Cover
Cover - shares | 3 Months Ended | ||
Mar. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Mar. 31, 2021 | ||
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 | 432,498,000 | ||
Mezzanine equity, preferred shares outstanding (in shares) | 30,018 | 30,018 | |
Entity Central Index Key | 0001747009 | ||
Amendment Flag | false | ||
Current Fiscal Year End | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | Q1 |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Income Statement [Abstract] | |||
Operating revenues | [1] | $ 379,996 | $ 453,113 |
Operating expenses: | |||
Operating and maintenance | [1] | 34,099 | 38,422 |
Selling, general and administrative | [1] | 35,494 | 29,739 |
Transaction costs | 0 | 11,360 | |
Depreciation | 68,618 | 61,348 | |
Amortization of intangible assets | 16,205 | 14,581 | |
Impairment of long-lived assets | [2] | 0 | 55,581 |
Total operating expenses | 154,416 | 211,031 | |
Operating income | 225,580 | 242,082 | |
Equity income | [3] | 3 | 54,072 |
Other income | [4] | 7,599 | 4,163 |
Loss on extinguishment of debt | [5] | 41,025 | 24,864 |
Net interest expense | [1] | 95,144 | 66,754 |
Income before income taxes | 97,013 | 208,699 | |
Income tax expense | 20,416 | 19,139 | |
Net income | 76,597 | 189,560 | |
Net income attributable to noncontrolling interests | 3,914 | 119,828 | |
Net income attributable to Equitrans Midstream | 72,683 | 69,732 | |
Preferred dividends | [6] | 14,628 | 0 |
Net income attributable to Equitrans Midstream common shareholders | $ 58,055 | $ 69,732 | |
Earnings (loss) per share of common stock attributable to Equitrans Midstream common shareholders - basic (in dollars per share) | [7] | $ 0.13 | $ 0.28 |
Earnings (loss) per share of common stock attributable to Equitrans Midstream common shareholders - diluted (in dollars per share) | [7] | $ 0.13 | $ 0.28 |
Weighted average common shares outstanding - basic (in shares) | 432,983,000 | 248,591,000 | |
Weighted average common shares outstanding - diluted (in shares) | 433,158,000 | 248,591,000 | |
Statement of comprehensive income: | |||
Net income | $ 76,597 | $ 189,560 | |
Other comprehensive income, net of tax: | |||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $12 and $10 | 34 | 30 | |
Other comprehensive income | 34 | 30 | |
Comprehensive income | 76,631 | 189,590 | |
Less: Comprehensive income attributable to noncontrolling interests | 3,914 | 119,828 | |
Less: Comprehensive income attributable to preferred dividends | [6] | 14,628 | 0 |
Comprehensive income attributable to Equitrans Midstream common shareholders | $ 58,089 | $ 69,762 | |
Dividends declared per common share (in dollars per share) | $ 0.15 | $ 0.15 | |
[1] | Includes related party activity with EQT Corporation (EQT). See Note 6. | ||
[2] | See Note 3 for disclosure regarding impairments of long-lived assets. | ||
[3] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 7. | ||
[4] | See Note 9 for disclosures regarding derivative instruments. | ||
[5] | See Note 8 for disclosure regarding loss on extinguishment of debt. | ||
[6] | See Note 2 | ||
[7] | See Note 10 for disclosure regarding the Company's calculation of net income per share of common stock (basic and diluted). |
Statements of Consolidated Co_2
Statements of Consolidated Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Pension and other post-retirement benefits liability adjustments, tax expense | $ 12 | $ 10 |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Cash flows from operating activities: | |||
Net income | $ 76,597 | $ 189,560 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 68,618 | 61,348 | |
Amortization of intangible assets | 16,205 | 14,581 | |
Deferred income taxes | 20,406 | 18,710 | |
Impairments of long-lived assets | [1] | 0 | 55,581 |
Equity income | [2] | (3) | (54,072) |
Other income | (7,254) | (4,306) | |
Loss on extinguishment of debt | [3] | 41,025 | 24,864 |
Non-cash long-term compensation expense | 4,445 | 4,544 | |
Changes in other assets and liabilities: | |||
Accounts receivable | 17,725 | (998) | |
Accounts payable | 1,337 | 6,067 | |
Accrued interest | (46,934) | (28,793) | |
Deferred revenue | 72,019 | 0 | |
Other assets and other liabilities | (34,634) | (37,783) | |
Net cash provided by operating activities | 229,552 | 249,303 | |
Cash flows from investing activities: | |||
Capital expenditures | (61,265) | (152,392) | |
Capital contributions to the MVP Joint Venture | (10,723) | (45,150) | |
Principal payments received on the Preferred Interest (defined in Note 6) | 1,277 | 1,225 | |
Net cash used in investing activities | (70,711) | (196,317) | |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility borrowings | 77,500 | 1,170,000 | |
Payments on revolving credit facility borrowings | (70,000) | (350,000) | |
Proceeds from the issuance of long-term debt | 1,900,000 | 0 | |
Debt issuance costs and credit facility origination fees | (24,204) | (2,740) | |
Payment for retirement of long-term debt | (1,936,250) | (594,000) | |
Distributions paid to noncontrolling interest EQM unitholders | 0 | (96,526) | |
Dividends paid to common shareholders | (64,871) | (114,254) | |
Cash Shares and Cash Amount (as defined in Note 5) | 0 | (52,323) | |
Distributions to Eureka Midstream Holdings, LLC non-controlling member | (2,500) | 0 | |
Net cash used in financing activities | (134,953) | (65,344) | |
Net change in cash and cash equivalents | 23,888 | (12,358) | |
Cash and cash equivalents at beginning of period | 208,023 | 88,322 | |
Cash, restricted cash and cash equivalents at end of period | 231,911 | 75,964 | |
Cash paid during the period for: | |||
Interest, net of amount capitalized | 140,199 | 94,343 | |
Non-cash activity during the period for: | |||
Contract liability | 0 | 128,314 | |
Series A Preferred Units | |||
Cash flows from financing activities: | |||
Distributions paid to holders of EQM Series A Preferred Units (as defined in Note 2) | 0 | (25,501) | |
Dividends paid to holders of Equitrans Midstream Preferred Shares | 0 | (25,501) | |
Preferred Stock | |||
Cash flows from financing activities: | |||
Distributions paid to holders of EQM Series A Preferred Units (as defined in Note 2) | (14,628) | 0 | |
Dividends paid to holders of Equitrans Midstream Preferred Shares | $ (14,628) | $ 0 | |
[1] | See Note 3 for disclosure regarding impairments of long-lived assets. | ||
[2] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 7. | ||
[3] | See Note 8 for disclosure regarding loss on extinguishment of debt. |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 231,911 | $ 208,023 | |
Accounts receivable (net of allowance for credit losses of [$—] and $4,699 as of March 31, 2021 and December 31, 2020, respectively) | [1] | 288,748 | 290,446 |
Other current assets | [1] | 51,587 | 63,268 |
Total current assets | 572,246 | 561,737 | |
Property, plant and equipment | 8,892,078 | 8,835,652 | |
Less: accumulated depreciation | (1,076,120) | (1,007,756) | |
Net property, plant and equipment | 7,815,958 | 7,827,896 | |
Investment in unconsolidated entity | 2,870,219 | 2,796,316 | |
Goodwill | 486,698 | 486,698 | |
Net intangible assets | 700,385 | 716,590 | |
Other assets | [1] | 343,341 | 336,615 |
Total assets | 12,788,847 | 12,725,852 | |
Current liabilities: | |||
Current portion of revolving credit facility borrowings and long-term debt | [2] | 310,000 | 302,500 |
Accounts payable | 67,663 | 72,098 | |
Capital contributions payable to the MVP Joint Venture | 72,995 | 10,723 | |
Accrued interest | 79,257 | 126,191 | |
Accrued liabilities | 44,909 | 83,366 | |
Total current liabilities | 574,824 | 594,878 | |
Long-term liabilities: | |||
Revolving credit facility borrowings | [1] | 485,000 | 485,000 |
Long-term debt | 6,426,670 | 6,443,312 | |
Contract liability | [1],[3] | 470,769 | 398,750 |
Deferred income tax liability | 371,530 | 345,896 | |
Regulatory and other long-term liabilities | 97,759 | 94,902 | |
Total liabilities | 8,426,552 | 8,362,738 | |
Mezzanine equity: | |||
Equitrans Midstream Preferred Shares, 30,018 and 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively. | [4] | 681,842 | 681,842 |
Shareholders' equity: | |||
Common stock, no par value, 432,498 and 432,470 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 3,945,957 | 3,941,295 | |
Retained deficit | (735,888) | (728,959) | |
Accumulated other comprehensive loss | (2,195) | (2,229) | |
Total common shareholders' equity | 3,207,874 | 3,210,107 | |
Noncontrolling interests | 472,579 | 471,165 | |
Total shareholders' equity | 3,680,453 | 3,681,272 | |
Total liabilities, mezzanine equity and shareholders' equity | $ 12,788,847 | $ 12,725,852 | |
[1] | Includes related party activity with EQT. See Note 6. | ||
[2] | Includes aggregate borrowings outstanding on the Eureka Credit Facility (as defined in Note 8) as of March 31, 2021 and December 31, 2020. See Note 8 for further detail. | ||
[3] | See Note 5 for disclosure regarding the Company's contract liabilities. | ||
[4] | See Note 2 for disclosures regarding the Equitrans Midstream Preferred Shares. |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, for doubtful accounts | $ 4,281 | $ 4,699 |
Mezzanine equity, preferred shares outstanding (in shares) | 30,018 | 30,018 |
Mezzanine equity, preferred shares issued (in shares) | 30,018 | 30,018 |
Common stock, shares issued (in shares) | 432,498,000 | 432,470,000 |
Common stock, shares outstanding (in shares) | 432,498,000 | 432,470,000 |
Statements of Consolidated Shar
Statements of Consolidated Shareholders' Equity and Mezzanine Equity (Unaudited) - USD ($) $ in Thousands | Total | Series A Preferred Units | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common StockCumulative Effect, Period of Adoption, Adjustment | Retained Deficit | Retained DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Noncontrolling InterestsSeries A Preferred Units | Noncontrolling InterestsCumulative Effect, Period of Adoption, Adjustment | |
Beginning balance (in shares) at Dec. 31, 2019 | 254,745,000 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ 5,282,080 | $ (3,718) | $ 1,292,804 | $ 0 | $ (618,062) | $ (3,718) | $ (2,026) | $ 4,609,364 | $ 0 | |||
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 | 0 | 30 | |||||||||
Common Stock Dividends, Shares | (178,000) | |||||||||||
Dividends on common shares | (115,400) | (115,400) | ||||||||||
Share-based compensation plans (in shares) | 85,000 | |||||||||||
Share-based compensation plans, net | 4,785 | $ 4,500 | 285 | |||||||||
Distributions paid to noncontrolling interest unitholders | (96,526) | $ (25,501) | (96,526) | $ (25,501) | ||||||||
Share Purchase Agreements (as defined in Note 5) (in shares) | (25,300,000) | |||||||||||
Share Purchase Agreements (as defined in Note 5) | (190,992) | (190,992) | ||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 229,352,000 | |||||||||||
Ending balance at Mar. 31, 2020 | $ 5,044,318 | $ 1,297,304 | (858,440) | (1,996) | 4,607,450 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 432,470,000 | 432,470,000 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 3,681,272 | $ 3,941,295 | (728,959) | (2,229) | 471,165 | |||||||
Increase (Decrease) in Partners' Capital | ||||||||||||
Net income | 76,597 | |||||||||||
Net income | 61,969 | 58,055 | 3,914 | |||||||||
Pension and other post-retirement benefits liability adjustment, net of tax expense | 34 | 34 | ||||||||||
