Cover
Cover - shares | 6 Months Ended | ||
Jun. 30, 2020 | Jul. 31, 2020 | Dec. 31, 2019 | |
Cover [Abstract] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Jun. 30, 2020 | ||
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, no par value | ||
Trading Symbol | ETRN | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Small Business Entity | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 432,470,000 | ||
Entity Central Index Key | 0001747009 | ||
Amendment Flag | false | ||
Current Fiscal Year End | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | Q2 | ||
Mezzanine equity, preferred shares outstanding (in shares) | 30,018 | 30,018,000 | 0 |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Income Statement [Abstract] | |||||
Operating revenues | [1] | $ 340,590 | $ 406,167 | $ 793,703 | $ 795,949 |
Operating expenses: | |||||
Operating and maintenance | [1] | 41,663 | 46,556 | 80,085 | 74,439 |
Selling, general and administrative | [1] | 32,821 | 27,224 | 62,560 | 59,402 |
Separation and other transaction costs | 11,453 | 15,568 | 22,813 | 24,350 | |
Depreciation | 63,151 | 56,759 | 124,499 | 107,270 | |
Amortization of intangible assets | 16,205 | 13,750 | 30,786 | 24,137 | |
Impairments of long-lived assets (Note 4) | [2] | 0 | 80,135 | 55,581 | 80,135 |
Total operating expenses | 165,293 | 239,992 | 376,324 | 369,733 | |
Operating income | 175,297 | 166,175 | 417,379 | 426,216 | |
Equity income | [3] | 56,244 | 36,782 | 110,316 | 67,845 |
Other income | [4] | 12,979 | 706 | 17,142 | 2,567 |
Loss on early extinguishment of debt | [5] | 0 | 0 | 24,864 | 0 |
Net interest expense | [1] | 66,795 | 61,713 | 133,549 | 122,662 |
Income before income taxes | 177,725 | 141,950 | 386,424 | 373,966 | |
Income tax expense | 34,267 | 11,470 | 53,406 | 43,920 | |
Net income | 143,458 | 130,480 | 333,018 | 330,046 | |
Net income attributable to noncontrolling interests | 86,964 | 55,959 | 206,792 | 199,226 | |
Net income attributable to Equitrans Midstream | 56,494 | 74,521 | 126,226 | 130,820 | |
Preferred dividends | 29,504 | 0 | 29,504 | 0 | |
Net income attributable to Equitrans Midstream common shareholders | $ 26,990 | $ 74,521 | $ 96,722 | $ 130,820 | |
Earnings per share of common stock attributable to Equitrans Midstream - basic (in dollars per share) | [6] | $ 0.10 | $ 0.29 | $ 0.38 | $ 0.51 |
Earnings per share of common stock attributable to Equitrans Midstream - diluted (in dollars per share) | [6] | $ 0.10 | $ 0.29 | $ 0.38 | $ 0.51 |
Weighted average common stock outstanding - basic (in shares) | 260,883,000 | 254,917,000 | 254,254,000 | 254,845,000 | |
Weighted average common stock outstanding - diluted (in shares) | 260,883,000 | 254,967,000 | 254,254,000 | 254,895,000 | |
Statement of comprehensive income: | |||||
Net income | $ 143,458 | $ 130,480 | $ 333,018 | $ 330,046 | |
Other comprehensive income (loss), net of tax: | |||||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $10, $7, $20 and $15 | 30 | 22 | 60 | (273) | |
Other comprehensive income (loss) | 30 | 22 | 60 | (273) | |
Comprehensive income | 143,488 | 130,502 | 333,078 | 329,773 | |
Less: Comprehensive income attributable to noncontrolling interests | 86,964 | 55,959 | 206,792 | 199,226 | |
Less: Comprehensive income attributable to preferred dividends | [7] | 29,504 | 0 | 29,504 | 0 |
Comprehensive income attributable to Equitrans Midstream common shareholders | $ 27,020 | $ 74,543 | $ 96,782 | $ 130,547 | |
Dividends declared per common share (in dollars per share) | $ 0.15 | $ 0.45 | $ 0.30 | $ 0.90 | |
[1] | Includes related party activity with EQT. See Note 7. | ||||
[2] | See Note 4 for disclosure regarding impairments of long-lived assets. | ||||
[3] | Represents equity income from the MVP Joint Venture. See Note 8. | ||||
[4] | See Note 10 for disclosures regarding derivative instruments. | ||||
[5] | See Note 9 for disclosure regarding loss on early extinguishment of debt. | ||||
[6] | See Note 11 for disclosure regarding the Company's calculation of net income per share of common stock (basic and diluted). | ||||
[7] | See Notes 2 and 11 |
Statements of Consolidated Co_2
Statements of Consolidated Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Pension and other post-retirement benefits liability adjustments, tax expense | $ 10 | $ 10 | $ 7 | $ 8 | $ 20 | $ 15 | |
Operating and maintenance expense | [1] | 41,663 | 46,556 | 80,085 | 74,439 | ||
Selling, general and administrative expense | [1] | 32,821 | 27,224 | 62,560 | 59,402 | ||
EQT Corporation and Subsidiaries | |||||||
Revenue from related party | 214,700 | 284,000 | 518,500 | 568,500 | |||
EES | |||||||
Interest income | $ 1,600 | $ 1,600 | $ 3,100 | $ 3,200 | |||
[1] | Includes related party activity with EQT. See Note 7. |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | ||
Cash flows from operating activities: | |||
Net income | $ 333,018 | $ 330,046 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 124,499 | 107,270 | |
Amortization of intangible assets | 30,786 | 24,137 | |
Deferred income taxes | 51,735 | 43,920 | |
Impairments of long-lived assets (Note 4) | [1] | 55,581 | 80,135 |
Equity income (Note 8) | [2] | (110,316) | (67,845) |
Other income | (17,207) | (2,851) | |
Loss on early extinguishment of debt | [3] | 24,864 | 0 |
Share-based compensation plans | 6,340 | 2,618 | |
Changes in other assets and liabilities: | |||
Accounts receivable | 14,160 | (12,094) | |
Accounts payable | 8,139 | (48,907) | |
Accrued interest | 5,857 | (6,608) | |
Deferred revenue | 74,183 | 0 | |
Other assets and other liabilities | (8,639) | (27,278) | |
Net cash provided by operating activities | 593,000 | 422,543 | |
Cash flows from investing activities: | |||
Capital expenditures | (269,099) | (482,578) | |
Capital contributions to the MVP Joint Venture | (78,634) | (301,175) | |
Bolt-on Acquisition (as defined in Note 3), net of cash acquired | 0 | (848,625) | |
Principal payments received on the Preferred Interest | 2,467 | 2,298 | |
Net cash used in investing activities | (345,266) | (1,630,080) | |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility borrowings | 1,940,000 | 1,129,000 | |
Payments on revolving credit facility borrowings | (2,055,000) | (670,500) | |
Proceeds from the issuance of long-term debt | 1,600,000 | 0 | |
Payment for retirement of long-term debt | (594,000) | (31,325) | |
Debt issuance costs and credit facility origination fees | (26,622) | 0 | |
Redemption of EQM Series A Preferred Units (as defined in Note 1) | (617,338) | 0 | |
Distributions paid to noncontrolling interest unitholders | (128,770) | (189,308) | |
Distributions paid to holders of EQM Series A Preferred Units | (51,002) | 0 | |
Dividends paid to common shareholders | (148,653) | (218,859) | |
Cash Shares and Cash Amount (as defined in Note 6) | (52,323) | 0 | |
Purchase of EQGP common units | 0 | (238,455) | |
Proceeds from issuance of EQM Series A Preferred Units, net of offering costs | 0 | 1,158,313 | |
Net cash (used in) provided by financing activities | (133,708) | 938,866 | |
Net change in cash and cash equivalents | 114,026 | (268,671) | |
Cash and cash equivalents at beginning of period | 88,322 | 294,172 | |
Cash, restricted cash and cash equivalents at end of period | 202,348 | 25,501 | |
Cash paid during the period for: | |||
Interest, net of amount capitalized | 125,948 | 127,542 | |
Non-cash activity during the period for: | |||
Contract liability | 121,483 | 0 | |
Partial period distributions on EQM Series A Preferred Units converted in the EQM Merger | 10,929 | 0 | |
Convertible Preferred Stock [Member] | |||
Non-cash activity during the period for: | |||
Issuance of Equitrans Midstream shares | 667,214 | 0 | |
Common Stock | |||
Non-cash activity during the period for: | |||
Issuance of Equitrans Midstream shares | $ 2,736,229 | $ 0 | |
[1] | See Note 4 for disclosure regarding impairments of long-lived assets. | ||
[2] | Represents equity income from the MVP Joint Venture. See Note 8. | ||
[3] | See Note 9 for disclosure regarding loss on early extinguishment of debt. |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 202,348 | $ 88,322 | |
Accounts receivable (net of allowance for credit losses of $X,XXX and allowance for doubtful accounts of $285 as of June 30, 2020 and December 31, 2019, respectively) | [1],[2] | 238,476 | 255,344 |
Other current assets (a) | [2] | 62,350 | 31,546 |
Total current assets | 503,174 | 375,212 | |
Property, plant and equipment | 8,690,186 | 8,583,124 | |
Less: accumulated depreciation | (883,251) | (859,157) | |
Net property, plant and equipment | 7,806,935 | 7,723,967 | |
Investment in unconsolidated entity | 2,592,432 | 2,324,108 | |
Goodwill | 486,698 | 486,698 | |
Net intangible assets | 749,000 | 797,439 | |
Deferred income tax asset | 0 | 90,597 | |
Other assets (a) | [2] | 307,012 | 243,688 |
Total assets | 12,445,251 | 12,041,709 | |
Current liabilities: | |||
Current portion of long-term debt | 0 | 6,000 | |
Accounts payable | 111,710 | 128,114 | |
Capital contributions payable to the MVP Joint Venture | 124,523 | 45,150 | |
Accrued interest | 79,312 | 73,455 | |
Accrued liabilities | 87,023 | 83,238 | |
Total current liabilities | 402,568 | 335,957 | |
Long-term liabilities: | |||
Revolving credit facility borrowings | [3] | 787,500 | 902,500 |
Long-term debt | 6,438,041 | 5,421,983 | |
Contract liability | [4] | 247,188 | 0 |
Deferred income tax liability | 255,338 | 0 | |
Regulatory and other long-term liabilities | 97,484 | 99,189 | |
Total liabilities | 8,228,119 | 6,759,629 | |
Mezzanine equity: | |||
Equitrans Midstream Preferred Shares, 30,018 and 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively (e) | [5] | 669,465 | 0 |
Shareholders' equity: | |||
Common stock, no par value, 432,469 and 254,745 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 3,952,672 | 1,292,804 | |
Retained deficit | (866,084) | (618,062) | |
Accumulated other comprehensive loss | (1,966) | (2,026) | |
Total common shareholders' equity | 3,084,622 | 672,716 | |
Noncontrolling interests | 463,045 | 4,609,364 | |
Total shareholders' equity | 3,547,667 | 5,282,080 | |
Total liabilities, mezzanine equity and shareholders' equity | $ 12,445,251 | $ 12,041,709 | |
[1] | See Note 1 for a discussion of the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. | ||
[2] | Includes related party activity with EQT. See Note 7. | ||
[3] | As of June 30, 2020, the Company had aggregate borrowings outstanding of approximately $485 million and $303 million on the Amended EQM Credit Facility and the Eureka Credit Facility, respectively (as each is defined in Note 9). As of December 31, 2019, the Company had aggregate borrowings outstanding of approximately $610 million and $293 million on the Amended EQM Credit Facility and the Eureka Credit Facility, respectively. The Company had no borrowings outstanding under the Equitrans Midstream Credit Facility as of December 31, 2019. See Note 9 for further detail. | ||
[4] | See Note 6 for disclosure regarding the Company's contract liabilities. | ||
[5] | See Note 2 for disclosures regarding the Equitrans Midstream Preferred Shares. |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts receivable, for doubtful accounts | $ 2,850,000 | $ 285,000 |
Mezzanine equity, preferred shares outstanding (in shares) | 30,018 | 0 |
Mezzanine equity, preferred shares issued (in shares) | 30,018 | 0 |
Common stock, shares issued (in shares) | 432,469 | 254,745 |
Common stock, shares outstanding (in shares) | 432,469 | 254,745 |
EQM Midstream Partners, LP | Revolving Credit Facility | EQM Credit Facility | ||
Borrowings outstanding | $ 485,000,000 | $ 610,000,000 |
Eureka Midstream, LLC | ||
Borrowings outstanding | 293,000,000 | |
Line of credit | Equitrans Midstream Credit Facility | ||
Long term line of credit | 0 | |
Line of credit | Eureka Midstream, LLC | Eureka Credit Facility | ||
Borrowings outstanding | $ 303,000,000 | $ 303,000,000 |
Statements of Consolidated Shar
Statements of Consolidated Shareholders' Equity and Mezzanine Equity (Unaudited) - USD ($) $ in Thousands | Total | EQM Merger | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common StockEQM Merger | Retained Earnings (Deficit) | Retained Earnings (Deficit)Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Noncontrolling InterestsEQM Merger | |
Beginning balance (in shares) at Dec. 31, 2018 | 254,271,000 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 5,259,633 | $ 425,370 | $ 33,932 | $ (1,509) | $ 4,801,840 | ||||||
Increase (Decrease) in Partners' Capital | |||||||||||
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) | 413,000 | ||||||||||
Share-based compensation plans | 1,108 | $ 853 | 255 | ||||||||
Distributions paid to noncontrolling interest unitholders | (94,030) | (94,030) | |||||||||
Share Purchase Agreements (as defined in Note 6) | (238,455) | (38,648) | (199,807) | ||||||||
Net changes in ownership of consolidated entities (See Note 2) | (346,543) | 991,098 | (1,337,641) | ||||||||
Ending balance at Mar. 31, 2019 | 4,677,049 | $ 1,378,673 | (13,704) | (1,804) | 3,313,884 | ||||||
Ending balance (in shares) at Mar. 31, 2019 | 254,684,000 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 254,271,000 | ||||||||||
Beginning balance at Dec. 31, 2018 | 5,259,633 | $ 425,370 | 33,932 | (1,509) | 4,801,840 | ||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Net income | 330,046 | ||||||||||
Ending balance at Jun. 30, 2019 | 6,245,177 | $ 1,381,810 | (53,791) | (1,782) | 4,918,940 | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 254,691,000 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2019 | 254,684,000 | ||||||||||
Beginning balance at Mar. 31, 2019 | 4,677,049 | $ 1,378,673 | (13,704) | (1,804) | 3,313,884 | ||||||
Increase (Decrease) in Partners' Capital | |||||||||||
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) | 7,000 | ||||||||||
Share-based compensation plans | 1,510 | $ 1,510 | |||||||||
Distributions paid to noncontrolling interest unitholders | (95,278) | (95,278) | |||||||||
Issuance of EQM Series A Preferred Units, net of offering costs | 1,158,313 | 1,158,313 | |||||||||
Bolt-on Acquisition | 486,062 | 486,062 | |||||||||
Net changes in ownership of consolidated entities (See Note 2) | 1,627 | 1,627 | |||||||||
Ending balance at Jun. 30, 2019 | $ 6,245,177 | $ 1,381,810 | (53,791) | (1,782) | 4,918,940 | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 254,691,000 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 254,745 | 254,745,000 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 5,282,080 | $ (3,718) | $ 1,292,804 | (618,062) | $ (3,718) | (2,026) | 4,609,364 | ||||
Increase (Decrease) in Partners' Capital | |||||||||||
Net income | 189,560 | 69,732 | 119,828 | ||||||||
Pension and other post-retirement benefits liability adjustment, net of tax expense | 30 | 30 | |||||||||
Dividends (shares) | (178,000) | ||||||||||
Dividends | (115,400) | (115,400) | |||||||||
Share-based compensation plans, net (in shares) | 85,000 | ||||||||||
Share-based compensation plans | 4,785 | $ 4,500 | 285 | ||||||||
Distributions paid to noncontrolling interest unitholders | (96,526) | (96,526) | |||||||||
Distributions paid to holders of EQM Series A Preferred Units ($1.0364 per EQM Series A Preferred Unit (as defined in Note 1)) | (25,501) | (25,501) | |||||||||
Share Purchase Agreements (as defined in Note 6) (in shares) | (25,300,000) | ||||||||||
Share Purchase Agreements (as defined in Note 6) | (190,992) | (190,992) | |||||||||
Ending balance at Mar. 31, 2020 | 5,044,318 | $ 1,297,304 | (858,440) | (1,996) | 4,607,450 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 229,352,000 | ||||||||||
Mezzanine Equity, beginning balance at Dec. 31, 2019 | [1] | 0 | |||||||||
Mezzanine Equity, ending balance at Mar. 31, 2020 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 254,745 | 254,745,000 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 5,282,080 | $ (3,718) | $ 1,292,804 | (618,062) | $ (3,718) | (2,026) | 4,609,364 | ||||
Increase (Decrease) in Partners' Capital | |||||||||||
Net income | 333,018 | ||||||||||
Ending balance at Jun. 30, 2020 | $ 3,547,667 | $ 3,952,672 | (866,084) | (1,966) | 463,045 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 432,469 | 432,469,000 | |||||||||
Mezzanine Equity, beginning balance at Dec. 31, 2019 | [1] | $ 0 | |||||||||
Mezzanine Equity, ending balance at Jun. 30, 2020 | [1] | 669,465 | |||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 229,352,000 | ||||||||||
Beginning balance at Mar. 31, 2020 | 5,044,318 | $ 1,297,304 | (858,440) | (1,996) | 4,607,450 | ||||||
Increase (Decrease) in Partners' Capital | |||||||||||
Net income | 143,458 | ||||||||||
Net income, excluding amount attributable mezzanine equity | 141,207 | 54,243 | 86,964 | ||||||||
Pension and other post-retirement benefits liability adjustment, net of tax expense | 30 | 30 | |||||||||
Dividends (shares) | 0 | ||||||||||
Dividends | (34,634) | (34,634) | |||||||||
Share-based compensation plans, net (in shares) | (20,000) | ||||||||||
Share-based compensation plans | 1,856 | $ 1,856 | 0 | ||||||||
Distributions paid to noncontrolling interest unitholders | (32,244) | (32,244) | |||||||||
Distributions paid to holders of EQM Series A Preferred Units ($1.0364 per EQM Series A Preferred Unit (as defined in Note 1)) | (25,501) | $ (10,929) | (25,501) | $ (10,929) | |||||||
Net changes in ownership of consolidated entities (See Note 2) | 82,700 | $ 2,700,000 | 579,200 | $ 3,000,000 | |||||||
Redemption of EQM Series A Preferred Units | (617,338) | (27,253) | (590,085) | ||||||||
Restructuring Agreement (as defined in Note 1) | (661,874) | $ (82,717) | (579,157) | ||||||||
EQM Merger (Note 3) (in shares) | 203,137,000 | ||||||||||
EQM Merger (as defined in Note 1) | (257,224) | $ 2,736,229 | (2,993,453) | ||||||||
Ending balance at Jun. 30, 2020 | $ 3,547,667 | $ 3,952,672 | $ (866,084) | $ (1,966) | $ 463,045 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 432,469 | 432,469,000 | |||||||||
Mezzanine Equity, beginning balance at Mar. 31, 2020 | $ 0 | ||||||||||
Increase (Decrease) in Mezzanine Equity | |||||||||||
Mezzanine Equity, Net income | 2,251 | ||||||||||
Mezzanine Equity, Restructuring Agreement (as defined in Note 1) | 667,214 | ||||||||||
Mezzanine Equity, ending balance at Jun. 30, 2020 | [1] | $ 669,465 | |||||||||
[1] | See Note 2 for disclosures regarding the Equitrans Midstream Preferred Shares. |
Statements of Consolidated Sh_2
Statements of Consolidated Shareholders' Equity and Mezzanine Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Pension and other post-retirement benefits liability adjustments, tax expense | $ 10 | $ 10 | $ 7 | $ 8 |
Dividends (in dollars per share) | $ 0.15 | $ 0.45 | $ 0.45 | $ 0.41 |
EQM Midstream Partners, LP | ||||
Cash distributions declared (in dollars per unit) | 0.3875 | 1.16 | $ 1.145 | $ 1.13 |
Series A Preferred Units | EQM Midstream Partners, LP | ||||
Cash distributions declared (in dollars per unit) | $ 1.0364 | $ 1.0364 |
Financial Statements
