Cover
Cover - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-38629 | |
Entity Registrant Name | EQUITRANS MIDSTREAM CORPORATION | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 83-0516635 | |
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 Stock | |
Trading Symbol | ETRN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Small Business Entity | false | |
Entity Shell Company | false | |
Entity Common Units, Unit Outstanding (in shares) | 254,744 | |
Entity Central Index Key | 0001747009 | |
Amendment Flag | false | |
Current Fiscal Year End | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Former Address | ||
Entity Information [Line Items] | ||
Entity Address, Address Line One | 625 Liberty Avenue, Suite 2000 | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15222 |
Statements of Condensed Consoli
Statements of Condensed Consolidated Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||||
Income Statement [Abstract] | |||||||
Operating revenues | [1] | $ 408,434 | $ 364,584 | $ 1,204,383 | $ 1,110,307 | ||
Operating expenses: | |||||||
Operating and maintenance | [2] | 43,021 | 48,092 | 117,460 | 118,534 | ||
Selling, general and administrative | [2] | 24,151 | 27,380 | 83,553 | 82,853 | ||
Separation and other transaction costs | [2] | 256 | 16,681 | 24,606 | 47,995 | ||
Depreciation | 59,460 | 43,722 | 166,730 | 127,235 | |||
Amortization of intangible assets | 14,540 | 10,387 | 38,677 | 31,160 | |||
Impairments of long-lived assets | [3] | 305,459 | 0 | 385,594 | [4] | 0 | [4] |
Total operating expenses | 446,887 | 146,262 | 816,620 | 407,777 | |||
Operating (loss) income | (38,453) | 218,322 | 387,763 | 702,530 | |||
Equity income | [5] | 44,448 | 16,087 | 112,293 | 35,836 | ||
Other income | 70 | 1,345 | 2,637 | 3,193 | |||
Net interest expense | [6] | 65,606 | 36,862 | 188,268 | 68,848 | ||
(Loss) income before income taxes | (59,541) | 198,892 | 314,425 | 672,711 | |||
Income tax expense | 1,948 | 12,926 | 45,868 | 43,394 | |||
Net (loss) income | (61,489) | 185,966 | 268,557 | 629,317 | |||
Net income attributable to noncontrolling interests | 4,336 | 103,141 | 203,562 | 362,696 | |||
Net (loss) income attributable to Equitrans Midstream | $ (65,825) | $ 82,825 | $ 64,995 | $ 266,621 | |||
Basic: | |||||||
Weighted average common stock outstanding (in shares) | 254,915 | 254,432 | 254,868 | 254,432 | |||
Net (loss) income (in dollars per share) | $ (0.26) | $ 0.33 | $ 0.26 | $ 1.05 | |||
Diluted: | |||||||
Weighted average common stock outstanding (in shares) | 254,915 | 255,033 | 254,887 | 255,033 | |||
Net (loss) income (in dollars per share) | $ (0.26) | $ 0.32 | $ 0.25 | $ 1.05 | |||
Statement of comprehensive (loss) income: | |||||||
Net income | $ (61,489) | $ 185,966 | $ 268,557 | $ 629,317 | |||
Other comprehensive income (loss), net of tax: | |||||||
2019 pension and other post-retirement benefits liability adjustment, net of tax expense of $7 and $22 | 21 | 0 | (252) | 0 | |||
Other comprehensive income (loss) | 21 | 0 | (252) | 0 | |||
Comprehensive (loss) income | (61,468) | 185,966 | 268,305 | 629,317 | |||
Less: Comprehensive income attributable to noncontrolling interests | 4,336 | 103,141 | 203,562 | 362,696 | |||
Comprehensive (loss) income attributable to Equitrans Midstream | $ (65,804) | $ 82,825 | $ 64,743 | $ 266,621 | |||
Dividends declared per common share (in dollars per share) | $ 0.45 | $ 0 | $ 1.35 | $ 0 | |||
[1] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) of $275.4 million and $276.9 million for the three months ended September 30, 2019 and 2018 , respectively, and $843.9 million and $827.8 million for the nine months ended September 30, 2019 and 2018 , respectively. See Note 8 . | ||||||
[2] | Operating and maintenance expense included charges to EQT of $2.4 million for both the three and nine months ended September 30, 2019 . For the three and nine months ended September 30, 2018 , operating and maintenance expense included charges from EQT of $14.0 million and $38.4 million , respectively. Selling, general and administrative expense included charges from EQT of $1.0 million for both the three and nine months ended September 30, 2019 . Selling, general and administrative expense included charges from EQT of $26.2 million and $76.9 million for the three and nine months ended September 30, 2018 , respectively. See Note 8 . Separation and other transaction costs for the three and nine months ended September 30, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1 ) and included charges allocated to Equitrans Midstream from EQT of $11.0 million and $34.6 million , respectively. See Notes 1 and 8 . | ||||||
[3] | See Note 4 for disclosure regarding impairments of long-lived assets. | ||||||
[4] | See Note 4 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] | Net interest expense included interest income on the Preferred Interest in EQT Energy Supply, LLC (EES), a subsidiary of EQT, of $1.6 million and $1.6 million for the three months ended September 30, 2019 and 2018 , respectively, and $4.8 million and $5.0 million for the nine months ended September 30, 2019 and 2018 , respectively. |
Statements of Condensed Conso_2
Statements of Condensed Consolidated Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Pension and other post-retirement benefits liability adjustment, tax expense | $ 7 | $ 0 | $ 22 | $ 0 | |
Operating and maintenance expense | [1] | 43,021 | 48,092 | 117,460 | 118,534 |
Selling, general and administrative expense | [1] | 24,151 | 27,380 | 83,553 | 82,853 |
Transaction costs | [1] | 256 | 16,681 | 24,606 | 47,995 |
EQT Corporation and Subsidiaries | |||||
Revenue from Related Parties | 275,400 | 276,900 | 843,900 | 827,800 | |
Operating and maintenance expense | 2,400 | 14,000 | 2,400 | 38,400 | |
Selling, general and administrative expense | 1,000 | 26,200 | 1,000 | 76,900 | |
Transaction costs | 11,000 | 34,600 | |||
EES | |||||
Interest income | $ 1,600 | $ 1,600 | $ 4,800 | $ 5,000 | |
[1] | Operating and maintenance expense included charges to EQT of $2.4 million for both the three and nine months ended September 30, 2019 . For the three and nine months ended September 30, 2018 , operating and maintenance expense included charges from EQT of $14.0 million and $38.4 million , respectively. Selling, general and administrative expense included charges from EQT of $1.0 million for both the three and nine months ended September 30, 2019 . Selling, general and administrative expense included charges from EQT of $26.2 million and $76.9 million for the three and nine months ended September 30, 2018 , respectively. See Note 8 . Separation and other transaction costs for the three and nine months ended September 30, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1 ) and included charges allocated to Equitrans Midstream from EQT of $11.0 million and $34.6 million , respectively. See Notes 1 and 8 . |
Statements of Condensed Conso_3
Statements of Condensed Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | ||
Cash flows from operating activities: | |||
Net income | $ 268,557 | $ 629,317 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 166,730 | 127,235 | |
Amortization of intangible assets | 38,677 | 31,160 | |
Deferred income taxes | 45,868 | (164,333) | |
Impairments of long-lived assets | [1],[2] | 385,594 | 0 |
Equity income | [3] | (112,293) | (35,836) |
Other income | (3,866) | (3,585) | |
Non-cash long-term compensation expense | 1,900 | 1,293 | |
Changes in other assets and liabilities: | |||
Accounts receivable | 28,773 | 2,193 | |
Accounts payable | (72,369) | 91,421 | |
Accrued interest | (39,103) | 35,098 | |
Other assets and other liabilities | (17,999) | (12,570) | |
Net cash provided by operating activities | 690,469 | 701,393 | |
Cash flows from investing activities: | |||
Capital expenditures | (769,937) | (624,359) | |
Capital contributions to the MVP Joint Venture | (512,852) | (446,049) | |
Bolt-on Acquisition (defined in Note 3), net of cash acquired | (837,231) | 0 | |
Principal payments received on the Preferred Interest | 3,471 | 3,281 | |
Net cash used in investing activities | (2,116,549) | (1,067,127) | |
Cash flows from financing activities: | |||
Proceeds from credit facility borrowings | 1,969,000 | 2,524,000 | |
Payments on credit facility borrowings | (2,325,500) | (2,968,000) | |
Proceeds from the issuance of EQM's long-term debt | 1,400,000 | 2,500,000 | |
Debt discount and issuance costs | (2,563) | (34,249) | |
Cash paid for long-term debt | (32,825) | 0 | |
Proceeds from issuance of Series A Preferred Units, net of offering costs | 1,158,313 | 0 | |
Distributions paid to noncontrolling interest unitholders | (285,834) | (279,539) | |
Distributions paid to EQM Series A Preferred unitholders | (22,979) | 0 | |
Dividends paid | (333,493) | 0 | |
Purchase of EQGP common units | (238,455) | 0 | |
Proceeds from the EQGP Working Capital Facility loan | 0 | 32 | |
Net distributions to EQT | 0 | (1,138,412) | |
Acquisition of 25% of Strike Force Midstream LLC | 0 | (175,000) | |
Net cash provided by financing activities | 1,285,664 | 428,832 | |
Net change in cash and cash equivalents | (140,416) | 63,098 | |
Cash and cash equivalents at beginning of period | 294,172 | 121,004 | |
Cash and cash equivalents at end of period | 153,756 | 184,102 | |
Cash paid during the period for: | |||
Interest, net of amount capitalized | 223,257 | 42,655 | |
Non-cash activity during the period for: | |||
Settlement of transaction costs with EQT | 0 | 87,982 | |
Net settlement of current income taxes payable with EQT | $ 0 | $ 54,033 | |
[1] | See Note 4 for disclosure regarding impairments of long-lived assets. | ||
[2] | See Note 4 for disclosure regarding impairments of long-lived assets. | ||
[3] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9 . |
Statements of Condensed Conso_4
Statements of Condensed Consolidated Cash Flows (Unaudited) Statements of Condensed Consolidated Cash Flows(Parenthetical) | Sep. 30, 2018 |
Statement of Cash Flows [Abstract] | |
Percentage of voting interests acquired | 25.00% |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 153,756 | $ 294,172 | |
Accounts receivable (net of allowance for doubtful accounts of $29 and $75 as of September 30, 2019 and December 31, 2018, respectively) | [1] | 243,540 | 255,496 |
Other current assets | 24,885 | 19,171 | |
Total current assets | 422,181 | 568,839 | |
Property, plant and equipment | 8,439,361 | 6,469,846 | |
Less: accumulated depreciation | (824,931) | (602,199) | |
Net property, plant and equipment | 7,614,430 | 5,867,647 | |
Investment in unconsolidated entity | 2,227,321 | 1,510,289 | |
Goodwill | [2] | 1,070,363 | 1,239,269 |
Net intangible assets | 812,020 | 576,113 | |
Deferred income taxes | 190,954 | 597,321 | |
Other assets | 238,719 | 164,357 | |
Total assets | 12,575,988 | 10,523,835 | |
Current liabilities: | |||
Current portion of long-term debt | 6,000 | 6,000 | |
Accounts payable | [3] | 172,958 | 210,007 |
Capital contribution payable to the MVP Joint Venture | 261,089 | 169,202 | |
Accrued interest | 41,258 | 80,236 | |
Accrued liabilities | 77,005 | 84,011 | |
Total current liabilities | 558,310 | 549,456 | |
Credit facility borrowings | [4] | 557,500 | 641,500 |
EQM long-term debt | 4,858,208 | 3,456,639 | |
Long-term debt | 562,389 | 562,105 | |
Regulatory and other long-term liabilities | 98,331 | 54,502 | |
Total liabilities | 6,634,738 | 5,264,202 | |
Equity: | |||
Common stock, no par value, 254,744 and 254,271 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 1,381,092 | 425,370 | |
Retained (deficit) earnings | (234,250) | 33,932 | |
Accumulated other comprehensive loss | (1,761) | (1,509) | |
Total common shareholders' equity | 1,145,081 | 457,793 | |
Noncontrolling interests | 4,796,169 | 4,801,840 | |
Total shareholders' equity | 5,941,250 | 5,259,633 | |
Total liabilities and shareholders' equity | $ 12,575,988 | $ 10,523,835 | |
[1] | Accounts receivable as of September 30, 2019 and December 31, 2018 included approximately $175.7 million and $175.9 million , respectively, of accounts receivable due from EQT. | ||
[2] | See Note 4 for disclosure regarding impairments of goodwill. | ||
[3] | Accounts payable as of December 31, 2018 included approximately $34.1 million due to EQT. There was no related party balance with EQT included in accounts payable as of September 30, 2019 . | ||
[4] | As of September 30, 2019 , the Company had credit facility borrowings outstanding of approximately $265 million and $293 million on the EQM Credit Facility and the Eureka Credit Facility, respectively (both defined herein). The Company had no borrowings outstanding under its credit facilities as of September 30, 2019 . See Note 10 for further detail. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts receivable, related parties | $ 175,700,000 | $ 175,900,000 |
Accounts payable, related parties | 0 | 34,100,000 |
Accounts receivable, for doubtful accounts | $ 29,000 | $ 75,000 |
Common stock, shares issued (in shares) | 254,744 | 254,271 |
Common stock, shares outstanding (in shares) | 254,744 | 254,271 |
EQM Midstream Partners, LP | ||
Long-term debt, related parties | $ 265,000,000 | |
Eureka Midstream, LLC | ||
Long-term debt, related parties | 293,000,000 | |
Equitrans Midstream Credit Facility | Line of credit | ||
Borrowings outstanding | $ 0 | $ 17,000,000 |
Statements of Condensed Conso_5
Statements of Condensed Consolidated Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Parent Net Investment | Common Stock | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Series A Preferred Units | Series A Preferred UnitsNoncontrolling Interests |
Beginning balance at Dec. 31, 2017 | $ 6,238,764 | $ 1,143,769 | $ 0 | $ 0 | $ 0 | $ 5,094,995 | ||
Beginning balance (in shares) at Dec. 31, 2017 | 0 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | 223,744 | 82,729 | 141,015 | |||||
Net contributions (distributions) from EQT | 92,074 | 92,074 | ||||||
Share-based compensation plans, net | 707 | 317 | 390 | |||||
Distributions paid to noncontrolling interest unitholders | (88,896) | (88,896) | ||||||
Net changes in ownership of consolidated entities | (17) | 47 | (64) | |||||
Ending balance at Mar. 31, 2018 | 6,466,376 | 1,318,936 | $ 0 | 0 | 0 | 5,147,440 | ||
Ending balance (in shares) at Mar. 31, 2018 | 0 | |||||||
Beginning balance at Dec. 31, 2017 | 6,238,764 | 1,143,769 | $ 0 | 0 | 0 | 5,094,995 | ||
Beginning balance (in shares) at Dec. 31, 2017 | 0 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | 629,317 | |||||||
Ending balance at Sep. 30, 2018 | 5,475,417 | 258,200 | $ 0 | 0 | 0 | 5,217,217 | ||
Ending balance (in shares) at Sep. 30, 2018 | 0 | |||||||
Beginning balance at Dec. 31, 2017 | 6,238,764 | 1,143,769 | $ 0 | 0 | 0 | 5,094,995 | ||
Beginning balance (in shares) at Dec. 31, 2017 | 0 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Purchase of EQGP common units | $ 46,800 | |||||||
Ending balance at Dec. 31, 2018 | $ 5,259,633 | 0 | $ 425,370 | 33,932 | (1,509) | 4,801,840 | ||
Ending balance (in shares) at Dec. 31, 2018 | 254,271 | 254,271 | ||||||
Beginning balance at Mar. 31, 2018 | $ 6,466,376 | 1,318,936 | $ 0 | 0 | 0 | 5,147,440 | ||
Beginning balance (in shares) at Mar. 31, 2018 | 0 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | 219,607 | 101,067 | 118,540 | |||||
Net contributions (distributions) from EQT | (17,513) | (17,513) | ||||||
Share-based compensation plans, net | 101 | 101 | ||||||
Distributions paid to noncontrolling interest unitholders | (91,849) | (91,849) | ||||||
Purchase of Strike Force Midstream LLC noncontrolling interests | (175,000) | 1,818 | (176,818) | |||||
Net changes in ownership of consolidated entities | 6,871 | (19,051) | 25,922 | |||||
Ending balance at Jun. 30, 2018 | 6,408,593 | 1,385,257 | $ 0 | 0 | 0 | 5,023,336 | ||
Ending balance (in shares) at Jun. 30, 2018 | 0 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | 185,966 | 82,825 | 103,141 | |||||
Net contributions (distributions) from EQT | (1,070,958) | (1,070,958) | ||||||
Share-based compensation plans, net | 485 | 23 | 462 | |||||
Distributions paid to noncontrolling interest unitholders | (98,794) | (98,794) | ||||||
Net changes in ownership of consolidated entities | 50,125 | (138,947) | 189,072 | |||||
Ending balance at Sep. 30, 2018 | 5,475,417 | 258,200 | $ 0 | 0 | 0 | 5,217,217 | ||
Ending balance (in shares) at Sep. 30, 2018 | 0 | |||||||
Beginning balance at Dec. 31, 2018 | $ 5,259,633 | 0 | $ 425,370 | 33,932 | (1,509) | 4,801,840 | ||
Beginning balance (in shares) at Dec. 31, 2018 | 254,271 | 254,271 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | $ 199,566 | 56,299 | 143,267 | |||||
Pension and other post-retirement benefits liability adjustment, net of tax expense | 21 | 316 | (295) | |||||
Dividends | (104,251) | (104,251) | ||||||
Share-based compensation plans, net (in shares) | 413 | |||||||
Share-based compensation plans, net | 1,108 | $ 853 | 255 | |||||
Distributions paid to noncontrolling interest unitholders | (94,030) | (94,030) | ||||||
Purchase of EQGP common units | (238,455) | (38,648) | (199,807) | |||||
Net changes in ownership of consolidated entities | (346,543) | 991,098 | (1,337,641) | |||||
Ending balance at Mar. 31, 2019 | 4,677,049 | 0 | $ 1,378,673 | (13,704) | (1,804) | 3,313,884 | ||
Ending balance (in shares) at Mar. 31, 2019 | 254,684 | |||||||
Beginning balance at Dec. 31, 2018 | $ 5,259,633 | 0 | $ 425,370 | 33,932 | (1,509) | 4,801,840 | ||
Beginning balance (in shares) at Dec. 31, 2018 | 254,271 | 254,271 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | $ 268,557 | |||||||
Net changes in ownership of consolidated entities | 346,500 | $ 991,100 | 1,300,000 | |||||
Ending balance at Sep. 30, 2019 | $ 5,941,250 | 0 | $ 1,381,092 | (234,250) | (1,761) | 4,796,169 | ||
Ending balance (in shares) at Sep. 30, 2019 | 254,744 | 254,744 | ||||||
Beginning balance at Mar. 31, 2019 | $ 4,677,049 | 0 | $ 1,378,673 | (13,704) | (1,804) | 3,313,884 | ||
Beginning balance (in shares) at Mar. 31, 2019 | 254,684 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | 130,480 | 74,521 | 55,959 | |||||
Pension and other post-retirement benefits liability adjustment, net of tax expense | 22 | 22 | ||||||
Dividends | (114,608) | (114,608) | ||||||
Share-based compensation plans, net (in shares) | 7 | |||||||
Share-based compensation plans, net | 1,510 | $ 1,510 | ||||||
Distributions paid to noncontrolling interest unitholders | (95,278) | (95,278) | ||||||
Issuance of Series A Preferred Units, net of offering costs | (1,158,313) | (1,158,313) | ||||||
Bolt-on Acquisition (Note 3) | 486,062 | 486,062 | ||||||
Net changes in ownership of consolidated entities | 1,627 | 1,627 | ||||||
Ending balance at Jun. 30, 2019 | 6,245,177 | 0 | $ 1,381,810 | (53,791) | (1,782) | 4,918,940 | ||
Ending balance (in shares) at Jun. 30, 2019 | 254,691 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | (61,489) | (65,825) | 4,336 | |||||
Pension and other post-retirement benefits liability adjustment, net of tax expense | 21 | 21 | ||||||
Dividends | (114,634) | (114,634) | ||||||
Share-based compensation plans, net (in shares) | 53 | |||||||
Share-based compensation plans, net | (718) | $ (718) | ||||||
Distributions paid to noncontrolling interest unitholders | (96,526) | (96,526) | ||||||
Distributions paid to EQM Series A Preferred unitholders ($0.9339 per unit) | $ (22,979) | $ (22,979) | ||||||
Bolt-on Acquisition measurement period adjustment (Note 3) | (7,602) | (7,602) | ||||||
Ending balance at Sep. 30, 2019 | $ 5,941,250 | $ 0 | $ 1,381,092 | $ (234,250) | $ (1,761) | $ 4,796,169 | ||
Ending balance (in shares) at Sep. 30, 2019 | 254,744 | 254,744 |
Statements of Condensed Conso_6
Statements of Condensed Consolidated Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | |
Pension and other post-retirement benefits liability adjustment, tax expense | $ 7 | $ 7 | $ 8 | ||
Dividends (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.41 | ||
EQM Midstream Partners, LP | |||||
Cash distributions paid per unit (in dollars per share) | 1.160 | $ 1.145 | $ 1.13 | $ 1.065 | $ 1.025 |
EQGP Holdings, LP | |||||
Cash distributions paid per unit (in dollars per share) | 0.258 | 0.244 | |||
Rice Midstream Partners, LP | |||||
Cash distributions paid per unit (in dollars per share) | $ 0.03409 | $ 0.2917 | |||
Series A Preferred Units | |||||
Cash distributions paid per unit (in dollars per share) | $ 0.9339 |
Financial Statements