Dividends on common shares | (64,984) | (64,984) | ||||||||||
Share-based compensation plans (in shares) | 28,000 | |||||||||||
Share-based compensation plans, net | 4,662 | $ 4,662 | ||||||||||
Distributions paid to noncontrolling interest unitholders | $ (2,500) | (2,500) | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 432,498,000 | 432,498,000 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 3,680,453 | $ 3,945,957 | $ (735,888) | $ (2,195) | $ 472,579 | |||||||
Mezzanine Equity, beginning balance at Dec. 31, 2020 | [1] | 681,842 | ||||||||||
Increase (Decrease) in Mezzanine Equity | ||||||||||||
Mezzanine Equity, Net income | 14,628 | |||||||||||
Mezzanine Equity, Distributions paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share) | (14,628) | |||||||||||
Mezzanine Equity, ending balance at Mar. 31, 2021 | [1] | $ 681,842 | ||||||||||
[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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Pension and other post-retirement benefits liability adjustments, tax expense | $ 12 | $ 10 |
Dividends (in dollars per share) | $ 0.15 | $ 0.45 |
EQM Midstream Partners, LP | ||
Cash distributions declared (in dollars per unit) | 1.16 | |
Series A Preferred Units | EQM Midstream Partners, LP | ||
Cash distributions declared (in dollars per unit) | $ 0.4873 | $ 1.0364 |
Financial Statements
Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statements | Financial Statements Nature of Business. The Company provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which includes predominantly dry gas gathering systems of high-pressure gathering lines; the transmission system, which includes FERC-regulated interstate pipelines and storage systems; and the water service system, which consists of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities that support well completion activities and collect flowback and produced water for recycling or disposal. Basis of Presentation. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries for all periods presented, unless otherwise indicated. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (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 March 31, 2021, the results of its operations and equity for the three months ended March 31, 2021 and 2020 and its cash flows for the three months ended March 31, 2021 and 2020. The consolidated balance sheet at December 31, 2020 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, 2020, which includes all disclosures required by GAAP. Due to, among other things, the seasonal nature of the Company's utility customer contracts, as well as producers’ well completion activities and varying needs for fresh and produced water (which are partially driven by horizontal lateral lengths and the number of completion stages per well), the interim statements for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020, as well as Part I, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein. The consolidated financial statements as of and for the three months ended March 31, 2021, and the consolidated balance sheet at December 31, 2020, reflect the closing of the EQM Merger and the Restructuring (each as defined in Note 2). See Note 2 for further information. Recently Issued Accounting Standards 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 and the Eureka Credit Facility (each as defined in Note 8), 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 was effective immediately but is only available through December 31, 2022. The Company is currently evaluating the potential impact of this standard on its financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted for fiscal years beginning after December 15, 2020. Adoption of the guidance must commence at the beginning of the annual fiscal year. The Company is currently evaluating the potential impact of this standard on its financial statements. |
Investments in Consolidated, No
Investments in Consolidated, Non-Wholly-Owed Entities | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Investments in Consolidated, Non-Wholly-Owed Entities | Investments in Consolidated, Non-Wholly Owned Entities EQM Merger. On June 17, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of February 26, 2020, 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 EQM 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. At the effective time of the EQM Merger (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 Series A Perpetual Convertible Preferred Units representing limited partner interests in EQM (such units, 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 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 (y) 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, 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 Former EQM Partnership Agreement)) that occurred upon the closing of the EQM Merger; 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 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. 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, during the second quarter of 2020. No gain or loss was recognized in the Company’s statements of consolidated comprehensive income as a result of the EQM Merger. In addition, the tax effects of the EQM Merger were reported as adjustments to deferred income taxes and Equitrans Midstream 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. Additionally, for the periods prior to the EQM Merger, the Company determined that EQM was a variable interest entity. Through the Company's ownership and control of the general partner of EQM during those 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 a variable interest entity. The Company recorded $11.4 million in expenses related to the EQM Merger and the EQT Global GGA (defined in Note 3) during the three months ended March 31, 2020. The expenses primarily included advisor, legal and accounting fees related to the transactions and are included in transaction costs in the statements of consolidated comprehensive income. Preferred Restructuring Agreement. On February 26, 2020, the Company and EQM entered into a Preferred Restructuring Agreement (the Restructuring Agreement) with all of the holders of the EQM Series A Preferred Units (such investors, collectively, the Investors), pursuant to which, at 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 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 Former EQM Partnership Agreement) that occurred upon the closing of the EQM Merger (collectively, the Restructuring and, the closing of the Restructuring, the Restructuring Closing). 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. The Company's Second Amended and Restated Articles of Incorporation (the Restated Articles) set forth the designations, rights and preferences of the Equitrans Midstream Preferred Shares. The Equitrans Midstream Preferred Shares were a new class of securities as of June 2020. They rank 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 Restated Articles 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 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 Restated Articles) 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 (Board). 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 Restated Articles) 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 Board (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. 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 were 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. |
Impairments of Long-Lived Asset
Impairments of Long-Lived Assets | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Impairments of Long-Lived Assets | Impairments of Long-Lived Assets Goodwill. On February 26, 2020 (the EQT Global GGA Effective Date), the Company (through EQM) entered into a Gas Gathering and Compression Agreement (as amended, 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 5). 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 acquisition of Rice Midstream Partners LP and its general partner 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 the Company (EQM Opco reporting unit), were combined to service a collective minimum volume commitment (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 may have been 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 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 conclusions 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 and assumptions may not be realized. As of March 31, 2021, the Company's goodwill balance was associated entirely with the EQM Opco reporting unit. During the three months ended March 31, 2021, no impairment indicators were identified that would indicate, in management's judgment, it is more likely than not that the fair value of the EQM Opco reporting unit was less than its carrying value. However, the EQM Opco reporting unit is susceptible to impairment risk from future adverse market or economic conditions and company-specific qualitative factors or other adverse factors such as unexpected future production curtailments by the Company's customers that have contracts with volumetric-based fees. Any such adverse changes in the future could reduce the underlying cash flows used to estimate fair value and could result in a decline in fair value that could trigger future impairment charges relating to the EQM Opco reporting unit. Long-lived Assets. As of March 31, 2020, the Company performed a recoverability test of the Hornet Midstream Holdings, LLC (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 (which consisted of gathering assets and customer-related intangible assets) was not recoverable under ASC 360, Impairment Testing: Long-Lived Assets Classified as Held and Used . 