Financial Statements | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statements | Financial Statements Organization. On November 12, 2018, Equitrans Midstream Corporation (together with its consolidated subsidiaries as applicable, the Company or 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 the Separation Date. As part of the Separation, EQT retained the remaining 19.9% of the outstanding shares in Equitrans Midstream. EQM Merger. On June 17, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of February 26, 2020 (the EQM Merger Agreement), by and among the Company, EQM LP Corporation, a wholly owned subsidiary of the Company (EQM LP), LS Merger Sub, LLC, a wholly owned subsidiary of EQM LP (Merger Sub), EQM and EQGP Services, LLC, the general partner of EQM (the EQM General Partner), Merger Sub merged with and into EQM (the EQM Merger), with EQM continuing and surviving as an indirect, wholly owned subsidiary of the Company. Upon consummation of the EQM Merger, the Company acquired all of the outstanding common units representing limited partner interests in EQM (EQM Common Units) that the Company and its subsidiaries did not already own. Following the closing of the EQM Merger, EQM was no longer a publicly traded entity. See Note 2 for further information on the EQM Merger. Preferred Restructuring Agreement. On February 26, 2020, Equitrans Midstream and EQM entered into a Preferred Restructuring Agreement (the Restructuring Agreement) with all of the holders of the Series A Perpetual Convertible Preferred Units representing limited partner interests in EQM (such units, EQM Series A Preferred Units and, such investors, collectively, the Investors), pursuant to which, at the effective time of the EQM Merger (the Effective Time): (i) EQM redeemed $600 million aggregate principal amount of the Investors' EQM Series A Preferred Units issued and outstanding immediately prior to the Restructuring Closing (defined below), which occurred substantially concurrent with the closing of the EQM Merger, for cash at 101% of the EQM Series A Preferred Unit purchase price of $48.77 per such unit (the EQM Series A Preferred Unit Purchase Price) plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (ii) immediately following such redemption, each remaining issued and outstanding EQM Series A Preferred Unit was exchanged for 2.44 shares of a newly authorized and created series of preferred stock, without par value, of Equitrans Midstream, convertible into Equitrans Midstream common stock (the Equitrans Midstream Preferred Shares) on a one for one basis (the Equitrans Midstream Private Placement), in each case, in connection with the occurrence of the “Series A Change of Control” (as defined in the Fourth Amended and Restated Agreement of Limited Partnership of EQM (as amended, the EQM Partnership Agreement)) that occurred upon the closing of the EQM Merger (collectively, the Restructuring and, the closing of the Restructuring, the Restructuring Closing). See Note 2 for further information on the Restructuring Agreement. Basis of Presentation. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and, as applicable, its consolidated subsidiaries for all periods presented, unless otherwise indicated or the context clearly otherwise requires. The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of June 30, 2020 and December 31, 2019, the results of its operations and equity for the three and six months ended June 30, 2020 and 2019 and its cash flows for the six months ended June 30, 2020 and 2019. The consolidated balance sheet at December 31, 2019 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. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019, which includes all disclosures required by GAAP. Due to, among other things, the seasonal nature of the Company's utility customer contracts and temporary volume curtailments by the Company's largest customer, the interim statements for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to the Company's annual consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein. Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard amended 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 eliminated the probable initial recognition threshold in then current GAAP, and, in its place, requires an entity to recognize its current estimate of all expected credit losses. The amendments affected loans, debt securities, trade receivables, contract assets, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of the standard that have the contractual right to receive cash. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326). The update provides entities with targeted transition relief that is intended to increase comparability of financial statement information for some entities that otherwise would have measured similar financial instruments using different measurement methodologies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The update clarifies and addresses stakeholders' specific issues in ASU 2016-13. The Company adopted the standard on January 1, 2020, using the modified retrospective method for all financial assets recorded at amortized cost. Results for reporting periods beginning after January 1, 2020 are presented under Topic 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company's current expected credit loss (CECL) methodology considers risks of collection based on a customer’s current credit status. The standard requires an entity to assess whether financial assets share similar risk characteristics and, if so, group such assets in a pool. Customer balances are aggregated for evaluation based on their credit risk rating, which takes into account changes in economic factors that impact a customer’s ability to meet its financial obligations. The Company's CECL methodology assigns a reserve, even if remote, to each customer based on credit risk. The table below summarizes the changes in the allowance for credit losses by outstanding receivable for the six months ended June 30, 2020: Accounts Receivable Contract Asset (a) Preferred Interest in EES (b) Total Balance at December 31, 2019 $ (285) $ — $ — $ (285) Adoption of Topic 326 (2,708) — (1,010) (3,718) Provision for expected credit losses 143 (183) 31 (9) Balance at June 30, 2020 $ (2,850) $ (183) $ (979) $ (4,012) (a) Included in other current assets in the consolidated balance sheets. (b) Included in other assets in the consolidated balance sheets. 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. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have an impact on the Company's financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company early-adopted the standard in the first quarter of 2020 with no significant effect on its financial statements or related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for the Amended EQM Credit Facility, the Amended 2019 EQM Term Loan Agreement and the Eureka Credit Facility, as well as for each dividend following March 31, 2024 for the Equitrans Midstream Preferred Shares, which each use the London Inter-Bank Offered Rate (LIBOR) as a reference rate. The ASU is effective |
Investments in Consolidated, No
Investments in Consolidated, Non-Wholly-Owed Entities | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Investments in Consolidated, Non-Wholly-Owed Entities | Investments in Consolidated, Non-Wholly Owned Entities Investment in EQM EQM IDR Transaction . On February 22, 2019, the Company completed a simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019, by and among the Company and certain related parties, pursuant to which, among other things, (i) Equitrans Merger Sub, LP merged with and into EQGP (the IDR Merger) with EQGP continuing as the surviving limited partnership and a wholly owned subsidiary of EQM, and (ii) each of (a) the IDRs in EQM, (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 representing limited partner interests in EQM (Class B units), and the EQM General Partner retained the non-economic general partner interest in EQM (such transactions, collectively, the EQM IDR Transaction). Additionally, as part of the EQM IDR Transaction, 21,811,643 EQM Common Units held by EQGP were canceled and 21,811,643 EQM Common Units were issued pro rata to certain subsidiaries of the Company. As a result of the EQM IDR Transaction, the EQM General Partner replaced EQM Midstream Services, LLC (EQM Services) as the general partner of EQM. After giving effect to the EQM IDR Transaction, including the issuance of Class B units, Equitrans Gathering Holdings, LLC (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH), each a wholly owned subsidiary of Equitrans Midstream, held 89,505,616, 89,536 and 27,650,303 EQM Common Units, respectively, for a total of 117,245,455 EQM Common Units. Additionally, Equitrans Gathering Holdings, EQM GP Corp and EMH held 6,153,907, 6,155 and 839,938 Class B units, respectively, for a total of 7,000,000 Class B units. 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 Merger. As discussed in Note 1, on June 17, 2020, the Company, EQM, EQM LP, Merger Sub and the EQM General Partner completed the EQM Merger, pursuant to which Merger Sub merged with and into EQM, with EQM continuing and surviving as an indirect, wholly owned subsidiary of the Company. As a result of the EQM Merger, EQM is no longer a publicly traded entity. At the Effective Time, subject to applicable tax withholding, (i) each outstanding EQM Common Unit, other than EQM Common Units owned by the Company and its subsidiaries, was converted into the right to receive 2.44 shares of Equitrans Midstream common stock (the Merger Consideration); (ii) (x) $600.0 million aggregate principal amount of the EQM Series A Preferred Units issued and outstanding immediately prior to the Effective Time were redeemed by EQM for cash at 101% of the EQM Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (y) immediately following such redemption, each remaining issued and outstanding EQM Series A Preferred Unit was exchanged for 2.44 Equitrans Midstream Preferred Shares; and (iii) each outstanding phantom unit relating to an EQM Common Unit issued pursuant to the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019 (the EQM LTIP), and any other award issued pursuant to the EQM LTIP, whether vested or unvested, was converted into the right to receive, with respect to each EQM common unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). The limited partner interests in EQM owned by the Company and its subsidiaries (including the Class B units) remained outstanding as limited partner interests in the surviving entity. The EQM General Partner continued to own the non-economic general partner interest in the surviving entity. As a result of the EQM Merger, the Company acquired the 83,251,212 EQM Common Units that the Company and its subsidiaries did not already own and exchanged each unit for the Merger Consideration. No fractional shares of Equitrans Midstream common stock were issued in the EQM Merger; instead, all fractions of Equitrans Midstream common stock to which an EQM common unitholder otherwise would have been entitled were aggregated and the resulting fraction was rounded up to the nearest whole share of Equitrans Midstream common stock. In connection with the EQM Merger at the Effective Time, the Company's omnibus and secondment agreements with EQM and certain other subsidiaries of the Company terminated, subject to the survival of certain license rights and indemnification obligations. Because the Company controlled EQM both before and after the EQM Merger, the increase in the Company’s ownership interest in EQM resulting from the EQM Merger was accounted for as an equity transaction and reflected as a reduction of the noncontrolling interest associated with public ownership of EQM Common Units, offset by an increase in common stock, no par value. No gain or loss was recognized in the Company’s statement of consolidated comprehensive income as a result of the EQM Merger. In addition, the tax effects of the EQM Merger are reported as adjustments to deferred income taxes and common stock, consistent with ASC 740, Income Taxes . Immediately prior to the completion of the EQM Merger, the public limited partners collectively owned a 40.1% interest in EQM, excluding the impact of the EQM Series A Preferred Units. The publicly-owned EQM Common Units, prior to completion of the EQM Merger, were reflected within noncontrolling interest in the Company's consolidated balance sheets as of March 31, 2020. The portion of EQM earnings attributable to publicly held EQM Common Units prior to completion of the EQM Merger was reflected in net income attributable to noncontrolling interests in the Company's statements of consolidated comprehensive income. During the second quarter of 2020, as a result of the EQM Merger, the Company recorded, in the aggregate, a $2.7 billion increase of common stock, no par value, a decrease in noncontrolling interest of $3.0 billion and an increase in deferred tax liability of $257.2 million. Additionally, for the period from January 1, 2020 to June 17, 2020, the Company determined that EQM was a variable interest entity. Through the Company's ownership and control of the general partner of EQM during the applicable periods, the Company had the power to direct the activities that most significantly affected EQM's economic performance. As a result of the EQM Merger, EQM is no longer considered a variable interest entity. The Company recorded $11.4 million and $22.8 million in expenses related to the EQM Merger and the EQT Global GGA (defined in Note 4) during the three and six months ended June 30, 2020, respectively. The expenses for both the three and six months ended June 30, 2020 primarily include advisor, legal and accounting fees related to the transactions and are included in separation and other transaction costs in the statements of consolidated comprehensive income. Preferred Restructuring Agreement. As discussed in Note 1, on June 17, 2020, concurrently with the closing of the EQM Merger: (i) EQM redeemed $600 million aggregate principal amount of the EQM Series A Preferred Units issued and outstanding immediately prior to the Effective Time for cash at 101% of the EQM Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (ii) immediately following such redemption, each remaining issued and outstanding EQM Series A Preferred Unit was exchanged for 2.44 Equitrans Midstream Preferred Shares, in each case, in connection with the occurrence of the “Series A Change of Control” (as defined in the EQM Partnership Agreement) that occurred upon the closing of the EQM Merger. The Equitrans Midstream Preferred Shares issued were not registered under the Securities Act of 1933, as amended (the Securities Act), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. On June 17, 2020, the Company paid cash of $617.3 million to redeem $600 million aggregate principal amount of the Investors’ EQM Series A Preferred Units and pay partial period distributions on such EQM Series A Preferred Units. At the time of the redemption, the carrying value of the EQM Series A Preferred Units was $590.1 million, resulting in a premium over the carrying value of $27.3 million. The premium represents a return similar to distributions to the holders of the EQM Series A Preferred Units and, as such, reduces net income attributable to Equitrans Midstream common shareholders, and was recorded in retained earnings (deficit) in the statements of consolidated shareholders' equity and mezzanine equity. On August 13, 2020, pursuant to the terms of the Certificate of Designations (defined below), the Company also expects to pay $10.9 million in the aggregate to holders of Equitrans Midstream Preferred Shares related to forgone partial period distributions on the EQM Series A Preferred Units that were converted into Equitrans Midstream Preferred Shares in connection with the EQM Merger. Pursuant to the Restructuring Agreement, in connection with the Restructuring Closing, the Company filed a statement with respect to shares, attaching a Certificate of Designations (the Certificate of Designations), with the Pennsylvania Department of State to, among other things, authorize and establish the designations, rights and preferences of the Equitrans Midstream Preferred Shares. The Equitrans Midstream Preferred Shares are a new class of security that ranks pari passu with any other outstanding class or series of preferred stock of the Company and senior to Equitrans Midstream common stock with respect to dividend rights and rights upon liquidation. The Equitrans Midstream Preferred Shares vote on an as-converted basis with Equitrans Midstream common stock and have certain other class voting rights with respect to any amendment to the Certificate of Designations or the Company’s Amended and Restated Articles of Incorporation that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Equitrans Midstream Preferred Shares. The holders of the Equitrans Midstream Preferred Shares will receive cumulative quarterly dividends at a rate per annum of 9.75% for each quarter ending on or before March 31, 2024, and thereafter quarterly dividends at a rate per annum equal to the sum of (i) three-month LIBOR as of the LIBOR Determination Date (as defined in the Certificate of Designations) in respect of the applicable quarter and (ii) 8.15%; provided that such rate per annum in respect of periods after March 31, 2024 will not be less than 10.50%. The Company is not permitted to pay any dividends on any junior securities, including on Equitrans Midstream common stock, prior to paying the quarterly dividends payable to the Equitrans Midstream Preferred Shares, including any previously accrued and unpaid dividends. Each holder of the Equitrans Midstream Preferred Shares may elect to convert all or any portion of the Equitrans Midstream Preferred Shares owned by it into Equitrans Midstream common stock initially on a one-for-one basis, subject to certain anti-dilution adjustments and an adjustment for any dividends that have accrued but not been paid when due and partial period dividends (referred to as the “conversion rate”), at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or immediately prior to a liquidation, dissolution or winding up of the Company), provided that any conversion involves an aggregate number of Equitrans Midstream Preferred Shares of at least $20.0 million (calculated based on the closing price of Equitrans Midstream common stock on the trading day preceding notice of the conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Equitrans Midstream Preferred Shares or if such conversion is approved by the Company's Board of Directors. So long as the holders of the Equitrans Midstream Preferred Shares have not elected to convert all of their Equitrans Midstream Preferred Shares into Equitrans Midstream common stock, the Company may elect to convert all of the Equitrans Midstream Preferred Shares into Equitrans Midstream common stock, at the then-applicable conversion rate, at any time after April 10, 2021 if (i) the shares of Equitrans Midstream common stock are listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per share of Equitrans Midstream common stock on the national securities exchange on which the shares of Equitrans Midstream common stock are listed for, or admitted to, trading exceeds $27.99 for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the Equitrans Midstream common stock on the national securities exchange on which the shares of Equitrans Midstream common stock are listed for, or admitted to, trading exceeds 1,000,000 shares (subject to certain adjustments) of Equitrans Midstream common stock for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) the Company has an effective registration statement on file with the SEC covering resales of the shares of Equitrans Midstream common stock to be received by such holders upon any such conversion and (v) the Company has paid all prior accumulated and unpaid dividends in cash in full to the holders. Upon certain events involving a Change of Control (as defined in the Certificate of Designations) in which more than 90% of the consideration payable to the Company, or to the holders of Equitrans Midstream common stock, is payable in cash, the Equitrans Midstream Preferred Shares will automatically convert into Equitrans Midstream common stock at a conversion ratio equal to the greater of (i) the quotient of (a) the sum of (x) $19.99 (such price, the Equitrans Midstream Preferred Share Issue Price) plus (y) any accrued and unpaid dividends as of such date, including any partial period dividends, with respect to the Equitrans Midstream Preferred Shares, divided by (b) the Equitrans Midstream Preferred Share Issue Price and (ii) the quotient of (a) the sum of (x)(1) the Equitrans Midstream Preferred Share Issue Price multiplied by (2) 110% plus (y) any accrued and unpaid dividends on such date, including any partial period dividends with respect to the Equitrans Midstream Preferred Shares, divided by (b) the volume weighted average price of the shares of Equitrans Midstream common stock for the 30-day period ending immediately prior to the execution of definitive documentation relating to the Change of Control. In connection with other Change of Control events that do not satisfy the 90% cash consideration threshold described above, in addition to certain other conditions, each holder of Equitrans Midstream Preferred Shares may elect to (i) convert all, but not less than all, of its Equitrans Midstream Preferred Shares into Equitrans Midstream common stock at the then-applicable conversion rate, (ii) if the Company is not the surviving entity (or if the Company is the surviving entity, but Equitrans Midstream common stock will cease to be listed), require the Company to use commercially reasonable efforts to cause the surviving entity in any such transaction to deliver, in exchange for such holder's Equitrans Midstream Preferred Shares, a substantially equivalent security that has rights, preferences and privileges substantially equivalent to the Equitrans Midstream Preferred Shares (or if the Company is unable to cause such substantially equivalent securities to be issued, to exercise the option described in clause (i) or (iv) hereof or elect to convert such Equitrans Midstream Preferred Shares at a conversion ratio reflecting a multiple of invested capital), (iii) if the Company is the surviving entity, continue to hold