Financial Statements | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statements | Financial Statements Organization. On November 12, 2018, Equitrans Midstream, EQT and, for certain limited purposes, EQT Production Company, a wholly-owned subsidiary of EQT, entered into a separation and distribution agreement (the Separation and Distribution Agreement), pursuant to which, among other things, EQT effected the Separation, including the transfer of certain assets and liabilities to Equitrans Midstream, and distributed 80.1% of the then outstanding shares of common stock, no par value, of Equitrans Midstream (Equitrans Midstream common stock) to EQT shareholders of record as of the close of business on November 1, 2018 (the Distribution). The Distribution was effective at 11:59 p.m., Eastern Time, on November 12, 2018 (the Separation Date). EQT retained the remaining 19.9% of the outstanding shares in Equitrans Midstream (the Retained Interest). Immediately following the Separation, the Company held investments in the entities then-conducting the Midstream Business, including limited and general partner interests in EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP), which, as of December 31, 2018, owned limited partner interests, the entire general partner interest and all of the incentive distribution rights (IDRs) in EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) (NYSE: EQM) (EQM). As of December 31, 2018, the common units representing limited partner interests in EQGP were owned by Equitrans Gathering Holdings, LLC (formerly known as EQT Gathering Holdings, LLC) (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH). Following the closing of the EQGP Unit Purchases and the exercise of the Limited Call Right (each defined and discussed in Note 2 and collectively referred to as the EQGP Buyout), EQGP became an indirect, wholly-owned subsidiary of Equitrans Midstream. EQM owns, operates, acquires and develops midstream assets in the Appalachian Basin. As of December 31, 2018, EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (the Former EQM General Partner) was a wholly-owned subsidiary of EQGP and EQM's general partner. As of December 31, 2018, EQGP Services, LLC (formerly known as EQT GP Services, LLC) (the Former EQGP General Partner or New EQM General Partner) was a wholly-owned subsidiary of Equitrans Gathering Holdings and EQGP's general partner. Equitrans Midstream's assets, liabilities and results of operations also include the legacy assets of Rice Midstream Holdings LLC (Rice Midstream Holdings). EQT obtained control of Rice Midstream Holdings on November 13, 2017 (the Rice Merger Date), when, pursuant to the agreement and plan of merger dated June 19, 2017 by and among EQT, Rice Energy Inc. (Rice Energy) and a wholly-owned subsidiary of EQT, Rice Energy became a wholly-owned, indirect subsidiary of EQT, and EQT became the indirect parent of Rice Midstream Holdings (the Rice Merger). The operations of Rice Midstream Holdings were primarily conducted through Rice Midstream Partners LP (now known as RM Partners LP) (RMP), Rice West Virginia Midstream LLC (now known as EQM West Virginia Midstream LLC) (EQM West Virginia), Rice Olympus Midstream LLC (now known as EQM Olympus Midstream LLC) (EQM Olympus) and Strike Force Midstream Holdings LLC (Strike Force Holdings). At the Rice Merger Date, Strike Force Holdings owned 75% of the outstanding limited liability company interests in Strike Force Midstream LLC (Strike Force Midstream), a Delaware limited liability company. Rice Midstream Holdings, through its wholly-owned, indirect subsidiary Rice Midstream GP Holdings LP (RMGP), owned Rice Midstream Management LLC (now known as EQM Midstream Management LLC), RMP's general partner (the RMP General Partner), as well as limited partner interests and all of the IDRs in RMP. Rice Midstream Holdings controlled the RMP General Partner and therefore consolidated the results of RMP. In 2018, EQM obtained control of the operating entities of Rice Midstream Holdings through the following transactions: • On April 25, 2018, EQM, RMP and certain of their affiliates entered into an agreement and plan of merger, pursuant to which EQM acquired RMP and the RMP General Partner (the EQM-RMP Mergers). The EQM-RMP Mergers closed on July 23, 2018. • On May 1, 2018, EQM acquired the remaining outstanding limited liability company interests in Strike Force Midstream from Gulfport Midstream Holdings, LLC (Gulfport Midstream), an affiliate of Gulfport Energy Corporation, in exchange for $175 million in cash (the Gulfport Transaction). As a result, EQM owned 100% of Strike Force Midstream. • On May 22, 2018, and effective May 1, 2018, EQM, through its wholly-owned subsidiary EQM Gathering Holdings, LLC, a Delaware limited liability company (EQM Gathering), acquired all the outstanding limited liability company interests in each of EQM West Virginia, EQM Olympus and Strike Force Holdings (collectively the Drop-Down Entities), pursuant to the terms of a contribution and sale agreement dated as of April 25, 2018 by and among EQM, EQM Gathering, EQT and Rice Midstream Holdings, in exchange for an aggregate of 5,889,282 common units representing limited partner interests in EQM (EQM common units) and cash consideration of $1.15 billion , plus working capital adjustments (the Drop-Down Transaction). As a result of the closing of the Drop-Down Transaction, effective May 1, 2018, the Drop-Down Entities and Strike Force Midstream became indirect, wholly-owned subsidiaries of EQM. Basis of Presentation. As of December 31, 2018, the Former EQGP General Partner was a wholly-owned subsidiary of Equitrans Gathering Holdings and controlled EQGP through its general partner interest in EQGP; therefore, the financial statements of Equitrans Midstream consolidated and, following the closing of the EQGP Unit Purchases and the exercise of the Limited Call Right, continue to consolidate EQGP. As of December 31, 2018, the Former EQM General Partner was a wholly-owned subsidiary of EQGP and controlled EQM through its general partner interest in EQM; therefore, the financial statements of EQGP consolidated EQM. For each of the periods prior to the Separation presented in this Quarterly Report on Form 10-Q, the consolidated financial statements and related notes include the assets, liabilities and results of operations of the Midstream Business that were transferred to Equitrans Midstream upon the closing of the Distribution and represent the predecessor for accounting purposes of Equitrans Midstream (the Predecessor). References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and the Predecessor as applicable for all periods presented. Predecessor financial information has been derived from EQT's consolidated financial statements and accounting records and reflects the historical results of operations, financial position and cash flows of the Company as if the Midstream Business had been consolidated for all periods presented. The financial statements include expense allocations for certain corporate functions historically performed by EQT, such as executive oversight, accounting, treasury, tax, legal, supply chain, information technology and share-based compensation. See Note 8 . The Company believes the assumptions underlying the consolidated financial statements are reasonable; however, as organizational structure and strategic focus dictate expenses incurred, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded company for the nine months ended September 30, 2018 . Similarly, the financial statements may not reflect the results of operations, financial position and cash flows had the Company existed as a standalone, publicly traded company during that period. Following the completion of the Bolt-on Acquisition, the Company, through EQM, evaluated Eureka Midstream Holdings, LLC (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 10 ), as well as each member having proportional voting rights through their equity investments. As such, as of September 30, 2019 , EQM consolidates Eureka Midstream using the voting interest model, recording noncontrolling interest related to the third-party ownership interests in Eureka Midstream. The accompanying unaudited condensed 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 condensed 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 the Company as of September 30, 2019 and December 31, 2018 , the results of its operations and equity for the three and nine months ended September 30, 2019 and 2018 and its cash flows for the nine months ended September 30, 2019 and 2018 . The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . For further information, refer to the Company's annual combined consolidated financial statements and related notes for the year ended December 31, 2018 , as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein. Recently Issued Accounting Standards In February 2016, the FASB issued 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, clarifies interim disclosure requirements in the year of ASU 2016-02 adoption. The Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 using the optional transition method. The Company uses a lease accounting system to monitor its current population of lease contracts. The Company 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. The standard will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the standard in the first quarter of 2019 with no significant effect on its financial statements or related disclosures. 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. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material effect on its financial statements and related disclosures. 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. The Company early-adopted the standard using the prospective method of adoption on January 1, 2019. Following the adoption of ASU 2018-15, the Company 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 the Company's hosting arrangement. For the three and nine months ended September 30, 2019 , the Company did no t 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 condensed consolidated comprehensive income when recognized. In August 2018, the SEC adopted a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , that amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments also expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements, in that registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for the current and comparative year-to-date periods, with subtotals for each interim period. This final rule was effective on November 5, 2018 and the Company assessed the impact on its consolidated financial statements disclosures to be not significant. The Company adopted the final rule and began applying this disclosure change to its statement of condensed consolidated equity in the first quarter of 2019. |
Investments in Consolidated, No
Investments in Consolidated, Non-Wholly-Owed Entities | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Investments in Consolidated, Non-Wholly-Owed Entities | Investments in Consolidated, Non-Wholly-Owned Entities Investment in EQGP EQGP Unit Purchases . On December 31, 2018, the Company closed on the acquisition of an aggregate 14,560,281 EQGP common units pursuant to certain Unit Purchase Agreements with funds managed by Neuberger Berman Investment Adviser LP, funds managed by Goldman Sachs Asset Management, L.P., funds managed by Cushing Asset Management, LP, funds managed by Kayne Anderson Capital Advisors, L.P., and ZP Energy Fund, L.P. (the Initial Unit Purchase Closing) for an aggregate purchase price of $291.2 million . The Initial Unit Purchase Closing resulted in a reduction of additional paid-in capital of $46.8 million and a decrease in noncontrolling interest in consolidated subsidiaries of $244.4 million for the year ended December 31, 2018. On January 2, 2019 and January 3, 2019, the Company closed on the acquisition of the remaining 804,140 EQGP common units purchased pursuant to the Unit Purchase Agreements for an aggregate purchase price of $16.1 million (together with the Initial Unit Purchase Closing on December 31, 2018 , the EQGP Unit Purchases). Limited Call Right. Following the Initial Unit Purchase Closing, on December 31, 2018 , the Company exercised a limited call right (the Limited Call Right) under EQGP's partnership agreement, pursuant to which, on January 10, 2019, the Company closed on the acquisition of the remaining 11,097,287 outstanding EQGP common units not owned by the Company or its affiliates for an aggregate purchase price of $221.9 million (such acquisition, together with the EQGP Unit Purchases, the EQGP Buyout), and EQGP became an indirect, wholly-owned subsidiary of the Company. In connection with the completion of the EQGP Buyout on January 10, 2019, certain non-employee members of the Board of Directors of the Former EQGP General Partner stepped down from their roles and were paid $20.00 for each EQGP phantom unit that they held, which was, in the aggregate, 29,829 EQGP phantom units, including accrued distributions. Termination of the EQGP Omnibus Agreement and EQGP Working Capital Facility. On January 10, 2019, in connection with the completion of the EQGP Buyout, EQGP's omnibus agreement with Equitrans Midstream and certain other parties and the EQGP Working Capital Facility (as defined in Note 8 ) with the Company were terminated. In connection with the termination of the EQGP Working Capital Facility, the Company agreed that all loans and other amounts outstanding and all other obligations of EQGP to the Company under the EQGP Working Capital Facility were deemed forgiven, satisfied, discharged and paid in full. Investment in EQM EQM IDR Transaction . 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 (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 IDRs, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding EQGP common units were canceled, and, as consideration for such cancellation, certain affiliates of the Company 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 EQGP Services, LLC 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. As a result of the EQM IDR Transaction, EQGP Services, LLC replaced EQM Midstream Services, LLC as the new general partner of EQM. The Class B units are substantially similar in all respects to EQM 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. After giving effect to the EQM IDR Transaction, including the issuance of Class B units, Equitrans Gathering Holdings, EQM GP Corp and 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 EQM Class B units, respectively. As of September 30, 2019 , the Company owned, directly or indirectly, 117,245,455 EQM common units and 7,000,000 Class B units (which, after taking into account the Series A Preferred Units (as defined below) issued in the Private Placement (as defined below) on an as-converted basis, collectively represented a 53.5% limited partner interest in EQM) and the entire non-economic general partner interest in EQM, while the public owned a 46.5% limited partner interest in EQM. During the first quarter of 2019, as a result of the EQM IDR Transaction, the Company recorded, in the aggregate, a $991.1 million increase of common stock, no par value, a decrease in noncontrolling interest of $1.3 billion and a decrease in deferred tax asset of $346.5 million . EQM Series A Preferred Units. 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 3 ) 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 Note 3 . The Series A Preferred Units rank senior to all 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, 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 the Series A Preferred Units owned by it 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 140% of the Series A Preferred Unit purchase price of $48.77 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. Shared Assets Transaction. On March 31, 2019, EQM entered into an Assignment and Bill of Sale (the Assignment and Bill of Sale) with the Company 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 the Company 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 quarter of 2019 , an additional asset from the Company for a de minimis dollar amount reflecting the net book value of such asset as of September 30, 2019 . EQM may, pursuant to the Assignment and Bill of Sale, acquire certain additional assets from the Company for additional cash consideration reflecting the net book value of in-service assets and expenditures made with respect to assets not yet in-service and/or may assume an additional facilities lease. The initial and subsequent purchase prices were funded utilizing the EQM Credit Facility (defined in Note 10 ). Prior to the Shared Assets Transaction, EQM made quarterly payments to the Company based on fees allocated from the Company 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, the omnibus agreement (ETRN Omnibus Agreement) among the Company, EQM and the New EQM General Partner (as successor to the Former EQM General Partner) was amended and restated in order to, among other things, govern the Company’s use, and payment for such use, of the acquired assets following their conveyance to EQM and provide for reimbursement of EQM by the Company for expenses incurred by EQM in connection with such use. EQM Cash Distribution. On October 21, 2019 , the Board of Directors of the New EQM General Partner declared a cash distribution to EQM's unitholders for the third quarter of 2019 of $1.160 per EQM common unit. The cash distribution will be paid on November 13, 2019 to EQM's common unitholders of record at the close of business on November 1, 2019 . Cash distributions paid by EQM to the Company will be approximately $136.0 million with respect to the Company's limited partner interest in EQM. In addition, on October 21, 2019 , the Board of Directors of the New EQM General Partner declared a quarterly cash distribution on the Series A Preferred Units for the third quarter of 2019 of $1.0364 per Series A Preferred Unit. The cash distribution will be paid on November 13, 2019 to holders of Series A Preferred Units of record at the close of business on November 1, 2019 . For the quarter ended September 30, 2019 , no distributions were declared on the Class B units as none of these units were convertible into EQM common units. |
2019 Acquisition and Divestitur
2019 Acquisition and Divestiture | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
