ||||||||
Revenues from external customers (including affiliates) | 148,789 | 120,922 | 448,213 | 338,157 | ||||
Segment assets: | ||||||||
Assets | 1,957,490 | 1,957,490 | 1,693,954 | |||||
Depreciation and amortization: | ||||||||
Depreciation and amortization | 13,217 | 12,545 | 37,402 | 32,978 | ||||
Expenditures for segment assets: | ||||||||
Expenditures for segment assets | 92,175 | 104,147 | 276,955 | 234,083 | ||||
Total operating segments | Transmission and storage | ||||||||
Revenues from external customers (including affiliates): | ||||||||
Revenues from external customers (including affiliates) | 69,906 | 62,436 | 217,407 | 180,878 | ||||
Operating income: | ||||||||
Operating income | 45,048 | 42,515 | 148,255 | 126,534 | ||||
Segment assets: | ||||||||
Assets | 1,042,615 | 1,042,615 | 928,864 | |||||
Depreciation and amortization: | ||||||||
Depreciation and amortization | 7,776 | 7,195 | 21,561 | 19,676 | ||||
Expenditures for segment assets: | ||||||||
Expenditures for segment assets | 36,788 | 39,826 | 116,270 | 78,907 | ||||
Total operating segments | Gathering | ||||||||
Revenues from external customers (including affiliates): | ||||||||
Revenues from external customers (including affiliates) | 78,883 | 58,486 | 230,806 | 157,279 | ||||
Operating income: | ||||||||
Operating income | 57,863 | 39,351 | 168,804 | 100,349 | ||||
Segment assets: | ||||||||
Assets | 914,875 | 914,875 | 765,090 | |||||
Depreciation and amortization: | ||||||||
Depreciation and amortization | 5,441 | 5,350 | 15,841 | 13,302 | ||||
Expenditures for segment assets: | ||||||||
Expenditures for segment assets | 55,387 | 64,321 | 160,685 | 155,176 | ||||
Headquarters | ||||||||
Operating income: | ||||||||
Operating income | (334) | $ 0 | (1,372) | $ 0 | ||||
Segment assets: | ||||||||
Assets | $ 210,941 | $ 210,941 | $ 432,725 | |||||
[1] | Financial statements for the nine months ended September 30, 2015 and the three months ended September 30, 2014 have been retrospectively recast to reflect the inclusion of the Northern West Virginia Marcellus gathering system (NWV Gathering). See Note B. | |||||||
[2] | Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $111.6 million and $86.7 million for the three months ended September 30, 2015 and 2014, respectively, and $325.9 million and $233.9 million for the nine months ended September 30, 2015 and 2014, respectively. See Note E. | |||||||
[3] | Equity income relates to EQM's interest in Mountain Valley Pipeline, LLC, which is a related party. | |||||||
[4] | inancial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | |||||||
[5] | Interest expense included interest on a capital lease with an affiliate of $5.6 million and $4.7 million for the three months ended September 30, 2015 and 2014, respectively, and $17.4 million and $15.0 million for the nine months ended September 30, 2015 and 2014, respectively. | |||||||
[6] | Financial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. | |||||||
[7] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Income Tax Disclosure [Abstract] | ||||
Elimination of net current and deferred tax liabilities | [1] | $ 164,600 | $ 164,586 | |
Effective income tax rate | 9.00% | 22.90% | ||
[1] | Financial statements for the nine months ended September 30, 2015 and 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Short-term Loans - EQDP Working
Short-term Loans - EQDP Working Capital Facility (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2015 | May. 15, 2015 | Dec. 31, 2014 | ||
Short-term Debt [Line Items] | |||||
Short-term loans | [1] | $ 350,000,000 | $ 350,000,000 | $ 0 | |
EQT Corporation and Subsidiaries | Working Capital Facility | Line of Credit | |||||
Short-term Debt [Line Items] | |||||
Short-term loans | 700,000 | 700,000 | |||
Maximum amount of short term loans outstanding | 700,000 | 700,000 | |||
Average daily balance of short term loans outstanding | $ 500,000 | $ 200,000 | |||
Weighted average annual interest rate (as a percent) | 1.70% | 1.70% | |||
EQT Corporation and Subsidiaries | Working Capital Facility | Line of Credit | |||||
Short-term Debt [Line Items] | |||||
Interest bearing loans outstanding | $ 50,000,000 | ||||
Interest bearing loans outstanding maturity period | 90 days | ||||
[1] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Short-term Loans - EQM Credit F
Short-term Loans - EQM Credit Facility (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Line of Credit Facility [Line Items] | ||||||
Short-term loans | [1] | $ 350,000,000 | $ 350,000,000 | $ 0 | ||
EQT Midstream Partners | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility | 750,000,000 | 750,000,000 | ||||