the Equitrans Midstream Preferred Shares or (iv) require the Company to redeem the Equitrans Midstream Preferred Shares at a price per share equal to 101% of the Equitrans Midstream Preferred Share Issue Price, plus accrued and unpaid dividends, including any partial period dividends, on the applicable Equitrans Midstream Preferred Shares as of such date, which redemption price may be payable in cash, Equitrans Midstream common stock or a combination thereof at the election of the Company's Board of Directors (and, if payable in Equitrans Midstream common stock, such Equitrans Midstream common stock will be issued at 95% of the volume-weighted average price of Equitrans Midstream common stock for the 20-day period ending on the fifth trading day immediately preceding the consummation of the Change of Control). Any holder of Equitrans Midstream Preferred Shares that requires the Company to redeem its Equitrans Midstream Preferred Shares pursuant to clause (iv) above will have the right to withdraw such election with respect to all, but not less than all, of its Equitrans Midstream Preferred Shares at any time prior to the fifth trading day immediately preceding the consummation of the Change of Control and instead elect to be treated in accordance with any of clauses (i), (ii) or (iii) above. At any time on or after January 1, 2024, the Company will have the right, subject to applicable law, to redeem the Equitrans Midstream Preferred Shares, in whole or in part, by paying cash for each Equitrans Midstream Preferred Share to be redeemed in an amount equal to the greater of (a) the sum of (i)(1) the Equitrans Midstream Preferred Share Issue Price multiplied by (2) 110%, plus (ii) any accrued and unpaid dividends, including partial period dividends, with respect to the Equitrans Midstream Preferred Shares as of such date and (b) the amount the holder of such Equitrans Midstream Preferred Share would receive if such holder had converted such Equitrans Midstream Preferred Share into shares of Equitrans Midstream common stock at the then-applicable conversion ratio and the Company liquidated immediately thereafter. Pursuant to the terms of the Restructuring Agreement, in connection with the Restructuring Closing, the Company entered into a registration rights agreement with the Investors (the Registration Rights Agreement) pursuant to which, among other things, the Company gave the Investors certain rights to require the Company to file and maintain one or more registration statements with respect to the resale of the Equitrans Midstream Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the Equitrans Midstream Preferred Shares, and certain Investors have the right to require the Company to initiate underwritten offerings for the Equitrans Midstream Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the Equitrans Midstream Preferred Shares. On July 13, 2020, the Company filed with the SEC a registration statement on Form S-3 in respect of such resales. During the second quarter of 2020, as a result of the Restructuring Closing, the Company recorded an increase in mezzanine equity of $667.2 million, a decrease in noncontrolling interest of $579.2 million and a decrease in common stock, no par value, of $82.7 million, net of deferred taxes of $5.3 million. The Equitrans Midstream Preferred Shares are considered redeemable securities under GAAP due to the possibility of redemption outside the Company’s control. They are therefore presented as temporary equity in the mezzanine equity section of the Company’s consolidated balance sheets and are not considered to be a component of shareholders’ equity on the consolidated balance sheets. The Equitrans Midstream Preferred Shares have been recorded at fair value as of the date of issuance, and income allocations increase the carrying value and declared dividends decrease the carrying value of the Equitrans Midstream Preferred Shares. As the Equitrans Midstream Preferred Shares are not currently redeemable and not probable of becoming redeemable, adjustment to the initial carrying amount is not necessary and would only be required if it becomes probable that the Equitrans Midstream Preferred Shares would become redeemable. |
Mergers, Acquisitions and Dives
Mergers, Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Divestitures | Mergers, Acquisitions and Divestitures EQM Merger. See Note 2. Bolt-on Acquisition. On March 13, 2019, EQM entered into a 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 Holdings, LLC (Eureka Midstream) and a 100% interest in Hornet Midstream Holdings, LLC (Hornet Midstream) (collectively, the Bolt-on Acquisition) for total consideration of approximately $1.04 billion, composed of approximately $852 million in cash, net of purchase price adjustments, and approximately $192 million in assumed pro-rata debt. At the time of the acquisition, Eureka Midstream owned a 190-mile gathering header pipeline system in Ohio and West Virginia that services both dry Utica and wet Marcellus Shale production and Hornet Midstream owned a 15-mile, high-pressure gathering system in West Virginia that connects to the Eureka Midstream system. The Bolt-on Acquisition closed on April 10, 2019 and was funded through proceeds from the March 2019 private placement by EQM of an aggregate of 24,605,291 EQM Series A Preferred Units that closed concurrently with the Bolt-on Acquisition. At the closing of the Bolt-on Acquisition, a subsidiary of Hornet Midstream terminated all of its obligations under its term loan credit agreement and repaid the $28.2 million outstanding principal balance and $0.1 million in related interest and fees. The Company recorded $15.2 million and $16.7 million in acquisition-related expenses related to the Bolt-on Acquisition during the three and six months ended June 30, 2019. The Bolt-on Acquisition acquisition-related expenses included $13.5 million for professional fees and $1.7 million for compensation arrangements for the three months ended June 30, 2019 and $15.0 million and $1.7 million for compensation arrangements for the six months ended June 30, 2019, and are included in separation and other transaction costs in the statements of consolidated comprehensive income. The Bolt-on Acquisition was accounted for as a business combination using the acquisition method. As a result of the acquisition, the Company recognized $99.2 million of goodwill, which was allocated to the Gathering segment. Such goodwill primarily related to additional commercial opportunities, a diversified producer customer mix, increased exposure to dry Utica and wet Marcellus acreage and operating leverage within the Gathering segment. The purchase price allocation and related adjustments were finalized during the fourth quarter of 2019. The following table summarizes the final purchase price and allocation of the fair value of the assets acquired and liabilities assumed in the Bolt-on Acquisition as of April 10, 2019 by 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) Purchase Price Allocation (As adjusted) Consideration given: Cash consideration (b) $ 861,250 $ (11,404) $ 849,846 Buyout of portion of Eureka Midstream Class B Units and incentive compensation 2,530 — 2,530 Total consideration 863,780 (11,404) 852,376 Fair value of liabilities assumed: Current liabilities 52,458 (9,857) 42,601 Long-term debt 300,825 — 300,825 Other long-term liabilities 10,203 — 10,203 Amount attributable to liabilities assumed 363,486 (9,857) 353,629 Fair value of assets acquired: Cash 15,145 — 15,145 Accounts receivable 16,817 — 16,817 Inventory 12,991 (26) 12,965 Other current assets 882 — 882 Net property, plant and equipment 1,222,284 (8,906) 1,213,378 Intangible assets (c) 317,000 (6,000) 311,000 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 June 30, 2020 $ — (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 EQM. (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. The estimated fair value of midstream facilities and equipment, generally consisting of pipeline systems and compression stations, was estimated using the cost approach. Significant unobservable inputs in the estimate of fair value under this approach included management's assumptions about the replacement costs for similar assets, the relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets. As a result, the estimated fair value of the midstream facilities and equipment represented a Level 3 fair value measurement. As a result of the acquisition, the noncontrolling interest in Eureka Midstream was estimated to be $478.5 million. The fair value of the noncontrolling interest was calculated based on the enterprise value of Eureka Midstream and the percentage ownership not acquired by EQM. Significant unobservable inputs in the enterprise value of Eureka Midstream include future revenue estimates and future cost assumptions. As a result, the fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement. As part of the preliminary purchase price allocation, 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. The Company has been utilizing a useful life of 20 years for the Eureka Midstream-related intangible assets and 7.25 years for the Hornet Midstream-related intangible assets. As a result of the expected changes in cash flows due to decreases in producer activity driven by lower natural gas prices, as of April 1, 2020, the Company prospectively changed the remaining useful life of the Eureka Midstream-related intangible assets to 10.75 years, increasing the expected annual amortization expense by $9.1 million. As a result, the estimated annual amortization expense for the remaining six months of 2020 and over the successive five years is as follows: 2020 $11.6 million, 2021 $23.3 million, 2022 $23.3 million, 2023 $23.3 million, 2024 $23.3 million and 2025 $23.3 million. In conjunction with the Bolt-on Acquisition, the Company recorded 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. Divestitures On August 14, 2019, Equitrans, L.P., a subsidiary of the Company, entered into a Purchase and Sale Agreement with Diversified Gas & Oil Corporation for the sale of its Copley gathering system (including approximately 530 miles of FERC-regulated low-pressure gathering pipelines, four compressor stations and related assets) for a purchase price of $1,000. The initial transaction closed on September 26, 2019 in respect of non-certificated gathering assets comprising a portion of the Copley gathering system. During the fourth quarter of 2019, the second transaction closed following FERC approval of the abandonment of the certificated assets. |
Impairments of Long-Lived Asset
Impairments of Long-Lived Assets and Other-Than-Temporary Decline in Value | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Impairments of Long-Lived Assets and Other-Than-Temporary Decline in Value | Impairments of Long-Lived Assets and Other-Than-Temporary Decline in Value Goodwill. On February 26, 2020 (the EQT Global GGA Effective Date), the Company (through EQM) entered into a Gas Gathering and Compression Agreement (the EQT Global GGA) with EQT for the provision of certain gas gathering services to EQT in the Marcellus and Utica Shales of Pennsylvania and West Virginia (as further discussed in Note 6). Prior to the EQT Global GGA Effective Date, the Company operated three reportable operating segments and seven reporting units, which are one level below the operating segment level and are generally based on how segment management reviews the Company's operating results. Commencing with the EQT Global GGA Effective Date, the Company reduced its reporting units from seven to six and maintained its three reportable operating segments. As of the EQT Global GGA Effective Date, the only reporting unit to which the Company had goodwill recorded related to the Pennsylvania gathering assets acquired in connection with EQM's merger with Rice Midstream Partners LP in July 2018 (RMP PA Gas Gathering reporting unit). As a result of the EQT Global GGA, the assets under, and operations associated with, the RMP PA Gas Gathering reporting unit and the reporting unit associated with the gas gathering and compression activities of EQM Gathering Opco, LLC, an indirect wholly owned subsidiary of EQM (EQM Opco reporting unit), were combined to service a collective MVC under the agreement. Therefore, effective on the EQT Global GGA Effective Date, the RMP PA Gas Gathering reporting unit was merged with and into the EQM Opco reporting unit, with the EQM Opco reporting unit surviving. During the first quarter of 2020, the Company identified impairment indicators in the form of significant declines in the unit price of EQM Common Units and corresponding market capitalization. Management considered these declines as indicators that the fair value of the RMP PA Gas Gathering reporting unit was more likely than not below its carrying amount, and the performance of an interim quantitative goodwill impairment assessment was required. Additionally, as a result of the combination of the RMP PA Gas Gathering reporting unit and the EQM Opco reporting unit, the Company tested both the RMP PA Gas Gathering and the merged EQM Opco reporting units for goodwill impairment. In estimating the fair value of the RMP PA Gas Gathering and the merged EQM Opco 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 and reference transaction methods. 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. As a result of the interim assessment, the Company determined that the fair values of the RMP PA Gas Gathering reporting unit and the merged EQM Opco reporting unit, as applicable, were greater than their respective carrying values. No impairment to goodwill was recorded during the three months ended March 31, 2020. The Company believes the estimates and assumptions used in estimating its reporting units’ fair values are reasonable and appropriate; however, different assumptions and estimates could materially affect the calculated fair values of the RMP PA Gas Gathering reporting unit and the merged EQM Opco reporting unit and the resulting conclusion on impairment of goodwill, which could materially affect the Company’s results of operations and financial position. Additionally, actual results could differ from these estimates. Any additional adverse changes in the future could reduce the underlying cash flows used to estimate the fair value of the merged EQM Opco reporting unit and could result in a decline in fair value that could trigger future impairment charges relating to the EQM Opco reporting unit. Long-lived assets, including intangible assets and equity method investments. 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. As of March 31, 2020, the Company performed a recoverability test of the Hornet Midstream long-lived assets due to decreased producer activity. As a result of the recoverability test, management determined that the carrying value of the Hornet Midstream long-lived assets acquired in the Bolt-on Acquisition was not recoverable under ASC 360, Impairment Testing: Long-Lived Assets Classified as Held and Used . The Hornet Midstream asset group consists of gathering assets and customer-related intangible assets. During the first quarter of 2020, the Company estimated the fair value of the Hornet Midstream asset group and determined that the fair value was not in excess of the assets’ carrying value, which resulted in impairment charges of approximately $37.9 million to the gathering assets and approximately $17.7 million to the customer-related intangible assets both within the Company’s Gathering segment. The non-cash impairment charges were recognized during the first quarter of 2020 and are included in the impairments of long-lived assets line on the statements of consolidated comprehensive income for the six months ended June 30, 2020. During 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, a shared costs structure and similar ratemaking structures. During the second quarter of 2019, Equitrans L.P., the Company's FERC-regulated subsidiary, 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. 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 grouped 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-regulated 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 during the second quarter of 2019 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 consolidated comprehensive income for the period ended June 30, 2019. See Note 3 for a discussion on the divestiture of certain of the Company's low-pressure gathering assets. Additionally, on April 30, 2020, the Company filed with the FERC its request to abandon the remaining 927 miles of its non-core, FERC-regulated low-pressure gathering pipelines and 11 related compressor station facilities. The Company is also required to evaluate its equity method investments, including investments in the MVP Joint Venture, to determine whether they are impaired under ASC 323, Investments - Equity Method and Joint Ventures . The standard for determining whether an impairment must be recorded under ASC 323 is whether there occurred an other-than-temporary decline in value. The evaluation and measurement of impairments under ASC 323 involves the same uncertainties as described above for long-lived assets that the Company owns directly and accounts for in accordance with ASC 360. The estimates that the Company makes with respect to its equity method investments are based upon assumptions that management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. Additionally, if the projects in which the Company holds these investments recognize an impairment under ASC 360, the Company would record its proportionate share of that impairment loss and would evaluate its investment for an other-than-temporary decline in value under ASC 323. The Company evaluated its equity method investments, including investments in the MVP Joint Venture, as of June 30, 2020 and determined that there was not an other-than-temporary decline in value. There is risk that the carrying value of the Company's investments in the MVP Joint Venture may be impaired in the future. There are ongoing legal and regulatory matters that must be resolved favorably before the MVP and MVP Southgate projects can be completed. Assumptions and estimates utilized to test the Company’s investments in the MVP Joint Venture for impairment may change if adverse or delayed resolutions to these matters were to occur, which could have a material effect on the fair value of the Company's investments in the MVP Joint Venture. |
Financial Information by Busine