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. During the three months ended March 31, 2021, there were no events or changes in circumstance identified that would indicate, in management's judgment, that the carrying value of the Company's long-lived assets may not be recoverable. Equity Method Investment. During 2020, the MVP Joint Venture received certain adverse court rulings in the U.S. Fourth Circuit Court of Appeals as described in “Item 1. Legal Proceedings” of Part II of this Quarterly Report on Form 10-Q. As a result, the Company evaluated its equity method investment in the MVP Joint Venture for impairment during the fourth quarter of 2020 and determined that the fair value of the investment continued to exceed the carrying value and, therefore, no impairment was necessary. The Company estimated the fair value of its investment in the MVP Joint Venture using an income approach that primarily considered probability-weighted scenarios of discounted future net cash flows based on the most recent estimate of total project costs and revenues as of December 31, 2020. These scenarios reflected assumptions and judgments regarding various future court decisions and regulatory authorizations and the impact that those decisions and authorizations may have on the timing and extent of the Company’s investment, including scenarios assuming the full resolution of permitting issues. The Company’s analysis took into account, among other things, growth expectations from additional compression expansion opportunities. The Company generally used an after-tax discount rate of 5.5% in the analysis derived based on a market participant approach. Based on the Company’s expectations for the MVP Joint Venture's projects, and taking into account, among other things, regulatory considerations, public support for the MVP project by the Chairman of the U.S. Senate Committee on Energy and Natural Resources, and other publicly available information, the Company assigned higher probabilities for scenarios under which the Company received all required legal and regulatory approvals and authorizations and certain compression expansion opportunities are realized. A low probability was assigned to the scenario under which the project is cancelled. The Company evaluated its equity method investment in the MVP Joint Venture as of March 31, 2021, including the impact of recent legal and regulatory events, and determined that there was not an other-than-temporary decline in value. There is risk that the carrying value of the Company's investment in the MVP Joint Venture may be impaired in the future. There are ongoing legal and regulatory matters that must be resolved before each of the MVP and MVP Southgate projects can be completed. Assumptions and estimates utilized in assessing the Company’s investment in the MVP Joint Venture for impairment, including as of March 31, 2021, may change depending on the nature or timing of resolutions to these legal or regulatory matters or based on other relevant developments. Adverse changes in circumstances relevant to the likelihood of project completion could prompt the Company, in future assessments, to apply a lower probability of project completion. Such changes in assumptions or estimates (including probability) could have a material adverse effect on the fair value of the Company's investment in the MVP Joint Venture and potentially result in an impairment. |
Financial Information by Busine
Financial Information by Business Segment | 3 Months Ended |
Mar. 31, 2021 | |
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 of Gathering, Transmission and Water, which reflects the manner in which management evaluates the business for making operating decisions and assessing performance. Three Months Ended March 31, 2021 2020 (Thousands) Revenues from customers: Gathering $ 250,076 $ 310,047 Transmission 111,419 106,615 Water 18,501 36,451 Total operating revenues $ 379,996 $ 453,113 Operating income: Gathering (a) $ 139,854 $ 155,228 Transmission 81,488 78,434 Water 4,477 17,752 Headquarters (b) (239) (9,332) Total operating income $ 225,580 $ 242,082 Reconciliation of operating income to net income: Equity income (c) $ 3 $ 54,072 Other income (d) 7,599 4,163 Loss on extinguishment of debt 41,025 24,864 Net interest expense 95,144 66,754 Income tax expense 20,416 19,139 Net income $ 76,597 $ 189,560 (a) Impairments of long-lived assets of $55.6 million for the three months ended March 31, 2020 were included in Gathering operating income. See Note 3 for further information. (b) Includes transaction costs and other unallocated corporate expenses. (c) Equity income is included in the Transmission segment. (d) Includes unrealized gains on derivative instruments recorded in the Gathering segment. March 31, 2021 December 31, 2020 (Thousands) Segment assets: Gathering $ 7,729,872 $ 7,739,836 Transmission (a) 4,422,347 4,357,382 Water 174,803 185,802 Total operating segments 12,327,022 12,283,020 Headquarters, including cash 461,825 442,832 Total assets $ 12,788,847 $ 12,725,852 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. Three Months Ended March 31, 2021 2020 (Thousands) Depreciation: Gathering $ 46,547 $ 40,440 Transmission 13,800 13,558 Water 8,175 7,116 Headquarters 96 234 Total $ 68,618 $ 61,348 Expenditures for segment assets: Gathering (a) $ 48,113 $ 111,454 Transmission (b) 3,505 10,798 Water 4,807 3,476 Headquarters 1,157 1,876 Total (c) $ 57,582 $ 127,604 (a) Includes approximately $1.7 million and $12.5 million of capital expenditures related to the noncontrolling interest in Eureka Midstream Holdings, LLC (Eureka Midstream) for the three months ended March 31, 2021 and 2020, respectively. (b) Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of $10.7 million and $45.2 million for the three months ended March 31, 2021 and 2020, 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, transfers to/from inventory as assets are completed/assigned to a project and capitalized share-based compensation costs, was $3.7 million and $24.8 million for the three months ended March 31, 2021 and 2020, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with Customers For the three months ended March 31, 2021 and 2020, all revenues recognized on the Company's statements of consolidated comprehensive income are from contracts with customers. As of March 31, 2021 and December 31, 2020, all receivables recorded on the Company's consolidated balance sheets represented 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 March 31, 2021 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 148,192 $ 101,389 $ 1,844 $ 251,425 Volumetric-based fee revenues (b) 101,884 10,030 16,657 128,571 Total operating revenues $ 250,076 $ 111,419 $ 18,501 $ 379,996 Three Months Ended March 31, 2020 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 152,079 $ 99,597 $ 12,776 $ 264,452 Volumetric-based fee revenues 157,968 7,018 23,675 188,661 Total operating revenues $ 310,047 $ 106,615 $ 36,451 $ 453,113 (a) For the three months ended March 31, 2021, firm reservation fee revenues associated with Gathering and Water included approximately $3.2 million and $0.5 million, respectively, of MVC unbilled revenues. For the three months ended March 31, 2020, firm reservation fee revenues associated with Gathering and Water included approximately $6.3 million and $5.0 million, respectively, of MVC unbilled revenues. (b) For the three months ended March 31, 2021, volumetric-based fee revenues associated with Gathering included approximately $6.2 million of unbilled revenues. Contract assets. The Company recognizes contract assets primarily 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 well as certain other contractual commitments. 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 primarily 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 three months ended March 31, 2021 and 2020: Unbilled Revenue 2021 2020 (Thousands) Balance as of beginning of period $ 18,618 $ — Revenue recognized in excess of amounts invoiced (a) 10,188 11,305 Minimum volume commitments invoiced (b) (16,931) — Balance as of end of period $ 11,875 $ 11,305 (a) Primarily includes revenues associated with unbilled MVCs that are generally included in firm reservation fee revenues within the Gathering and Water segments, as described in the Summary of Disaggregated Revenues table above, and other contractual commitments of approximately $6.2 million. (b) Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer. Contract liabilities. As of March 31, 2021 and December 31, 2020, the Company's contract liabilities consisted 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 March 31, 2021 and December 31, 2020, the contract liabilities were 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 following table presents changes in the Company's contract liability balances during the three months ended March 31, 2021 and 2020: Contract Liability 2021 2020 (Thousands) Balance as of beginning of period $ 398,750 $ — Amounts recorded during the period (a) 72,019 173,005 Amounts transferred during the period (b) — — Balance as of end of period $ 470,769 $ 173,005 (a) Includes deferred billed revenue during the three months ended March 31, 2021 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 March 31, 2021 that the Company will invoice or transfer from contract liabilities and recognize in future periods. 2021 (a) 2022 2023 2024 2025 Thereafter Total (Thousands) Gathering firm reservation fees $ 119,725 $ 158,728 $ 158,635 $ 157,133 $ 149,626 $ 1,193,074 $ 1,936,921 Gathering revenues supported by MVCs 381,065 562,069 601,269 561,891 563,413 4,811,434 7,481,141 Transmission firm reservation fees 261,713 386,931 346,599 284,527 248,850 2,391,273 3,919,893 Water revenues supported by MVCs 1,500 35,000 60,000 60,000 60,000 85,000 301,500 Total (b) $ 764,003 $ 1,142,728 $ 1,166,503 $ 1,063,551 $ 1,021,889 $ 8,480,781 $ 13,639,455 (a) April 1, 2021 through December 31, 2021. (b) Includes assumptions regarding timing for placing certain projects in-service, including the MVP in summer 2022. Delays in the in-service dates for projects may substantially alter the remaining performance obligations for certain contracts with firm reservation fees and/or MVCs. See Note 12 to the consolidated financial statements for a discussion of the targeted timing of the in-service date of the MVP. 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 March 31, 2021. EQT Global GGA. On the EQT Global GGA Effective Date, the Company 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 the Company's 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 (as defined below) 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 Company applied judgment in determining the balance sheet classification of the elements of the EQT Global GGA and Share Purchase Agreements (defined below) under the applicable accounting guidance. 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 certain Henry Hub natural gas prices exceeding certain price thresholds. The Henry Hub cash bonus payment provision meets the definition of an embedded derivative that was required to 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. The gathering MVC fees payable by EQT 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, commencing on January 1, 2022 and continuing until the earlier of (i) the in-service of the MVP and (ii) December 31, 2022, EQT will have an option 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 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 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 existing water services agreements and new water services agreements if 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 will expire on the fifth anniversary of such date. During each year of the Water Services Letter Agreement, EQT agreed that fixed MVC fees payable to the Company for water services incurred on a volumetric basis, provided in accordance with existing agreements and new agreements entered into between the parties pursuant to the Water Services Letter Agreement (or the related agreements), will be equal to or greater than $60 million per year. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of March 31, 2021, EQT remained a related party of the Company due to its ownership of 25,296,026 shares of Equitrans Midstream common stock, which represented an approximately 5.8% ownership interest in the Company, excluding the impact of the Equitrans Midstream Preferred Shares. 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, entering into new or amending existing gathering agreements, transportation service and precedent agreements, storage agreements and water services agreements. The following table summarizes the Company's related party transactions. Three Months Ended March 31, 2021 2020 (Thousands) Operating revenues $ 224,957 $ 303,800 Equity income 3 54,072 Interest income from the preferred interest in EQT Energy Supply, LLC (the Preferred Interest) 1,469 1,539 Capital contributions to the MVP Joint Venture (10,723) (45,150) Principal payments received on the Preferred Interest 1,277 1,225 The following table summarizes the Company's related party receivables and payables. March 31, 2021 December 31, 2020 (Thousands) Accounts receivable $ 181,051 $ 199,674 Contract asset 500 2,207 Investment in unconsolidated entity 2,870,219 2,796,316 Preferred Interest 103,778 105,056 Capital contributions payable to the MVP Joint Venture 72,995 10,723 Credit Letter Agreement. On February 26, 2020, in connection with the execution of the EQT Global GGA, the Company 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 EQT, 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 Note 5 for further detail. Water Services Letter Agreement. See Note 5 for further detail. Share Purchase Agreements. See Note 5 for further detail. |