2019 Acquisition and Divestiture | 2019 Acquisition and Divestiture 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. Eureka Midstream owns a 190 -mile gathering header pipeline system in Ohio and West Virginia that services both dry Utica and wet Marcellus Shale production. Hornet Midstream owns 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 Note 2 for further information regarding the Private Placement. On 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. The Company recorded $0.3 million and $17.0 million in acquisition-related expenses related to the Bolt-on Acquisition during the three and nine months ended September 30, 2019 , respectively. The Bolt-on Acquisition acquisition-related expenses included $0.3 million for professional fees for the three months ended September 30, 2019 , and $15.3 million for professional fees and $1.7 million for compensation arrangements for the nine months ended September 30, 2019 and are included in separation and other transaction costs in the statements of condensed consolidated comprehensive income. Allocation of Purchase Price. The Bolt-on Acquisition was accounted for as a business combination using the acquisition method. The following table summarizes the preliminary purchase price and preliminary estimated fair values of assets acquired and liabilities assumed as of April 10, 2019 , with any excess of purchase price over estimated fair value of the identified net assets acquired recorded as goodwill. The $99.2 million of goodwill was allocated to the Gathering segment. Such goodwill primarily relates 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 remain subject to further adjustments during the applicable measurement period; thus, the purchase price allocation and related adjustments included in the financial statements are preliminary as of September 30, 2019 . The following table summarizes the allocation of the fair value of the assets acquired and liabilities assumed in the Bolt-on Acquisition as of April 10, 2019 by the Company, as well as certain measurement period adjustments made subsequent to the Company's initial valuation. (in thousands) Preliminary Purchase Price Allocation (As initially reported) Measurement Period Adjustments (a) Preliminary Purchase Price Allocation (As adjusted) Consideration given: Cash consideration (b) $ 861,250 $ (11,404 ) $ 849,846 Buyout 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 Deferred tax asset 5,773 (5,268 ) 505 Other assets 14,567 — 14,567 Amount attributable to assets acquired 1,605,459 (20,200 ) 1,585,259 Noncontrolling interests (486,062 ) 7,602 (478,460 ) Goodwill as of April 10, 2019 $ 107,869 $ (8,663 ) $ 99,206 Impairment of goodwill (d) (99,206 ) Goodwill as of September 30, 2019 $ — (a) The Company 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 the Company. (c) After considering the refinements to the valuation models, the Company 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 , the Company identified impairment indicators that suggested the fair value of its goodwill was more likely than not below its carrying amount. As such, the Company performed an interim goodwill impairment assessment, which resulted in the Company recognizing impairment to goodwill of approximately $268.1 million , of which $99.2 million was associated with its Eureka/Hornet reporting unit bringing the reporting unit's goodwill balance to zero . See Note 4 for further detail. The goodwill impairment charge related to the Eureka/Hornet reporting unit recorded in the third quarter of fiscal 2019 is subject to change based upon the final purchase price allocation during the measurement period for estimated fair values of assets acquired and liabilities assumed in the Bolt-on Acquisition. There can be no assurance that such final allocations will not result in material increases or decreases to the recorded goodwill impairment charge based upon the preliminary purchase price allocations due to changes in the provisional opening balance sheet estimates of goodwill. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date). 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 include 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 represent a Level 3 fair value measurement. The noncontrolling interest in Eureka Midstream is estimated to be $478 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, the Company 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, 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. The Company 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-related intangible assets. As discussed in Note 4 , during the third quarter of 2019 , as a result of the recoverability test, the Company estimated the fair value of the Hornet-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 the Company's Gathering segment. As a result of the reduction in expected future cash flows, the useful life of the Hornet-related intangible assets was prospectively changed to 7.25 years as of October 1, 2019 , over which the Company calculates amortization using the straight-line method. After the impact of the impairment and the decrease in the useful life of the Hornet-related intangible assets, the expected annual amortization expense increased by $1.0 million . Amortization expense recorded in the statements of condensed consolidated comprehensive income for the three and nine months ended September 30, 2019 was $4.1 million and $7.5 million , respectively. The estimated annual amortization expense for the fourth quarter of 2019 and over the successive five years is as follows: 2019 $4.2 million , 2020 $16.8 million , 2021 $16.8 million , 2022 $16.8 million , 2023 $16.8 million and 2024 $16.8 million . Intangible assets, net as of September 30, 2019 are detailed below. (in thousands) As of September 30, 2019 Intangible assets $ 311,000 Less: impairment of Hornet-related intangible assets (a) 36,405 Less: accumulated amortization 7,517 Intangible assets, net $ 267,078 (a) See Note 4 for disclosure regarding impairments of long-lived assets. In conjunction with the Bolt-on Acquisition, the Company has tax deductible goodwill of $43.0 million . The Company does not have tax basis on the portion attributable to the noncontrolling limited partners of EQM. 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 the Company's consolidated operating results for the period from April 10, 2019 through September 30, 2019 . (in thousands) (unaudited) April 10, 2019 through September 30, 2019 Operating revenues $ 61,579 Operating loss attributable to Equitrans Midstream $ (109,277 ) Net loss attributable to noncontrolling interests $ (25,664 ) Net loss attributable to Equitrans Midstream $ (87,949 ) Unaudited Pro Forma Information. The following unaudited pro forma combined financial information presents the Company's results as though the EQGP Buyout, EQM IDR Transaction and Bolt-on Acquisition had been completed at January 1, 2018. 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 EQGP Buyout, EQM IDR Transaction and Bolt-on Acquisition taken place on January 1, 2018; furthermore, the financial information is not intended to be a projection of future results. (in thousands, except per share data) (unaudited) Nine Months Ended September 30, 2019 Pro forma operating revenues $ 1,235,963 Pro forma net income $ 303,984 Pro forma net income attributable to noncontrolling interests $ 174,526 Pro forma net income attributable to ETRN $ 129,458 Pro forma income per share (basic) $ 0.51 Pro forma income per share (diluted) $ 0.51 (in thousands, except per share data) (unaudited) Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Pro forma operating revenues $ 391,151 $ 1,195,096 Pro forma net income $ 190,417 $ 628,792 Pro forma net income attributable to noncontrolling interests $ 106,757 $ 346,795 Pro forma net income attributable to Equitrans Midstream $ 83,660 $ 281,997 Pro forma income per share (basic) $ 0.33 $ 1.11 Pro forma income per share (diluted) $ 0.33 $ 1.11 Divestitures. As discussed in Note 4 , EQM incurred an $80.1 million impairment charge during the second quarter of 2019 associated with certain FERC-regulated low-pressure gathering pipelines. 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. 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 the 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. The second transaction will be completed following FERC approval of the abandonment of the certificated assets, which is expected in the fourth quarter of 2019 . See Note 2 to the condensed consolidated financial statements for discussions regarding the EQGP Buyout and the EQM IDR Transaction. |
Impairments of Long-Lived Asset
Impairments of Long-Lived Assets | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Impairments of Long-Lived Assets | Impairments of Long-Lived Assets Impairment of 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. The Company may perform either a qualitative assessment of potential impairment or proceed directly to a quantitative assessment of potential impairment. The Company's qualitative assessment of potential impairment may result in the determination that a quantitative impairment analysis is not necessary. Under this elective process, the Company assesses qualitative factors to determine whether the existence of events or circumstances leads the Company 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, the Company 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 the Company concludes otherwise, a quantitative impairment analysis is performed. If the Company 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 the Company will perform a quantitative assessment. In the case of a quantitative assessment, the Company 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 the Company's, through EQM, goodwill is recorded are (i) the Ohio gathering assets acquired in the Rice Merger (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. During the third quarter of 2019 , the Company 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 amount. As such, the performance of an interim goodwill impairment assessment was required. In estimating the fair value of the Reporting Units, the Company used a combination of the income approach and the market approach. The Company 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. The Company 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, the Company recognized impairment of goodwill of $168.9 million , which includes $7.3 million related to deferred taxes, and $99.2 million , which includes $(0.5) million related to deferred taxes, 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 the Company's statements of condensed consolidated comprehensive income. As of September 30, 2019 , the Company’s goodwill balance was reduced to $1,070.4 million , including $923.4 million , $38.8 million and $108.2 million associated with RMP PA Gas Gathering, Rice Retained Midstream and deferred income taxes, respectively. The following table summarizes the changes in the carrying amount of goodwill during the periods presented. September 30, 2019 December 31, 2018 (Thousands) Goodwill, acquired $ 1,600,416 $ 1,501,210 Accumulated impairment losses 530,053 261,941 Goodwill $ 1,070,363 $ 1,239,269 Impairment of long-lived assets and intangible assets. The Company 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 the Company 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, the Company 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 the Company 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 the Company 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. During the third quarter of 2019 , the Company performed a recoverability test due to the triggering events described in the 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 were acquired as part of the Bolt-on Acquisition. The Company estimated the fair value of the Hornet-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 the Company's Gathering segment. The non-cash impairment charge is included in the impairments of long-lived assets line on the statements of condensed consolidated comprehensive income. During the second quarter of 2019 , the Company 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, the Company 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, the Company reached a settlement related to its FERC Form 501-G report, which was focused solely on the Company’s FERC-regulated transmission and storage assets. The settlement further differentiated the rate structures, which are primarily negotiated rates for the FERC-regulated transmission assets versus the tariff-based rate structure for the FERC-regulated low-pressure gathering 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, the Company 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, the Company 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. The Company 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 $80.1 million related to the assets within the Company'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 the statements of condensed consolidated comprehensive income for the nine months ended September 30, 2019 . See Note 3 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases As discussed in Note 1 , the Company 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. The Company 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, the Company 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 the Company in connection with the leasing arrangement. On the Adoption Date, the Company recorded on its consolidated balance sheets an operating lease right-of-use asset and a corresponding operating lease liability of $49.7 million , reflecting the present value of future lease payments on the Company'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 the Company 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. The Company 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 September 30, 2019 , the Company had no lease contracts classified as financing leases and was not a lessor; however, the Company was party to a subleasing arrangement whereby the Company, as sublessor, agreed to sublet office space to a third party. In connection with the Shared Assets Transaction discussed in Note 2 , 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 discussed in Note 3 , EQM acquired 10 compressor leases and one facilities lease for which it recorded approximately $1.7 million and $3.0 million in operating lease expenses during the three and nine months ended September 30, 2019 , respectively. The Company 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 three and nine months ended September 30, 2019 . Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (Thousands) Operating lease cost $ 3,667 $ 9,007 Short-term lease cost 1,517 3,435 Variable lease cost 139 221 Sublease (income) (126 ) (318 ) Total lease cost $ 5,197 $ 12,345 Operating lease expense related to the Company's compressor lease contracts and facility lease contracts is reported in operating and maintenance expense and selling, general and administrative expense, respectively, on the Company's statements of condensed consolidated comprehensive income. For the three and nine months ended September 30, 2019 , cash paid for operating lease liabilities was $3.1 million and $8.1 million , respectively, which was reported in cash flows provided by operating activities on the statements of condensed 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 condensed consolidated balance sheets. As of September 30, 2019 , the operating lease right-of-use assets were $65.4 million and operating lease liabilities were $66.9 million , of which $11.9 million was classified as current. As of September 30, 2019 , the weighted average remaining lease term was 8 years and the weighted average discount rate was 5.6% . Schedule of Operating Lease Liability Maturities. The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of September 30, 2019 and related imputed interest. The majority of the Company's lease agreements have multiple renewal periods at the Company'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. September 30, 2019 (Thousands) 2019 $ 3,873 2020 14,468 2021 11,998 2022 9,806 2023 7,747 2024 5,978 Thereafter 30,663 Total 84,533 Less: imputed interest 17,665 Present value of operating lease liability $ 66,868 |
Financial Information by Busine
Financial Information by Business Segment | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment The Company, through its control of EQM, reports its operations in three segments that reflect its three lines of business: Gathering, Transmission and Water. Gathering includes EQM's high-pressure gathering lines and FERC-regulated low-pressure gathering lines; Transmission includes EQM's FERC-regulated interstate pipelines and storage system; and Water consists of EQM's water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities. As discussed in Note 8 , the 2018 financial statements include expense allocations for certain corporate functions historically performed by EQT. For periods prior to November 12, 2018, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded corporation for the entirety of such periods. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Thousands) Revenues from customers: Gathering $ 299,491 $ 252,861 $ 847,038 $ 731,440 Transmission 87,299 89,350 289,926 285,429 Water 21,644 22,373 67,419 93,438 Total operating revenues $ 408,434 $ 364,584 $ 1,204,383 $ 1,110,307 Operating (loss) income: Gathering (a) $ (98,489 ) $ 177,902 $ 177,720 $ 510,755 Transmission 59,690 58,691 207,684 198,784 Water 7,722 (3,093 ) 18,980 35,627 Other (b) (7,376 ) (15,178 ) (16,621 ) (42,636 ) Total operating (loss) income $ (38,453 ) $ 218,322 $ 387,763 $ 702,530 Reconciliation of operating (loss) income to net (loss) income: Equity income (c) $ 44,448 $ 16,087 $ 112,293 $ 35,836 Other income 70 1,345 2,637 3,193 Net interest expense 65,606 36,862 188,268 68,848 Income tax expense 1,948 12,926 45,868 43,394 Net (loss) income $ (61,489 ) $ 185,966 $ 268,557 $ 629,317 (a) Impairments of long-lived assets of $298.7 million and $378.8 million for the three and nine months ended September 30, 2019 , respectively, were included in Gathering operating (loss) income. See Note 4 for further information. (b) Other operating loss includes separation and other transaction costs and other operating expenses incurred by the Company separate from and in addition to similar costs incurred by EQM. (c) Equity income is included in the Transmission segment. September 30, 2019 December 31, 2018 (Thousands) Segment assets: Gathering $ 7,949,204 $ 6,011,654 Transmission (a) 3,801,905 3,066,659 Water 198,672 237,602 Total operating segments 11,949,781 9,315,915 Headquarters, including cash 626,207 1,207,920 Total assets $ 12,575,988 $ 10,523,835 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Thousands) Depreciation: Gathering $ 38,943 $ 25,359 $ 104,502 $ 72,309 Transmission 13,347 12,357 38,474 37,228 Water 6,907 5,851 19,801 17,420 Other 263 155 3,953 278 Total $ 59,460 $ 43,722 $ 166,730 $ 127,235 Expenditures for segment assets: Gathering (a) $ 271,860 $ 194,477 $ 686,178 $ 515,072 Transmission (b) 16,296 37,626 46,287 84,517 Water 13,466 7,981 31,490 17,358 Other 1,068 11,819 6,787 11,819 Total (c) $ 302,690 $ 251,903 $ 770,742 $ 628,766 (a) Includes approximately $6.7 million and $17.6 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the three and nine months ended September 30, 2019 , respectively. (b) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $211.7 million and $263.2 million for the three months ended September 30, 2019 and 2018 , respectively, and approximately $512.9 million and $446.0 million for the nine months ended September 30, 2019 and 2018 , respectively. (c) The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. Accrued capital expenditures were approximately $118.9 million , $103.6 million and $109.3 million at September 30, 2019 , June 30, 2019 and December 31, 2018 , respectively. Accrued capital expenditures were approximately $95.2 million , $84.6 million and $90.7 million at September 30, 2018 , June 30, 2018 and December 31, 2017 , respectively. On April 10, 2019, as a result of the Bolt-on Acquisition, the Company assumed $8.8 million of Eureka Midstream accrued capital expenditures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with Customers For the three and nine months ended September 30, 2019 and 2018 , all revenues recognized on the Company's statements of condensed consolidated comprehensive income are from contracts with customers. As of September 30, 2019 and December 31, 2018 , all receivables recorded on the Company's condensed consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists. Summary of Disaggregated Revenues. The tables below provide disaggregated revenue information by business segment. Three Months Ended September 30, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 154,791 $ 81,990 $ — $ 236,781 Volumetric-based fee revenues 144,700 5,309 — 150,009 Water services revenues — — 21,644 21,644 Total operating revenues $ 299,491 $ 87,299 $ 21,644 $ 408,434 Three Months Ended September 30, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 112,598 $ 82,669 $ — $ 195,267 Volumetric-based fee revenues 140,263 6,681 — 146,944 Water services revenues — — 22,373 22,373 Total operating revenues $ 252,861 $ 89,350 $ 22,373 $ 364,584 Nine Months Ended September 30, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 431,520 $ 263,051 $ — $ 694,571 Volumetric-based fee revenues 415,518 26,875 — 442,393 Water services revenues — — 67,419 67,419 Total operating revenues $ 847,038 $ 289,926 $ 67,419 $ 1,204,383 Nine Months Ended September 30, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 334,233 $ 262,666 $ — $ 596,899 Volumetric-based fee revenues 397,207 22,763 — 419,970 Water services revenues — — 93,438 93,438 Total operating revenues $ 731,440 $ 285,429 $ 93,438 $ 1,110,307 Summary of Remaining Performance Obligations. The following table summarizes the transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of September 30, 2019 . 2019 (a) 2020 2021 2022 2023 Thereafter Total (Thousands) Gathering firm reservation fees $ 124,735 $ 512,126 $ 586,691 $ 591,430 $ 590,342 $ 2,152,476 $ 4,557,800 Gathering revenues supported by MVCs 41,341 133,969 153,065 153,065 152,242 626,548 1,260,230 Transmission firm reservation fees 92,853 348,324 374,627 370,617 332,393 2,731,561 4,250,375 Total $ 258,929 $ 994,419 $ 1,114,383 $ 1,115,112 $ 1,074,977 $ 5,510,585 $ 10,068,405 (a) October 1, 2019 through December 31, 2019. 