Financial Information by Business Segment | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment The Company reports its operations in three segments that reflect its three lines of business: Gathering, Transmission and Water. Gathering includes predominantly dry gas gathering systems of high-pressure gathering lines and FERC-regulated low-pressure gathering lines; Transmission includes FERC-regulated interstate pipelines and storage systems; and Water consists of the Company's water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities. Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (Thousands) Revenues from customers: Gathering $ 221,531 $ 285,666 $ 531,578 $ 547,547 Transmission 88,925 92,767 195,540 202,626 Water 30,134 27,734 66,585 45,776 Total operating revenues $ 340,590 $ 406,167 $ 793,703 $ 795,949 Operating income: Gathering $ 116,233 $ 94,131 $ 271,461 $ 276,209 Transmission 59,820 63,244 138,254 147,994 Water 12,303 10,072 30,055 11,258 Headquarters (a) (13,059) (1,272) (22,391) (9,245) Total operating income $ 175,297 $ 166,175 $ 417,379 $ 426,216 Reconciliation of operating income to net income: Equity income (b) $ 56,244 $ 36,782 $ 110,316 $ 67,845 Other income 12,979 706 17,142 2,567 Loss on early extinguishment of debt — — 24,864 — Net interest expense 66,795 61,713 133,549 122,662 Income tax expense 34,267 11,470 53,406 43,920 Net income $ 143,458 $ 130,480 $ 333,018 $ 330,046 (a) Includes separation and other transaction costs and other unallocated corporate expenses. (b) Equity income is included in the Transmission segment. June 30, 2020 December 31, 2019 (Thousands) Segment assets: Gathering $ 7,680,233 $ 7,572,911 Transmission (a) 4,154,746 3,903,707 Water 203,395 202,440 Total operating segments 12,038,374 11,679,058 Headquarters, including cash 406,877 362,651 Total assets $ 12,445,251 $ 12,041,709 (a) The equity investments in the MVP Joint Venture are included in the Transmission segment. Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (Thousands) Depreciation: Gathering $ 41,827 $ 37,443 $ 82,267 $ 65,559 Transmission 13,570 12,594 27,128 25,127 Water 7,499 6,478 14,615 12,894 Headquarters 255 244 489 3,690 Total $ 63,151 $ 56,759 $ 124,499 $ 107,270 Capital expenditures for segment assets: Gathering (a) $ 101,157 $ 256,318 $ 212,611 $ 414,318 Transmission (b) 15,464 11,229 26,262 29,991 Water 2,371 8,849 5,847 18,024 Headquarters 911 2,323 2,787 5,719 Total (c) $ 119,903 $ 278,719 $ 247,507 $ 468,052 (a) Includes approximately $11.1 million and $23.6 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for the three and six months ended June 30, 2020, respectively, and includes approximately $10.9 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for both the three and six months ended June 30, 2019. (b) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of $33.5 million and $156.4 million for the three months ended June 30, 2020 and 2019, respectively, and $78.6 million and $301.2 million for the six months ended June 30, 2020 and 2019, 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 consolidated cash flows until they are paid. The net impact of non-cash capital expenditures, including the effect of accrued capital expenditures, assumed capital expenditures associated with the Bolt-on Acquisition, transfers from inventory as assets are assigned to a project and capitalized share-based compensation costs, was $(3.2) million and $(5.1) million for the three months ended June 30, 2020 and 2019, respectively, and $21.6 million and $14.5 million for the six months ended June 30, 2020 and 2019, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with CustomersFor the three and six months ended June 30, 2020 and 2019, all revenues recognized on the Company's statements of consolidated comprehensive income are from contracts with customers. As of June 30, 2020 and December 31, 2019, all receivables recorded on the Company's 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 June 30, 2020 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 149,109 $ 83,764 $ 11,007 $ 243,880 Volumetric-based fee revenues 72,422 5,161 19,127 96,710 Total operating revenues $ 221,531 $ 88,925 $ 30,134 $ 340,590 Three Months Ended June 30, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 147,771 $ 81,836 $ 808 $ 230,415 Volumetric-based fee revenues 137,895 10,931 26,926 175,752 Total operating revenues $ 285,666 $ 92,767 $ 27,734 $ 406,167 Six Months Ended June 30, 2020 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 301,188 $ 183,361 $ 23,783 $ 508,332 Volumetric-based fee revenues 230,390 12,179 42,802 285,371 Total operating revenues $ 531,578 $ 195,540 $ 66,585 $ 793,703 Six Months Ended June 30, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 276,730 $ 181,060 $ 3,692 $ 461,482 Volumetric-based fee revenues 270,817 21,566 42,084 334,467 Total operating revenues $ 547,547 $ 202,626 $ 45,776 $ 795,949 (a) For the three months ended June 30, 2020, firm reservation fee revenues associated with Gathering and Water included approximately $4.8 million and $4.5 million, respectively, of MVC unbilled revenues. For the six months ended June 30, 2020, firm reservation fee revenues associated with Gathering and Water included approximately $11.1 million and $9.5 million, respectively, of MVC unbilled revenues. There were no MVC unbilled revenues associated with Gathering and Water during the three and six months ended June 30, 2019. Contract Assets. The Company recognizes contract assets in instances where billing occurs subsequent to revenue recognition and the Company's right to invoice the customer is conditioned on something other than the passage of time. The Company's contract assets primarily consist of revenue recognized under contracts containing MVCs whereby management has concluded (i) it is probable there will be a MVC deficiency payment at the end of the then-current MVC period, which is typically the period beginning at the inception of such contracts through the successive twelve month periods after that date, and (ii) that a significant reversal of revenue recognized currently for the future MVC deficiency payment will not occur. As a result, the Company's contract assets related to the Company's future MVC deficiency payments are generally expected to be collected within the next twelve months and are included in other current assets in the Company's consolidated balance sheets until such time as the MVC deficiency payments are invoiced to the customer. The following table presents changes in the Company's unbilled revenue balance during the six months ended June 30, 2020: Unbilled Revenue (Thousands) Balance as of January 1, 2020 $ — Revenue recognized in excess of amounts invoiced 20,656 Minimum volume commitments invoiced (a) — Balance as of June 30, 2020 $ 20,656 (a) Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer. Contract Liabilities. As of June 30, 2020, the Company's contract liabilities consist of deferred revenue associated with the EQT Global GGA including advance payments from EQT associated with the Rate Relief Shares (as defined below) acquired by the Company as consideration for certain commercial terms and the initial fair value of the Henry Hub cash bonus payment provision (as defined below). The contract liabilities are classified as current or non-current according to when such amounts are expected to be recognized. As of June 30, 2020, the contract liabilities are classified as non-current as none of the deferred revenue is expected to be recognized in revenue during the next five years. Contracts requiring advance payments and the recognition of contract liabilities are evaluated to determine whether the advance payments provide the Company with a significant financing benefit. This determination requires significant judgment and is based on the combined effect of the expected length of time between when the Company transfers the promised good or service to the customer and when the customer pays for those goods or services and the prevailing interest rates. The Company has assessed the EQT Global GGA and determined that this agreement does not contain a significant financing component. The following table presents changes in the Company's deferred revenue balances during the six months ended June 30, 2020: Deferred Revenue (Thousands) Balance as of January 1, 2020 $ — Amounts recorded during the period (a) 247,188 Amounts transferred during the period (b) — Balance as of June 30, 2020 $ 247,188 (a) Includes deferred billed revenue of approximately $74.2 million recorded during the three and six months ended June 30, 2020 associated with the EQT Global GGA. (b) Deferred revenues are recognized as revenue upon satisfaction of the Company's performance obligation to the customer. Summary of Remaining Performance Obligations. The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of June 30, 2020 that the Company will invoice or transfer from contract liabilities and recognize in future periods. 2020 (a) 2021 2022 2023 2024 Thereafter Total (Thousands) Gathering firm reservation fees $ 51,048 $ 173,406 $ 175,674 $ 173,691 $ 170,621 $ 1,388,240 $ 2,132,680 Gathering revenues supported by MVCs 263,046 570,492 606,232 638,577 633,626 5,356,728 8,068,701 Transmission firm reservation fees 178,812 384,347 380,929 342,622 283,018 2,584,945 4,154,673 Water revenues supported by MVCs 18,011 60,000 60,000 60,000 60,000 60,000 318,011 Total $ 510,917 $ 1,188,245 $ 1,222,835 $ 1,214,890 $ 1,147,265 $ 9,389,913 $ 14,674,065 (a) July 1, 2020 through December 31, 2020. 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 15 years and 14 years, respectively, as of June 30, 2020. EQT Global GGA. On the EQT Global GGA Effective Date, the Company (through EQM) entered into the EQT Global GGA with EQT for the provision by the Company of certain gas gathering services to EQT in the Marcellus and Utica Shales of Pennsylvania and West Virginia. Pursuant to the EQT Global GGA, EQT is subject to an initial annual MVC of 3.0 Bcf per day that gradually steps up to 4.0 Bcf per day for several years following the in-service date of the MVP. The EQT Global GGA runs from the EQT Global GGA Effective Date through December 31, 2035, and will renew annually thereafter unless terminated by EQT or the Company pursuant to its terms. Pursuant to the EQT Global GGA, the Company has certain obligations to build connections to connect EQT wells to its gathering system, which are subject to geographical limitations in relation to the dedicated area in Pennsylvania and West Virginia, as well as the distance of such connections to the Company's then-existing gathering system. Management has estimated the total consideration expected to be received over the life of the EQT Global GGA, including gathering MVC revenue with a declining rate structure, the fair value of the Rate Relief Shares and the initial fair value of the Henry Hub cash bonus payment provision. The total consideration is allocated proportionally to the performance obligation under the contract, which is to provide daily MVC capacity over the life of the contract, in order to recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The performance obligations will be satisfied during the life of the contract based on a units of production methodology for the daily MVC capacity provided to EQT. Due to the declining rate structure, there will be periods during which the billable gathering MVC revenue will exceed the allocated consideration to the performance obligation, which will result in billable gathering MVC revenue being deferred to the contract liability. The deferred consideration amounts are deferred until recognized in revenue when the associated performance obligation has been satisfied and are classified as current or non-current according to when such amounts are expected to be recognized. In addition to the estimated total consideration allocated to the daily MVC, the EQT Global GGA includes other fees based on variable or volumetric-based services that will be recognized in the period the services are provided. The EQT Global GGA provides for potential cash bonus payments payable by EQT to the Company during the period beginning on the first day of the calendar quarter in which the MVP in-service date occurs through the earlier of the twelfth calendar quarter from that point or the calendar quarter ending December 31, 2024 (the Henry Hub cash bonus payment provision). The potential cash bonus payments are conditioned upon the quarterly average of the NYMEX Henry Hub Natural Gas First of the Month Closing Index Price exceeding certain price thresholds. The Henry Hub cash bonus payment provision meets the definition of an embedded derivative that should be bifurcated from the host contract and accounted for separately in accordance with ASC 815, Derivatives and Hedging . The embedded derivative was recorded as a derivative asset at its estimated fair value at inception of approximately $51.5 million and as part of the contract liability to be included in the total consideration to be allocated to the performance obligation under ASC 606. Subsequent changes to the fair value of the derivative instrument through the end of the contract are recognized in other income on the Company's statements of consolidated comprehensive income. As of June 30, 2020, the estimated fair value of the Henry Hub cash bonus payment provision was $68.2 million, of which $18.0 million was recorded in other current assets and $50.2 million was recorded in other assets on the Company's consolidated balance sheets. The gathering MVC fees payable by EQT (or its affiliates) to the Company set forth in the EQT Global GGA are subject to potential reductions for certain contract years as set forth in the EQT Global GGA, conditioned upon the in-service date of the MVP, which provide for estimated aggregate fee relief of approximately $270 million in the first year after the in-service date of the MVP, approximately $230 million in the second year after the in-service date of the MVP and approximately $35 million in the third year after the in-service date of the MVP. In addition, if the MVP in-service date has not occurred by January 1, 2022, EQT has an option, exercisable for a period of twelve months (or such shorter period if the in-service date of the MVP occurs), to forgo approximately $145 million of the gathering fee relief in the first year after the MVP in-service date and approximately $90 million of the gathering fee relief in the second year after the MVP in-service date in exchange for a cash payment from the Company (through EQM) to EQT in the amount of approximately $196 million (the EQT Cash Option). As consideration for the additional rate relief subject to the EQT Cash Option, the Company purchased shares of its common stock (see Rate Relief Shares discussed and defined below) from EQT. The consideration received for future contractual rate relief associated with the Rate Relief Shares was recorded at a fair value of approximately $121.5 million as a contract liability in accordance with ASC 606 and will be recognized as revenue over the life of the contract. Water Services Letter Agreement. On February 26, 2020, the Company (through EQM) entered into a letter agreement with EQT, pursuant to which EQT agreed to utilize the Company for the provision of water services in Pennsylvania under one or more water services agreements to be negotiated between the parties (such letter agreement, the Water Services Letter Agreement). The Water Services Letter Agreement is effective as of the first day of the first month following the MVP in-service date and shall expire on the fifth anniversary of such date. During each year of the Water Services Letter Agreement, EQT agreed that MVC fees payable to the Company for services pursuant to the Water Services Letter Agreement (or the related agreements) shall be equal to or greater than $60 million per year. Share Purchase Agreements. On February 26, 2020, the Company entered into two share purchase agreements (the Share Purchase Agreements) with EQT, pursuant to which the Company agreed to (i) purchase 4,769,496 shares of Equitrans Midstream common stock (the Cash Shares) from EQT in exchange for approximately $46 million in cash, (ii) purchase 20,530,256 shares of Equitrans Midstream common stock (the Rate Relief Shares and, together with the Cash Shares, the Share Purchases) from EQT in exchange for a promissory note in the aggregate principal amount of approximately $196 million (which EQT subsequently assigned to EQM as consideration for certain commercial terms under the EQT Global GGA), and (iii) pay EQT cash in the amount of approximately $7 million (the Cash Amount). On March 5, 2020, the Company completed the Share Purchases and paid the Cash Amount. The Company used proceeds from the EQM Credit Facility (defined in Note 9) to fund the purchase of the Cash Shares and to pay the Cash Amount in addition to other uses of proceeds. After the closing of the Share Purchases, the Company retired the Cash Shares and the Rate Relief Shares. Additionally, the Company recorded a $17.2 million deferred tax liability in conjunction with the Rate Relief Shares. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Transactions with EQT As of June 30, 2020, EQT remained a related party of the Company due to its ownership of 25,299,751 shares of Equitrans Midstream common stock, which represented an approximately 5.9% ownership interest in the Company. In the ordinary course of business, the Company engaged, and continues to engage, as applicable, in transactions with EQT and its affiliates, including, but not limited to, gathering agreements (including the EQT Global GGA), transportation service and precedent agreements, storage agreements and water services agreements. Operating revenues included related party revenues from EQT of approximately $214.7 million and $284.0 million for the three months ended June 30, 2020 and 2019, respectively, and $518.5 million and $568.5 million for the six months ended June 30, 2020 and 2019, respectively. Operating and maintenance expense included charges to EQT of approximately $2.4 million for both the three and six months ended June 30, 2019. Selling, general and administrative expense included charges from EQT of approximately $1.0 million for both the three and six months ended June 30, 2019. Additionally, net interest expense included interest income on the Preferred Interest in EES of approximately $1.6 million and $1.6 million for the three months ended June 30, 2020 and 2019, respectively, and $3.1 million and $3.2 million for the six months ended June 30, 2020 and 2019, respectively. Accounts receivable as of June 30, 2020 and December 31, 2019 included approximately $174.2 million and $175.2 million, respectively, of related party accounts receivable from EQT. Other current assets as of June 30, 2020 included approximately $9.5 million of MVC unbilled revenue from EQT. In addition, as of June 30, 2020, the Preferred Interest in EES was approximately $107.6 million, of which $5.1 million was recorded in other current assets and $102.5 million was recorded in other assets on the Company's consolidated balance sheets. As of December 31, 2019, the Preferred Interest in EES was approximately $110.1 million, of which $5.0 million was recorded in other current assets and $105.1 million was recorded in other assets on the Company's consolidated balance sheets. Tax Matters Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a 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 (the Tax Matters Agreement). 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. Credit Letter Agreement. On February 26, 2020, in connection with the execution of the EQT Global GGA, the Company (through EQM) and EQT entered into a letter agreement (the Credit Letter Agreement) pursuant to which, among other things, (a) the Company agreed to relieve certain credit posting requirements for EQT, in an amount up to approximately $250 million, under its commercial agreements with the Company, subject to EQT maintaining a minimum credit rating from two of three rating agencies of (i) Ba3 with Moody’s Investors Service (Moody's), (ii) BB- with S&P Global Ratings (S&P) and (iii) BB- with Fitch Investor Services (Fitch) and (b) the Company agreed to use commercially reasonable good faith efforts to negotiate similar credit support arrangements for EQT in respect of its commitments to the MVP Joint Venture. EQT Global GGA. See Notes 4 and 6 for further detail. Water Services Letter Agreement. See Note 6 for further detail. Share Purchase Agreements. See Note 6 for further detail. |
Investments in Unconsolidated E