Investments in Unconsolidated E
Investments in Unconsolidated Entity | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entity | Investment in Unconsolidated EntityThe MVP Joint Venture is constructing the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline that will span from northern West Virginia to southern Virginia. The Company will operate the MVP and owned a 46.2% interest in the MVP project as of March 31, 2021. On November 4, 2019, Consolidated Edison, Inc. (Con Edison) exercised an option to cap its investment in the MVP project at approximately $530 million (excluding AFUDC). 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 targeted cost of approximately $6.2 billion (excluding AFUDC), the Company's equity ownership in the MVP project will progressively increase from approximately 46.2% to approximately 47.8%. 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 March 31, 2021. In March 2021, 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 $72.9 million, of which $14.6 million and $25.8 million was paid in April 2021 and May 2021, respectively, and $32.5 million is expected to be paid in June 2021. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of March 31, 2021. 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 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. As a result of EQM’s credit rating downgrades in the first quarter of 2020, EQM delivered 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 prior performance guarantees associated with the MVP and MVP Southgate projects were terminated. As of March 31, 2021, the letters of credit with respect to the MVP project and MVP Southgate project were in the amounts of approximately $231.2 million and $14.2 million, respectively. As of May 4, 2021, based on the targeted project cost, MVP Holdco's obligation to deliver a replacement letter of credit with respect to the MVP project was in the amount of approximately $273.1 million. 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 March 31, 2021, the Company's maximum financial statement exposure related to the MVP Joint Venture was approximately $3,043 million, which consisted of the investment in unconsolidated entity balance on the consolidated balance sheet as of March 31, 2021, net of capital contributions payable, and the letters of credit outstanding under the Amended EQM Credit Facility. As of May 4, 2021, in conjunction with MVP Holdco's obligation to deliver a replacement letter of credit with respect to the MVP project, the Company's maximum financial statement exposure related to the MVP Joint Venture was approximately $3,125 million. 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 March 31, 2021 December 31, 2020 (Thousands) Current assets $ 108,467 $ 146,054 Non-current assets 5,938,196 5,848,298 Total assets $ 6,046,663 $ 5,994,352 Current liabilities $ 185,003 $ 217,086 Equity 5,861,660 5,777,266 Total liabilities and equity $ 6,046,663 $ 5,994,352 Condensed Statements of Consolidated Operations Three Months Ended March 31, 2021 2020 (Thousands) Environmental remediation reserve $ — $ (265) Other income 6 231 Net interest income — 35,326 AFUDC — equity — 82,428 Net income $ 6 $ 117,720 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
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). On March 3, 2020, EQM drew $650.0 million under the 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 all of the 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 extinguishment of debt line on the statements of consolidated comprehensive income. On September 29, 2020, the Company made a prepayment to EQM of all principal, interest, fees and other obligations outstanding under the senior unsecured term loan agreement and terminated the agreement. During the period from January 1, 2020 to March 3, 2020, the weighted average annual interest rate was approximately 6.2%. 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 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 during the period from January 1, 2020 to March 3, 2020. Commitment fees paid to maintain credit availability under the Equitrans Midstream Credit Facility were approximately $0.1 million for the period from January 1, 2020 to March 3, 2020. Amended EQM Revolving Credit Facility. On October 31, 2018, EQM amended and restated its unsecured revolving credit facility to increase the borrowing capacity from $1 billion to $3 billion and extend the term to October 2023 (the EQM Credit Facility). On March 30, 2020, EQM entered into an amendment to the EQM Credit Facility (as amended, the Amended EQM Credit Facility) which, among other things, amended certain defined terms and negative covenants in the EQM Credit Facility. The Amended EQM Credit Facility is available for general partnership purposes, including to purchase assets, to make investments, 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. The Company’s obligations in respect of the revolving borrowings made under the Amended EQM Credit Facility are unsecured. As of March 31, 2021, 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. As of each of March 31, 2021 and December 31, 2020, EQM had approximately $485 million of borrowings and $246 million of letters of credit outstanding under the Amended EQM Credit Facility. During the three months ended March 31, 2021, the maximum outstanding borrowing at any time was approximately $525 million and the average daily balance was approximately $489 million. EQM incurred interest at a weighted average annual interest rate of approximately 2.5% for the three months ended March 31, 2021. During the three months ended March 31, 2020, the maximum outstanding borrowing at any time was approximately $1,560 million, the average daily balance was approximately $1,027 million, and the weighted average annual interest rate was approximately 3.2%. For the three months ended March 31, 2021 and 2020, commitment fees of $2.3 million and $1.2 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. See Note 12 for discussion of the Second Amendment (as defined in Note 12) to the Amended EQM Credit Facility. Amended 2019 EQM Term Loan Agreement. 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. On March 30, 2020, EQM entered into an amendment to the 2019 EQM Term Loan Agreement (as amended, the Amended 2019 EQM Term Loan Agreement) which, among other things, amended certain defined terms and negative covenants in the 2019 EQM Term Loan Agreement. On January 8, 2021, EQM (i) applied a portion of the proceeds from the issuance of the 2021 Senior Notes (defined below) to prepay all principal, interest, fees and other obligations outstanding under the Amended 2019 EQM Term Loan Agreement and (ii) terminated the Amended 2019 EQM Term Loan Agreement and the loan documents associated therewith. EQM repaid outstanding loans with a principal amount of $1.4 billion in connection with the termination of the Amended 2019 EQM Term Loan Agreement. Prior to its termination in January 2021, the Amended 2019 EQM Term Loan Agreement would have matured in August 2022. During the period from January 1, 2021 through January 7, 2021, and during the three months ended March 31, 2020, the weighted average annual interest rates were approximately 2.4% and 3.2%, respectively. 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 of total commitments. As of March 31, 2021 and December 31, 2020, Eureka had approximately $310 million and $303 million, respectively, of borrowings outstanding under the Eureka Credit Facility. For the three months ended March 31, 2021, the maximum amount of outstanding borrowings under the Eureka Credit Facility at any time was approximately $310 million, the average daily balance was approximately $305 million, and Eureka incurred interest at a weighted average annual interest rate of approximately 2.4%. For the three months ended March 31, 2020, the maximum amount of outstanding borrowings under the Eureka Credit Facility at any time was approximately $293 million, the average daily balance was approximately $293 million and Eureka incurred interest at a weighted average annual interest rate of approximately 3.9%. For the three months ended March 31, 2021 and 2020, commitment fees of $0.1 million and $0.2 million, respectively, were paid to maintain credit availability under the Eureka Credit Facility. 2021 Senior Notes. During the first quarter of 2021, EQM issued, in a private offering, $800 million aggregate principal amount of new 4.50% senior notes due 2029 (the 2029 Notes) and $1,100 million aggregate principal amount of new 4.75% senior notes due 2031 (the 2031 Notes and, together with the 2029 Notes, the 2021 Senior Notes) and received net proceeds from the offering of approximately $1,876.5 million (excluding costs related to the Tender Offers discussed below), inclusive of a discount of $19 million and debt issuance costs of $4.5 million. EQM used the net proceeds from the offering of the 2021 Senior Notes and cash on hand to repay all outstanding borrowings under the Amended 2019 EQM Term Loan Agreement, to purchase an aggregate principal amount of $500 million of its outstanding 4.75% notes due 2023 (2023 Notes) pursuant to tender offers for certain of EQM's outstanding indebtedness (such tender offers, the Tender Offers), and for general partnership purposes. The 2021 Senior Notes were issued under and are governed by an indenture, dated January 8, 2021 (the 2021 Indenture), between EQM and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2021 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. The 2029 Notes will mature on January 15, 2029 and interest on the 2029 Notes is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2021. The 2031 Notes will mature on January 15, 2031 and interest on the 2031 Notes is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2021. The 2021 Senior Notes are unsecured and rank equally with all of EQM’s existing and future senior obligations. The 2021 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 2021 Senior Notes. The 2021 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 2021 Senior Notes in the future. EQM may, at its option, redeem some or all of the 2029 Notes and the 2031 Notes, in whole or in part, at any time prior to their maturity at the applicable redemption price as set forth in the 2021 Indenture. Upon the occurrence of a Change of Control Triggering Event (as defined in the 2021 Indenture), EQM may be required to offer to purchase the 2021 Senior Notes at a purchase price equal to 101% of the aggregate