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 the Company has executed firm contracts, the Company'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 September 30, 2019 . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Transactions with EQT As of September 30, 2019 , EQT remained a related party following the Separation due to its ownership of the Retained Interest. In the ordinary course of business, the Company, through EQM, engaged, and continues to engage, as applicable, 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. EQGP's, EQM's and RMP's Omnibus Agreements with EQT. Prior to the Separation and Distribution, EQGP, EQM and RMP each had an omnibus agreement with EQT. Pursuant to the omnibus agreements, EQT performed centralized corporate general and administrative services for EQGP, EQM and RMP and provided a license for EQGP's and EQM's use of the name "EQT" and related marks in connection with their businesses. EQGP, EQM and RMP reimbursed EQT for the expenses incurred by EQT in providing these services. EQM's and RMP's omnibus agreements also provided for certain indemnification obligations between EQM and RMP, on the one hand, and EQT, on the other hand. On November 12, 2018, EQT terminated the EQGP, EQM and RMP omnibus agreements. Certain indemnification obligations of EQT, EQM and RMP remain in effect following the termination and have been memorialized pursuant to (i) the amended and restated omnibus agreement, dated November 13, 2018, among EQT, EQM and the New EQM General Partner (as successor to the Former EQM General Partner), and (ii) the second amended and restated omnibus agreement, dated November 13, 2018, among EQT, EQT RE, LLC, RM Partners LP (formerly known as Rice Midstream Partners LP), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC) and EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC). The Company is generally responsible for the surviving obligations of EQT under such agreements pursuant to the Separation and Distribution Agreement. EQGP Working Capital Facility with EQT. See Note 10 . Transition Services Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a transition services agreement (as subsequently amended, the Transition Services Agreement). Pursuant to the Transition Services Agreement, each party agreed to provide certain services to the other on an interim, transitional basis, including services related to information technology, the administration of certain employee benefits and other corporate support services. The Company and EQT agreed to pay the other a fee for these services on a monthly basis. The Transition Services Agreement terminated on June 30, 2019 . The Company is generally responsible for the surviving obligations of EQT under certain omnibus agreements pursuant to the Separation and Distribution Agreement. Tax Matters Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a tax matters agreement (the Tax Matters Agreement) that governs the parties' respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution and certain related transactions to qualify as generally tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation with respect to tax matters. In addition, the Tax Matters Agreement imposes certain restrictions on the Company and its subsidiaries, including restrictions on certain equity issuances, business combinations, sales of assets and similar transactions, that are designed to preserve the tax-free status of the Distribution and certain related transactions. The Tax Matters Agreement provides special rules that allocate tax liabilities in the event that the Distribution, together with certain related transactions, is not tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes, whether imposed on the Company or EQT, that arise from (i) the failure of the Distribution, together with certain related transactions, to qualify for tax-free treatment, or (ii) if certain related transactions were to fail to qualify for their intended tax treatment, in each case, to the extent that the failure to qualify is attributable to actions, events or transactions relating to such party's respective stock, assets or business or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement. Related Party Transactions with EQM and EQGP ETRN Omnibus Agreement. Pursuant to the ETRN Omnibus Agreement, the Company performs centralized corporate, general and administrative services for EQM. In exchange, EQM reimburses the Company for the expenses incurred by the Company in providing these services. In connection with the entry into the Assignment and Bill of Sale, the ETRN Omnibus Agreement was amended and restated, to, among other things, govern the Company's use, and payment for such use, of the acquired assets following their conveyance to EQM. Pursuant to a secondment agreement, employees of the Company and its affiliates may be seconded to EQM to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM. EQM reimburses the Company and its affiliates for the services provided by the seconded employees. The expenses for which EQM reimburses the Company and its affiliates may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. EQM is unable to estimate what those expenses would be on a stand-alone basis. For the period from November 13, 2018 through January 10, 2019, EQGP reimbursed the Company for certain expenses related to corporate and general and administrative services provided by the Company pursuant to an omnibus agreement between EQGP and the Company. These expenses may not necessarily reflect the actual expenses that EQGP would have incurred on a stand-alone basis. EQGP is unable to estimate what those costs would have been on a stand-alone basis. The omnibus agreement between EQGP and the Company was terminated on January 10, 2019. See Note 2 . EQGP Working Capital Facility with ETRN. On November 13, 2018, Equitrans Midstream entered into a working capital loan agreement with EQGP (the EQGP Working Capital Facility), through which the Company agreed to make interest-bearing loans available in an aggregate principal amount not to exceed $20 million outstanding at any one time. The EQGP Working Capital Facility was terminated on January 10, 2019. See Note 2 . As of December 31, 2018, EQGP had approximately $1 million of borrowings outstanding under the EQGP Working Capital Facility, all of which was forgiven in connection with the termination of the EQGP Working Capital Facility. During the period from November 13, 2018 through December 31, 2018, the maximum outstanding borrowing was $3.3 million , the average daily balance was approximately $0.9 million and the weighted average annual interest rate was 4.1% . |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity 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 is the operator of the MVP and owned a 45.5% interest in the MVP project as of September 30, 2019 . 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. The Company, through EQM, is not the primary beneficiary of the MVP Joint Venture because the Company 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 70 -mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. As of September 30, 2019 , EQM owned a 47.2% interest in the MVP Southgate project and will operate the pipeline. In September 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 $254.9 million , of which $68.8 million was paid in October 2019 and $123.9 million and $62.2 million is expected to be paid in November 2019 and December 2019 , respectively. In addition, in August 2019 , the MVP Joint Venture issued a capital call notice for the funding of the MVP Southgate project to MVP Holdco for $6.2 million , of which $1.6 million was paid in October 2019 and $1.8 million and $2.8 million is expected to be paid in November 2019 and December 2019 , respectively. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of September 30, 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 the Company's statements of condensed consolidated comprehensive income. 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. As of September 30, 2019 , EQM's performance guarantee was restated to approximately $211 million , adjusted for capital contributions made during the third quarter of 2019 . In October 2019, EQM issued a replacement performance guarantee in an amount equal to approximately $256 million based on the updated construction budget for the MVP project. 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 of September 30, 2019 , EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $2,191 million , which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of September 30, 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 unaudited condensed consolidated financial statements of the MVP Joint Venture. Condensed Consolidated Balance Sheets September 30, 2019 December 31, 2018 (Thousands) Current assets $ 507,736 $ 687,657 Non-current assets 4,735,119 3,223,220 Total assets $ 5,242,855 $ 3,910,877 Current liabilities $ 468,011 $ 617,355 Non-current liabilities 2,416 — Equity 4,772,428 3,293,522 Total liabilities and equity $ 5,242,855 $ 3,910,877 Condensed Statements of Consolidated Operations Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Thousands) Environmental remediation reserve $ (516 ) $ — $ (2,682 ) $ — Other income 1,165 1,923 5,863 3,200 Net interest income 29,100 10,036 73,035 22,674 AFUDC — equity 67,902 23,416 170,416 52,905 Net income $ 97,651 $ 35,375 $ 246,632 $ 78,779 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Equitrans Midstream Credit Facility. In October 2018, Equitrans Midstream entered into a senior secured revolving credit facility agreement that provides for $100 million in borrowing capacity and matures in October 2023 (the Equitrans Midstream Credit Facility). Equitrans Midstream amended the Equitrans Midstream Credit Facility on December 31, 2018 to, among other things, permit the incurrence of the borrowings under the ETRN Term Loan Credit Agreement (defined herein). The Equitrans Midstream Credit Facility is available for general corporate purposes and to fund ongoing working capital requirements. Subject to satisfaction of certain conditions, the Equitrans Midstream Credit Facility has an accordion feature that allows the Company to increase the available borrowings under the facility by up to an additional $200 million . The Equitrans Midstream Credit Facility has a sublimit of up to $25 million for same-day swing line advances and a sublimit of up to $15 million for letters of credit. The Company had no borrowings outstanding and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of September 30, 2019 . The Company had $17 million of borrowings outstanding and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of December 31, 2018 . There were no borrowings on the Equitrans Midstream Credit Facility during the three months ended September 30, 2019 . During the nine months ended September 30, 2019 , the maximum outstanding borrowings was approximately $44 million , the average daily balance was approximately $4 million and the weighted average annual interest rate was approximately 4.3% . Equitrans Midstream Term Loan Facility . In December 2018, Equitrans Midstream entered into a term loan credit agreement (as amended in May 2019, the ETRN Term Loan Credit Agreement) that provides for a senior secured term loan facility in an aggregate principal amount of $600 million and matures in January 2024 (the Term Loans). The Company received net proceeds from the Term Loans of $568.1 million , inclusive of a discount of $18.0 million and estimated debt issuance costs of $13.9 million . The net proceeds were used to fund the EQGP Buyout, including certain fees, costs and expenses in connection therewith, and the remainder was used for general corporate purposes. The ETRN Term Loan Credit Agreement provides the Company with the right to request incremental term loans in an aggregate amount of up to $150 million minus the aggregate commitments under the Equitrans Midstream Credit Facility (or any other permitted pari passu revolving credit agreement then in effect), plus the amount of any voluntary prepayment in respect of the Term Loans. The lenders under the ETRN Term Loan Credit Agreement are under no obligation to provide such incremental commitments or term loans and any addition of or increase in commitments or term loans is subject to certain customary conditions precedent. As of September 30, 2019 , the current portion of the Term Loans was $6.0 million and is recorded in the current portion of long-term debt on the condensed consolidated balance sheet. The Company had $595.5 million of borrowings outstanding and no letters of credit outstanding under the ETRN Term Loan Credit Agreement as of September 30, 2019 . The Company had $600 million of borrowings outstanding and no letters of credit outstanding under the ETRN Term Loan Credit Agreement as of December 31, 2018 . During the three and nine months ended September 30, 2019 , the weighted average annual interest rates were approximately 6.8% and 6.9% , respectively. EQGP Working Capital Facility with EQT. Prior to the Separation, EQGP had a working capital loan agreement with EQT (the EQGP Working Capital Facility with EQT), through which EQT agreed to make interest-bearing loans available in an aggregate principal amount not to exceed $50 million outstanding at any one time. Borrowings outstanding under the EQGP Working Capital Facility with EQT were presented in accounts payable as an amount due to related party on the condensed consolidated balance sheet. On November 12, 2018, EQGP repaid $3.2 million of borrowings outstanding under the facility, and EQT terminated the working capital loan agreement. During the nine months ended September 30, 2018 , the maximum outstanding borrowing was $0.2 million and the weighted average annual interest rate was approximately 3.3% . EQM Revolving Credit 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 EQM Credit Facility). The EQM Credit 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 EQM Credit Facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $750 million . The EQM Credit 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 EQM Credit Facility, subject to the satisfaction of certain conditions. As of September 30, 2019 , no term loans were outstanding under the EQM Credit Facility. Such term loans would be secured by cash and qualifying investment grade securities. The EQM Credit Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions, mergers and fundamental changes, and transactions with affiliates. In addition, the EQM Credit Facility contains events of default such as insolvency, nonpayment of scheduled principal or interest obligations, change of control and cross-default related to the acceleration or default of certain other financial obligations. Under the EQM Credit Facility, as of the end of each fiscal quarter, EQM is required to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). As of September 30, 2019 , EQM had approximately $265 million of borrowings outstanding and $1 million of letters of credit outstanding under the EQM Credit Facility. As of December 31, 2018 , EQM had approximately $625 million of borrowings outstanding and $1 million of letters of credit outstanding under the EQM Credit Facility. During the three and nine months ended September 30, 2019 , the maximum outstanding borrowings was approximately $1.7 billion and the average daily balances were approximately $865 million and $950 million , respectively. EQM incurred interest at weighted average annual interest rates of approximately 3.7% and 3.8% for the three and nine months ended September 30, 2019 , respectively. During the three and nine months ended September 30, 2018 , the maximum amounts of EQM's outstanding borrowings under the EQM Credit Facility at any time were approximately $74 million and $420 million , respectively, and the average daily balances were approximately $22 million and $147 million , respectively. EQM incurred interest at weighted average annual interest rates of approximately 3.7% and 3.2% for the three and nine months ended September 30, 2018 , respectively. 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 estimated debt issuance costs of $2.6 million . The net proceeds were primarily used to repay borrowings under the EQM Credit 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 September 30, 2019 . During the applicable portions of the two months ended September 30, 2019 , the weighted average annual interest rate for the period was approximately 3.6% . 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 higher 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 described below. 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 of 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 . As of September 30, 2019 , Eureka had approximately $293 million of borrowings outstanding under the Eureka Credit Facility. For the three months ended September 30, 2019 and for the period from April 10, 2019 through September 30, 2019 , the maximum amount of outstanding borrowings under the Eureka Credit Facility at any time was approximately $293 million for both periods, the average daily balances were approximately $293 million and $285 million , respectively, and Eureka incurred interest at a weighted average annual interest rate of approximately 4.3% for both periods. 