Investments in Unconsolidated Entity | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entity | Investments in Unconsolidated Entity The MVP Joint Venture is constructing the MVP, an estimated 300-mile natural gas interstate pipeline that will span from northern West Virginia to southern Virginia. The Company will operate the MVP and owned a 45.7% interest in the MVP project as of June 30, 2020. On November 4, 2019, Con Edison exercised an option to cap its investment in the MVP project at approximately $530 million (excluding AFUDC). The Company and NextEra Energy, Inc. are obligated to, and RGC Resources, Inc., another member of the MVP Joint Venture owning an interest in the MVP project, has opted to, fund the shortfall in Con Edison's capital contributions, on a pro rata basis. Such funding by the Company and funding by other members has and will correspondingly increase the Company's and such other funding members' respective interests in the MVP project and decrease Con Edison's interest in the MVP project. As a result, based on the project's $5.4 billion budget (excluding AFUDC), the Company's equity ownership in the MVP project will progressively increase from 45.7% to approximately 47.0%. The MVP Joint Venture is a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. The Company 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 75-mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. The Company will operate the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project as of June 30, 2020. In May 2020, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a wholly owned subsidiary of the Company, for $120.9 million, of which $20.1 million and $43.1 million was paid in July 2020 and August 2020, respectively, and $57.7 million is expected to be paid in September 2020. In April 2020 and May 2020, the MVP Joint Venture issued capital call notices for the funding of the MVP Southgate project to MVP Holdco for $0.2 million and $1.3 million, respectively, which were paid in June 2020 and July 2020, respectively. In addition, in June 2020, the MVP Joint Venture issued a capital call notice for the funding of the MVP Southgate project to MVP Holdco for $2.3 million, of which $1.1 million was paid in August 2020 and $1.2 million is expected to be paid in September 2020. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of June 30, 2020. The interests in the MVP and MVP Southgate projects are equity method investments for accounting purposes because the Company has the ability to exercise significant influence, but not control, over the MVP Joint Venture's operating and financial policies. Accordingly, the Company records adjustments to the investment balance for contributions to or distributions from the MVP Joint Venture and for the Company's pro-rata share of MVP Joint Venture earnings. Equity income, which is primarily related to the Company'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 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 2019, EQM issued performance guarantees in an amount equal to 33% of MVP Holdco's proportionate share of the then-remaining construction budget for the MVP project. As of December 31, 2019, EQM's performance guarantee was approximately $223 million, adjusted for capital contributions made by EQM during the fourth quarter of 2019. In addition, pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances in respect of MVP Southgate, which performance assurances may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral. In 2019, EQM issued a performance guarantee of $14 million in favor of the MVP Joint Venture for the MVP Southgate project. As a result of EQM’s credit rating downgrades in the first quarter of 2020, EQM delivered replacement credit support to the MVP Joint Venture, in the form of letters of credit in the amounts of approximately $220.2 million and $14.2 million with respect to the MVP project and MVP Southgate project, respectively. In connection with delivering such letters of credit as replacement performance assurances, EQM's performance guarantees associated with the MVP and MVP Southgate projects were terminated. As of June 30, 2020, the letters of credit with respect to the MVP project and MVP Southgate project were in the amounts of approximately $220.2 million and $14.2 million, respectively. Upon the FERC’s initial release to begin construction of the MVP Southgate project, the Company’s current letter of credit to support MVP Southgate will be terminated, and the Company will be obligated to deliver a new letter of credit (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 June 30, 2020, the Company's maximum financial statement exposure related to the MVP Joint Venture was approximately $2,702 million, which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of June 30, 2020, net of capital contributions payable, and the letters of credit outstanding under the Amended EQM Credit Facility. The following tables summarize the unaudited condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project. Condensed Consolidated Balance Sheets June 30, 2020 December 31, 2019 (Thousands) Current assets $ 265,510 $ 102,638 Non-current assets 5,327,476 4,951,521 Total assets $ 5,592,986 $ 5,054,159 Current liabilities $ 197,634 $ 223,645 Equity 5,395,352 4,830,514 Total liabilities and equity $ 5,592,986 $ 5,054,159 Condensed Statements of Consolidated Operations Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (Thousands) Environmental remediation reserve $ (50) $ 26 $ (315) $ (2,166) Other income 31 1,785 262 4,698 Net interest income 36,262 23,700 71,588 43,935 AFUDC — equity 84,612 55,298 167,040 102,514 Net income $ 120,855 $ 80,809 $ 238,575 $ 148,981 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt 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 provided for a senior secured term loan facility in an aggregate principal amount of $600 million (the ETRN Term Loans). The Company received net proceeds from the ETRN 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 primarily used to fund the purchase of the public EQGP common units representing the limited partner interests in EQGP (the EQGP Buyout), including certain fees, costs and expenses in connection therewith, and the remainder was used for general corporate purposes. On March 3, 2020, EQM drew $650.0 million under the Amended EQM Credit Facility and transferred such funds to the Company pursuant to a senior unsecured term loan agreement with the Company. The Company utilized a portion of such funds to pay off amounts outstanding under the ETRN Term Loans and the ETRN Term Loan Credit Agreement was terminated. As a result, the Company wrote off $24.4 million of unamortized discount and financing costs related to the ETRN Term Loan Credit Agreement. The write off charge is included in the loss on early extinguishment of debt line on the statements of consolidated comprehensive income. As of December 31, 2019, the current portion of the ETRN Term Loans was $6.0 million and was recorded in the current portion of long-term debt on the consolidated balance sheet. The Company had $594.0 million of borrowings outstanding and no letters of credit outstanding under the ETRN Term Loan Credit Agreement as of December 31, 2019. During the period from January 1, 2020 to March 3, 2020, the weighted average annual interest rate was approximately 6.2%. For the three and six months ended June 30, 2019, the weighted average annual interest rate was approximately 7.0% for both periods. Equitrans Midstream Credit Facility. In October 2018, Equitrans Midstream entered into a senior secured revolving credit facility agreement that provided for $100 million in borrowing capacity (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. The Equitrans Midstream Credit Facility, which was available for general corporate purposes and to fund ongoing working capital requirements, was terminated on March 3, 2020 in conjunction with the Company's termination of the ETRN Term Loan Credit Agreement (see above). As a result, the Company wrote off $0.5 million of unamortized financing costs related to the Equitrans Midstream Credit Facility. The write off charge is included in the loss on early extinguishment of debt line on the statements of consolidated comprehensive income. The Company had no borrowings and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of December 31, 2019 or during the period from January 1, 2020 to March 3, 2020. For the three and six months ended June 30, 2019, the maximum outstanding borrowings was approximately $13 million and $44 million, respectively, the average daily balance was approximately $1 million and $6 million, respectively, and the weighted average annual interest rate was approximately 4.2% for both periods. Commitment fees paid to maintain credit availability under the credit facility were approximately $0.1 million for the period from January 1, 2020 to March 3, 2020, and approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2019, respectively. Amended EQM Revolving Credit Facility and Amended 2019 EQM Term Loan Agreement. 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). In August 2019, EQM entered into a term loan agreement (the 2019 EQM Term Loan Agreement) that provided for unsecured term loans (the EQM Term Loans) in an aggregate principal amount of $1.4 billion. Additionally, on March 30, 2020 (the Loan Amendment Date), EQM entered into (i) an amendment (the EQM Credit Facility Amendment) to the EQM Credit Facility (as amended by the EQM Credit Facility Amendment, the Amended EQM Credit Facility) and (ii) an amendment (the Term Loan Amendment) to the 2019 EQM Term Loan Agreement (as amended by the Term Loan Amendment, the Amended 2019 EQM Term Loan Agreement) which, among other things, amended certain defined terms and negative covenants in the EQM Credit Facility and the 2019 EQM Term Loan Agreement. The Amended EQM Credit Facility is available for general partnership purposes, including to purchase assets, to fund working capital requirements and capital expenditures and to pay distributions. Subject to satisfaction of certain conditions, the Amended 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 Amended 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 Amended EQM Credit Facility, subject to the satisfaction of certain conditions. As of June 30, 2020, no term loans were outstanding under the Amended EQM Credit Facility. Such term loans would be secured by cash, qualifying investment grade securities or a combination thereof. Under the terms of the Amended EQM Credit Facility, EQM can obtain committed loans as Base Rate Loans (as defined in the Amended EQM Credit Facility) or Eurodollar Rate Loans (as defined in the Amended EQM Credit Facility). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin of 0.125% to 1.750% determined on the basis of a combination of EQM’s then-current debt issuer credit ratings by Moody’s, S&P and Fitch. Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the Amended EQM Credit Facility) plus a margin of 1.125% to 2.750% determined on the basis of a combination of EQM’s then-current debt issuer credit ratings with Moody’s, S&P and Fitch. EQM may voluntarily prepay its borrowings under the Amended EQM Credit Facility, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to certain prepayments of Eurodollar Rate Loans. Revolving amounts prepaid under the Amended EQM Credit Facility may be re-borrowed. As of June 30, 2020, EQM had approximately $485 million of borrowings and $235 million of letters of credit outstanding under the Amended EQM Credit Facility. As of December 31, 2019, EQM had approximately $610 million of borrowings and $1 million of letters of credit outstanding under the Amended EQM Credit Facility. During the three and six months ended June 30, 2020, the maximum outstanding borrowings at any time was approximately $2,040 million for both periods and the average daily balance was approximately $1,419 million and $1,223 million, respectively. EQM incurred interest at a weighted average annual interest rate of approximately 2.9% and 3.0% for the three and six months ended June 30, 2020, respectively. During the three and six months ended June 30, 2019, the maximum outstanding borrowings at any time was approximately $1,160 million for both periods, the average daily balance was approximately $1,043 million and $993 million, respectively, and the weighted average annual interest rate was approximately 3.8% and 3.9%, respectively. For the three and six months ended June 30, 2020, commitment fees of $1.4 million and $2.6 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. For the three and six months ended June 30, 2019, commitment fees of $1.1 million and $2.1 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. The EQM Term Loans mature in August 2022. EQM received net proceeds from the issuance of the EQM Term Loans of $1,397.4 million, inclusive of debt issuance costs of $2.6 million. The net proceeds were primarily used to repay borrowings under the Amended EQM Credit Facility and the remainder was used for general partnership purposes. The Amended 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. As of June 30, 2020 and December 31, 2019, EQM had $1.4 billion of borrowings outstanding under the Amended 2019 EQM Term Loan Agreement for both periods. During the three and six months ended June 30, 2020, the weighted average annual interest rates for the periods were approximately 2.9% and 3.0%, respectively. Under the terms of the Amended 2019 EQM Term Loan Agreement, EQM can obtain Base Rate Loans (as defined in the Amended 2019 EQM Term Loan Agreement) or Eurodollar Rate Loans (as defined in the Amended 2019 EQM Term Loan Agreement). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin of 0.000% to 1.625% determined on the basis of a combination of EQM’s then-current debt issuer credit ratings with Moody’s, S&P and Fitch. Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the Amended 2019 EQM Term Loan Agreement) plus a margin of 1.000% to 2.625% determined on the basis of a combination of EQM’s then-current debt issuer credit ratings with Moody’s, S&P and Fitch. EQM may voluntarily prepay its borrowings under the Amended 2019 EQM Term Loan Agreement, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to certain prepayments of Eurodollar Rate Loans. Amounts prepaid under the Amended 2019 EQM Term Loan Agreement may not be reborrowed. The Amended EQM Credit Facility and the Amended 2019 EQM Term Loan Agreement each contain 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 that varies over the course of the term ranging from not more than 5.75 to 1.00 to not more than 5.00 to 1.00 tested as of the end of each fiscal quarter (which in limited circumstances is increased for certain measurement periods following the consummation of certain acquisitions), limit transactions with affiliates, mergers and other fundamental changes, asset dispositions, the incurrence of new debt and entry into burdensome agreements, in each case and as applicable, subject to certain specified exceptions. The Amended EQM Credit Facility and the Amended 2019 EQM Term Loan Agreement each 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 Amended EQM Credit Facility or the Amended 2019 EQM Term Loan Agreement, as applicable. Eureka Credit Facility. Eureka Midstream, LLC (Eureka), a wholly owned subsidiary of Eureka Midstream, has a $400 million senior secured revolving credit facility that 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 (as amended, the Eureka Credit Facility). The Eureka Credit Facility matures on August 25, 2021. 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 to an amount no greater than $500 million. As of June 30, 2020 and December 31, 2019, Eureka had approximately $303 million and $293 million, respectively, of borrowings outstanding under the Eureka Credit Facility. For the three and six months ended June 30, 2020, the maximum amount of outstanding borrowings under the Eureka Credit Facility at any time was approximately $303 million for both periods, the average daily balances were approximately $298 million and $295 million, respectively, and Eureka incurred interest at weighted average annual interest rates of approximately 2.6% and 2.9%, respectively. For the period from April 10, 2019 through June 30, 2019, the maximum amount of outstanding borrowings under the Eureka Credit Facility at any time was approximately $293 million, the average daily balance was approximately $277 million and Eureka incurred interest at a weighted average annual interest rate of approximately 4.5%. For the three and six months ended June 30, 2020, commitment fees of $0.1 million and $0.3 million, respectively, were paid to maintain credit availability under the Eureka Credit Facility. For the period from April 10, 2019 through June 30, 2019, commitment fees of $0.1 million were paid to maintain credit availability under the Eureka Credit Facility. 2020 Senior Notes. During the second quarter of 2020, EQM issued $700 million aggregate principal amount of new 6.000% senior unsecured notes due July 1, 2025 and $900 million aggregate principal amount of new 6.500% senior unsecured notes due July 1, 2027 (collectively, the 2020 Senior Notes) and received net proceeds from the offering of approximately $1,576.1 million, inclusive of a discount of $20.0 million and estimated debt issuance costs of $3.9 million. The net proceeds were used to repay a portion of the borrowings outstanding under the Amended EQM Credit Facility, and the remainder is expected to be used for general partnership purposes. The 2020 Senior Notes were issued under and are governed by an indenture, dated June 18, 2020 (the 2020 Indenture), between EQM and the Bank of New York Mellon Trust Company, N.A., as trustee. The 2020 Indenture contains 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. Upon the occurrence of a Change of Control Triggering Event (as defined in the 2020 Indenture), EQM may be required to offer to purchase the 2020 Senior Notes at a purchase price equal to 101% of the aggregate principal amount of the 2020 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The 2020 Senior Notes are unsecured and rank equally with all of EQM’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of EQM’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2020 Senior Notes. The 2020 Senior Notes are effectively subordinated to EQM’s secured obligations, if any, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of EQM’s subsidiaries, other than any subsidiaries that may guarantee the 2020 Senior Notes in the future. As of June 30, 2020, EQM and Eureka were in compliance with all debt provisions and covenants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets Measured at Fair Value on a Recurring Basis. The Company records derivative instruments at fair value on a gross basis in its consolidated balance sheets. The Henry Hub cash bonus payment provision, as described in Note 6, is recorded at its estimated fair value using a Monte Carlo simulation model. Significant inputs used in the fair value measurement include NYMEX Henry Hub natural gas futures prices as of the date of valuation, risk-free interest rates based on U.S. Treasury rates, expected volatility of NYMEX Henry Hub futures prices and an estimated credit spread of EQT. The expected volatility of NYMEX Henry Hub futures prices used in the valuation methodology represents a significant unobservable input causing the Henry Hub cash bonus payment provision to be designated as a Level 3 fair value measurement. As of June 30, 2020, the fair value of the Henry Hub cash bonus payment provision was $68.2 million, of which $18.0 million was recorded in other current assets and $50.2 million was recorded in other assets on the Company's consolidated balance sheets. During the three and six months ended June 30, 2020, the Company recognized gains of $12.6 million and $16.7 million, respectively, representing the change in estimated fair value of the derivative instrument during the applicable period. The gain is reflected in other income in the Company's statements of consolidated comprehensive income. Other Financial Instruments. 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 values of borrowings under the Amended EQM Credit Facility, the Eureka Credit Facility and the Amended 2019 EQM Term Loan Agreement approximate fair value as the interest rates are based on prevailing market rates; these are considered Level 1 fair value measurements. As EQM's borrowings under its 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. Effective on March 3, 2020, the ETRN Term Loans were paid off with proceeds from the Amended EQM Credit Facility (see Note 9), and the ETRN Term Loan Credit Agreement was terminated. As of December 31, 2019, the estimated fair value of the ETRN Term Loans was approximately $595 million and the carrying value of the ETRN Term Loans was approximately $568 million. As of June 30, 2020 and December 31, 2019, the estimated fair value of EQM's senior notes were approximately $5,015 million and $3,421 million, respectively, and the carrying value of EQM's senior notes were approximately $5,041 million and $3,462 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 June 30, 2020 and December 31, 2019, the estimated fair values of the Preferred Interest were approximately $129 million and $126 million, respectively, and the carrying values of the Preferred Interest were approximately $108 million and $110 million, respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following tables set forth the computation of the basic and diluted earnings per share attributable to Equitrans Midstream for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Net income $ 143,458 $ 143,458 $ 130,480 $ 130,480 Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) 65,106 65,106 55,959 55,959 Less: EQM Series A Preferred Units interest in net income 21,858 21,858 — — Less: Preferred dividends 29,504 29,504 — — Net income attributable to Equitrans Midstream common shareholders $ 26,990 $ 26,990 $ 74,521 $ 74,521 Basic weighted average common shares outstanding 260,883 260,883 254,917 254,917 Dilutive securities (a)(b) — — — 50 Diluted weighted average common shares outstanding 260,883 260,883 254,917 254,967 Earnings per share attributable to Equitrans Midstream common shareholders $ 0.10 $ 0.10 $ 0.29 $ 0.29 Six Months Ended June 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Net income $ 333,018 $ 333,018 $ 330,046 $ 330,046 Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) 159,433 159,433 199,226 199,226 Less: EQM Series A Preferred Units interest in net income 47,359 47,359 — — Less: Preferred dividends 29,504 29,504 — — Net income attributable to Equitrans Midstream common shareholders $ 96,722 $ 96,722 $ 130,820 $ 130,820 Basic weighted average common shares outstanding 254,254 254,254 254,845 254,845 Dilutive securities (a)(b) — — — 50 Diluted weighted average common shares outstanding 254,254 254,254 254,845 254,895 Earnings per share attributable to Equitrans Midstream common shareholders $ 0.38 $ 0.38 $ 0.51 $ 0.51 (a) For the periods presented, EQM's dilutive securities issued and outstanding prior to the EQM Merger did not have a material impact on the Company's diluted earnings per share. (b) For the three and six months ended June 30, 2020, the Company excluded 5,047 and 2,814 (in thousands), respectively, of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards. Preferred dividends include dividends accumulated on the Equitrans Midstream Preferred Shares during the period of $2.2 million and a $27.3 million premium recognized on the redemption of the EQM Series A Preferred Units as part of the Restructuring Closing. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company's effective tax rate was 19.3% for the three months ended June 30, 2020, compared to 8.1% for the three months ended June 30, 2019. The Company's effective tax rate was 13.8% for the six months ended June 30, 2020, compared to 11.7% for the six months ended June 30, 2019. The effective tax rate was higher for both the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019 primarily due to the impact of the EQM Merger on the estimated annual effective tax rate and resulting decrease in the net income attributable to noncontrolling interests, partially offset by an increase in AFUDC - equity. Excluding other items, the effective tax rates for the three and six months ended June 30, 2020 and June 30, 2019 were lower than the statutory rates because the Company does not record income tax expense on the portion of its income attributable to the noncontrolling member of Eureka Midstream and did not record income tax expense on the portion of its income attributable to the noncontrolling limited partners of EQM and EQGP for the periods prior to the closing of the EQM Merger and the EQGP Buyout, respectively. |