principal amount of the 2021 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The 2021 Indenture contains certain events of default, including the following: (1) default in the payment of interest on such 2021 Senior Notes when due that continues for 30 days; (2) default in the payment of principal of or premium, if any, on any such 2021 Senior Notes when due, whether at its stated maturity, upon redemption or otherwise; (3) failure by EQM or any subsidiary guarantor, if any, to comply for 90 days with the other agreements with respect to such 2021 Senior Notes contained in the 2021 Indenture after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding 2021 Senior Notes of such series; (4) certain events of bankruptcy, insolvency or reorganization of EQM or any subsidiary guarantor, if any, that is one of EQM’s Significant Subsidiaries (as defined in the 2021 Indenture); and (5) if such 2021 Senior Notes are guaranteed by a subsidiary guarantor that is one of EQM’s Significant Subsidiaries, (a) the guarantee of that subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the 2021 Indenture; (b) the guarantee of that subsidiary guarantor is declared null and void in a judicial proceeding; or (c) that subsidiary guarantor denies or disaffirms its obligations under the 2021 Indenture or its guarantee. If an event of default occurs and is continuing with respect to any of the 2021 Senior Notes, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2021 Senior Notes of such series may declare the 2021 Senior Notes of such series to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest on such 2021 Senior Notes will be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, all outstanding 2021 Senior Notes will become due and payable immediately without further action or notice on the part of the trustee or any holders of the 2021 Senior Notes. Tender Offers. On January 15, 2021 (the early tender deadline), the maximum principal amount for the Tender Offers was fully subscribed by the 2023 Notes tendered as of the early tender deadline and on January 20, 2021, EQM purchased an aggregate principal amount of $500 million of 2023 Notes at an aggregate cost of approximately $537 million (inclusive of the applicable early tender premium for the 2023 Notes described in that certain Offer to Purchase of EQM dated January 4, 2021, as amended, plus accrued interest). The Company incurred a loss on the extinguishment of debt of $41.0 million during the three months ended March 31, 2021 related to the payment of the Tender Offer premium and write off of unamortized discounts and financing costs related to the prepayment of the EQM Term Loans under, and termination of, the Amended 2019 EQM Term Loan Agreement and purchase of 2023 Notes in the Tender Offers. This amount is included in the loss on extinguishment of debt line on the statements of consolidated comprehensive income. As of March 31, 2021, EQM and Eureka were in compliance with all debt provisions and covenants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
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 5, 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, the targeted in-service date of the MVP, risk-free interest rates based on U.S. Treasury rates, expected volatility of NYMEX Henry Hub natural gas futures prices and an estimated credit spread of EQT. The expected volatility of NYMEX Henry Hub natural gas 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. An expected average volatility of approximately 31% was utilized in the valuation model, which is based on market-quoted volatilities of relevant NYMEX Henry Hub natural gas forward prices. As of March 31, 2021 and December 31, 2020, the fair value of the Henry Hub cash bonus payment provision was $75.1 million and $68.0 million, respectively, which was recorded in other assets on the Company's consolidated balance sheets. During the three months ended March 31, 2021 and 2020, the Company recognized gains of $7.1 million and $4.2 million, respectively, representing the change in estimated fair value of the derivative instrument during the respective periods. The gains are 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 (before its termination) 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. As of March 31, 2021 and December 31, 2020, the estimated fair values of EQM's senior notes were approximately $6,681 million and $5,495 million, respectively, and the carrying values of EQM's senior notes were approximately $6,427 million and $5,046 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 March 31, 2021 and December 31, 2020, the estimated fair values of the Preferred Interest were approximately $120 million and $127 million, respectively, and the carrying values of the Preferred Interest were approximately $104 million and $105 million, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of the basic and diluted earnings per share attributable to Equitrans Midstream common shareholders for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Basic Diluted Basic Diluted (In thousands, except per share data) Net income $ 76,597 $ 76,597 $ 189,560 $ 189,560 Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) 3,914 3,914 94,327 94,327 Less: EQM Series A Preferred Units interest in net income — — 25,501 25,501 Less: Preferred dividends 14,628 14,628 — — Net income attributable to Equitrans Midstream common shareholders $ 58,055 $ 58,055 $ 69,732 $ 69,732 Basic weighted average common shares outstanding 432,983 432,983 248,591 248,591 Dilutive securities (a) — 175 — — Diluted weighted average common shares outstanding 432,983 433,158 248,591 248,591 Earnings per share of common stock attributable to Equitrans Midstream common shareholders $ 0.13 $ 0.13 $ 0.28 $ 0.28 (a) For the three months ended March 31, 2021, the Company excluded 30,076 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards. For the three months ended March 31, 2020, the Company excluded EQM’s anti-dilutive securities related to the EQM Series A Preferred Units and 522 (in thousands) of weighted average anti-dilutive securities related to stock-based compensation awards. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company's effective tax rate was 21.0% for the three months ended March 31, 2021, compared to 9.2% for the three months ended March 31, 2020. For the three months ended March 31, 2021 and 2020, the Company calculated the provision for income taxes for interim periods by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (pre-tax income or loss excluding unusual or infrequently occurring items) for the periods. The effective tax rate was higher for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily due to the decrease in net income attributable to noncontrolling interests as a result of the EQM Merger and related effect on the Company's estimated annual effective tax rate for the three months ended March 31, 2021. The effective tax rate for the three months ended March 31, 2021 was lower than the statutory rate primarily due to the impact of AFUDC - equity on the MVP project and because the Company does not record income tax expense on the portion of its income attributable to the noncontrolling member of Eureka Midstream. The effective tax rate for the three months ended March 31, 2020 was lower than the statutory rate because the Company did not record income tax expense on the portion of its income attributable to the noncontrolling limited partners of EQM for the periods prior to the closing of the EQM Merger, did not record income tax expense on the portion of its income attributable to the noncontrolling member of Eureka Midstream and due to the impact of AFUDC - equity on the MVP project. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events EQM Credit Facility. On April 16, 2021 (the Amendment Date), EQM entered into an amendment (the Second Amendment) to the Amended EQM Credit Facility. The Second Amendment amended, among other things: • certain defined terms, including: • the definition of “Applicable Rate” in the Amended EQM Credit Facility such that: (i) Base Rate Loans (as defined in the Amended EQM Credit Facility, as amended by the Second Amendment) bear interest at a base rate plus a margin of 0.125% to 2.000% determined on the basis of EQM’s then-current credit ratings and (ii) Eurodollar Rate Loans (as defined in the Amended EQM Credit Facility, as amended by the Second Amendment) bear interest at a Eurodollar Rate (as defined in the Amended EQM Credit Facility, as amended by the Second Amendment) plus a margin of 1.125% to 3.000% also determined on the basis of EQM’s then-current credit ratings; and • the definition of “Qualified Project” in the Amended EQM Credit Facility and certain related definitions, which, collectively, have the effect of removing the designation of the MVP project and the Hammerhead project as Qualified Projects on a go-forward basis after March 31, 2021 under the Amended EQM Credit Facility, as amended by the Second Amendment, and eliminating certain addbacks to Consolidated EBITDA (as defined in the Amended EQM Credit Facility, as amended by the Second Amendment) that previously were available in connection with the MVP project and the Hammerhead project; and • the financial covenant under the Amended EQM Credit Facility, pursuant to which, except for certain measurement periods following the consummation of certain acquisitions during which the Consolidated Leverage Ratio (as defined in the Amended EQM Credit Facility, as amended by the Second Amendment) cannot exceed the greater of 5.50 to 1.00 or the maximum ratio otherwise permitted under the Amended EQM Credit Facility, as amended by the Second Amendment, for the applicable period, the Consolidated Leverage Ratio cannot exceed, (i) for each fiscal quarter ending on and after June 30, 2021 and on or prior to September 30, 2022, 5.95 to 1.00, (ii) for the fiscal quarter ending on December 31, 2022, 5.25 to 1.00, and (iii) for each fiscal quarter ending after December 31, 2022, 5.00 to 1.00. The Second Amendment also reduced the aggregate commitments available under the Amended EQM Credit Facility, as amended by the Second Amendment, to $2.25 billion, and the commitment of each lender thereunder was reduced accordingly on a pro rata basis. |
Financial Statements (Policies)
Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 its consolidated subsidiaries for all periods presented, unless otherwise indicated. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (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 March 31, 2021, the results of its operations and equity for the three months ended March 31, 2021 and 2020 and its cash flows for the three months ended March 31, 2021 and 2020. The consolidated balance sheet at December 31, 2020 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, 2020, which includes all disclosures required by GAAP. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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 and the Eureka Credit Facility (each as defined in Note 8), 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 was effective immediately but is only available through December 31, 2022. The Company is currently evaluating the potential impact of this standard on its financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted for fiscal years beginning after December 15, 2020. Adoption of the guidance must commence at the beginning of the annual fiscal year. The Company is currently evaluating the potential impact of this standard on its financial statements. |