EQT Midstream Partners | Line of Credit | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, outstanding amount | 350,000,000 | |||||
Short-term loans | $ 0 | |||||
EQT Midstream Partners | Short-term Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum amount of short term loans outstanding | 404,000,000 | $ 330,000,000 | 404,000,000 | $ 450,000,000 | ||
Average daily balance of short term loans outstanding | $ 357,000,000 | $ 133,000,000 | $ 241,000,000 | $ 159,000,000 | ||
Weighter average annual interest rate (as a percent) | 1.70% | 1.70% | 1.70% | 1.70% | ||
[1] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value of long-term debt | [1] | $ 493,209 | $ 492,633 |
EQT Midstream Partners | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of long-term debt | 441,000 | 496,000 | |
Carrying value of long-term debt | $ 493,000 | $ 493,000 | |
[1] | Financial statements as of December 31, 2014 have been retrospectively recast to reflect the inclusion of NWV Gathering. See Note B. |
Distributions - (Narrative) (De
Distributions - (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 22, 2015 | Oct. 20, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | |
Class of Stock [Line Items] | ||||||||||
Cash distribution period after quarter end | 55 days | |||||||||
Cash distributions declared per unit (in dollars per share) | [1],[2] | $ 0.104 | $ 0.15139 | |||||||
Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash distributions declared per unit (in dollars per share) | $ 0.1040 | |||||||||
Cash distribution in respect of general partner interest | $ 27,700 | |||||||||
EQT Midstream Partners | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash distribution period after quarter end | 45 days | |||||||||
Cash distributions declared per unit (in dollars per share) | $ 0.675 | $ 0.64 | $ 0.61 | $ 0.55 | $ 0.52 | $ 0.49 | ||||
Cash distribution in respect of general partner interest | $ 62,396 | $ 56,464 | $ 52,222 | $ 37,539 | $ 34,100 | $ 24,950 | ||||
EQT Midstream Partners | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash distributions declared per unit (in dollars per share) | $ 0.675 | |||||||||
Common unit, outstanding (in shares) | 71,870,181 | |||||||||
Cash distribution in respect of general partner interest | $ 28,600 | |||||||||
EQGP | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash distributions declared per unit (in dollars per share) | $ 0.104 | $ 0.04739 | ||||||||
Prorated period from date of closing | 47 days | |||||||||
Limited Partner | EQT Midstream Partners | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash distribution in respect of general partner interest | 14,700 | |||||||||
General Partner | EQT Midstream Partners | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash distribution in respect of general partner interest | 1,200 | |||||||||
Cash distribution related to incentive distribution rights | $ 12,700 | |||||||||
[1] | Financial statements for the nine months ended September 30, 2015 and the three months ended September 30, 2014 have been retrospectively recast to reflect the inclusion of the Northern West Virginia Marcellus gathering system (NWV Gathering). See Note B. | |||||||||
[2] | Represents the cash distributions declared related to the post-initial public offering period only. See Note I. |
Distributions - Cash Distributi
Distributions - Cash Distributions Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | ||
Distribution Made to Limited Partner [Line Items] | ||||||||
EQM Total Quarterly Distribution per Common Unit (in dollars per share) | [1],[2] | $ 0.104 | $ 0.15139 | |||||
EQT Midstream Partners | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
EQM Total Quarterly Distribution per Common Unit (in dollars per share) | $ 0.675 | $ 0.64 | $ 0.61 | $ 0.55 | $ 0.52 | $ 0.49 | ||
EQM Total Quarterly Cash Distribution | $ 62,396 | $ 56,464 | $ 52,222 | $ 37,539 | $ 34,100 | $ 24,950 | ||
EQT Midstream Partners | Noncontrolling Interest | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
EQM Total Quarterly Cash Distribution | $ 33,790 | $ 31,293 | $ 29,827 | $ 21,664 | $ 20,482 | $ 13,241 | ||
EQGP | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
EQM Total Quarterly Distribution per Common Unit (in dollars per share) | $ 0.104 | $ 0.04739 | ||||||
[1] | Financial statements for the nine months ended September 30, 2015 and the three months ended September 30, 2014 have been retrospectively recast to reflect the inclusion of the Northern West Virginia Marcellus gathering system (NWV Gathering). See Note B. | |||||||
[2] | Represents the cash distributions declared related to the post-initial public offering period only. See Note I. |