Financial Statements (Policies)
Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and, as applicable, its consolidated subsidiaries for all periods presented, unless otherwise indicated or the context clearly otherwise requires. The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of June 30, 2020 and December 31, 2019, the results of its operations and equity for the three and six months ended June 30, 2020 and 2019 and its cash flows for the six months ended June 30, 2020 and 2019. The consolidated balance sheet at December 31, 2019 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. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019, which includes all disclosures required by GAAP. Due to, among other things, the seasonal nature of the Company's utility customer contracts and temporary volume curtailments by the Company's largest customer, the interim statements for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard amended 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 eliminated the probable initial recognition threshold in then current GAAP, and, in its place, requires an entity to recognize its current estimate of all expected credit losses. The amendments affected loans, debt securities, trade receivables, contract assets, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of the standard that have the contractual right to receive cash. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326). The update provides entities with targeted transition relief that is intended to increase comparability of financial statement information for some entities that otherwise would have measured similar financial instruments using different measurement methodologies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The update clarifies and addresses stakeholders' specific issues in ASU 2016-13. The Company adopted the standard on January 1, 2020, using the modified retrospective method for all financial assets recorded at amortized cost. Results for reporting periods beginning after January 1, 2020 are presented under Topic 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company's current expected credit loss (CECL) methodology considers risks of collection based on a customer’s current credit status. The standard requires an entity to assess whether financial assets share similar risk characteristics and, if so, group such assets in a pool. Customer balances are aggregated for evaluation based on their credit risk rating, which takes into account changes in economic factors that impact a customer’s ability to meet its financial obligations. The Company's CECL methodology assigns a reserve, even if remote, to each customer based on credit risk. The table below summarizes the changes in the allowance for credit losses by outstanding receivable for the six months ended June 30, 2020: Accounts Receivable Contract Asset (a) Preferred Interest in EES (b) Total Balance at December 31, 2019 $ (285) $ — $ — $ (285) Adoption of Topic 326 (2,708) — (1,010) (3,718) Provision for expected credit losses 143 (183) 31 (9) Balance at June 30, 2020 $ (2,850) $ (183) $ (979) $ (4,012) (a) Included in other current assets in the consolidated balance sheets. (b) Included in other assets in the consolidated balance sheets. 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. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have an impact on the Company's financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company early-adopted the standard in the first quarter of 2020 with no significant effect on its financial statements or related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for the Amended EQM Credit Facility, the Amended 2019 EQM Term Loan Agreement and the Eureka Credit Facility, as well as for each dividend following March 31, 2024 for the Equitrans Midstream Preferred Shares, which each use the London Inter-Bank Offered Rate (LIBOR) as a reference rate. The ASU is effective |
Financial Statements (Tables)
Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Policy | The table below summarizes the changes in the allowance for credit losses by outstanding receivable for the six months ended June 30, 2020: Accounts Receivable Contract Asset (a) Preferred Interest in EES (b) Total Balance at December 31, 2019 $ (285) $ — $ — $ (285) Adoption of Topic 326 (2,708) — (1,010) (3,718) Provision for expected credit losses 143 (183) 31 (9) Balance at June 30, 2020 $ (2,850) $ (183) $ (979) $ (4,012) (a) Included in other current assets in the consolidated balance sheets. (b) Included in other assets in the consolidated balance sheets. |
Mergers, Acquisitions and Div_2
Mergers, Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocations | (in thousands) Preliminary Purchase Price Allocation (As initially reported) Measurement Period Adjustments (a) Purchase Price Allocation (As adjusted) Consideration given: Cash consideration (b) $ 861,250 $ (11,404) $ 849,846 Buyout of portion of Eureka Midstream Class B Units and incentive compensation 2,530 — 2,530 Total consideration 863,780 (11,404) 852,376 Fair value of liabilities assumed: Current liabilities 52,458 (9,857) 42,601 Long-term debt 300,825 — 300,825 Other long-term liabilities 10,203 — 10,203 Amount attributable to liabilities assumed 363,486 (9,857) 353,629 Fair value of assets acquired: Cash 15,145 — 15,145 Accounts receivable 16,817 — 16,817 Inventory 12,991 (26) 12,965 Other current assets 882 — 882 Net property, plant and equipment 1,222,284 (8,906) 1,213,378 Intangible assets (c) 317,000 (6,000) 311,000 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 June 30, 2020 $ — (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 EQM. (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. |
Financial Information by Busi_2
Financial Information by Business Segment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income | Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (Thousands) Revenues from customers: Gathering $ 221,531 $ 285,666 $ 531,578 $ 547,547 Transmission 88,925 92,767 195,540 202,626 Water 30,134 27,734 66,585 45,776 Total operating revenues $ 340,590 $ 406,167 $ 793,703 $ 795,949 Operating income: Gathering $ 116,233 $ 94,131 $ 271,461 $ 276,209 Transmission 59,820 63,244 138,254 147,994 Water 12,303 10,072 30,055 11,258 Headquarters (a) (13,059) (1,272) (22,391) (9,245) Total operating income $ 175,297 $ 166,175 $ 417,379 $ 426,216 Reconciliation of operating income to net income: Equity income (b) $ 56,244 $ 36,782 $ 110,316 $ 67,845 Other income 12,979 706 17,142 2,567 Loss on early extinguishment of debt — — 24,864 — Net interest expense 66,795 61,713 133,549 122,662 Income tax expense 34,267 11,470 53,406 43,920 Net income $ 143,458 $ 130,480 $ 333,018 $ 330,046 (a) Includes separation and other transaction costs and other unallocated corporate expenses. (b) Equity income is included in the Transmission segment. |
Schedule of Segment Assets | June 30, 2020 December 31, 2019 (Thousands) Segment assets: Gathering $ 7,680,233 $ 7,572,911 Transmission (a) 4,154,746 3,903,707 Water 203,395 202,440 Total operating segments 12,038,374 11,679,058 Headquarters, including cash 406,877 362,651 Total assets $ 12,445,251 $ 12,041,709 (a) The equity investments in the MVP Joint Venture are included in the Transmission segment. |
Schedule of Depreciation and Amortization and Expenditures for Segment Assets | Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (Thousands) Depreciation: Gathering $ 41,827 $ 37,443 $ 82,267 $ 65,559 Transmission 13,570 12,594 27,128 25,127 Water 7,499 6,478 14,615 12,894 Headquarters 255 244 489 3,690 Total $ 63,151 $ 56,759 $ 124,499 $ 107,270 Capital expenditures for segment assets: Gathering (a) $ 101,157 $ 256,318 $ 212,611 $ 414,318 Transmission (b) 15,464 11,229 26,262 29,991 Water 2,371 8,849 5,847 18,024 Headquarters 911 2,323 2,787 5,719 Total (c) $ 119,903 $ 278,719 $ 247,507 $ 468,052 (a) Includes approximately $11.1 million and $23.6 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for the three and six months ended June 30, 2020, respectively, and includes approximately $10.9 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for both the three and six months ended June 30, 2019. (b) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of $33.5 million and $156.4 million for the three months ended June 30, 2020 and 2019, respectively, and $78.6 million and $301.2 million for the six months ended June 30, 2020 and 2019, 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 consolidated cash flows until they are paid. The net impact of non-cash capital expenditures, including the effect of accrued capital expenditures, assumed capital expenditures associated with the Bolt-on Acquisition, transfers from inventory as assets are assigned to a project and capitalized share-based compensation costs, was $(3.2) million and $(5.1) million for the three months ended June 30, 2020 and 2019, respectively, and $21.6 million and $14.5 million for the six months ended June 30, 2020 and 2019, respectively. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue Information, By Segment | The tables below provide disaggregated revenue information by business segment. Three Months Ended June 30, 2020 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 149,109 $ 83,764 $ 11,007 $ 243,880 Volumetric-based fee revenues 72,422 5,161 19,127 96,710 Total operating revenues $ 221,531 $ 88,925 $ 30,134 $ 340,590 Three Months Ended June 30, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 147,771 $ 81,836 $ 808 $ 230,415 Volumetric-based fee revenues 137,895 10,931 26,926 175,752 Total operating revenues $ 285,666 $ 92,767 $ 27,734 $ 406,167 Six Months Ended June 30, 2020 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 301,188 $ 183,361 $ 23,783 $ 508,332 Volumetric-based fee revenues 230,390 12,179 42,802 285,371 Total operating revenues $ 531,578 $ 195,540 $ 66,585 $ 793,703 Six Months Ended June 30, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 276,730 $ 181,060 $ 3,692 $ 461,482 Volumetric-based fee revenues 270,817 21,566 42,084 334,467 Total operating revenues $ 547,547 $ 202,626 $ 45,776 $ 795,949 (a) For the three months ended June 30, 2020, firm reservation fee revenues associated with Gathering and Water included approximately $4.8 million and $4.5 million, respectively, of MVC unbilled revenues. For the six months ended June 30, 2020, firm reservation fee revenues associated with Gathering and Water included approximately $11.1 million and $9.5 million, respectively, of MVC unbilled revenues. There were no MVC unbilled revenues associated with Gathering and Water during the three and six months ended June 30, 2019. |
Contract with Customer, Asset and Liability | The following table presents changes in the Company's unbilled revenue balance during the six months ended June 30, 2020: Unbilled Revenue (Thousands) Balance as of January 1, 2020 $ — Revenue recognized in excess of amounts invoiced 20,656 Minimum volume commitments invoiced (a) — Balance as of June 30, 2020 $ 20,656 (a) Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer. The following table presents changes in the Company's deferred revenue balances during the six months ended June 30, 2020: Deferred Revenue (Thousands) Balance as of January 1, 2020 $ — Amounts recorded during the period (a) 247,188 Amounts transferred during the period (b) — Balance as of June 30, 2020 $ 247,188 (a) Includes deferred billed revenue of approximately $74.2 million recorded during the three and six months ended June 30, 2020 associated with the EQT Global GGA. (b) Deferred revenues are recognized as revenue upon satisfaction of the Company's performance obligation to the customer. |
Summary of Remaining Performance Obligations | Summary of Remaining Performance Obligations. The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of June 30, 2020 that the Company will invoice or transfer from contract liabilities and recognize in future periods. 2020 (a) 2021 2022 2023 2024 Thereafter Total (Thousands) Gathering firm reservation fees $ 51,048 $ 173,406 $ 175,674 $ 173,691 $ 170,621 $ 1,388,240 $ 2,132,680 Gathering revenues supported by MVCs 263,046 570,492 606,232 638,577 633,626 5,356,728 8,068,701 Transmission firm reservation fees 178,812 384,347 380,929 342,622 283,018 2,584,945 4,154,673 Water revenues supported by MVCs 18,011 60,000 60,000 60,000 60,000 60,000 318,011 Total $ 510,917 $ 1,188,245 $ 1,222,835 $ 1,214,890 $ 1,147,265 $ 9,389,913 $ 14,674,065 (a) July 1, 2020 through December 31, 2020. |
Investments in Unconsolidated_2
Investments in Unconsolidated Entity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 in relation to the MVP project. Condensed Consolidated Balance Sheets June 30, 2020 December 31, 2019 (Thousands) Current assets $ 265,510 $ 102,638 Non-current assets 5,327,476 4,951,521 Total assets $ 5,592,986 $ 5,054,159 Current liabilities $ 197,634 $ 223,645 Equity 5,395,352 4,830,514 Total liabilities and equity $ 5,592,986 $ 5,054,159 Condensed Statements of Consolidated Operations Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (Thousands) Environmental remediation reserve $ (50) $ 26 $ (315) $ (2,166) Other income 31 1,785 262 4,698 Net interest income 36,262 23,700 71,588 43,935 AFUDC — equity 84,612 55,298 167,040 102,514 Net income $ 120,855 $ 80,809 $ 238,575 $ 148,981 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables set forth the computation of the basic and diluted earnings per share attributable to Equitrans Midstream for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Net income $ 143,458 $ 143,458 $ 130,480 $ 130,480 Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) 65,106 65,106 55,959 55,959 Less: EQM Series A Preferred Units interest in net income 21,858 21,858 — — Less: Preferred dividends 29,504 29,504 — — Net income attributable to Equitrans Midstream common shareholders $ 26,990 $ 26,990 $ 74,521 $ 74,521 Basic weighted average common shares outstanding 260,883 260,883 254,917 254,917 Dilutive securities (a)(b) — — — 50 Diluted weighted average common shares outstanding 260,883 260,883 254,917 254,967 Earnings per share attributable to Equitrans Midstream common shareholders $ 0.10 $ 0.10 $ 0.29 $ 0.29 Six Months Ended June 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Net income $ 333,018 $ 333,018 $ 330,046 $ 330,046 Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) 159,433 159,433 199,226 199,226 Less: EQM Series A Preferred Units interest in net income 47,359 47,359 — — Less: Preferred dividends 29,504 29,504 — — Net income attributable to Equitrans Midstream common shareholders $ 96,722 $ 96,722 $ 130,820 $ 130,820 Basic weighted average common shares outstanding 254,254 254,254 254,845 254,845 Dilutive securities (a)(b) — — — 50 Diluted weighted average common shares outstanding 254,254 254,254 254,845 254,895 Earnings per share attributable to Equitrans Midstream common shareholders $ 0.38 $ 0.38 $ 0.51 $ 0.51 (a) For the periods presented, EQM's dilutive securities issued and outstanding prior to the EQM Merger did not have a material impact on the Company's diluted earnings per share. (b) For the three and six months ended June 30, 2020, the Company excluded 5,047 and 2,814 (in thousands), respectively, of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards. |
Financial Statements (Details)
Financial Statements (Details) | Jun. 17, 2020USD ($) | Feb. 26, 2020USD ($)$ / shares | Nov. 12, 2018 | Jun. 30, 2020USD ($) |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Percentage of cash distributions paid | 80.10% | |||
Redemptions | $ 661,874,000 | |||
Series A Preferred Units | EQM Merger | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Redemptions | $ 600,000,000 | $ 600,000,000 | ||
Redemption percentage rate | 1.01 | |||
Purchase price (in dollars per share) | $ / shares | $ 48.77 | |||
Preferred Stock | EQM Merger | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Redemption percentage rate | 2.44 | |||
EQT Corporation and Subsidiaries | Equitrans Midstream | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Limited partner ownership interest | 19.90% |
Financial Statements - Impact o
Financial Statements - Impact of Adoption (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle | |
Balance at December 31, 2019 | $ (285) |
Provision for expected credit losses | (9) |
Balance at June 30, 2020 | (4,012) |
Cumulative Effect, Period of Adoption, Adjustment | |
New Accounting Pronouncements or Change in Accounting Principle | |
Balance at December 31, 2019 | (3,718) |
Accounts Receivable | |
New Accounting Pronouncements or Change in Accounting Principle | |
Balance at December 31, 2019 | (285) |
Provision for expected credit losses | 143 |
Balance at June 30, 2020 | (2,850) |
Accounts Receivable | Cumulative Effect, Period of Adoption, Adjustment | |
New Accounting Pronouncements or Change in Accounting Principle | |
Balance at December 31, 2019 | (2,708) |
Contract Asset | |
New Accounting Pronouncements or Change in Accounting Principle | |
Balance at December 31, 2019 | 0 |
Provision for expected credit losses | (183) |
Balance at June 30, 2020 | (183) |
Contract Asset | Cumulative Effect, Period of Adoption, Adjustment | |
New Accounting Pronouncements or Change in Accounting Principle | |
Balance at December 31, 2019 | 0 |
Preferred Interest in EES | |
New Accounting Pronouncements or Change in Accounting Principle | |
Balance at December 31, 2019 | 0 |
Provision for expected credit losses | 31 |
Balance at June 30, 2020 | (979) |
Preferred Interest in EES | Cumulative Effect, Period of Adoption, Adjustment | |
New Accounting Pronouncements or Change in Accounting Principle | |
Balance at December 31, 2019 | $ (1,010) |
Investments in Consolidated, _2
Investments in Consolidated, Non-Wholly-Owed Entities (Details) | Aug. 13, 2020USD ($) | Jun. 17, 2020USD ($)shares | Feb. 26, 2020USD ($)day$ / sharesshares | Mar. 13, 2019 | Feb. 13, 2019shares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020 | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) |
Class of Stock | |||||||||||
Aggregate change in common stock and noncontrolling interest | $ (1,627,000) | $ 346,543,000 | |||||||||
Decrease in deferred tax asset | 346,500,000 | ||||||||||
Redemptions | $ 661,874,000 | ||||||||||
Increase in deferred tax liability | 257,200,000 | ||||||||||
Transaction costs | 11,453,000 | 15,568,000 | $ 22,813,000 | $ 24,350,000 | |||||||
Convertible units | $ 20,000,000 | ||||||||||
Trading price threshold (per unit) | $ / shares | $ 27.99 | ||||||||||
Threshold trading days | 20 days | ||||||||||
Threshold amount of stock price trigger (in shares) | shares | 1,000,000 | ||||||||||
Convertible common stock, consecutive trading days | day | 20 | ||||||||||
Conversion price (in usd per share) | $ / shares | $ 19.99 | ||||||||||