Financial Information by Busi_2
Financial Information by Business Segment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income | Three Months Ended March 31, 2021 2020 (Thousands) Revenues from customers: Gathering $ 250,076 $ 310,047 Transmission 111,419 106,615 Water 18,501 36,451 Total operating revenues $ 379,996 $ 453,113 Operating income: Gathering (a) $ 139,854 $ 155,228 Transmission 81,488 78,434 Water 4,477 17,752 Headquarters (b) (239) (9,332) Total operating income $ 225,580 $ 242,082 Reconciliation of operating income to net income: Equity income (c) $ 3 $ 54,072 Other income (d) 7,599 4,163 Loss on extinguishment of debt 41,025 24,864 Net interest expense 95,144 66,754 Income tax expense 20,416 19,139 Net income $ 76,597 $ 189,560 (a) Impairments of long-lived assets of $55.6 million for the three months ended March 31, 2020 were included in Gathering operating income. See Note 3 for further information. (b) Includes transaction costs and other unallocated corporate expenses. (c) Equity income is included in the Transmission segment. (d) Includes unrealized gains on derivative instruments recorded in the Gathering segment. |
Schedule of Segment Assets | March 31, 2021 December 31, 2020 (Thousands) Segment assets: Gathering $ 7,729,872 $ 7,739,836 Transmission (a) 4,422,347 4,357,382 Water 174,803 185,802 Total operating segments 12,327,022 12,283,020 Headquarters, including cash 461,825 442,832 Total assets $ 12,788,847 $ 12,725,852 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. |
Schedule of Depreciation and Amortization and Expenditures for Segment Assets | Three Months Ended March 31, 2021 2020 (Thousands) Depreciation: Gathering $ 46,547 $ 40,440 Transmission 13,800 13,558 Water 8,175 7,116 Headquarters 96 234 Total $ 68,618 $ 61,348 Expenditures for segment assets: Gathering (a) $ 48,113 $ 111,454 Transmission (b) 3,505 10,798 Water 4,807 3,476 Headquarters 1,157 1,876 Total (c) $ 57,582 $ 127,604 (a) Includes approximately $1.7 million and $12.5 million of capital expenditures related to the noncontrolling interest in Eureka Midstream Holdings, LLC (Eureka Midstream) for the three months ended March 31, 2021 and 2020, respectively. (b) Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of $10.7 million and $45.2 million for the three months ended March 31, 2021 and 2020, 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, transfers to/from inventory as assets are completed/assigned to a project and capitalized share-based compensation costs, was $3.7 million and $24.8 million for the three months ended March 31, 2021 and 2020, respectively. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 148,192 $ 101,389 $ 1,844 $ 251,425 Volumetric-based fee revenues (b) 101,884 10,030 16,657 128,571 Total operating revenues $ 250,076 $ 111,419 $ 18,501 $ 379,996 Three Months Ended March 31, 2020 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 152,079 $ 99,597 $ 12,776 $ 264,452 Volumetric-based fee revenues 157,968 7,018 23,675 188,661 Total operating revenues $ 310,047 $ 106,615 $ 36,451 $ 453,113 (a) For the three months ended March 31, 2021, firm reservation fee revenues associated with Gathering and Water included approximately $3.2 million and $0.5 million, respectively, of MVC unbilled revenues. For the three months ended March 31, 2020, firm reservation fee revenues associated with Gathering and Water included approximately $6.3 million and $5.0 million, respectively, of MVC unbilled revenues. |
Contract with Customer, Asset and Liability | The following table presents changes in the Company's unbilled revenue balance during the three months ended March 31, 2021 and 2020: Unbilled Revenue 2021 2020 (Thousands) Balance as of beginning of period $ 18,618 $ — Revenue recognized in excess of amounts invoiced (a) 10,188 11,305 Minimum volume commitments invoiced (b) (16,931) — Balance as of end of period $ 11,875 $ 11,305 (a) Primarily includes revenues associated with unbilled MVCs that are generally included in firm reservation fee revenues within the Gathering and Water segments, as described in the Summary of Disaggregated Revenues table above, and other contractual commitments of approximately $6.2 million. (b) 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 contract liability balances during the three months ended March 31, 2021 and 2020: Contract Liability 2021 2020 (Thousands) Balance as of beginning of period $ 398,750 $ — Amounts recorded during the period (a) 72,019 173,005 Amounts transferred during the period (b) — — Balance as of end of period $ 470,769 $ 173,005 (a) Includes deferred billed revenue during the three months ended March 31, 2021 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 March 31, 2021 that the Company will invoice or transfer from contract liabilities and recognize in future periods. 2021 (a) 2022 2023 2024 2025 Thereafter Total (Thousands) Gathering firm reservation fees $ 119,725 $ 158,728 $ 158,635 $ 157,133 $ 149,626 $ 1,193,074 $ 1,936,921 Gathering revenues supported by MVCs 381,065 562,069 601,269 561,891 563,413 4,811,434 7,481,141 Transmission firm reservation fees 261,713 386,931 346,599 284,527 248,850 2,391,273 3,919,893 Water revenues supported by MVCs 1,500 35,000 60,000 60,000 60,000 85,000 301,500 Total (b) $ 764,003 $ 1,142,728 $ 1,166,503 $ 1,063,551 $ 1,021,889 $ 8,480,781 $ 13,639,455 (a) April 1, 2021 through December 31, 2021. (b) Includes assumptions regarding timing for placing certain projects in-service, including the MVP in summer 2022. Delays in the in-service dates for projects may substantially alter the remaining performance obligations for certain contracts with firm reservation fees and/or MVCs. See Note 12 to the consolidated financial statements for a discussion of the targeted timing of the in-service date of the MVP. |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the Company's related party transactions. Three Months Ended March 31, 2021 2020 (Thousands) Operating revenues $ 224,957 $ 303,800 Equity income 3 54,072 Interest income from the preferred interest in EQT Energy Supply, LLC (the Preferred Interest) 1,469 1,539 Capital contributions to the MVP Joint Venture (10,723) (45,150) Principal payments received on the Preferred Interest 1,277 1,225 The following table summarizes the Company's related party receivables and payables. March 31, 2021 December 31, 2020 (Thousands) Accounts receivable $ 181,051 $ 199,674 Contract asset 500 2,207 Investment in unconsolidated entity 2,870,219 2,796,316 Preferred Interest 103,778 105,056 Capital contributions payable to the MVP Joint Venture 72,995 10,723 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 December 31, 2020 (Thousands) Current assets $ 108,467 $ 146,054 Non-current assets 5,938,196 5,848,298 Total assets $ 6,046,663 $ 5,994,352 Current liabilities $ 185,003 $ 217,086 Equity 5,861,660 5,777,266 Total liabilities and equity $ 6,046,663 $ 5,994,352 Condensed Statements of Consolidated Operations Three Months Ended March 31, 2021 2020 (Thousands) Environmental remediation reserve $ — $ (265) Other income 6 231 Net interest income — 35,326 AFUDC — equity — 82,428 Net income $ 6 $ 117,720 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted earnings per share attributable to Equitrans Midstream common shareholders for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Basic Diluted Basic Diluted (In thousands, except per share data) Net income $ 76,597 $ 76,597 $ 189,560 $ 189,560 Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) 3,914 3,914 94,327 94,327 Less: EQM Series A Preferred Units interest in net income — — 25,501 25,501 Less: Preferred dividends 14,628 14,628 — — Net income attributable to Equitrans Midstream common shareholders $ 58,055 $ 58,055 $ 69,732 $ 69,732 Basic weighted average common shares outstanding 432,983 432,983 248,591 248,591 Dilutive securities (a) — 175 — — Diluted weighted average common shares outstanding 432,983 433,158 248,591 248,591 Earnings per share of common stock attributable to Equitrans Midstream common shareholders $ 0.13 $ 0.13 $ 0.28 $ 0.28 (a) For the three months ended March 31, 2021, the Company excluded 30,076 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards. For the three months ended March 31, 2020, the Company excluded EQM’s anti-dilutive securities related to the EQM Series A Preferred Units and 522 (in thousands) of weighted average anti-dilutive securities related to stock-based compensation awards. |
Investments in Consolidated, _2
Investments in Consolidated, Non-Wholly-Owed Entities (Details) $ / shares in Units, $ in Millions | Jun. 17, 2020USD ($) | Feb. 26, 2020USD ($)day$ / sharesshares | Mar. 13, 2019 | Mar. 31, 2021USD ($) | Dec. 31, 2020 | Jun. 18, 2020 |
Class of Stock | ||||||
Convertible units | $ | $ 20 | |||||
Trading price threshold (in usd per share) | $ / 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% | |||||
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 | ||||||
Merger related cost | $ | $ 11.4 | |||||
Series A Preferred Units | EQM Merger | ||||||
Class of Stock | ||||||
Redemptions | $ | $ 600 | |||||
Purchase price (in usd per share) | $ / shares | $ 48.77 | |||||
Redemption percentage rate | 1.01 | 1.01 | ||||
Preferred Stock | EQM Merger | ||||||
Class of Stock | ||||||
Redemption percentage rate | 2.44 | 2.44 | ||||
EQM | Public Owned | ||||||
Class of Stock | ||||||
Limited partner ownership interest | 40.10% | |||||
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% |
Impairments of Long-Lived Ass_2
Impairments of Long-Lived Assets - Narrative (Details) $ in Millions | Feb. 26, 2020segmentreportingUnit | Feb. 25, 2020segmentreportingUnit | Mar. 31, 2021segment | Mar. 31, 2020USD ($) |
Property, Plant and Equipment | ||||
Number of operating segments | segment | 3 | 3 | 3 | |
Number of reporting units | reportingUnit | 6 | 7 | ||
Gathering | ||||
Property, Plant and Equipment | ||||
Impairment of property and equipment | $ 37.9 | |||
Impairment of intangible assets | $ 17.7 |
Financial Information by Busi_3
Financial Information by Business Segment - Narrative (Details) | Feb. 26, 2020segment | Feb. 25, 2020segment | Mar. 31, 2021linesOfBusinesssegment |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 3 | 3 | 3 |
Number of lines of business | linesOfBusiness | 3 |
Financial Information by Busi_4
Financial Information by Business Segment - Schedule of Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenues from customers: | |||
Operating revenues | [1] | $ 379,996 | $ 453,113 |
Operating income: | |||
Total operating income | 225,580 | 242,082 | |
Reconciliation of operating income to net income: | |||
Equity income | [2] | 3 | 54,072 |
Other Nonoperating Income | [3] | 7,599 | 4,163 |
Loss on extinguishment of debt | [4] | 41,025 | 24,864 |
Net interest expense | [1] | 95,144 | 66,754 |
Income tax expense | 20,416 | 19,139 | |
Net income | 76,597 | 189,560 | |
Impairment of long-lived assets | [5] | 0 | 55,581 |
Gathering | |||
Revenues from customers: | |||
Operating revenues | 250,076 | 310,047 | |
Transmission | |||
Revenues from customers: | |||
Operating revenues | 111,419 | 106,615 | |
Water | |||