2018 EQM Term Loan Facility . On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364 -day term loan facility with a syndicate of lenders (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 EQM $2.5 billion Senior Notes (defined below), on June 25, 2018, the balance outstanding 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. From April 25, 2018 through June 25, 2018, the maximum amount of EQM's outstanding borrowings under the 2018 EQM Term Loan Facility at any time 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 Mergers, RM Operating LLC (formerly Rice Midstream OpCo LLC), a wholly-owned subsidiary of RMP, had an $850 million senior secured credit facility (the RMP $850 Million Facility). In connection with the completion of the EQM-RMP Mergers, on July 23, 2018 , EQM repaid the approximately $260 million of borrowings outstanding under the RMP $850 Million Facility and the RMP $850 Million Facility was terminated. Prior to its termination, 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 distributions 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. During the applicable portions of the three and nine months ended September 30, 2018 , the maximum outstanding borrowings were approximately $260 million and $375 million , respectively, the average daily balance was approximately $249 million and $300 million , respectively, and the weighted average annual interest rate for the period was approximately 4.1% and 3.8% , respectively. EQM 4.125% and 4.00% Senior Notes. In the fourth quarter of 2016, EQM issued $500 million aggregate principal amount of 4.125% senior unsecured notes due December 2026 (the 4.125% Senior Notes). EQM used the net proceeds from the offering to repay the then outstanding borrowings under a predecessor to the EQM Credit Facility and for general partnership purposes. In the third quarter of 2014, EQM issued $500 million aggregate principal amount of 4.00% senior unsecured notes due August 2024 (the 4.00% Senior Notes). EQM used the net proceeds from the offering to repay the outstanding borrowings under a predecessor to the EQM Credit Facility and for general partnership purposes. The 4.125% Senior Notes and the 4.00% Senior Notes were issued pursuant to supplemental indentures to EQM's existing indenture dated August 1, 2014. Both the 4.125% Senior Notes and the 4.00% Senior Notes 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. EQM $2.5 Billion Senior Notes. During the second quarter of 2018, EQM issued 4.75% senior unsecured notes due July 2023 in the aggregate principal amount of $1.1 billion , 5.50% senior unsecured notes due July 2028 in the aggregate principal amount of $850 million and 6.50% senior unsecured notes due July 2048 in the aggregate principal amount of $550 million (collectively, the EQM $2.5 Billion Senior Notes). EQM received net proceeds from the offering of approximately $2,465.8 million , inclusive of a discount of $11.8 million and estimated 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 EQM $2.5 Billion Senior Notes were issued pursuant to supplemental indentures to EQM's existing indenture dated August 1, 2014. The EQM $2.5 Billion Senior Notes 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 September 30, 2019 , Equitrans Midstream, EQM and Eureka were in compliance with all debt provisions and covenants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying values of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; as such, their fair values are Level 1 fair value measurements. The carrying value of the credit facility borrowings and borrowings under the 2019 EQM Term Loan Agreement approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value measurement. As the Company's borrowings under the ETRN Term Loan Credit Agreement and 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. As of September 30, 2019 and December 31, 2018 , the estimated fair value of the Company's borrowings under the ETRN Term Loan Credit Agreement was approximately $597 million and $590 million , respectively, and the carrying value of the Company's borrowings under the ETRN Term Loan Credit Agreement was approximately $568 million for both periods. As of September 30, 2019 and December 31, 2018 , the estimated fair value of EQM's senior notes was approximately $3,439 million and $3,425 million , respectively, and the carrying value of EQM's senior notes was approximately $3,461 million and $3,457 million , respectively. The fair value of the Preferred Interest is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of September 30, 2019 and December 31, 2018 , the estimated fair value of the Preferred Interest was approximately $128 million and $122 million , respectively, and the carrying value of the Preferred Interest was approximately $111 million and $115 million , respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share In connection with the Distribution described in Note 1 , and based on the 254,586,700 shares of outstanding common stock of EQT (EQT common stock) as of the record date for the Distribution, the Company issued 254,268,864 shares of Equitrans Midstream common stock. As of September 30, 2019 , there were 254,743,883 shares of Equitrans Midstream common stock outstanding, of which EQT owned 50,599,503 . Basic earnings per share (EPS) is computed by dividing net income attributable to Equitrans Midstream by the weighted average number of shares of Equitrans Midstream common stock outstanding during the period without considering any dilutive items. Net income attributable to Equitrans Midstream excludes net income attributable to noncontrolling interests and the Series A Preferred Units interest in net income of $25.5 million per quarter. Diluted EPS is computed by dividing net income attributable to Equitrans Midstream by the weighted average number of shares of Equitrans Midstream common stock and potentially dilutive securities, net of shares assumed to be repurchased using the treasury stock method. Share purchases are calculated using the average share price of Equitrans Midstream common stock during the period. Potentially dilutive securities arise from the assumed conversion of outstanding stock options and other share-based awards. Diluted EPS also takes into consideration the potential dilution from securities issued by subsidiaries that enable their holders to obtain the subsidiary's common stock. The resulting net income amount is divided by the weighted average number of dilutive shares of common stock outstanding. Potentially dilutive securities (options and restricted awards) included in the calculation of diluted earnings per share totaled 18,540 for the nine months ended September 30, 2019 and 601,622 for the three and nine months ended September 30, 2018 , respectively. For the three months ended September 30, 2019 , basic and diluted weighted average common stock outstanding were the same because the Company generated a net loss. For all periods presented, the impact of EQM's dilutive securities did not have a material impact on the Company's diluted earnings per share. For periods prior to the Separation Date, earnings per share shown on the statements of condensed consolidated comprehensive income were calculated based on the shares of Equitrans Midstream common stock distributed in connection with the Separation and Distribution and is considered pro forma in nature. Prior to the Separation Date, the Company did not have any issued or outstanding common stock (other than shares owned by EQT). |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was (3.3)% for the three months ended September 30, 2019 , compared to 6.5% for the three months ended September 30, 2018 . The effective tax rate was 14.6% for the nine months ended September 30, 2019 , compared to 6.5% for the nine months ended September 30, 2018 . The effective tax rate was lower for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 due to the tax impact of the impairments of long-lived assets (see Note 4 ) as well as Rice Midstream Holdings' income not subject to tax expense and due to higher income attributable to noncontrolling limited partners in 2018 . The effective tax rate was higher for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily due to the tax impact of the impairments of long-lived assets (see Note 4 ). Prior to October 22, 2018, Rice Midstream Holdings was a multi-member limited liability company; therefore, the earnings of Rice Midstream Holdings and its subsidiaries were not subject to federal income tax. In the fourth quarter of 2018 , Rice Midstream Holdings was merged out of existence as part of internal restructurings. Excluding other items, the effective tax rates for both periods are lower than the statutory rates because the Company does not record income tax expense on the portion of its income attributable to the noncontrolling limited partners of EQM, the noncontrolling members of Eureka Midstream and, for the period prior to the Limited Call Right, the noncontrolling limited partners of EQGP. |
Consolidated Variable Interest
Consolidated Variable Interest Entities | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entities | Consolidated Variable Interest Entities As of September 30, 2019 , the Company determined EQM to be a variable interest entity. In addition, as of December 31, 2018, EQGP was also a variable interest entity. Through the Company's ownership and control of the general partners of EQGP and EQM, the Company had the power to direct the activities that most significantly affected EQGP's and EQM's economic performance during the periods presented. Through its limited and general partner interests in EQGP prior to the EQM IDR Transaction, its limited partner interest in EQM and through EQGP's general partner interest, limited partner interest and IDRs in EQM prior to the EQM IDR Transaction, the Company had the right to receive benefits from, as well as the obligation to absorb the losses of, EQGP and EQM. On January 10, 2019, following the completion of the EQGP Buyout, EQGP became an indirect, wholly-owned subsidiary of the Company. As the Company is the primary beneficiary of and has a controlling financial interest in EQGP and EQM, the Company consolidated EQGP, which, prior to the EQGP Buyout, consolidated EQM for the periods presented. See Note 2 . In addition, for discussion of related party transactions, see Note 8 . The Company continues to consolidate EQM. The risks associated with the operations of EQM are discussed in its Annual Report on Form 10-K for the year ended December 31, 2018 , as updated by any Quarterly Reports on Form 10-Q. See further discussion of the impact that Equitrans Midstream's ownership and control of EQM had on Equitrans Midstream's financial position, results of operations and cash flows included in Equitrans Midstream's Annual Report on Form 10-K for the year ended December 31, 2018 , as updated by any Quarterly Reports on Form 10-Q, including in the sections captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations." The following table presents assets and liabilities included in the Company's consolidated balance sheets that were for the use or obligation of EQM, inclusive of receivables and payables due from or to related parties. September 30, 2019 December 31, 2018 (Thousands) ASSETS Cash and cash equivalents $ 81,899 $ 17,515 Accounts receivable (a) 242,186 254,390 Other current assets 21,035 14,909 Net property, plant and equipment (b) 7,608,417 5,806,628 Investment in unconsolidated entity 2,227,321 1,510,289 Goodwill 962,218 1,123,813 Net intangible assets 812,020 576,113 Other assets 198,941 152,464 LIABILITIES Accounts payable (a) $ 172,422 $ 207,877 Capital contribution payable to the MVP Joint Venture 261,089 169,202 Accrued interest 41,170 80,199 Accrued liabilities 34,022 20,672 Credit facility borrowings 557,500 625,000 EQM long-term debt 4,858,208 3,456,639 Regulatory and other long-term liabilities 79,164 38,724 (a) Accounts receivable as of September 30, 2019 and December 31, 2018 included $175.7 million and $174.8 million , respectively, of receivables due from EQT. 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 September 30, 2019 . (b) Includes approximately $58.9 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 2 . The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Thousands) Operating revenues $ 408,434 $ 364,584 $ 1,204,383 $ 1,110,307 Operating expenses 439,511 131,084 799,999 365,141 Other expenses, net (9,138 ) (23,573 ) (36,197 ) (37,711 ) Net (loss) income $ (40,215 ) $ 209,927 $ 368,187 $ 707,455 Net cash provided by operating activities $ 234,584 $ 242,575 $ 744,827 $ 865,482 Net cash used in investing activities $ (496,237 ) $ (495,554 ) $ (2,171,542 ) $ (2,252,293 ) Net cash provided by (used in) financing activities $ 326,927 $ (443,763 ) $ 1,491,099 $ 1,336,923 |
Financial Statements (Policies)
Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. As of December 31, 2018, the Former EQGP General Partner was a wholly-owned subsidiary of Equitrans Gathering Holdings and controlled EQGP through its general partner interest in EQGP; therefore, the financial statements of Equitrans Midstream consolidated and, following the closing of the EQGP Unit Purchases and the exercise of the Limited Call Right, continue to consolidate EQGP. As of December 31, 2018, the Former EQM General Partner was a wholly-owned subsidiary of EQGP and controlled EQM through its general partner interest in EQM; therefore, the financial statements of EQGP consolidated EQM. For each of the periods prior to the Separation presented in this Quarterly Report on Form 10-Q, the consolidated financial statements and related notes include the assets, liabilities and results of operations of the Midstream Business that were transferred to Equitrans Midstream upon the closing of the Distribution and represent the predecessor for accounting purposes of Equitrans Midstream (the Predecessor). References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and the Predecessor as applicable for all periods presented. Predecessor financial information has been derived from EQT's consolidated financial statements and accounting records and reflects the historical results of operations, financial position and cash flows of the Company as if the Midstream Business had been consolidated for all periods presented. The financial statements include expense allocations for certain corporate functions historically performed by EQT, such as executive oversight, accounting, treasury, tax, legal, supply chain, information technology and share-based compensation. See Note 8 . The Company believes the assumptions underlying the consolidated financial statements are reasonable; however, as organizational structure and strategic focus dictate expenses incurred, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded company for the nine months ended September 30, 2018 . Similarly, the financial statements may not reflect the results of operations, financial position and cash flows had the Company existed as a standalone, publicly traded company during that period. Following the completion of the Bolt-on Acquisition, the Company, through EQM, evaluated Eureka Midstream Holdings, LLC (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 10 ), as well as each member having proportional voting rights through their equity investments. As such, as of September 30, 2019 , EQM consolidates Eureka Midstream using the voting interest model, recording noncontrolling interest related to the third-party ownership interests in Eureka Midstream. The accompanying unaudited condensed 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 condensed 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 the Company as of September 30, 2019 and December 31, 2018 , the results of its operations and equity for the three and nine months ended September 30, 2019 and 2018 and its cash flows for the nine months ended September 30, 2019 and 2018 . The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . For further information, refer to the Company's annual combined consolidated financial statements and related notes for the year ended December 31, 2018 , as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB issued 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, clarifies interim disclosure requirements in the year of ASU 2016-02 adoption. The Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 using the optional transition method. The Company uses a lease accounting system to monitor its current population of lease contracts. The Company 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. The standard will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the standard in the first quarter of 2019 with no significant effect on its financial statements or related disclosures. 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. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material effect on its financial statements and related disclosures. 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. The Company early-adopted the standard using the prospective method of adoption on January 1, 2019. Following the adoption of ASU 2018-15, the Company 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 the Company's hosting arrangement. For the three and nine months ended September 30, 2019 , the Company did no t 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 condensed consolidated comprehensive income when recognized. In August 2018, the SEC adopted a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , that amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments also expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements, in that registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for the current and comparative year-to-date periods, with subtotals for each interim period. This final rule was effective on November 5, 2018 and the Company assessed the impact on its consolidated financial statements disclosures to be not significant. The Company adopted the final rule and began applying this disclosure change to its statement of condensed consolidated equity in the first quarter of 2019. |
Impairment Long-Lived Assets | The Company 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 the Company 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, the Company 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 the Company 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 the Company 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. |
2019 Acquisition and Divestit_2
2019 Acquisition and Divestiture (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocations | The following table summarizes the allocation of the fair value of the assets acquired and liabilities assumed in the Bolt-on Acquisition as of April 10, 2019 by the Company, as well as certain measurement period adjustments made subsequent to the Company's initial valuation. (in thousands) Preliminary Purchase Price Allocation (As initially reported) Measurement Period Adjustments (a) Preliminary Purchase Price Allocation (As adjusted) Consideration given: Cash consideration (b) $ 861,250 $ (11,404 ) $ 849,846 Buyout 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 Deferred tax asset 5,773 (5,268 ) 505 Other assets 14,567 — 14,567 Amount attributable to assets acquired 1,605,459 (20,200 ) 1,585,259 Noncontrolling interests (486,062 ) 7,602 (478,460 ) Goodwill as of April 10, 2019 $ 107,869 $ (8,663 ) $ 99,206 Impairment of goodwill (d) (99,206 ) Goodwill as of September 30, 2019 $ — (a) The Company 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 the Company. (c) After considering the refinements to the valuation models, the Company 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 , the Company identified impairment indicators that suggested the fair value of its goodwill was more likely than not below its carrying amount. As such, the Company performed an interim goodwill impairment assessment, which resulted in the Company recognizing impairment to goodwill of approximately $268.1 million , of which $99.2 million was associated with its Eureka/Hornet reporting unit bringing the reporting unit's goodwill balance to zero . See Note 4 for further detail. The goodwill impairment charge related to the Eureka/Hornet reporting unit recorded in the third quarter of fiscal 2019 is subject to change based upon the final purchase price allocation during the measurement period for estimated fair values of assets acquired and liabilities assumed in the Bolt-on Acquisition. There can be no assurance that such final allocations will not result in material increases or decreases to the recorded goodwill impairment charge based upon the preliminary purchase price allocations due to changes in the provisional opening balance sheet estimates of goodwill. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date). |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Intangible assets, net as of September 30, 2019 are detailed below. (in thousands) As of September 30, 2019 Intangible assets $ 311,000 Less: impairment of Hornet-related intangible assets (a) 36,405 Less: accumulated amortization 7,517 Intangible assets, net $ 267,078 (a) See Note 4 for disclosure regarding impairments of long-lived assets. |
Schedule of Post-Acquisition Operating Results and Unaudited Pro Forma Information | The following unaudited pro forma combined financial information presents the Company's results as though the EQGP Buyout, EQM IDR Transaction and Bolt-on Acquisition had been completed at January 1, 2018. 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 EQGP Buyout, EQM IDR Transaction and Bolt-on Acquisition taken place on January 1, 2018; furthermore, the financial information is not intended to be a projection of future results. (in thousands, except per share data) (unaudited) Nine Months Ended September 30, 2019 Pro forma operating revenues $ 1,235,963 Pro forma net income $ 303,984 Pro forma net income attributable to noncontrolling interests $ 174,526 Pro forma net income attributable to ETRN $ 129,458 Pro forma income per share (basic) $ 0.51 Pro forma income per share (diluted) $ 0.51 (in thousands, except per share data) (unaudited) Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Pro forma operating revenues $ 391,151 $ 1,195,096 Pro forma net income $ 190,417 $ 628,792 Pro forma net income attributable to noncontrolling interests $ 106,757 $ 346,795 Pro forma net income attributable to Equitrans Midstream $ 83,660 $ 281,997 Pro forma income per share (basic) $ 0.33 $ 1.11 Pro forma income per share (diluted) $ 0.33 $ 1.11 Subsequent to the completion of the Bolt-on Acquisition, Eureka Midstream and Hornet Midstream collectively contributed the following to both the Gathering segment and the Company's consolidated operating results for the period from April 10, 2019 through September 30, 2019 . (in thousands) (unaudited) April 10, 2019 through September 30, 2019 Operating revenues $ 61,579 Operating loss attributable to Equitrans Midstream $ (109,277 ) Net loss attributable to noncontrolling interests $ (25,664 ) Net loss attributable to Equitrans Midstream $ (87,949 ) |
Impairments of Long-Lived Ass_2