Threshold percentage of consideration payable trigger, conversion ratio | 110.00% | ||||||||||
Increase in mezzanine equity | 667,200,000 | ||||||||||
Change in deferred taxes | 5,300,000 | ||||||||||
Conversion basis of common stock | 100.00% | ||||||||||
Minimum | |||||||||||
Class of Stock | |||||||||||
Threshold percentage of consideration payable trigger | 90.00% | ||||||||||
Threshold percentage of consideration payable trigger, redemption covenant | 101.00% | ||||||||||
Threshold percentage of consideration payable trigger, volume weighted average price covenant | 95.00% | ||||||||||
EQM Merger | |||||||||||
Class of Stock | |||||||||||
Common stock acquired (in shares) | shares | 83,251,212 | ||||||||||
Transaction costs | 11,400,000 | $ 22,800,000 | |||||||||
Series A Preferred Units | EQM Merger | |||||||||||
Class of Stock | |||||||||||
Redemption percentage rate | 1.01 | ||||||||||
Redemptions | $ 600,000,000 | $ 600,000,000 | |||||||||
Cash paid to redeem EQM Series A preferred units | 617,300,000 | ||||||||||
Partners' Capital | 590,100,000 | ||||||||||
Premium recognized on redemption | $ 27,300,000 | ||||||||||
Series A Preferred Units | EQM Merger | Subsequent Event | |||||||||||
Class of Stock | |||||||||||
Aggregate amount of distributions to be made to holder of Equitrans Midstream preferred shares | $ (10,900,000) | ||||||||||
Preferred Stock | EQM Merger | |||||||||||
Class of Stock | |||||||||||
Redemption percentage rate | 2.44 | ||||||||||
EQM | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Canceled common units (in shares) | shares | 21,811,643 | ||||||||||
Common Stock | |||||||||||
Class of Stock | |||||||||||
Aggregate change in common stock and noncontrolling interest | (82,700,000) | $ (1,627,000) | (991,098,000) | ||||||||
Redemptions | 82,717,000 | ||||||||||
Common Stock | EQM Merger | |||||||||||
Class of Stock | |||||||||||
Aggregate change in common stock and noncontrolling interest | (2,700,000,000) | ||||||||||
Noncontrolling Interests | |||||||||||
Class of Stock | |||||||||||
Aggregate change in common stock and noncontrolling interest | (579,200,000) | $ 1,337,641,000 | |||||||||
Redemptions | 579,157,000 | ||||||||||
Noncontrolling Interests | EQM Merger | |||||||||||
Class of Stock | |||||||||||
Aggregate change in common stock and noncontrolling interest | $ (3,000,000,000) | ||||||||||
EQM | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Common units held (in shares) | shares | 117,245,455 | 117,245,455 | |||||||||
EQM | Common Class B | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Common units held (in shares) | shares | 7,000,000 | 7,000,000 | |||||||||
EQM | EQGP | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Partners' capital common units outstanding (in shares) | shares | 21,811,643 | ||||||||||
EQM | Equitrans Gathering Holdings, LLC | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Common units held (in shares) | shares | 89,505,616 | 89,505,616 | |||||||||
EQM | Equitrans Gathering Holdings, LLC | Common Class B | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Common units held (in shares) | shares | 6,153,907 | 6,153,907 | |||||||||
EQM | EQM GP Corporation | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Common units held (in shares) | shares | 89,536 | 89,536 | |||||||||
EQM | EQM GP Corporation | Common Class B | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Common units held (in shares) | shares | 6,155 | 6,155 | |||||||||
EQM | Equitrans Midstream Holdings, LLC | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Common units held (in shares) | shares | 27,650,303 | 27,650,303 | |||||||||
EQM | Equitrans Midstream Holdings, LLC | Common Class B | Limited Partner Common | |||||||||||
Class of Stock | |||||||||||
Common units held (in shares) | shares | 839,938 | 839,938 | |||||||||
EQM | Public Owned | |||||||||||
Class of Stock | |||||||||||
Limited partner ownership interest | 40.10% | ||||||||||
IDR Merger Agreement | EQM | |||||||||||
Class of Stock | |||||||||||
Common units received (in shares) | shares | 80,000,000 | ||||||||||
IDR Merger Agreement | EQM | Common Class B | |||||||||||
Class of Stock | |||||||||||
Common units received (in shares) | shares | 7,000,000 | ||||||||||
Private Placement | |||||||||||
Class of Stock | |||||||||||
Cumulative quarterly dividend rate | 9.75% | ||||||||||
Increase in quarterly distribution, percent | 8.15% | ||||||||||
Private Placement | Minimum | |||||||||||
Class of Stock | |||||||||||
Cumulative quarterly dividend rate | 10.50% |
Mergers, Acquisitions and Div_3
Mergers, Acquisitions and Divestitures - Narrative (Details) $ in Thousands | Jun. 30, 2020USD ($) | Apr. 01, 2020USD ($) | Mar. 31, 2020 | Aug. 14, 2019USD ($)compressor_stationmi | Apr. 10, 2019USD ($)mishares | Mar. 13, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Business Acquisition | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 24,605,291 | ||||||||||
Interest, net of amount capitalized | $ 125,948 | $ 127,542 | |||||||||
Amortization of intangible assets | $ 16,205 | $ 13,750 | 30,786 | 24,137 | |||||||
Disposal Group, Not Discontinued Operations | Copely Gathering System | |||||||||||
Business Acquisition | |||||||||||
Length of gathering lines (in miles) | mi | 530 | ||||||||||
Number of compressor stations | compressor_station | 4 | ||||||||||
Purchase price | $ 1 | ||||||||||
Hornet Midstream Holdings, LLC | |||||||||||
Business Acquisition | |||||||||||
Length of gathering lines (in miles) | mi | 15 | ||||||||||
Intangible assets, useful life | 7 years 3 months | ||||||||||
Hornet Midstream Holdings, LLC | EQM | |||||||||||
Business Acquisition | |||||||||||
Limited partner ownership interest (as a percent) | 100.00% | ||||||||||
Bolt-on Acquisition | |||||||||||
Business Acquisition | |||||||||||
Cash consideration | $ 852,376 | $ 863,780 | |||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 28,200 | ||||||||||
Interest, net of amount capitalized | 100 | ||||||||||
Business Acquisition, Transaction Costs, Acquisition Related Expenses | 15,200 | 16,700 | |||||||||
Business Combination, Acquisition Related Costs, Professional Fees | 13,500 | 15,000 | |||||||||
Business Combination, Acquisition Related Costs, Compensation Arrangements | 1,700 | 1,700 | |||||||||
Goodwill prior to impairment adjustment | 99,206 | 99,200 | 99,206 | $ 99,206 | 99,206 | ||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 478,460 | 486,062 | 478,460 | 478,460 | $ 478,500 | 478,460 | $ 478,500 | ||||
Amortization of intangible assets | (400) | ||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 43,000 | ||||||||||
Bolt-on Acquisition | EQM | |||||||||||
Business Acquisition | |||||||||||
Total consideration | 1,040,000 | ||||||||||
Cash consideration | 852,000 | ||||||||||
Assumed pro-rata debt | $ 192,000 | ||||||||||
Eureka Midstream Holdings, LLC | |||||||||||
Business Acquisition | |||||||||||
Length of gathering lines (in miles) | mi | 190 | ||||||||||
Amortization of intangible assets | $ 9,100 | ||||||||||
Intangible assets, useful life | 10 years 9 months | 20 years | |||||||||
Intangible assets, amortization expense, 2020 | 11,600 | 11,600 | 11,600 | 11,600 | |||||||
Intangible assets, amortization expense, 2021 | 23,300 | 23,300 | 23,300 | 23,300 | |||||||
Intangible assets, amortization expense, 2022 | 23,300 | 23,300 | 23,300 | 23,300 | |||||||
Intangible assets, amortization expense, 2023 | 23,300 | 23,300 | 23,300 | 23,300 | |||||||
Intangible assets, amortization expense, 2024 | 23,300 | 23,300 | 23,300 | 23,300 | |||||||
Intangible assets, amortization expense, 2025 | $ 23,300 | $ 23,300 | $ 23,300 | $ 23,300 | |||||||
Eureka Midstream Holdings, LLC | EQM | |||||||||||
Business Acquisition | |||||||||||
Limited partner ownership interest (as a percent) | 60.00% |
Mergers, Acquisitions and Div_4
Mergers, Acquisitions and Divestitures - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Apr. 10, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Goodwill | ||||||||
Goodwill as of April 10, 2019 | $ 486,698 | |||||||
Impairment of goodwill | $ (268,100) | |||||||
Goodwill as of June 30, 2020 | $ 486,698 | $ 486,698 | $ 486,698 | 486,698 | 486,698 | |||
Decrease in amortization expense | (16,205) | $ (13,750) | (30,786) | $ (24,137) | ||||
Bolt-on Acquisition | ||||||||
Consideration given: | ||||||||
Cash consideration | 849,846 | $ 861,250 | ||||||
Buyout of portion of Eureka Midstream Class B Units and incentive compensation | 2,530 | 2,530 | ||||||
Total consideration | 852,376 | 863,780 | ||||||
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) | $ (478,500) | (478,460) | $ (478,500) | |
Measurement Period Adjustments | ||||||||
Total consideration | (11,404) | |||||||
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 | ||||||||
Goodwill prior to impairment adjustment | 99,206 | 99,200 | 99,206 | 99,206 | 99,206 | |||
Goodwill as of April 10, 2019 | 0 | |||||||
Impairment of goodwill | (99,206) | |||||||
Goodwill as of June 30, 2020 | $ 0 | $ 107,869 | $ 0 | 0 | $ 0 | $ 0 | ||
Decrease in amortization expense | $ 400 |
Impairments of Long-Lived Ass_2
Impairments of Long-Lived Assets and Other-Than-Temporary Decline in Value (Details) $ in Thousands | Feb. 26, 2020segmentreporting_unit | Feb. 25, 2020segmentreporting_unit | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)segment | Jun. 30, 2019USD ($) | Apr. 30, 2020compressor_stationmi | |
Property, Plant and Equipment | ||||||||
Number of operating segments | segment | 3 | 3 | 3 | |||||
Number of reporting units | reporting_unit | 6 | 7 | ||||||
Impairments of long-lived assets (Note 4) | [1] | $ 0 | $ 80,135 | $ 55,581 | $ 80,135 | |||
Gathering | ||||||||
Property, Plant and Equipment | ||||||||
Impairment of property and equipment | 37,900 | |||||||
Impairment of Hornet-related intangible assets | $ 17,700 | |||||||
Impairments of long-lived assets (Note 4) | $ 80,100 | |||||||
Non-core miles (miles) | mi | 927 | |||||||
Compressor station facilities | compressor_station | 11 | |||||||
[1] | See Note 4 for disclosure regarding impairments of long-lived assets. |
Financial Information by Busi_3
Financial Information by Business Segment - Narrative (Details) | Feb. 26, 2020segment | Feb. 25, 2020segment | Jun. 30, 2020segmentbusiness_line |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 3 | 3 | 3 |
Number of lines of business | business_line | 3 |
Financial Information by Busi_4
Financial Information by Business Segment - Schedule of Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Revenues from customers: | |||||||
Operating revenues | [1] | $ 340,590 | $ 406,167 | $ 793,703 | $ 795,949 | ||
Operating income: | |||||||
Total operating income | 175,297 | 166,175 | 417,379 | 426,216 | |||
Reconciliation of operating income to net income: | |||||||
Equity income | [2] | 56,244 | 36,782 | 110,316 | 67,845 | ||
Other income | [3] | 12,979 | 706 | 17,142 | 2,567 | ||
Loss on early extinguishment of debt | [4] | 0 | 0 | 24,864 | 0 | ||
Net interest expense | [1] | 66,795 | 61,713 | 133,549 | 122,662 | ||
Income tax expense | 34,267 | 11,470 | 53,406 | 43,920 | |||
Net income | 143,458 | $ 189,560 | 130,480 | $ 199,566 | 333,018 | 330,046 | |
Gathering | |||||||
Revenues from customers: | |||||||
Operating revenues | 221,531 | 285,666 | 531,578 | 547,547 | |||
Transmission | |||||||
Revenues from customers: | |||||||
Operating revenues | 88,925 | 92,767 | 195,540 | 202,626 | |||
Water | |||||||
Revenues from customers: | |||||||
Operating revenues | 30,134 | 27,734 | 66,585 | 45,776 | |||
Operating segments | Gathering | |||||||
Revenues from customers: | |||||||
Operating revenues | 221,531 | 285,666 | 531,578 | 547,547 | |||
Operating income: | |||||||
Total operating income | 116,233 | 94,131 | 271,461 | 276,209 | |||
Operating segments | Transmission | |||||||
Revenues from customers: | |||||||
Operating revenues | 88,925 | 92,767 | 195,540 | 202,626 | |||
Operating income: | |||||||
Total operating income | 59,820 | 63,244 | 138,254 | 147,994 | |||
Operating segments | Water | |||||||
Revenues from customers: | |||||||
Operating revenues | 30,134 | 27,734 | 66,585 | 45,776 | |||
Operating income: | |||||||
Total operating income | 12,303 | 10,072 | 30,055 | 11,258 | |||
Headquarters | |||||||
Operating income: | |||||||
Total operating income | $ (13,059) | $ (1,272) | $ (22,391) | $ (9,245) | |||
[1] | Includes related party activity with EQT. See Note 7. | ||||||
[2] | Represents equity income from the MVP Joint Venture. See Note 8. | ||||||
[3] | See Note 10 for disclosures regarding derivative instruments. | ||||||
[4] | See Note 9 for disclosure regarding loss on early extinguishment of debt. |
Financial Information by Busi_5
Financial Information by Business Segment - Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Long-Lived Assets | ||
Total assets | $ 12,445,251 | $ 12,041,709 |
Operating segments | ||
Long-Lived Assets | ||
Total assets | 12,038,374 | 11,679,058 |
Operating segments | Gathering | ||
Long-Lived Assets | ||
Total assets | 7,680,233 | 7,572,911 |
Operating segments | Transmission | ||
Long-Lived Assets | ||
Total assets | 4,154,746 | 3,903,707 |
Operating segments | Water | ||
Long-Lived Assets | ||
Total assets | 203,395 | 202,440 |
Headquarters | ||
Long-Lived Assets | ||
Total assets | $ 406,877 | $ 362,651 |
Financial Information by Busi_6
Financial Information by Business Segment - Depreciation and Capital Expenditures for Segment Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Information | ||||
Depreciation | $ 63,151 | $ 56,759 | $ 124,499 | $ 107,270 |
Capital expenditures for segment assets | 119,903 | 278,719 | 247,507 | 468,052 |
Capitalized share-based compensation cost | (3,200) | (5,100) | 21,600 | 14,500 |
Operating segments | Gathering | ||||
Segment Information | ||||
Depreciation | 41,827 | 37,443 | 82,267 | 65,559 |
Capital expenditures for segment assets | 101,157 | 256,318 | 212,611 | 414,318 |
Operating segments | Gathering | Eureka Midstream Holdings, LLC | ||||
Segment Information | ||||
Capital expenditures for segment assets | 11,100 | 10,900 | 23,600 | 10,900 |
Operating segments | Transmission | ||||
Segment Information | ||||
Depreciation | 13,570 | 12,594 | 27,128 | 25,127 |
Capital expenditures for segment assets | 15,464 | 11,229 | 26,262 | 29,991 |
Operating segments | Transmission | MVP Southgate Project | ||||
Segment Information | ||||
Capital expenditures for segment assets | 33,500 | 156,400 | 78,600 | 301,200 |
Operating segments | Water | ||||
Segment Information | ||||
Depreciation | 7,499 | 6,478 | 14,615 | 12,894 |
Capital expenditures for segment assets | 2,371 | 8,849 | 5,847 | 18,024 |
Headquarters | ||||
Segment Information | ||||
Depreciation | 255 | 244 | 489 | 3,690 |
Capital expenditures for segment assets | $ 911 | $ 2,323 | $ 2,787 | $ 5,719 |
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 | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Disaggregation of Revenue | |||||
Operating revenues | [1] | $ 340,590 | $ 406,167 | $ 793,703 | $ 795,949 |
Firm reservation fee revenues | |||||
Disaggregation of Revenue | |||||
Operating revenues | 243,880 | 230,415 | 508,332 | 461,482 | |
Volumetric-based fee revenues | |||||
Disaggregation of Revenue | |||||
Operating revenues | 96,710 | 175,752 | 285,371 | 334,467 | |
Gathering | |||||
Disaggregation of Revenue | |||||
Operating revenues | 221,531 | 285,666 | 531,578 | 547,547 | |
Gathering | MVC | |||||
Disaggregation of Revenue | |||||
Operating revenues | 4,800 | 11,100 | |||
Gathering | Firm reservation fee revenues | |||||
Disaggregation of Revenue | |||||
Operating revenues | 149,109 | 147,771 | 301,188 | 276,730 | |
Gathering | Volumetric-based fee revenues | |||||
Disaggregation of Revenue | |||||
Operating revenues | 72,422 | 137,895 | 230,390 | 270,817 | |
Transmission | |||||
Disaggregation of Revenue | |||||
Operating revenues | 88,925 | 92,767 | 195,540 | 202,626 | |
Transmission | Firm reservation fee revenues | |||||
Disaggregation of Revenue | |||||
Operating revenues | 83,764 | 81,836 | 183,361 | 181,060 | |
Transmission | Volumetric-based fee revenues | |||||
Disaggregation of Revenue | |||||
Operating revenues | 5,161 | 10,931 | 12,179 | 21,566 | |
Water | |||||
Disaggregation of Revenue | |||||
Operating revenues | 30,134 | 27,734 | 66,585 | 45,776 | |
Water | MVC | |||||
Disaggregation of Revenue | |||||
Operating revenues | 4,500 | 9,500 | |||
Water | Firm reservation fee revenues | |||||
Disaggregation of Revenue | |||||
Operating revenues | 11,007 | 808 | 23,783 | 3,692 | |
Water | Volumetric-based fee revenues | |||||
Disaggregation of Revenue | |||||
Operating revenues | $ 19,127 | $ 26,926 | $ 42,802 | $ 42,084 | |
[1] | Includes related party activity with EQT. See Note 7. |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Unbilled Revenue Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Change in Contract with Customer, Asset | |
Balance as of January 1, 2020 | $ 0 |
Revenue recognized in excess of amounts invoiced | 20,656 |
Minimum volume commitments invoiced | 0 |
Balance as of June 30, 2020 | $ 20,656 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Deferred Revenue Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Feb. 26, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Balance as of January 1, 2020 | $ 0 | |
Amounts recorded during the period | 247,188 | |
Amounts transferred during the period | 0 | |
Balance as of June 30, 2020 | 247,188 | |
Contract liability | 247,188 | $ 121,500 |
EQT Corporation and Subsidiaries | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Balance as of June 30, 2020 | 74,200 | |
Contract liability | $ 74,200 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 14,674,065 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 510,917 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 1,188,245 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 1,222,835 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 1,214,890 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 1,147,265 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 9,389,913 |
Transmission firm reservation fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 4,154,673 |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 178,812 |
Remaining performance obligations, expected timing | 6 months |
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 | |
Total | $ 384,347 |
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 | |
Total | $ 380,929 |
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 | |
Total | $ 342,622 |
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 | |
Total | $ 283,018 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 2,584,945 |
Remaining performance obligations, expected timing | |
Water | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 318,011 |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 18,011 |
Remaining performance obligations, expected timing | 6 months |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 60,000 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 60,000 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 60,000 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 60,000 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 60,000 |
Remaining performance obligations, expected timing | |
Gathering firm reservation fees | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 2,132,680 |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 51,048 |
Remaining performance obligations, expected timing | 6 months |
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 | |
Total | $ 173,406 |
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 | |
Total | $ 175,674 |
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 | |
Total | $ 173,691 |
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 | |
Total | $ 170,621 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 1,388,240 |
Remaining performance obligations, expected timing | |
Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 8,068,701 |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 263,046 |
Remaining performance obligations, expected timing | 6 months |
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 | |
Total | $ 570,492 |
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 | |
Total | $ 606,232 |
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 | |
Total | $ 638,577 |
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 | |
Total | $ 633,626 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 5,356,728 |
Remaining performance obligations, expected timing |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Narrative (Details) $ in Thousands | Mar. 05, 2020USD ($)shares | Feb. 26, 2020USD ($)agreementBcf | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Disaggregation of Revenue | |||||||