Revenues from customers: | |||
Operating revenues | 18,501 | 36,451 | |
Operating segments | Gathering | |||
Revenues from customers: | |||
Operating revenues | 250,076 | 310,047 | |
Operating income: | |||
Total operating income | 139,854 | 155,228 | |
Reconciliation of operating income to net income: | |||
Impairment of long-lived assets | 55,600 | ||
Operating segments | Transmission | |||
Revenues from customers: | |||
Operating revenues | 111,419 | 106,615 | |
Operating income: | |||
Total operating income | 81,488 | 78,434 | |
Operating segments | Water | |||
Revenues from customers: | |||
Operating revenues | 18,501 | 36,451 | |
Operating income: | |||
Total operating income | 4,477 | 17,752 | |
Headquarters | |||
Operating income: | |||
Total operating income | $ (239) | $ (9,332) | |
[1] | Includes related party activity with EQT Corporation (EQT). See Note 6. | ||
[2] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 7. | ||
[3] | See Note 9 for disclosures regarding derivative instruments. | ||
[4] | See Note 8 for disclosure regarding loss on extinguishment of debt. | ||
[5] | See Note 3 for disclosure regarding impairments of long-lived assets. |
Financial Information by Busi_5
Financial Information by Business Segment - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Long-Lived Assets | ||
Total assets | $ 12,788,847 | $ 12,725,852 |
Operating segments | ||
Long-Lived Assets | ||
Total assets | 12,327,022 | 12,283,020 |
Operating segments | Gathering | ||
Long-Lived Assets | ||
Total assets | 7,729,872 | 7,739,836 |
Operating segments | Transmission | ||
Long-Lived Assets | ||
Total assets | 4,422,347 | 4,357,382 |
Operating segments | Water | ||
Long-Lived Assets | ||
Total assets | 174,803 | 185,802 |
Headquarters | ||
Long-Lived Assets | ||
Total assets | $ 461,825 | $ 442,832 |
Financial Information by Busi_6
Financial Information by Business Segment - Depreciation and Capital Expenditures for Segment Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Information | ||
Depreciation | $ 68,618 | $ 61,348 |
Capital expenditures for segment assets | 57,582 | 127,604 |
Capitalized share-based compensation cost | 3,700 | 24,800 |
Operating segments | Gathering | ||
Segment Information | ||
Depreciation | 46,547 | 40,440 |
Capital expenditures for segment assets | 48,113 | 111,454 |
Operating segments | Gathering | Eureka Midstream Holdings, LLC | ||
Segment Information | ||
Capital expenditures for segment assets | 1,700 | 12,500 |
Operating segments | Transmission | ||
Segment Information | ||
Depreciation | 13,800 | 13,558 |
Capital expenditures for segment assets | 3,505 | 10,798 |
Operating segments | Transmission | MVP Southgate Project | ||
Segment Information | ||
Capital expenditures for segment assets | 10,700 | 45,200 |
Operating segments | Water | ||
Segment Information | ||
Depreciation | 8,175 | 7,116 |
Capital expenditures for segment assets | 4,807 | 3,476 |
Headquarters | ||
Segment Information | ||
Depreciation | 96 | 234 |
Capital expenditures for segment assets | $ 1,157 | $ 1,876 |
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 | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Disaggregation of Revenue | |||
Operating revenues | [1] | $ 379,996 | $ 453,113 |
Firm reservation fee revenues (a) | |||
Disaggregation of Revenue | |||
Operating revenues | 251,425 | 264,452 | |
Volumetric-based fee revenues (b) | |||
Disaggregation of Revenue | |||
Operating revenues | 128,571 | 188,661 | |
Gathering | |||
Disaggregation of Revenue | |||
Operating revenues | 250,076 | 310,047 | |
Gathering | MVC | |||
Disaggregation of Revenue | |||
Operating revenues | 3,200 | 6,300 | |
Gathering | Firm reservation fee revenues (a) | |||
Disaggregation of Revenue | |||
Operating revenues | 148,192 | 152,079 | |
Gathering | Volumetric-based fee revenues (b) | |||
Disaggregation of Revenue | |||
Operating revenues | 101,884 | 157,968 | |
Gathering | Volumetric-based fee revenues (b) | MVC | |||
Disaggregation of Revenue | |||
Operating revenues | 6,200 | ||
Transmission | |||
Disaggregation of Revenue | |||
Operating revenues | 111,419 | 106,615 | |
Transmission | Firm reservation fee revenues (a) | |||
Disaggregation of Revenue | |||
Operating revenues | 101,389 | 99,597 | |
Transmission | Volumetric-based fee revenues (b) | |||
Disaggregation of Revenue | |||
Operating revenues | 10,030 | 7,018 | |
Water | |||
Disaggregation of Revenue | |||
Operating revenues | 18,501 | 36,451 | |
Water | MVC | |||
Disaggregation of Revenue | |||
Operating revenues | 500 | 5,000 | |
Water | Firm reservation fee revenues (a) | |||
Disaggregation of Revenue | |||
Operating revenues | 1,844 | 12,776 | |
Water | Volumetric-based fee revenues (b) | |||
Disaggregation of Revenue | |||
Operating revenues | $ 16,657 | $ 23,675 | |
[1] | Includes related party activity with EQT Corporation (EQT). See Note 6. |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Unbilled Revenue Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue | ||
Balance as of beginning of period | $ 18,618 | $ 0 |
Revenue recognized in excess of amounts invoiced | 10,188 | 11,305 |
Minimum volume commitments invoiced | (16,931) | 0 |
Balance as of end of period | 11,875 | $ 11,305 |
Gathering revenues supported by MVCs | ||
Disaggregation of Revenue | ||
Revenue recognized in excess of amounts invoiced | $ 6,200 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Deferred Revenue Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Balance as of beginning of period | $ 398,750 | $ 0 |
Amounts recorded during the period | 72,019 | 173,005 |
Amounts transferred during the period | 0 | 0 |
Balance as of end of period | 470,769 | 173,005 |
Contract liability | $ 0 | $ 128,314 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 13,639,455 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 764,003 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 1,142,728 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 1,166,503 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 1,063,551 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 1,021,889 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 8,480,781 |
Transmission firm reservation fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | 3,919,893 |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 261,713 |
Remaining performance obligations, expected timing | 9 months |
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 | $ 386,931 |
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 | $ 346,599 |
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 | $ 284,527 |
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 | $ 248,850 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 2,391,273 |
Remaining performance obligations, expected timing | |
Water revenues supported by MVCs | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 301,500 |
Water revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 1,500 |
Remaining performance obligations, expected timing | 9 months |
Water revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 35,000 |
Remaining performance obligations, expected timing | 1 year |
Water revenues supported by MVCs | 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 revenues supported by MVCs | 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 revenues supported by MVCs | 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 | 1 year |
Water revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 85,000 |
Remaining performance obligations, expected timing | |
Gathering firm reservation fees | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 1,936,921 |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 119,725 |
Remaining performance obligations, expected timing | 9 months |
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 | $ 158,728 |
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 | $ 158,635 |
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 | $ 157,133 |
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 | $ 149,626 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 1,193,074 |
Remaining performance obligations, expected timing | |
Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 7,481,141 |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 381,065 |
Remaining performance obligations, expected timing | 9 months |
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 | $ 562,069 |
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 | $ 601,269 |
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 | $ 561,891 |
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 | $ 563,413 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Total | $ 4,811,434 |
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, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
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 | $ 470,769 | $ 398,750 | $ 173,005 | $ 0 | |
Deferred tax liability | $ 17,200 | |||||
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 | |||||
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 firm reservation fees | ||||||
Disaggregation of Revenue | ||||||
Weighted average remaining term | 14 years |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 26, 2020 |
Related Party Transaction | |||
Shares owned (in shares) | 432,498,000 | 432,470,000 | |
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) | 25,296,026 | ||
Ownership interest | 5.80% |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Related Party Transaction | |||
Equity income | [1] | $ 3 | $ 54,072 |
Interest income from the preferred interest in EQT Energy Supply, LLC (the Preferred Interest) | (1,469) | (1,539) | |
Capital contributions to the MVP Joint Venture | 10,723 | 45,150 | |
Principal payments received on the Preferred Interest | 1,277 | 1,225 | |
EQT Corporation and Subsidiaries | |||
Related Party Transaction | |||
Operating revenues | $ 224,957 | $ 303,800 | |
[1] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 7. |
Related Party Transactions - _2
Related Party Transactions - Summary of Due To (From) Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Accounts receivable | $ 181,051 | $ 199,674 |
Contract asset | 500 | 2,207 |
Investment in unconsolidated entity | 2,870,219 | 2,796,316 |
Preferred Interest | 103,778 | 105,056 |
Capital contributions payable to the MVP Joint Venture | $ 72,995 | $ 10,723 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entity - Narrative (Details) $ in Thousands | Nov. 04, 2019USD ($) | Jun. 30, 2021USD ($) | May 31, 2021USD ($) | Apr. 30, 2021USD ($) | Mar. 31, 2021USD ($)mi | Mar. 31, 2021USD ($)mi | Mar. 31, 2020USD ($) | Dec. 31, 2021 | May 04, 2021USD ($) | Dec. 31, 2020 | Apr. 30, 2018mi |
Schedule of Equity Method Investments | |||||||||||
Capital contributions to the MVP Joint Venture | $ 10,723 | $ 45,150 | |||||||||
Con Edison | Maximum | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Investment cap | $ 530,000 | ||||||||||
MVP Joint Venture | Beneficial Owner | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Percentage of ownership interest | 66.67% | ||||||||||
MVP Southgate Project | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Letter of credit outstanding | $ 14,200 | $ 14,200 | 14,200 | ||||||||
MVP Project | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Letter of credit outstanding | 231,200 | 231,200 | $ 220,200 | ||||||||