Impairments of Long-Lived Assets - Summary of the Carrying Amount of Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill during the periods presented. September 30, 2019 December 31, 2018 (Thousands) Goodwill, acquired $ 1,600,416 $ 1,501,210 Accumulated impairment losses 530,053 261,941 Goodwill $ 1,070,363 $ 1,239,269 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following table summarizes operating lease cost for the three and nine months ended September 30, 2019 . Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (Thousands) Operating lease cost $ 3,667 $ 9,007 Short-term lease cost 1,517 3,435 Variable lease cost 139 221 Sublease (income) (126 ) (318 ) Total lease cost $ 5,197 $ 12,345 |
Schedule of Operating Lease Liability Maturities | The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of September 30, 2019 and related imputed interest. The majority of the Company's lease agreements have multiple renewal periods at the Company'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. September 30, 2019 (Thousands) 2019 $ 3,873 2020 14,468 2021 11,998 2022 9,806 2023 7,747 2024 5,978 Thereafter 30,663 Total 84,533 Less: imputed interest 17,665 Present value of operating lease liability $ 66,868 |
Financial Information by Busi_2
Financial Information by Business Segment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Thousands) Revenues from customers: Gathering $ 299,491 $ 252,861 $ 847,038 $ 731,440 Transmission 87,299 89,350 289,926 285,429 Water 21,644 22,373 67,419 93,438 Total operating revenues $ 408,434 $ 364,584 $ 1,204,383 $ 1,110,307 Operating (loss) income: Gathering (a) $ (98,489 ) $ 177,902 $ 177,720 $ 510,755 Transmission 59,690 58,691 207,684 198,784 Water 7,722 (3,093 ) 18,980 35,627 Other (b) (7,376 ) (15,178 ) (16,621 ) (42,636 ) Total operating (loss) income $ (38,453 ) $ 218,322 $ 387,763 $ 702,530 Reconciliation of operating (loss) income to net (loss) income: Equity income (c) $ 44,448 $ 16,087 $ 112,293 $ 35,836 Other income 70 1,345 2,637 3,193 Net interest expense 65,606 36,862 188,268 68,848 Income tax expense 1,948 12,926 45,868 43,394 Net (loss) income $ (61,489 ) $ 185,966 $ 268,557 $ 629,317 (a) Impairments of long-lived assets of $298.7 million and $378.8 million for the three and nine months ended September 30, 2019 , respectively, were included in Gathering operating (loss) income. See Note 4 for further information. (b) Other operating loss includes separation and other transaction costs and other operating expenses incurred by the Company separate from and in addition to similar costs incurred by EQM. (c) Equity income is included in the Transmission segment. |
Schedule of Segment Assets | September 30, 2019 December 31, 2018 (Thousands) Segment assets: Gathering $ 7,949,204 $ 6,011,654 Transmission (a) 3,801,905 3,066,659 Water 198,672 237,602 Total operating segments 11,949,781 9,315,915 Headquarters, including cash 626,207 1,207,920 Total assets $ 12,575,988 $ 10,523,835 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. |
Schedule of Depreciation and Amortization and Expenditures for Segment Assets | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Thousands) Depreciation: Gathering $ 38,943 $ 25,359 $ 104,502 $ 72,309 Transmission 13,347 12,357 38,474 37,228 Water 6,907 5,851 19,801 17,420 Other 263 155 3,953 278 Total $ 59,460 $ 43,722 $ 166,730 $ 127,235 Expenditures for segment assets: Gathering (a) $ 271,860 $ 194,477 $ 686,178 $ 515,072 Transmission (b) 16,296 37,626 46,287 84,517 Water 13,466 7,981 31,490 17,358 Other 1,068 11,819 6,787 11,819 Total (c) $ 302,690 $ 251,903 $ 770,742 $ 628,766 (a) Includes approximately $6.7 million and $17.6 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the three and nine months ended September 30, 2019 , respectively. (b) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $211.7 million and $263.2 million for the three months ended September 30, 2019 and 2018 , respectively, and approximately $512.9 million and $446.0 million for the nine months ended September 30, 2019 and 2018 , respectively. (c) The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. Accrued capital expenditures were approximately $118.9 million , $103.6 million and $109.3 million at September 30, 2019 , June 30, 2019 and December 31, 2018 , respectively. Accrued capital expenditures were approximately $95.2 million , $84.6 million and $90.7 million at September 30, 2018 , June 30, 2018 and December 31, 2017 , respectively. On April 10, 2019, as a result of the Bolt-on Acquisition, the Company assumed $8.8 million of Eureka Midstream accrued capital expenditures. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 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. Three Months Ended September 30, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 154,791 $ 81,990 $ — $ 236,781 Volumetric-based fee revenues 144,700 5,309 — 150,009 Water services revenues — — 21,644 21,644 Total operating revenues $ 299,491 $ 87,299 $ 21,644 $ 408,434 Three Months Ended September 30, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 112,598 $ 82,669 $ — $ 195,267 Volumetric-based fee revenues 140,263 6,681 — 146,944 Water services revenues — — 22,373 22,373 Total operating revenues $ 252,861 $ 89,350 $ 22,373 $ 364,584 Nine Months Ended September 30, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 431,520 $ 263,051 $ — $ 694,571 Volumetric-based fee revenues 415,518 26,875 — 442,393 Water services revenues — — 67,419 67,419 Total operating revenues $ 847,038 $ 289,926 $ 67,419 $ 1,204,383 Nine Months Ended September 30, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 334,233 $ 262,666 $ — $ 596,899 Volumetric-based fee revenues 397,207 22,763 — 419,970 Water services revenues — — 93,438 93,438 Total operating revenues $ 731,440 $ 285,429 $ 93,438 $ 1,110,307 |
Summary of Remaining Performance Obligations | The following table summarizes the transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of September 30, 2019 . 2019 (a) 2020 2021 2022 2023 Thereafter Total (Thousands) Gathering firm reservation fees $ 124,735 $ 512,126 $ 586,691 $ 591,430 $ 590,342 $ 2,152,476 $ 4,557,800 Gathering revenues supported by MVCs 41,341 133,969 153,065 153,065 152,242 626,548 1,260,230 Transmission firm reservation fees 92,853 348,324 374,627 370,617 332,393 2,731,561 4,250,375 Total $ 258,929 $ 994,419 $ 1,114,383 $ 1,115,112 $ 1,074,977 $ 5,510,585 $ 10,068,405 (a) October 1, 2019 through December 31, 2019. |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 9 Months Ended |
Sep. 30, 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 unaudited condensed consolidated financial statements of the MVP Joint Venture. Condensed Consolidated Balance Sheets September 30, 2019 December 31, 2018 (Thousands) Current assets $ 507,736 $ 687,657 Non-current assets 4,735,119 3,223,220 Total assets $ 5,242,855 $ 3,910,877 Current liabilities $ 468,011 $ 617,355 Non-current liabilities 2,416 — Equity 4,772,428 3,293,522 Total liabilities and equity $ 5,242,855 $ 3,910,877 Condensed Statements of Consolidated Operations Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Thousands) Environmental remediation reserve $ (516 ) $ — $ (2,682 ) $ — Other income 1,165 1,923 5,863 3,200 Net interest income 29,100 10,036 73,035 22,674 AFUDC — equity 67,902 23,416 170,416 52,905 Net income $ 97,651 $ 35,375 $ 246,632 $ 78,779 |
Consolidated Variable Interes_2
Consolidated Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Variable Interest Entity | The following table presents assets and liabilities included in the Company's consolidated balance sheets that were for the use or obligation of EQM, inclusive of receivables and payables due from or to related parties. September 30, 2019 December 31, 2018 (Thousands) ASSETS Cash and cash equivalents $ 81,899 $ 17,515 Accounts receivable (a) 242,186 254,390 Other current assets 21,035 14,909 Net property, plant and equipment (b) 7,608,417 5,806,628 Investment in unconsolidated entity 2,227,321 1,510,289 Goodwill 962,218 1,123,813 Net intangible assets 812,020 576,113 Other assets 198,941 152,464 LIABILITIES Accounts payable (a) $ 172,422 $ 207,877 Capital contribution payable to the MVP Joint Venture 261,089 169,202 Accrued interest 41,170 80,199 Accrued liabilities 34,022 20,672 Credit facility borrowings 557,500 625,000 EQM long-term debt 4,858,208 3,456,639 Regulatory and other long-term liabilities 79,164 38,724 (a) Accounts receivable as of September 30, 2019 and December 31, 2018 included $175.7 million and $174.8 million , respectively, of receivables due from EQT. 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 September 30, 2019 . (b) Includes approximately $58.9 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 2 . The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Thousands) Operating revenues $ 408,434 $ 364,584 $ 1,204,383 $ 1,110,307 Operating expenses 439,511 131,084 799,999 365,141 Other expenses, net (9,138 ) (23,573 ) (36,197 ) (37,711 ) Net (loss) income $ (40,215 ) $ 209,927 $ 368,187 $ 707,455 Net cash provided by operating activities $ 234,584 $ 242,575 $ 744,827 $ 865,482 Net cash used in investing activities $ (496,237 ) $ (495,554 ) $ (2,171,542 ) $ (2,252,293 ) Net cash provided by (used in) financing activities $ 326,927 $ (443,763 ) $ 1,491,099 $ 1,336,923 |
Financial Statements (Details)
Financial Statements (Details) - USD ($) | Nov. 12, 2018 | May 22, 2018 | May 01, 2018 | Nov. 13, 2017 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Cash distributions paid (as a percent) | 80.10% | ||||||
Limited partner ownership interest (as a percent) | 25.00% | ||||||
Cloud Computing Arrangements | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Amortization of intangible assets | $ 0 | $ 0 | |||||
EQT Corporation and Subsidiaries | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Limited partner ownership interest (as a percent) | 19.90% | ||||||
Strike Force Midstream Holdings LLC | Strike Force Midstream | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Limited partner ownership interest (as a percent) | 75.00% | ||||||
EQM | Gulfport Transaction | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Cash consideration | $ 175,000,000 | ||||||
Limited partner ownership interest (as a percent) | 100.00% | ||||||
EQM | May 2018 Acquisition | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Cash consideration | $ 1,150,000,000 | ||||||
Common units (in shares) | 5,889,282 |
Investments in Consolidated, _2
Investments in Consolidated, Non-Wholly-Owed Entities (Details) | Nov. 13, 2019USD ($)$ / shares | Oct. 21, 2019$ / shares | Mar. 31, 2019USD ($) | Mar. 13, 2019USD ($)day$ / sharesshares | Feb. 13, 2019shares | Jan. 10, 2019USD ($)$ / sharesshares | Jan. 03, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2019USD ($)shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Class of Stock [Line Items] | |||||||||||||||||
Purchase of EQGP common units | $ | $ 238,455,000 | ||||||||||||||||
Results of the EQGP Buyout and the EQM IDR Transaction | $ | $ 1,627,000 | (346,543,000) | $ 50,125,000 | $ 6,871,000 | $ (17,000) | $ 346,500,000 | |||||||||||
Convertible basis (percentage) | 100.00% | ||||||||||||||||
Convertible units | $ | $ 30,000,000 | ||||||||||||||||
Threshold percentage of stock price trigger | 140.00% | ||||||||||||||||
Threshold trading days | day | 20 | ||||||||||||||||
Threshold amount of stock price trigger (in shares) | 500,000 | ||||||||||||||||
Threshold consecutive trading days | day | 20 | ||||||||||||||||
Initial purchase price for the shared assets transaction | $ | $ 49,700,000 | 58,900,000 | |||||||||||||||
Cash consideration | $ | $ 8,900,000 | 769,937,000 | $ 624,359,000 | ||||||||||||||
Distributions paid to noncontrolling interest unitholders | $ | (285,834,000) | $ (279,539,000) | |||||||||||||||
EQM | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Cash distributions declared (in dollars per unit) | $ / shares | $ 1.160 | ||||||||||||||||
EQM | Series A Preferred Units | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Cash distributions declared (in dollars per unit) | $ / shares | $ 1.0364 | ||||||||||||||||
EQM | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Canceled common units (in shares) | 21,811,643 | ||||||||||||||||
EQM | Limited Partner | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Distributions paid to noncontrolling interest unitholders | $ | $ (136,000,000) | ||||||||||||||||
EQM | Common Class B | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Distributions declared | $ | $ 0 | ||||||||||||||||
EQGP | Phantom Share Units (PSUs) | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Units paid in connection with EQGP Buyout (in dollars per share) | $ / shares | $ 20 | ||||||||||||||||
Units paid in connection with EQGP Buyout (in shares) | 29,829 | ||||||||||||||||
Noncontrolling Interests | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Purchase of EQGP common units | $ | $ (244,400,000) | ||||||||||||||||
Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Purchase of EQGP common units | $ | 38,648,000 | $ (46,800,000) | |||||||||||||||
Results of the EQGP Buyout and the EQM IDR Transaction | $ | $ 1,627,000 | 991,098,000 | 991,100,000 | ||||||||||||||
Noncontrolling Interests | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Purchase of EQGP common units | $ | 199,807,000 | ||||||||||||||||
Results of the EQGP Buyout and the EQM IDR Transaction | $ | $ (1,337,641,000) | $ 189,072,000 | $ 25,922,000 | $ (64,000) | $ 1,300,000,000 | ||||||||||||
EQM | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units held (in shares) | 117,245,455 | 117,245,455 | |||||||||||||||
Limited partner ownership interest (as a percent) | 53.50% | ||||||||||||||||
EQM | Common Class B | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units held (in shares) | 7,000,000 | 7,000,000 | |||||||||||||||
EQM | EQGP | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Partners' capital common units outstanding (in shares) | 21,811,643 | ||||||||||||||||
EQM | Equitrans Gathering Holdings, LLC | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units held (in shares) | 89,505,616 | 89,505,616 | |||||||||||||||
EQM | Equitrans Gathering Holdings, LLC | Common Class B | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units held (in shares) | 6,153,907 | 6,153,907 | |||||||||||||||
EQM | EQM GP Corporation | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units held (in shares) | 89,536 | 89,536 | |||||||||||||||
EQM | EQM GP Corporation | Common Class B | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units held (in shares) | 6,155 | 6,155 | |||||||||||||||
EQM | Equitrans Midstream Holdings, LLC | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units held (in shares) | 27,650,303 | 27,650,303 | |||||||||||||||
EQM | Equitrans Midstream Holdings, LLC | Common Class B | Limited Partner Common | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units held (in shares) | 839,938 | 839,938 | |||||||||||||||
EQM | Public Owned | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Limited partner ownership interest (as a percent) | 46.50% | ||||||||||||||||
EQGP Unit Purchases | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Aggregate purchase price of EQGP Unit Purchases | $ | $ 16,100,000 | $ 291,200,000 | |||||||||||||||
EQGP Unit Purchases | EQGP | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Aggregate common units of EQGP Unit Purchases (in shares) | 804,140 | 14,560,281 | |||||||||||||||
Limited Call Right | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Aggregate purchase price of EQGP Unit Purchases | $ | $ 221,900,000 | ||||||||||||||||
Limited Call Right | EQGP | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Aggregate common units of EQGP Unit Purchases (in shares) | 11,097,287 | ||||||||||||||||
IDR Merger Agreement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
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 | EQM | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units received (in shares) | 80,000,000 | ||||||||||||||||
IDR Merger Agreement | EQM | Common Class B | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common units received (in shares) | 7,000,000 | ||||||||||||||||
Private Placement | EQM | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Aggregate number of units owned (in shares) | 24,605,291 | ||||||||||||||||
Cash purchase price for Series A Preferred Units (in dollars per share) | $ / shares | $ 48.77 | ||||||||||||||||
Total gross proceeds for Series A Preferred Units | $ | $ 1,200,000,000 | ||||||||||||||||
Cash distributions paid per unit (in dollars per share) | $ / shares | $ 1.0364 | ||||||||||||||||
Cumulative quarterly distribution increasing percentage (A) | 2.59% | ||||||||||||||||
Cumulative quarterly distribution increasing percentage (B) | 1.725% |
2019 Acquisition and Divestit_3
2019 Acquisition and Divestiture - Narrative (Details) | Sep. 30, 2019USD ($) | Aug. 14, 2019USD ($)compressor_stationmi | Apr. 10, 2019USD ($)mi | Mar. 13, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | ||||||||||||
Limited partner ownership interest (as a percent) | 25.00% | 25.00% | ||||||||||
Interest, net of amount capitalized | $ 223,257,000 | $ 42,655,000 | ||||||||||
Transaction costs | [1] | $ 256,000 | $ 16,681,000 | 24,606,000 | 47,995,000 | |||||||
Goodwill | [2] | $ (1,070,363,000) | (1,070,363,000) | $ (1,070,363,000) | (1,070,363,000) | $ (1,239,269,000) | ||||||
Amortization of intangible assets | 14,540,000 | $ 10,387,000 | 38,677,000 | $ 31,160,000 | ||||||||
EQM | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | (1,070,400,000) | (1,070,400,000) | (1,070,400,000) | (1,070,400,000) | ||||||||
Eureka Midstream Holdings, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Length of gathering lines (in miles) | mi | 190 | |||||||||||
Eureka Midstream Holdings, LLC | EQM | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Limited partner ownership interest (as a percent) | 60.00% | |||||||||||
Hornet Midstream Holdings, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Length of gathering lines (in miles) | mi | 15 | |||||||||||
Hornet Midstream Holdings, LLC | EQM | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Limited partner ownership interest (as a percent) | 100.00% | |||||||||||
Bolt-on Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | 852,376,000 | $ 863,780,000 | ||||||||||
Payment of related interest and fees | 28,200,000 | |||||||||||
Interest, net of amount capitalized | 100,000 | |||||||||||
Transaction costs | 300,000 | 17,000,000 | ||||||||||
Acquisition-related expenses, professional fees | 300,000 | 15,300,000 | ||||||||||
Acquisition-related expenses, compensation arrangements | 1,700,000 | |||||||||||
Goodwill | 0 | (107,869,000) | 0 | 0 | 0 | |||||||
Noncontrolling interests | 478,460,000 | 486,062,000 | 478,460,000 | 478,460,000 | 478,460,000 | |||||||
Impairment of intangible assets | 36,400,000 | 36,405,000 | ||||||||||
Increase in expected annual amortization expense as a result of impairment | 1,000,000 | |||||||||||
Amortization of intangible assets | 4,100,000 | (400,000) | 7,500,000 | |||||||||
Estimated annual amortization expense, 2019 | 4,200,000 | 4,200,000 | 4,200,000 | 4,200,000 | ||||||||
Estimated annual amortization expense, 2020 | 16,800,000 | 16,800,000 | 16,800,000 | 16,800,000 | ||||||||
Estimated annual amortization expense, 2021 | 16,800,000 | 16,800,000 | 16,800,000 | 16,800,000 | ||||||||
Estimated annual amortization expense, 2022 | 16,800,000 | 16,800,000 | 16,800,000 | 16,800,000 | ||||||||
Estimated annual amortization expense, 2023 | 16,800,000 | 16,800,000 | 16,800,000 | 16,800,000 | ||||||||
Estimated annual amortization expense, 2024 | $ 16,800,000 | $ 16,800,000 | $ 16,800,000 | $ 16,800,000 | ||||||||
Goodwill, tax deductible amount | 43,000,000 | |||||||||||
Bolt-on Acquisition | EQM | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration | $ 1,040,000,000 | |||||||||||
Cash consideration | 852,000,000 | |||||||||||
Assumed pro-rata debt | $ 192,000,000 | |||||||||||
Goodwill | $ (99,200,000) | |||||||||||
Bolt-on Acquisition | Eureka Midstream, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 20 years | |||||||||||
Bolt-on Acquisition | Hornet Midstream Holdings, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 7 years 3 months | |||||||||||
Disposal Group, Not Discontinued Operations | Copley Gathering System | EQM | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Impairment of long-lived assets | $ 80,100,000 | |||||||||||