Estimated aggregate fee relief, year one | $ 270,000 | ||||||
Estimated aggregate fee relief, year two | 230,000 | ||||||
Estimated aggregate fee relief, year three | 35,000 | ||||||
Option to forgo fee relief, year one | 145,000 | ||||||
Option to forgo fee relief, year two | 90,000 | ||||||
Cash payment to be made in exchange for fee relief | 196,000 | ||||||
Contract liability | $ 121,500 | $ 247,188 | $ 0 | ||||
Deferred revenue, non-current | [1] | 247,188 | $ 0 | ||||
Revenue recognized from contract liability | 0 | ||||||
Number of shares purchased | $ 190,992 | $ 238,455 | |||||
Deferred tax liability | $ 17,200 | ||||||
Shares owned (in shares) | shares | 432,469 | 254,745 | |||||
Henry Hub cash payment | |||||||
Disaggregation of Revenue | |||||||
Derivative instrument, at fair value | $ 68,200 | ||||||
EQM | |||||||
Disaggregation of Revenue | |||||||
Number of share purchase agreements | agreement | 2 | ||||||
Common Stock, Cash Shares | |||||||
Disaggregation of Revenue | |||||||
Number of shares purchased (in shares) | shares | 4,769,496 | ||||||
Common Stock, Rate Relief Shares And Cash Shares | |||||||
Disaggregation of Revenue | |||||||
Number of shares purchased (in shares) | shares | 20,530,256 | ||||||
Share Purchase Agreement | Common Stock, Cash Shares | |||||||
Disaggregation of Revenue | |||||||
Number of shares purchased | $ 46,000 | ||||||
Affiliated Entity | Water Services Letter Agreement | |||||||
Disaggregation of Revenue | |||||||
Fees incurred for services | $ 60,000 | ||||||
EQT Corporation and Subsidiaries | |||||||
Disaggregation of Revenue | |||||||
Firm reservation capacity, per day | Bcf | 3 | ||||||
Firm reservation capacity, step up per day | Bcf | 4 | ||||||
Derivative instrument, at fair value | $ 51,500 | ||||||
Contract liability | $ 74,200 | ||||||
EQT Corporation and Subsidiaries | Equitrans Midstream | |||||||
Disaggregation of Revenue | |||||||
Shares owned (in shares) | shares | 25,299,751 | ||||||
EQT Corporation and Subsidiaries | Share Purchase Agreement | |||||||
Disaggregation of Revenue | |||||||
Number of shares purchased | 7,000 | ||||||
EQT Corporation and Subsidiaries | Share Purchase Agreement | Common Stock, Rate Relief Shares And Cash Shares | |||||||
Disaggregation of Revenue | |||||||
Number of shares purchased | $ 196,000 | ||||||
Gathering | |||||||
Disaggregation of Revenue | |||||||
Weighted average remaining term | 15 years | ||||||
Transmission | |||||||
Disaggregation of Revenue | |||||||
Weighted average remaining term | 14 years | ||||||
[1] | See Note 6 for disclosure regarding the Company's contract liabilities. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 26, 2020 | Dec. 31, 2019 | |
Related Party Transaction | ||||||
Shares owned (in shares) | 432,469 | 432,469 | 254,745 | |||
Operating and maintenance expense | $ 2,400,000 | |||||
Selling, general and administrative expense | 1,000,000 | $ 1,000,000 | ||||
Accounts receivable | $ 174,200,000 | $ 174,200,000 | $ 175,200,000 | |||
Unbilled revenue | 9,500,000 | 9,500,000 | ||||
Affiliated Entity | ||||||
Related Party Transaction | ||||||
Interest income | 1,600,000 | 1,600,000 | 3,100,000 | 3,200,000 | ||
Interest receivable | 107,600,000 | 107,600,000 | 110,100,000 | |||
Affiliated Entity | Other current assets | ||||||
Related Party Transaction | ||||||
Interest receivable | 5,100,000 | 5,100,000 | 5,000,000 | |||
Affiliated Entity | Other assets | ||||||
Related Party Transaction | ||||||
Interest receivable | 102,500,000 | 102,500,000 | $ 105,100,000 | |||
EQT Corporation and Subsidiaries | ||||||
Related Party Transaction | ||||||
Revenue from related party | $ 214,700,000 | $ 284,000,000 | $ 518,500,000 | $ 568,500,000 | ||
EQT Corporation and Subsidiaries | EQM | Affiliated Entity | ||||||
Related Party Transaction | ||||||
Maximum borrowing capacity | $ 250,000,000 | |||||
EQT Corporation and Subsidiaries | Equitrans Midstream | ||||||
Related Party Transaction | ||||||
Shares owned (in shares) | 25,299,751 | 25,299,751 | ||||
Ownership interest | 5.90% | 5.90% |
Investments in Unconsolidated_3
Investments in Unconsolidated Entity - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Sep. 30, 2020USD ($) | Aug. 31, 2020USD ($) | Jul. 31, 2020USD ($) | Jun. 30, 2020USD ($)mi | May 31, 2020USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($)mi | Dec. 31, 2020 | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 04, 2019USD ($) | Apr. 30, 2018mi | |
Con Edison | Maximum | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Equity Method Investments, Capped Investment | $ 530 | |||||||||||
MVP Joint Venture | Beneficial Owner | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Percentage of ownership interest (percentage) | 66.67% | |||||||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Payments to joint venture | $ 2.3 | |||||||||||
Maximum financial statement exposure | $ 2,702 | $ 2,702 | ||||||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Scenario, Forecast | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Payments to joint venture | $ 5,400 | |||||||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | EQM | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Ownership interest | 45.70% | 45.70% | ||||||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | EQM | Scenario, Forecast | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Ownership interest | 47.00% | |||||||||||
MVP Southgate Project | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Letter of credit outstanding | $ 14.2 | $ 14.2 | $ 14.2 | |||||||||
MVP Southgate Project | Variable Interest Entity, Not Primary Beneficiary | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Ownership interest | 47.20% | 47.20% | ||||||||||
Payments to joint venture | $ 0.2 | |||||||||||
MVP Southgate Project | Variable Interest Entity, Not Primary Beneficiary | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Payments to joint venture | $ 1.2 | $ 1.1 | $ 1.3 | |||||||||
MVP Project | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Letter of credit outstanding | $ 220.2 | $ 220.2 | $ 220.2 | |||||||||
MVP Project | Variable Interest Entity, Not Primary Beneficiary | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Capital contribution payable to MVP Joint Venture | $ 120.9 | |||||||||||
MVP Project | Variable Interest Entity, Not Primary Beneficiary | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Payments to joint venture | $ 20.1 | |||||||||||
MVP Project | Variable Interest Entity, Not Primary Beneficiary | Scenario, Forecast | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Payments to joint venture | $ 57.7 | $ 43.1 | ||||||||||
MVP | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Length of pipeline (in miles) | mi | 300 | 300 | ||||||||||
MVP | Variable Interest Entity, Not Primary Beneficiary | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | |||||||||||
Issuance of performance guarantee | $ 223 | |||||||||||
MVP Southgate Project | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Length of pipeline (in miles) | mi | 75 | |||||||||||
MVP Southgate Project | Variable Interest Entity, Not Primary Beneficiary | ||||||||||||
Schedule of Equity Method Investments | ||||||||||||
Issuance of performance guarantee | $ 14 |
Investments in Unconsolidated_4
Investments in Unconsolidated Entity - Balance Sheet for the Investment in Unconsolidated Equity (Details) - MVP Joint Venture - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | ||
Current assets | $ 265,510 | $ 102,638 |
Non-current assets | 5,327,476 | 4,951,521 |
Total assets | 5,592,986 | 5,054,159 |
Current liabilities | 197,634 | 223,645 |
Equity | 5,395,352 | 4,830,514 |
Total liabilities and equity | $ 5,592,986 | $ 5,054,159 |
Investments in Unconsolidated_5
Investments in Unconsolidated Entity - Income Statement for the Investment in Unconsolidated Equity (Details) - MVP Joint Venture - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Condensed Statements of Consolidated Operations | ||||
Environmental remediation reserve | $ (50) | $ 26 | $ (315) | $ (2,166) |
Other income | 31 | 1,785 | 262 | 4,698 |
Net interest income | 36,262 | 23,700 | 71,588 | 43,935 |
AFUDC — equity | 84,612 | 55,298 | 167,040 | 102,514 |
Net income | $ 120,855 | $ 80,809 | $ 238,575 | $ 148,981 |
Debt - Equitrans Midstream Term
Debt - Equitrans Midstream Term Loan Facility (Details) - USD ($) | Mar. 03, 2020 | Dec. 31, 2018 | Mar. 03, 2020 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument | ||||||||
Current portion of long-term debt | $ 0 | $ 6,000,000 | ||||||
Letters of credit outstanding | [1] | $ 787,500,000 | 902,500,000 | |||||
Term Loans | Equitrans Midstream Term Loans | ||||||||
Debt Instrument | ||||||||
Principal | $ 600,000,000 | |||||||
Net proceeds from offering | $ 650,000,000 | 568,100,000 | ||||||
Discount | 18,000,000 | |||||||
Debt issuance costs | $ 13,900,000 | |||||||
Write off of debt issuance cost | $ 24,400,000 | |||||||
Current portion of long-term debt | 6,000,000 | |||||||
Long term line of credit | 594,000,000 | |||||||
Letters of credit outstanding | $ 0 | |||||||
Weighted average annual interest rate | 6.20% | 7.00% | 6.20% | |||||
[1] | As of June 30, 2020, the Company had aggregate borrowings outstanding of approximately $485 million and $303 million on the Amended EQM Credit Facility and the Eureka Credit Facility, respectively (as each is defined in Note 9). As of December 31, 2019, the Company had aggregate borrowings outstanding of approximately $610 million and $293 million on the Amended EQM Credit Facility and the Eureka Credit Facility, respectively. The Company had no borrowings outstanding under the Equitrans Midstream Credit Facility as of December 31, 2019. See Note 9 for further detail. |
Debt - Equitrans Midstream Cred
Debt - Equitrans Midstream Credit Facility (Details) - USD ($) | Mar. 03, 2020 | Mar. 03, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Oct. 31, 2018 | |
Debt Instrument | ||||||||
Letters of credit outstanding | [1] | $ 787,500,000 | $ 902,500,000 | |||||
Equitrans Midstream Credit Facility | Line of credit | ||||||||
Debt Instrument | ||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||
Write off of debt issuance cost | $ 500,000 | |||||||
Long term line of credit | 0 | $ 0 | 0 | |||||
Maximum amount of short term loans outstanding | $ 13,000,000 | $ 44,000,000 | ||||||
Average daily balance of short term loans outstanding | 1,000,000 | 6,000,000 | ||||||
Weighted average annual interest rate | 4.20% | |||||||
Payment commitment fees | $ 100,000 | $ 100,000 | $ 200,000 | |||||
Equitrans Midstream Credit Facility | Letter of credit | ||||||||
Debt Instrument | ||||||||
Letters of credit outstanding | $ 0 | $ 0 | $ 0 | |||||
[1] | As of June 30, 2020, the Company had aggregate borrowings outstanding of approximately $485 million and $303 million on the Amended EQM Credit Facility and the Eureka Credit Facility, respectively (as each is defined in Note 9). As of December 31, 2019, the Company had aggregate borrowings outstanding of approximately $610 million and $293 million on the Amended EQM Credit Facility and the Eureka Credit Facility, respectively. The Company had no borrowings outstanding under the Equitrans Midstream Credit Facility as of December 31, 2019. See Note 9 for further detail. |
Debt - Amended EQM Revolving Cr
Debt - Amended EQM Revolving Credit Facility and 2019 EQM Term Loan Agreement (Details) | Oct. 31, 2018USD ($) | Aug. 31, 2019USD ($) | Oct. 31, 2018USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Nov. 01, 2018USD ($) | |
Debt Instrument | |||||||||||
Letters of credit outstanding | [1] | $ 787,500,000 | $ 787,500,000 | $ 902,500,000 | |||||||
EQM | EQM Credit Facility | Revolving Credit Facility | |||||||||||
Debt Instrument | |||||||||||
Borrowings outstanding | 485,000,000 | 485,000,000 | 610,000,000 | ||||||||
Letters of credit outstanding | $ 235,000,000 | $ 235,000,000 | 1,000,000 | ||||||||
Weighted average annual interest rate | 2.90% | 3.80% | 3.00% | 3.90% | |||||||
EQM | Line of credit | EQM Credit Facility | |||||||||||
Debt Instrument | |||||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | $ 3,000,000,000 | ||||||||
Additional available borrowings | $ 750,000,000 | ||||||||||
Maximum amount of short term loans outstanding | $ 1,160,000,000 | $ 2,040,000,000 | $ 1,160,000,000 | ||||||||
Average daily balance of short term loans outstanding | $ 1,419,000,000 | 1,043,000,000 | 1,223,000,000 | 993,000,000 | |||||||
Commitment fees | 1,400,000 | $ 1,100,000 | $ 2,600,000 | $ 2,100,000 | |||||||
EQM | Line of credit | EQM Credit Facility | Each Fiscal Quarter Ending on or after the Revolver Amendment Date and on or prior to Mar.31 2021 | |||||||||||
Debt Instrument | |||||||||||
Consolidated leverage ratio | 5.75 | 5.75 | |||||||||
EQM | Line of credit | EQM Credit Facility | Each Fiscal Quarter Ending on and After Mar. 31 2023 | |||||||||||
Debt Instrument | |||||||||||
Consolidated leverage ratio | 5 | 5 | |||||||||
EQM | Line of credit | EQM Credit Facility | Base Rate | Minimum | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 0.125% | ||||||||||
EQM | Line of credit | EQM Credit Facility | Base Rate | Maximum | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 1.75% | ||||||||||
EQM | Line of credit | EQM Credit Facility | Eurodollar | Minimum | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 1.125% | ||||||||||
EQM | Line of credit | EQM Credit Facility | Eurodollar | Maximum | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 2.75% | ||||||||||
EQM | Term Loans | EQM Credit Facility | Eurodollar | Minimum | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
EQM | Term Loans | EQM Credit Facility | Eurodollar | Maximum | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 2.625% | ||||||||||
EQM | Term Loans | 2019 EQM Term Loan Agreement | Base Rate | Minimum | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 0.00% | ||||||||||
EQM | Term Loans | 2019 EQM Term Loan Agreement | Base Rate | Maximum | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 1.625% | ||||||||||
EQM | Unsecured Debt | 2019 Term Loan Facility | |||||||||||
Debt Instrument | |||||||||||
Principal | $ 1,400,000,000 | ||||||||||
Weighted average annual interest rate | 3.00% | ||||||||||
Net proceeds from offering | 1,397,400,000 | ||||||||||
Debt issuance costs | 2,600,000 | ||||||||||
Long term line of credit | 1,400,000,000 | ||||||||||
EQM | Unsecured Debt | 2019 EQM Term Loan Agreement | |||||||||||
Debt Instrument | |||||||||||
Principal | $ 300,000,000 | ||||||||||
EQM | Same-day swing line advances | EQM Credit Facility | |||||||||||
Debt Instrument | |||||||||||
Maximum borrowing capacity | $ 250,000,000 | $ 250,000,000 | |||||||||
EQM | Letter of credit | EQM Credit Facility | |||||||||||
Debt Instrument | |||||||||||
Maximum borrowing capacity | 400,000,000 | 400,000,000 | |||||||||
Maximum amount of short term loans outstanding | $ 0 | ||||||||||
Eureka Midstream, LLC | |||||||||||
Debt Instrument | |||||||||||
Borrowings outstanding | 293,000,000 | ||||||||||
Eureka Midstream, LLC | Line of credit | Eureka Credit Facility | |||||||||||
Debt Instrument | |||||||||||
Maximum borrowing capacity | 400,000,000 | $ 400,000,000 | |||||||||
Additional available borrowings | $ 500,000,000 | ||||||||||
Maximum amount of short term loans outstanding | $ 293,000,000 | 303,000,000 | |||||||||
Borrowings outstanding | 303,000,000 | 303,000,000 | $ 303,000,000 | ||||||||
Average daily balance of short term loans outstanding | $ 298,000,000 | $ 277,000,000 | $ 295,000,000 | ||||||||
Weighted average annual interest rate | 2.60% | 4.50% | 2.90% | ||||||||
[1] | As of June 30, 2020, the Company had aggregate borrowings outstanding of approximately $485 million and $303 million on the Amended EQM Credit Facility and the Eureka Credit Facility, respectively (as each is defined in Note 9). As of December 31, 2019, the Company had aggregate borrowings outstanding of approximately $610 million and $293 million on the Amended EQM Credit Facility and the Eureka Credit Facility, respectively. The Company had no borrowings outstanding under the Equitrans Midstream Credit Facility as of December 31, 2019. See Note 9 for further detail. |
Debt - Eureka Credit Facility (
Debt - Eureka Credit Facility (Details) - Eureka Midstream, LLC - USD ($) | Oct. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument | |||||
Borrowings outstanding | $ 293,000,000 | ||||
Line of credit | Eureka Credit Facility | |||||
Debt Instrument | |||||
Maximum borrowing capacity | $ 400,000,000 | ||||
Additional available borrowings | $ 500,000,000 | ||||
Borrowings outstanding | $ 303,000,000 | $ 303,000,000 | $ 303,000,000 | ||
Maximum amount of short term loans outstanding | $ 293,000,000 | 303,000,000 | |||
Average daily balance of short term loans outstanding | $ 298,000,000 | $ 277,000,000 | $ 295,000,000 | ||
Weighted average annual interest rate | 2.60% | 4.50% | 2.90% | ||
Payment commitment fees | $ 100,000 | $ 100,000 | $ 300,000 |
Debt - 2020 Senior Notes (Detai
Debt - 2020 Senior Notes (Details) - EQM Senior notes | 3 Months Ended | |
Jun. 30, 2020USD ($) | Jun. 17, 2020 | |
6.00% Senior Notes Due July 1, 2025 | ||
Debt Instrument | ||
Principal | $ 700,000,000 | |
Interest rate | 6.00% | |
6.50% Senior Note Due July 1, 2027 | ||
Debt Instrument | ||
Principal | $ 900,000,000 | |
Interest rate | 6.50% | |
2020 Senior Notes | ||
Debt Instrument | ||
Net proceeds from offering | $ 1,576,100,000 | |
Discount | 20,000,000 | |
Debt issuance costs | $ 3,900,000 | |
Redemption percentage rate | 1.01 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Gain on derivative instrument | $ 12.6 | $ 16.7 | |
Henry Hub cash payment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative instrument, at fair value | 68.2 | 68.2 | |
Henry Hub cash payment | Other current assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative instrument, at fair value | 18 | 18 | |
Henry Hub cash payment | Other assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative instrument, at fair value | 50.2 | 50.2 | |
EQM | Fair Value | Level 3 | EES | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Preferred interest | 129 | 129 | $ 126 |
EQM | Carrying Value | Level 3 | EES | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Preferred interest | 108 | 108 | 110 |
EQM Senior notes | EQM | Fair Value | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term debt | 5,015 | 5,015 | 3,421 |
EQM Senior notes | EQM | Carrying Value | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term debt | $ 5,041 | $ 5,041 | 3,462 |
Equitrans Midstream Term Loans | Term Loans | Fair Value | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term debt | 595 | ||
Equitrans Midstream Term Loans | Term Loans | Carrying Value | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term debt | $ 568 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 17, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Class of Stock | ||||||||
Net income | $ 143,458 | $ 189,560 | $ 130,480 | $ 199,566 | $ 333,018 | $ 330,046 | ||
Net income attributable to noncontrolling interests | 86,964 | 55,959 | 206,792 | 199,226 | ||||
Less: Preferred dividends | 29,504 | 0 | 29,504 | 0 | ||||
Net income attributable to Equitrans Midstream common shareholders | $ 26,990 | $ 74,521 | $ 96,722 | $ 130,820 | ||||
Weighted average common stock outstanding - basic (in shares) | 260,883,000 | 254,917,000 | 254,254,000 | 254,845,000 | ||||
Dilutive securities (in shares) | 50,000 | 50,000 | ||||||
Weighted average common stock outstanding - diluted (in shares) | 260,883,000 | 254,967,000 | 254,254,000 | 254,895,000 | ||||
Earnings per share of common stock attributable to Equitrans Midstream - basic (in dollars per share) | [1] | $ 0.10 | $ 0.29 | $ 0.38 | $ 0.51 | |||
Earnings per share of common stock attributable to Equitrans Midstream - diluted (in dollars per share) | [1] | $ 0.10 | $ 0.29 | $ 0.38 | $ 0.51 | |||
Potentially dilutive securities (in shares) | 5,047,000 | 2,814,000 | ||||||
EQM Merger | Series A Preferred Units | ||||||||
Class of Stock | ||||||||
Preferred dividends | $ 2,200 | |||||||
Premium recognized on redemption | $ 27,300 | |||||||
Series A Preferred Units | ||||||||
Class of Stock | ||||||||
Net income attributable to noncontrolling interests | $ 65,106 | $ 55,959 | 159,433 | $ 199,226 | ||||
Interest income | 21,858 | 0 | 47,359 | 0 | ||||
Equitrans Preferred Shares | ||||||||
Class of Stock | ||||||||
Less: Preferred dividends | $ 29,504 | $ 0 | $ 29,504 | $ 0 | ||||
[1] | See Note 11 for disclosure regarding the Company's calculation of net income per share of common stock (basic and diluted). |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 19.30% | 8.10% | 13.80% | 11.70% |