MVP Project | Subsequent Event | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Letter of credit outstanding | $ 273,100 | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Capital contributions to the MVP Joint Venture | $ 6,200,000 | ||||||||||
Maximum financial statement exposure | $ 3,043,000 | $ 3,043,000 | |||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Subsequent Event | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Maximum financial statement exposure | $ 3,125,000 | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | EQM | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Ownership interest | 46.20% | 46.20% | |||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | EQM | Scenario, Forecast | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Ownership interest | 47.80% | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Ownership interest | 47.20% | 47.20% | |||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Project | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Capital contribution payable to MVP Joint Venture | $ 72,900 | ||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Holdco Project | Subsequent Event | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Capital contributions to the MVP Joint Venture | $ 32,500 | $ 25,800 | $ 14,600 | ||||||||
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% | ||||||||||
MVP Southgate Project | |||||||||||
Schedule of Equity Method Investments | |||||||||||
Length of pipeline (in miles) | mi | 75 |
Investments in Unconsolidated_4
Investments in Unconsolidated Entity - Balance Sheet for the Investment in Unconsolidated Equity (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | ||||
Current assets | $ 572,246 | $ 561,737 | ||
Total assets | 12,788,847 | 12,725,852 | ||
Current liabilities | 574,824 | 594,878 | ||
Equity | 3,680,453 | 3,681,272 | $ 5,044,318 | $ 5,282,080 |
Total liabilities and equity | 12,788,847 | 12,725,852 | ||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Condensed Consolidated Balance Sheets | ||||
Current assets | 108,467 | 146,054 | ||
Non-current assets | 5,938,196 | 5,848,298 | ||
Total assets | 6,046,663 | 5,994,352 | ||
Current liabilities | 185,003 | 217,086 | ||
Equity | 5,861,660 | 5,777,266 | ||
Total liabilities and equity | $ 6,046,663 | $ 5,994,352 |
Investments in Unconsolidated_5
Investments in Unconsolidated Entity - Income Statement for the Investment in Unconsolidated Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Equity Method Investments | ||
Net income | $ 76,597 | $ 189,560 |
MVP Joint Venture | ||
Schedule of Equity Method Investments | ||
Environmental remediation reserve | 0 | (265) |
Other income | 6 | 231 |
Net interest income | 0 | 35,326 |
AFUDC — equity | 0 | 82,428 |
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Schedule of Equity Method Investments | ||
Net income | $ 6 | $ 117,720 |
Debt - Equitrans Midstream Term
Debt - Equitrans Midstream Term Loan Facility (Details) - Term Loans - Equitrans Midstream Term Loans - USD ($) | Mar. 03, 2020 | Mar. 03, 2020 | Dec. 31, 2019 |
Debt Instrument | |||
Principal | $ 600,000,000 | ||
Net proceeds from offering | $ 650,000,000 | ||
Write off of debt issuance cost | $ 24,400,000 | ||
Weighted average annual interest rate | 6.20% |
Debt - Equitrans Midstream Cred
Debt - Equitrans Midstream Credit Facility (Details) - USD ($) | Mar. 03, 2020 | Mar. 03, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2018 | |
Debt Instrument | ||||||
Letters of credit outstanding | [1] | $ 485,000,000 | $ 485,000,000 | |||
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 | |||||
Payment commitment fees | $ 100,000 | |||||
Equitrans Midstream Credit Facility | Letter of credit | ||||||
Debt Instrument | ||||||
Letters of credit outstanding | $ 0 | $ 0 | $ 0 | |||
[1] | Includes related party activity with EQT. See Note 6. |
Debt - Amended EQM Revolving Cr
Debt - Amended EQM Revolving Credit Facility and 2019 EQM Term Loan Agreement (Details) - USD ($) | Jan. 07, 2021 | Oct. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 15, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Nov. 01, 2018 | |
Debt Instrument | |||||||||
Letters of credit outstanding | [1] | $ 485,000,000 | $ 485,000,000 | ||||||
EQM | EQM Credit Facility | Revolving Credit Facility | |||||||||
Debt Instrument | |||||||||
Borrowings outstanding | 485,000,000 | ||||||||
Letters of credit outstanding | $ 246,000,000 | ||||||||
Weighted average annual interest rate | 2.50% | 3.20% | |||||||
EQM | Line of credit | EQM Credit Facility | |||||||||
Debt Instrument | |||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 3,000,000,000 | |||||||
Additional available borrowings | 750,000,000 | ||||||||
Maximum amount of short term loans outstanding | $ 525,000,000 | $ 1,560,000,000 | |||||||
Average daily balance of short term loans outstanding | 489,000,000 | 1,027,000,000 | |||||||
Commitment fees | $ 2,300,000 | $ 1,200,000 | |||||||
EQM | Unsecured Debt | 2019 Term Loan Facility | |||||||||
Debt Instrument | |||||||||
Weighted average annual interest rate | 2.40% | 3.20% | |||||||
EQM | Same-day swing line advances | EQM Credit Facility | |||||||||
Debt Instrument | |||||||||
Maximum borrowing capacity | 250,000,000 | ||||||||
EQM | Letter of credit | EQM Credit Facility | |||||||||
Debt Instrument | |||||||||
Maximum borrowing capacity | $ 400,000,000 | ||||||||
Maximum amount of short term loans outstanding | $ 0 | ||||||||
EQT Midstream Partners LP | 2019 EQM Term Loan Agreement | |||||||||
Debt Instrument | |||||||||
Principal | $ 1,400,000,000 | ||||||||
EQT Midstream Partners LP | EQM Senior notes | EQM 4.75% Senior Notes Due 2023 | |||||||||
Debt Instrument | |||||||||
Principal | $ 500,000,000 | $ 500,000,000 | |||||||
Debt issuance costs | $ 537,000,000 | ||||||||
[1] | Includes related party activity with EQT. See Note 6. |
Debt - Eureka Credit Facility (
Debt - Eureka Credit Facility (Details) - Eureka Midstream, LLC - Line of credit - Eureka Credit Facility - USD ($) | Oct. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 |
Debt Instrument | |||||
Maximum borrowing capacity | $ 400,000,000 | ||||
Additional available borrowings | $ 500,000,000 | ||||
Borrowings outstanding | $ 310,000,000 | $ 303,000,000 | |||
Maximum amount of short term loans outstanding | 310,000,000 | $ 293,000,000 | |||
Average daily balance of short term loans outstanding | $ 305,000,000 | $ 293,000,000 | |||
Weighted average annual interest rate | 2.40% | 3.90% | 3.90% | ||
Payment commitment fees | $ 100,000 | $ 200,000 |
Debt - 2021 Senior Notes (Detai
Debt - 2021 Senior Notes (Details) - EQM Senior notes - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Jan. 15, 2021 | |
4.50% Senior Notes Due 2029 | ||
Debt Instrument | ||
Principal | $ 800,000,000 | |
Interest rate | 4.50% | |
4.75% Senior Notes Notes Due 2031 | ||
Debt Instrument | ||
Principal | $ 1,100,000,000 | |
Interest rate | 4.75% | |
2021 Senior Notes | ||
Debt Instrument | ||
Net proceeds from offering | $ 1,876,500,000 | |
Discount | 19,000,000 | |
Debt issuance costs | $ 4,500,000 | |
Debt Instrument, Redemption Price, Percentage | 101.00% | |
Debt default, percentage holders of outstanding principal (at least) | 25.00% | |
EQM 4.75% Senior Notes Due 2023 | EQT Midstream Partners LP | ||
Debt Instrument | ||
Principal | $ 500,000,000 | $ 500,000,000 |
Interest rate | 4.75% | |
Debt issuance costs | $ 537,000,000 |
Debt - Tender Offer (Details)
Debt - Tender Offer (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Jan. 15, 2021 | ||
Debt Instrument | ||||
Loss on extinguishment of debt | [1] | $ 41,025,000 | $ 24,864,000 | |
EQM Senior notes | EQM 4.75% Senior Notes Due 2023 | EQT Midstream Partners LP | ||||
Debt Instrument | ||||
Principal | 500,000,000 | $ 500,000,000 | ||
Debt issuance costs | $ 537,000,000 | |||
Loss on extinguishment of debt | $ 41,000,000 | |||
[1] | See Note 8 for disclosure regarding loss on extinguishment of debt. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Gain on derivative instrument | $ 7.1 | $ 4.2 | |
EQM | Fair Value | Level 3 | EES | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Preferred interest | 120 | $ 127 | |
EQM | Carrying Value | Level 3 | EES | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Preferred interest | 104 | 105 | |
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 | 6,681 | 5,495 | |
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 | 6,427 | 5,046 | |
Henry Hub cash payment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative instrument, at fair value | $ 75.1 | $ 68 | |
Market quoted volatility | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Volatility rate | 0.31 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Class of Stock | |||
Net income | $ 76,597 | $ 189,560 | |
Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) | 3,914 | 119,828 | |
Less: EQM Series A Preferred Units interest in net income | 1,469 | 1,539 | |
Less: Preferred dividends | [1] | 14,628 | 0 |
Net income attributable to Equitrans Midstream common shareholders | $ 58,055 | $ 69,732 | |
Weighted average common shares outstanding - basic (in shares) | 432,983,000 | 248,591,000 | |
Dilutive securities (in shares) | 175,000 | 0 | |
Weighted average common stock outstanding - diluted (in shares) | 433,158,000 | 248,591,000 | |
Earnings (loss) per share of common stock attributable to Equitrans Midstream common shareholders - basic (in dollars per share) | [2] | $ 0.13 | $ 0.28 |
Earnings (loss) per share of common stock attributable to Equitrans Midstream common shareholders - diluted (in dollars per share) | [2] | $ 0.13 | $ 0.28 |
Potentially dilutive securities (in shares) | 30,076,000 | ||
Phantom Share Units (PSUs) | |||
Class of Stock | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 486,000 | 248,000 | |
Series A Preferred Units | |||
Class of Stock | |||
Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) | $ 3,914 | $ 94,327 | |
Less: EQM Series A Preferred Units interest in net income | $ 0 | 25,501 | |
Potentially dilutive securities (in shares) | 522,000 | ||
Equitrans Preferred Shares | |||
Class of Stock | |||
Less: Preferred dividends | $ 14,628 | $ 0 | |
[1] | See Note 2 | ||
[2] | See Note 10 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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 21.00% | 9.20% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - EQM Credit Facility $ in Millions | Apr. 16, 2021USD ($)Rate |
Subsequent Event [Line Items] | |
Maximum leverage ratio | 550.00% |
Maximum borrowing capacity | $ | $ 2,250 |
After June 30, 2021 and prior to September 30, 2022 | |
Subsequent Event [Line Items] | |
Maximum leverage ratio | 595.00% |
Fiscal quarter ending December 31, 2022 | |
Subsequent Event [Line Items] | |
Maximum leverage ratio | 525.00% |
Fiscal quarter ending after December 31, 2022 | |
Subsequent Event [Line Items] | |
Maximum leverage ratio | 500.00% |
Minimum | Base Rate | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 0.125% |
Minimum | Eurodollar | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 1.125% |
Maximum | Base Rate | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 2.00% |
Maximum | Eurodollar | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 3.00% |
Uncategorized Items - etrn-2021
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201613Member |