Length of pipeline (in miles) | mi | 530 | |||||||||||
Number of compressor | compressor_station | 4 | |||||||||||
Purchase price of Copley gathering system | $ 1,000 | |||||||||||
[1] | Operating and maintenance expense included charges to EQT of $2.4 million for both the three and nine months ended September 30, 2019 . For the three and nine months ended September 30, 2018 , operating and maintenance expense included charges from EQT of $14.0 million and $38.4 million , respectively. Selling, general and administrative expense included charges from EQT of $1.0 million for both the three and nine months ended September 30, 2019 . Selling, general and administrative expense included charges from EQT of $26.2 million and $76.9 million for the three and nine months ended September 30, 2018 , respectively. See Note 8 . Separation and other transaction costs for the three and nine months ended September 30, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1 ) and included charges allocated to Equitrans Midstream from EQT of $11.0 million and $34.6 million , respectively. See Notes 1 and 8 . | |||||||||||
[2] | See Note 4 for disclosure regarding impairments of goodwill. |
2019 Acquisition and Divestit_4
2019 Acquisition and Divestiture - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Apr. 10, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill [Roll Forward] | ||||||||
Goodwill as of April 10, 2019 | [1] | $ 1,239,269 | ||||||
Impairment of goodwill | $ (268,100) | |||||||
Goodwill as of September 30, 2019 | [1] | $ 1,070,363 | 1,070,363 | $ 1,070,363 | 1,070,363 | |||
Decrease in amortization expense | (14,540) | $ (10,387) | (38,677) | $ (31,160) | ||||
Bolt-on Acquisition | ||||||||
Consideration given: | ||||||||
Cash consideration | 849,846 | $ 861,250 | ||||||
Buyout of Eureka Midstream Class B Units and incentive compensation | 2,530 | 2,530 | ||||||
Total consideration | 852,376 | 863,780 | ||||||
Total consideration | (11,404) | |||||||
Fair value of liabilities assumed: | ||||||||
Current liabilities | 42,601 | 52,458 | 42,601 | 42,601 | 42,601 | |||
Long-term debt | 300,825 | 300,825 | 300,825 | 300,825 | 300,825 | |||
Other long-term liabilities | 10,203 | 10,203 | 10,203 | 10,203 | 10,203 | |||
Amount attributable to liabilities assumed | 353,629 | 363,486 | 353,629 | 353,629 | 353,629 | |||
Fair value of assets acquired: | ||||||||
Cash | 15,145 | 15,145 | 15,145 | 15,145 | 15,145 | |||
Accounts receivable | 16,817 | 16,817 | 16,817 | 16,817 | 16,817 | |||
Inventory | 12,965 | 12,991 | 12,965 | 12,965 | 12,965 | |||
Other current assets | 882 | 882 | 882 | 882 | 882 | |||
Net property, plant and equipment | 1,213,378 | 1,222,284 | 1,213,378 | 1,213,378 | 1,213,378 | |||
Intangible assets | 311,000 | 317,000 | 311,000 | 311,000 | 311,000 | |||
Deferred tax asset | 505 | 5,773 | 505 | 505 | 505 | |||
Other assets | 14,567 | 14,567 | 14,567 | 14,567 | 14,567 | |||
Amount attributable to assets acquired | 1,585,259 | 1,605,459 | 1,585,259 | 1,585,259 | 1,585,259 | |||
Noncontrolling interests | (478,460) | (486,062) | (478,460) | (478,460) | (478,460) | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||||||
Current liabilities | (9,857) | |||||||
Amount attributable to liabilities assumed | (9,857) | |||||||
Inventory | (26) | |||||||
Net property, plant and equipment | (8,906) | |||||||
Intangible assets | (6,000) | |||||||
Deferred tax asset | (5,268) | |||||||
Amount attributable to assets acquired | (20,200) | |||||||
Noncontrolling interests | 7,602 | |||||||
Goodwill as of April 10, 2019 | (8,663) | |||||||
Goodwill, Net Of Purchase Accounting Adjustments, Before Impairment | 99,206 | |||||||
Goodwill [Roll Forward] | ||||||||
Impairment of goodwill | (99,200) | (99,206) | ||||||
Goodwill as of September 30, 2019 | $ 0 | $ 107,869 | 0 | 0 | 0 | |||
Decrease in amortization expense | $ (4,100) | $ 400 | $ (7,500) | |||||
[1] | See Note 4 for disclosure regarding impairments of goodwill. |
2019 Acquisition and Divestit_5
2019 Acquisition and Divestiture - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Bolt-on Acquisition - USD ($) $ in Thousands | Apr. 10, 2019 | Sep. 30, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 311,000 | |
Less: impairment of Hornet-related intangible assets | $ 36,400 | 36,405 |
Less: accumulated amortization | 7,517 | |
Intangible assets, net | $ 267,078 |
2019 Acquisition and Divestit_6
2019 Acquisition and Divestiture - Schedule of Post-Acquisition Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition [Line Items] | |||||
Net loss attributable to noncontrolling interests | $ 4,336 | $ 103,141 | $ 203,562 | $ 362,696 | |
Net loss attributable to Equitrans Midstream | $ (65,825) | $ 82,825 | $ 64,995 | $ 266,621 | |
Bolt-on Acquisition | |||||
Business Acquisition [Line Items] | |||||
Operating revenues | $ 61,579 | ||||
Operating loss attributable to Equitrans Midstream | (109,277) | ||||
Net loss attributable to noncontrolling interests | (25,664) | ||||
Net loss attributable to Equitrans Midstream | $ (87,949) |
2019 Acquisition and Divestit_7
2019 Acquisition and Divestiture - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma operating revenues | $ 1,235,963 | ||
Pro forma net income | 303,984 | ||
Pro forma net income attributable to noncontrolling interests | 174,526 | ||
Pro forma net income attributable to Equitrans Midstream | $ 129,458 | ||
Pro forma income per share (basic) (in dollars per share) | $ 0.51 | ||
Pro forma income per share (diluted) (in dollars per share) | $ 0.51 | ||
Bolt-on Acquisition | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma operating revenues | $ 391,151 | $ 1,195,096 | |
Pro forma net income | 190,417 | 628,792 | |
Pro forma net income attributable to noncontrolling interests | 106,757 | 346,795 | |
Pro forma net income attributable to Equitrans Midstream | $ 83,660 | $ 281,997 | |
Pro forma income per share (basic) (in dollars per share) | $ 0.33 | $ 1.11 | |
Pro forma income per share (diluted) (in dollars per share) | $ 0.33 | $ 1.11 |
Impairments of Long-Lived Ass_3
Impairments of Long-Lived Assets (Details) $ in Thousands | Aug. 31, 2019USD ($) | Apr. 10, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)reporting_unit | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||
Impairment of goodwill | $ 268,100 | ||||||||
Deferred income taxes | $ (45,868) | $ 164,333 | |||||||
Goodwill | [1] | 1,070,363 | $ 1,070,363 | 1,070,363 | $ 1,239,269 | ||||
Bolt-on Acquisition | |||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||
Impairment of goodwill | 99,200 | 99,206 | |||||||
Goodwill | $ 107,869 | 0 | 0 | 0 | |||||
Impairment of intangible assets | 36,400 | $ 36,405 | |||||||
EQM Midstream Partners, LP | |||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||
Number of reporting units | reporting_unit | 3 | ||||||||
Deferred income taxes | $ (108,200) | ||||||||
Goodwill | 1,070,400 | 1,070,400 | 1,070,400 | ||||||
EQM Midstream Partners, LP | RMP PA Gas Gathering Reporting Unit | |||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||
Goodwill | [1] | 923,400 | 923,400 | 923,400 | |||||
EQM Midstream Partners, LP | EQM-RMP Merger | |||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||
Impairment of goodwill | $ 168,900 | ||||||||
Deferred income taxes | (7,300) | ||||||||
EQM Midstream Partners, LP | Bolt-on Acquisition | |||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||
Impairment of goodwill | 99,200 | ||||||||
Deferred income taxes | $ (500) | ||||||||
Goodwill | $ 99,200 | ||||||||
EQM Midstream Partners, LP | Bolt-on Acquisition | Rice Retained Midstream Reporting Unit | |||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||
Goodwill | [1] | $ 38,800 | $ 38,800 | $ 38,800 | |||||
Disposal Group, Not Discontinued Operations | Copley Gathering System | EQM Midstream Partners, LP | |||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||
Impairment of property and equipment | $ 80,100 | ||||||||
[1] | See Note 4 for disclosure regarding impairments of goodwill. |
Impairments of Long-Lived Ass_4
Impairments of Long-Lived Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | ||
Property, Plant and Equipment [Abstract] | |||
Goodwill, acquired | $ 1,600,416 | $ 1,501,210 | |
Accumulated impairment losses | 530,053 | 261,941 | |
Goodwill | [1] | $ 1,070,363 | $ 1,239,269 |
[1] | See Note 4 for disclosure regarding impairments of goodwill. |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($)lease_agreement | Sep. 30, 2019USD ($)lease_agreement | Apr. 10, 2019USD ($) | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease, right-of-use asset | $ 65,400 | $ 65,400 | |||
Operating lease expenses | 3,667 | 9,007 | |||
Cash paid for operating lease liabilities | 3,100 | 8,100 | |||
Operating lease liability | 66,868 | 66,868 | |||
Operating lease, liability, current | $ 11,900 | $ 11,900 | |||
Weighted average remaining lease term | 8 years | 8 years | |||
Weighted average discount rate (percentage) | 5.60% | 5.60% | |||
Accounting Standards Update 2016-02 | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, right-of-use asset | $ 49,700 | ||||
Operating lease liability | $ 49,700 | ||||
Shared Leases Assignment | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of lease agreements | lease_agreement | 2 | ||||
Shared Leases Assignment | EQM | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, right-of-use asset | $ 33,000 | ||||
Operating lease liability | $ 33,000 | ||||
Bolt-on Acquisition | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, right-of-use asset | $ 20,000 | ||||
Operating lease liability | $ 20,000 | ||||
Bolt-on Acquisition | EQM | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease expenses | $ 1,700 | $ 3,000 | |||
Bolt-on Acquisition | Compressor Lease | EQM | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of lease agreements | lease_agreement | 10 | ||||
Bolt-on Acquisition | Facilities Lease | EQM | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of lease agreements | lease_agreement | 1 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,667 | $ 9,007 |
Short-term lease cost | 1,517 | 3,435 |
Variable lease cost | 139 | 221 |
Sublease (income) | (126) | (318) |
Total lease cost | $ 5,197 | $ 12,345 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 3,873 |
2020 | 14,468 |
2021 | 11,998 |
2022 | 9,806 |
2023 | 7,747 |
2024 | 5,978 |
Thereafter | 30,663 |
Total | 84,533 |
Less: imputed interest | 17,665 |
Present value of operating lease liability | $ 66,868 |
Financial Information by Busi_3
Financial Information by Business Segment - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019business_linesegment | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 3 |
Number of lines of business | business_line | 3 |
Financial Information by Busi_4
Financial Information by Business Segment - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 10, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Revenues from customers: | ||||||||||||||
Operating revenues | [1] | $ 408,434 | $ 364,584 | $ 1,204,383 | $ 1,110,307 | |||||||||
Operating (loss) income: | ||||||||||||||
Operating (loss) income | (38,453) | 218,322 | 387,763 | 702,530 | ||||||||||
Reconciliation of operating (loss) income to net (loss) income: | ||||||||||||||
Equity income | [2] | 44,448 | 16,087 | 112,293 | 35,836 | |||||||||
Other income | 70 | 1,345 | 2,637 | 3,193 | ||||||||||
Net interest expense | [3] | 65,606 | 36,862 | 188,268 | 68,848 | |||||||||
Income tax expense | 1,948 | 12,926 | 45,868 | 43,394 | ||||||||||
Net (loss) income | (61,489) | $ 130,480 | $ 199,566 | 185,966 | $ 219,607 | $ 223,744 | 268,557 | 629,317 | ||||||
Segment assets: | ||||||||||||||
Total assets | 12,575,988 | 12,575,988 | $ 10,523,835 | |||||||||||
Depreciation: | ||||||||||||||
Total | 59,460 | 43,722 | 166,730 | 127,235 | ||||||||||
Expenditures for segment assets: | ||||||||||||||
Total | 302,690 | 251,903 | 770,742 | 628,766 | ||||||||||
Impairments of long-lived assets | [4] | 305,459 | 0 | 385,594 | [5] | 0 | [5] | |||||||
Accrued capital expenditures | 118,900 | $ 103,600 | 95,200 | $ 84,600 | 118,900 | 95,200 | $ 8,800 | 109,300 | $ 90,700 | |||||
Gathering | ||||||||||||||
Revenues from customers: | ||||||||||||||
Operating revenues | 299,491 | 252,861 | 847,038 | 731,440 | ||||||||||
Expenditures for segment assets: | ||||||||||||||
Impairments of long-lived assets | [4] | 298,700 | 378,800 | |||||||||||
Transmission | ||||||||||||||
Revenues from customers: | ||||||||||||||
Operating revenues | 87,299 | 89,350 | 289,926 | 285,429 | ||||||||||
Water | ||||||||||||||
Revenues from customers: | ||||||||||||||
Operating revenues | 21,644 | 22,373 | 67,419 | 93,438 | ||||||||||
Operating segments | ||||||||||||||
Segment assets: | ||||||||||||||
Total assets | 11,949,781 | 11,949,781 | 9,315,915 | |||||||||||
Operating segments | Gathering | ||||||||||||||
Revenues from customers: | ||||||||||||||
Operating revenues | 299,491 | 252,861 | 847,038 | 731,440 | ||||||||||
Operating (loss) income: | ||||||||||||||
Operating (loss) income | (98,489) | 177,902 | 177,720 | 510,755 | ||||||||||
Segment assets: | ||||||||||||||
Total assets | 7,949,204 | 7,949,204 | 6,011,654 | |||||||||||
Depreciation: | ||||||||||||||
Total | 38,943 | 25,359 | 104,502 | 72,309 | ||||||||||
Expenditures for segment assets: | ||||||||||||||
Total | 271,860 | 194,477 | 686,178 | 515,072 | ||||||||||
Operating segments | Transmission | ||||||||||||||
Revenues from customers: | ||||||||||||||
Operating revenues | 87,299 | 89,350 | 289,926 | 285,429 | ||||||||||
Operating (loss) income: | ||||||||||||||
Operating (loss) income | 59,690 | 58,691 | 207,684 | 198,784 | ||||||||||
Segment assets: | ||||||||||||||
Total assets | 3,801,905 | 3,801,905 | 3,066,659 | |||||||||||
Depreciation: | ||||||||||||||
Total | 13,347 | 12,357 | 38,474 | 37,228 | ||||||||||
Expenditures for segment assets: | ||||||||||||||
Total | 16,296 | 37,626 | 46,287 | 84,517 | ||||||||||
Operating segments | Water | ||||||||||||||
Revenues from customers: | ||||||||||||||
Operating revenues | 21,644 | 22,373 | 67,419 | 93,438 | ||||||||||
Operating (loss) income: | ||||||||||||||
Operating (loss) income | 7,722 | (3,093) | 18,980 | 35,627 | ||||||||||
Segment assets: | ||||||||||||||
Total assets | 198,672 | 198,672 | 237,602 | |||||||||||
Depreciation: | ||||||||||||||
Total | 6,907 | 5,851 | 19,801 | 17,420 | ||||||||||
Expenditures for segment assets: | ||||||||||||||
Total | 13,466 | 7,981 | 31,490 | 17,358 | ||||||||||
Other/Headquarters, including cash | ||||||||||||||
Operating (loss) income: | ||||||||||||||
Operating (loss) income | (7,376) | (15,178) | (16,621) | (42,636) | ||||||||||
Segment assets: | ||||||||||||||
Total assets | 626,207 | 626,207 | $ 1,207,920 | |||||||||||
Depreciation: | ||||||||||||||
Total | 263 | 155 | 3,953 | 278 | ||||||||||
Expenditures for segment assets: | ||||||||||||||
Total | 1,068 | 11,819 | 6,787 | 11,819 | ||||||||||
Eureka Midstream Holdings, LLC | Operating segments | Gathering | ||||||||||||||
Expenditures for segment assets: | ||||||||||||||
Total | 6,700 | 17,600 | ||||||||||||
MVP Southgate Project | Operating segments | Transmission | ||||||||||||||
Expenditures for segment assets: | ||||||||||||||
Total | $ 211,700 | $ 263,200 | $ 512,900 | $ 446,000 | ||||||||||
[1] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) of $275.4 million and $276.9 million for the three months ended September 30, 2019 and 2018 , respectively, and $843.9 million and $827.8 million for the nine months ended September 30, 2019 and 2018 , respectively. See Note 8 . | |||||||||||||
[2] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9 . | |||||||||||||
[3] | Net interest expense included interest income on the Preferred Interest in EQT Energy Supply, LLC (EES), a subsidiary of EQT, of $1.6 million and $1.6 million for the three months ended September 30, 2019 and 2018 , respectively, and $4.8 million and $5.0 million for the nine months ended September 30, 2019 and 2018 , respectively. | |||||||||||||
[4] | See Note 4 for disclosure regarding impairments of long-lived assets. | |||||||||||||
[5] | See Note 4 for disclosure regarding impairments of long-lived assets. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue Information, by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | [1] | $ 408,434 | $ 364,584 | $ 1,204,383 | $ 1,110,307 |
Firm reservation fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 236,781 | 195,267 | 694,571 | 596,899 | |
Volumetric-based fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 150,009 | 146,944 | 442,393 | 419,970 | |
Gathering | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 299,491 | 252,861 | 847,038 | 731,440 | |
Gathering | Firm reservation fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 154,791 | 112,598 | 431,520 | 334,233 | |
Gathering | Volumetric-based fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 144,700 | 140,263 | 415,518 | 397,207 | |
Transmission | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 87,299 | 89,350 | 289,926 | 285,429 | |
Transmission | Firm reservation fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 81,990 | 82,669 | 263,051 | 262,666 | |
Transmission | Volumetric-based fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 5,309 | 6,681 | 26,875 | 22,763 | |
Water | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 21,644 | 22,373 | 67,419 | 93,438 | |
Water | Firm reservation fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 0 | 0 | 0 | 0 | |
Water | Volumetric-based fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | $ 0 | $ 0 | $ 0 | $ 0 | |
[1] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) of $275.4 million and $276.9 million for the three months ended September 30, 2019 and 2018 , respectively, and $843.9 million and $827.8 million for the nine months ended September 30, 2019 and 2018 , respectively. See Note 8 . |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 258,929 |
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 firm reservation fees | 994,419 |
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 firm reservation fees | 1,114,383 |
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 firm reservation fees | 1,115,112 |
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 firm reservation fees | 1,074,977 |
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 firm reservation fees | 5,510,585 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 10,068,405 |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 92,853 |
Remaining performance obligations, expected timing | 3 months |
Transmission firm reservation fees | 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 firm reservation fees | $ 348,324 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | 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 firm reservation fees | $ 374,627 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | 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 firm reservation fees | $ 370,617 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | 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 firm reservation fees | $ 332,393 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | 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 firm reservation fees | $ 2,731,561 |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 4,250,375 |
Remaining performance obligations, expected timing | |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 124,735 |
Remaining performance obligations, expected timing | 3 months |
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 firm reservation fees | $ 512,126 |
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 firm reservation fees | $ 586,691 |
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 firm reservation fees | $ 591,430 |
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 firm reservation fees | $ 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 firm reservation fees | $ 2,152,476 |
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 firm reservation fees | $ 4,557,800 |
Remaining performance obligations, expected timing | |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 41,341 |
Remaining performance obligations, expected timing | 3 months |
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 firm reservation fees | $ 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 firm reservation fees | $ 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 firm reservation fees | $ 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 firm reservation fees | $ 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 firm reservation fees | $ 626,548 |
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 firm reservation fees | $ 1,260,230 |
Remaining performance obligations, expected timing |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Gathering | |
Disaggregation of Revenue [Line Items] | |
Weighted average remaining term | 11 years |
Transmission | |
Disaggregation of Revenue [Line Items] | |
Weighted average remaining term | 14 years |
Related Party Transactions (Det
Related Party Transactions (Details) - Line of credit - EQGP Working Capital Facility with ETRN - EQGP - USD ($) $ in Millions | 2 Months Ended | |
Dec. 31, 2018 | Nov. 13, 2018 | |
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity | $ 20 | |
Borrowings outstanding | $ 1 | |
Maximum outstanding borrowing | 3.3 | |
Average daily balance of short term loans outstanding | $ 0.9 | |
Weighted average annual interest rate | 4.10% |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity - Narrative (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($) | Oct. 31, 2019USD ($) | Sep. 30, 2019USD ($)mi | Aug. 31, 2019USD ($) | Sep. 30, 2019USD ($)mi | Sep. 30, 2018USD ($) | Oct. 01, 2019USD ($) | Feb. 28, 2019USD ($) | Jan. 31, 2019USD ($) | Apr. 30, 2018mi | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Capital call notice expected to be paid | $ 512,852 | $ 446,049 | |||||||||
MVP | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Length of pipeline (in miles) | mi | 300 | 300 | |||||||||
MVP Southgate Project | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Length of pipeline (in miles) | mi | 70 | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | ||||||||||
Issuance of performance guarantee | $ 261,000 | ||||||||||
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% | 45.50% | |||||||||
Maximum financial statement exposure | $ 2,191,000 | $ 2,191,000 | |||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership interest | 47.20% | 47.20% | |||||||||
Capital contribution payable to MVP Joint Venture | $ 6,200 | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | Scenario, Forecast | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Payments to joint venture | $ 2,800 | $ 1,800 | |||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Project | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Capital contribution payable to MVP Joint Venture | $ 254,900 | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Project | Scenario, Forecast | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Payments to joint venture | $ 62,200 | $ 123,900 | |||||||||
Beneficial Owner | MVP Joint Venture | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Percentage of ownership interest | 66.67% | ||||||||||
Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Capital call notice expected to be paid | $ 1,600 | ||||||||||
Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP Project | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Payments to joint venture | $ 68,800 | ||||||||||
Performance Guarantee | Variable Interest Entity, Not Primary Beneficiary | MVP | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Guarantor obligations | $ 211,000 | $ 211,000 | |||||||||
Performance Guarantee | Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Guarantor obligations | $ 256,000 |
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 | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Condensed Consolidated Balance Sheets | |||||
Current assets | $ 507,736 | $ 507,736 | $ 687,657 | ||
Non-current assets | 4,735,119 | 4,735,119 | 3,223,220 | ||
Total assets | 5,242,855 | 5,242,855 | 3,910,877 | ||
Current liabilities | 468,011 | 468,011 | 617,355 | ||
Non-current liabilities | 2,416 | 2,416 | 0 | ||
Equity | 4,772,428 | 4,772,428 | 3,293,522 | ||
Total liabilities and equity | 5,242,855 | 5,242,855 | $ 3,910,877 | ||
Condensed Statements of Consolidated Operations | |||||
Environmental remediation reserve | (516) | $ 0 | (2,682) | $ 0 | |
Other income | 1,165 | 1,923 | 5,863 | 3,200 | |
Net interest income | 29,100 | 10,036 | 73,035 | 22,674 | |
AFUDC — equity | 67,902 | 23,416 | 170,416 | 52,905 | |
Net income | $ 97,651 | $ 35,375 | $ 246,632 | $ 78,779 |
Debt - Equitrans Midstream Cred
Debt - Equitrans Midstream Credit Facility (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | ||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | [1] | $ 557,500,000 | $ 557,500,000 | $ 641,500,000 | |
Equitrans Midstream Credit Facility | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 | ||||
Available additional borrowings | 200,000,000 | ||||
Borrowings outstanding | 0 | 0 | 17,000,000 | ||
Maximum amount of short term loans outstanding | 0 | 44,000,000 | |||
Average daily balance of short term loans outstanding | $ 4,000,000 | ||||
Weighted average annual interest rate (as a percent) | 4.30% | ||||
Equitrans Midstream Credit Facility | Same-day swing line advances | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 25,000,000 | ||||
Equitrans Midstream Credit Facility | Letter of credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Letters of credit outstanding | $ 0 | $ 0 | $ 0 | ||
[1] | As of September 30, 2019 , the Company had credit facility borrowings outstanding of approximately $265 million and $293 million on the EQM Credit Facility and the Eureka Credit Facility, respectively (both defined herein). The Company had no borrowings outstanding under its credit facilities as of September 30, 2019 . See Note 10 for further detail. |
Debt - Equitrans Midstream Term
Debt - Equitrans Midstream Term Loan Facility (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | ||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | [1] | $ 641,500,000 | $ 557,500,000 | $ 557,500,000 |
Term Loans | Equitrans Midstream Term Loans | ||||
Debt Instrument [Line Items] | ||||
Principal | 600,000,000 | |||
Net proceeds from offering | 568,100,000 | |||
Discount | 18,000,000 | |||
Debt issuance costs | 13,900,000 | |||
Incremental borrowing capacity | 150,000,000 | |||
Periodic quarterly payment | 6,000,000 | |||
Borrowings outstanding | 600,000,000 | $ 595,500,000 | $ 595,500,000 | |
Weighted average annual interest rate (as a percent) | 6.80% | 6.90% | ||
Letter of credit | Equitrans Midstream Term Loans | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 0 | $ 0 | $ 0 | |
[1] | As of September 30, 2019 , the Company had credit facility borrowings outstanding of approximately $265 million and $293 million on the EQM Credit Facility and the Eureka Credit Facility, respectively (both defined herein). The Company had no borrowings outstanding under its credit facilities as of September 30, 2019 . See Note 10 for further detail. |
Debt - EQGP Working Capital Fac
Debt - EQGP Working Capital Facility with EQT (Details) - EQGP - Line of credit - EQGP Working Capital Facility with EQT - USD ($) | Nov. 12, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Nov. 13, 2018 |
Short-term Debt [Line Items] | |||||
Maximum borrowing capacity | $ 20,000,000 | ||||
Maximum outstanding borrowing | $ 3,300,000 | ||||
Weighted average annual interest rate | 4.10% | ||||
EQT Corporation and Subsidiaries | |||||
Short-term Debt [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Maximum amount of short term loans outstanding | $ 3,200,000 | ||||
Maximum outstanding borrowing | $ 200,000 | ||||
Weighted average annual interest rate | 3.30% |
Debt - EQM Revolving Credit Fac
Debt - EQM Revolving Credit Facility (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Nov. 01, 2018USD ($) | ||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding | [1] | $ 557,500,000 | $ 557,500,000 | $ 641,500,000 | ||||
EQM | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, related parties | 265,000,000 | 265,000,000 | ||||||
EQM Credit Facility | EQM | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings outstanding | 625,000,000 | |||||||
Letters of credit outstanding | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||
Weighted average annual interest rate (as a percent) | 3.70% | 3.70% | 3.80% | 3.20% | ||||
EQM Credit Facility | Line of credit | EQM | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 3,000,000,000 | ||||||
Additional available borrowings | 750,000,000 | |||||||
Borrowings outstanding | $ 0 | $ 0 | ||||||
Maximum amount of short term loans outstanding | $ 74,000,000 | 1,700,000,000 | $ 420,000,000 | |||||
Average daily balance of short term loans outstanding | $ 865,000,000 | $ 22,000,000 | $ 950,000,000 | $ 147,000,000 | ||||
EQM Credit Facility | Same-day swing line advances | EQM | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 250,000,000 | |||||||
EQM Credit Facility | Letter of credit | EQM | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 400,000,000 | |||||||
Three Billion Credit Facility | Line of credit | EQM | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 5 | |||||||
Consolidated leverage ratio under certain circumstances | 5.50 | |||||||
[1] | As of September 30, 2019 , the Company had credit facility borrowings outstanding of approximately $265 million and $293 million on the EQM Credit Facility and the Eureka Credit Facility, respectively (both defined herein). The Company had no borrowings outstanding under its credit facilities as of September 30, 2019 . See Note 10 for further detail. |
Debt - 2019 EQM Term Loan Facil
Debt - 2019 EQM Term Loan Facility (Details) | 1 Months Ended | 2 Months Ended | |||
Aug. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 31, 2018 | ||
Debt Instrument [Line Items] | |||||
Current portion of long-term debt | $ 6,000,000 | $ 6,000,000 | |||
Letters of credit outstanding | [1] | 557,500,000 | $ 641,500,000 | ||
EQM | Credit facility borrowings | Three Billion Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Consolidated leverage ratio | 5 | ||||
Consolidated leverage ratio under certain circumstances | 5.50 | ||||
EQM | Unsecured Debt | 2019 EQM Term Loan Facility And The 2019 EQM Term Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Consolidated leverage ratio | 5 | ||||
Consolidated leverage ratio under certain circumstances | 5.50 | ||||
Principal | $ 1,400,000,000 | ||||
EQM | Unsecured Debt | 2019 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from offering | 1,397,400,000 | ||||
Debt issuance costs | 2,600,000 | ||||
Borrowings outstanding | $ 1,400,000,000 | ||||
Weighted average annual interest rate (as a percent) | 3.60% | ||||
EQM | Unsecured Debt | 2019 EQM Term Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 300,000,000 | ||||
[1] | As of September 30, 2019 , the Company had credit facility borrowings outstanding of approximately $265 million and $293 million on the EQM Credit Facility and the Eureka Credit Facility, respectively (both defined herein). The Company had no borrowings outstanding under its credit facilities as of September 30, 2019 . See Note 10 for further detail. |
Debt - Eureka Credit Facility (
Debt - Eureka Credit Facility (Details) - Eureka Midstream, LLC | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Oct. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Long-term debt, related parties | $ 293,000,000 | $ 293,000,000 | $ 293,000,000 | ||
Line of credit | Eureka Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 400,000,000 | ||||
Additional available borrowings | $ 100,000,000 | ||||
Available additional borrowings | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | ||
Maximum consolidated leverage ratio | 4.75 | 4.75 | 4.75 | ||
Maximum consolidated leverage ratio for certain measurement periods following certain acquisitions | 5.25 | 5.25 | 5.25 | ||
Consolidated interest ratio requirement | 2.50 | 2.50 | 2.50 | ||
Maximum amount of short term loans outstanding | $ 293,000,000 | $ 293,000,000 | |||
Average daily balance of short term loans outstanding | $ 293,000,000 | $ 285,000,000 | |||
Weighted average annual interest rate (as a percent) | 4.30% | 4.30% | |||
Line of credit | Eureka Credit Facility | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Line of credit | Eureka Credit Facility | Eurodollar | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Line of credit | Eureka Credit Facility | Eurodollar | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.00% | ||||
Line of credit | Eureka Credit Facility | Federal Funds Effective Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Line of credit | Eureka Credit Facility | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
Line of credit | Eureka Credit Facility | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% |
Debt - 2018 EQM Term Loan Facil
Debt - 2018 EQM Term Loan Facility (Details) - $2.5 Billion Senior Notes - EQM - Line of credit - USD ($) | Jun. 25, 2018 | Apr. 25, 2018 | Jun. 25, 2018 | Sep. 30, 2018 |
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | $ 2,500,000,000 | $ 2,500,000,000 | ||
Line of credit expiration period | 364 days | |||
Debt issuance costs | $ 3,000,000 | |||
Maximum amount of short term loans outstanding | $ 1,825,000,000 | |||
Average daily balance of short term loans outstanding | $ 1,231,000,000 | |||
Weighted average annual interest rate (as a percent) | 3.30% |
Debt - RMP Credit Facility (Det
Debt - RMP Credit Facility (Details) - USD ($) | Jul. 23, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 2,325,500,000 | $ 2,968,000,000 | ||
RMP Credit Facility | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 850,000,000 | |||
Repayments of debt | $ 260,000,000 | |||
Maximum amount of short term loans outstanding | $ 260,000,000 | 375,000,000 | ||
Average daily balance of short term loans outstanding | $ 249,000,000 | $ 300,000,000 | ||
Weighted average annual interest rate (as a percent) | 4.10% | 3.80% |
Debt - EQM 4.125% and 4.00% Sen
Debt - EQM 4.125% and 4.00% Senior Notes (Details) - EQM - EQM Senior notes - USD ($) | Sep. 30, 2019 | Dec. 31, 2016 | Sep. 30, 2014 |
EQM 4.125% Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.125% | 4.125% | |
Principal | $ 500,000,000 | ||
EQM 4.00% Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.00% | 4.00% | |
Principal | $ 500,000,000 |
Debt - EQM $2.5 Billion Senior
Debt - EQM $2.5 Billion Senior Notes (Details) - USD ($) | 1 Months Ended | |||
Jun. 30, 2018 | Sep. 30, 2018 | Jul. 23, 2018 | Apr. 25, 2018 | |
RMP Credit Facility | Credit facility borrowings | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 850,000,000 | |||
EQM | EQM Senior notes | ||||
Debt Instrument [Line Items] | ||||
Net proceeds from offering | $ 2,465,800,000 | |||
Discount | $ 11,800,000 | |||
Debt issuance costs | 22,400,000 | |||
EQM | $2.5 Billion Senior Notes | Credit facility borrowings | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 2,500,000,000 | $ 2,500,000,000 | ||
EQM | EQM 4.75% Senior Notes due 2023 | EQM Senior notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 4.75% | |||
Principal | $ 1,100,000,000 | |||
EQM | EQM 5.50% Senior Notes due 2028 | EQM Senior notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 5.50% | |||
Principal | $ 850,000,000 | |||
EQM | EQM 6.50% Senior Notes due 2048 | EQM Senior notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 6.50% | |||
Principal | $ 550,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
EQM | Level 3 | Fair Value | EES | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred interest | $ 128 | $ 122 |
EQM | Level 3 | Carrying Value | EES | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred interest | 111 | 115 |
EQM Senior notes | EQM | Fair Value, Measurements, Recurring | Level 2 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 3,439 | 3,425 |
EQM Senior notes | EQM | Fair Value, Measurements, Recurring | Level 2 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 3,461 | 3,457 |
Equitrans Midstream Term Loans | Term Loans | Level 2 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 597 | 590 |
Equitrans Midstream Term Loans | Term Loans | Level 2 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 568 | $ 568.2 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | Nov. 12, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 31, 2019 |
Class of Stock [Line Items] | ||||||
Net income attributable to Equitrans Midstream | $ (65,825,000) | $ 82,825,000 | $ 64,995,000 | $ 266,621,000 | ||
Issuance of Equitrans Midstream common stock (in shares) | 254,268,864 | |||||
Potentially dilutive securities (in shares) | 18,540 | 601,622 | ||||
EQT Corporation and Subsidiaries | The Separation and Distribution Agreement | ||||||
Class of Stock [Line Items] | ||||||
Common stock outstanding (in shares) | $ 254,586,700 | |||||
Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Common stock outstanding (in shares) | $ 254,743,883 | |||||
Subsequent Event | Equitrans Midstream | EQT Corporation and Subsidiaries | ||||||
Class of Stock [Line Items] | ||||||
Common stock outstanding (in shares) | $ 50,599,503 | |||||
Series A Preferred Units | ||||||
Class of Stock [Line Items] | ||||||
Net income attributable to Equitrans Midstream | $ 25,500,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (3.30%) | 6.50% | 14.60% | 6.50% |
Consolidated Variable Interes_3
Consolidated Variable Interest Entities - Schedule of Variable Interest Entities (Details) - USD ($) | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||||||
Initial purchase price for the shared assets transaction | $ 49,700,000 | $ 58,900,000 | ||||
Operating revenues | $ 408,434,000 | $ 364,584,000 | 1,204,383,000 | $ 1,110,307,000 | ||
Operating expenses | 439,511,000 | 131,084,000 | 799,999,000 | 365,141,000 | ||
Other expenses, net | (9,138,000) | (23,573,000) | (36,197,000) | (37,711,000) | ||
Net (loss) income | (40,215,000) | 209,927,000 | 368,187,000 | 707,455,000 | ||
Net cash provided by operating activities | 234,584,000 | 242,575,000 | 744,827,000 | 865,482,000 | ||
Net cash used in investing activities | (496,237,000) | (495,554,000) | (2,171,542,000) | (2,252,293,000) | ||
Net cash provided by (used in) financing activities | 326,927,000 | $ (443,763,000) | 1,491,099,000 | $ 1,336,923,000 | ||
Cash and cash equivalents | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 81,899,000 | 81,899,000 | $ 17,515,000 | |||
Accounts receivable | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 242,186,000 | 242,186,000 | 254,390,000 | |||
Other current assets | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 21,035,000 | 21,035,000 | 14,909,000 | |||
Net property, plant and equipment | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 7,608,417,000 | 7,608,417,000 | 5,806,628,000 | |||
Investment in unconsolidated entity | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 2,227,321,000 | 2,227,321,000 | 1,510,289,000 | |||
Goodwill | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 962,218,000 | 962,218,000 | 1,123,813,000 | |||
Net intangible assets | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 812,020,000 | 812,020,000 | 576,113,000 | |||
Other assets | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 198,941,000 | 198,941,000 | 152,464,000 | |||
Accounts payable | ||||||
Variable Interest Entity [Line Items] | ||||||
LIABILITIES | 172,422,000 | 172,422,000 | 207,877,000 | |||
Capital contribution payable to the MVP Joint Venture | ||||||
Variable Interest Entity [Line Items] | ||||||
LIABILITIES | 261,089,000 | 261,089,000 | 169,202,000 | |||
Accrued interest | ||||||
Variable Interest Entity [Line Items] | ||||||
LIABILITIES | 41,170,000 | 41,170,000 | 80,199,000 | |||
Accrued liabilities | ||||||
Variable Interest Entity [Line Items] | ||||||
LIABILITIES | 34,022,000 | 34,022,000 | 20,672,000 | |||
Credit facility borrowings | ||||||
Variable Interest Entity [Line Items] | ||||||
LIABILITIES | 557,500,000 | 557,500,000 | 625,000,000 | |||
EQM long-term debt | ||||||
Variable Interest Entity [Line Items] | ||||||
LIABILITIES | 4,858,208,000 | 4,858,208,000 | 3,456,639,000 | |||
Regulatory and other long-term liabilities | ||||||
Variable Interest Entity [Line Items] | ||||||
LIABILITIES | 79,164,000 | 79,164,000 | 38,724,000 | |||
EES | Accounts receivable | ||||||
Variable Interest Entity [Line Items] | ||||||
ASSETS | 175,700,000 | 175,700,000 | 174,800,000 | |||
EES | Accounts payable | ||||||
Variable Interest Entity [Line Items] | ||||||
LIABILITIES | $ 0 | $ 0 | $ 34,000,000 |