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Washington, D.C. 20549

FORM 10-Q

 

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD FROM                TO
	COMMISSION FILE NUMBER 1-35574

 

EQT Midstream Partners, LP

(Exact name of registrant as specified in its charter)

 

 

 

(412) 553-5700 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý   No   o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý   No   o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes   o   No  ý

 

As of June 30, 2014, there were 43,347,452 Common Units, 17,339,718 Subordinated Units and 1,238,514 General Partner Units outstanding.

 

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EQT MIDSTREAM PARTNERS, LP

 

Index

 

 

			Page No.
Glossary of Commonly Used Terms, Abbreviations and Measurements			3 – 4
Part I.	Financial Information :
Item 1.		Financial Statements (Unaudited):
		Statements of Consolidated Operations for the Three and Six Months Ended June 30, 2014 and 2013	5
		Statements of Consolidated Cash Flows for the Six Months Ended June 30, 2014 and 2013	6
		Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	7
		Consolidated Statements of Partners’ Capital for the Six Months Ended June 30, 2014 and 2013	8
		Notes to Consolidated Financial Statements	9 – 15
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	16 – 27
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.		Controls and Procedures	28
Part II.	Other Information:
Item 1.		Legal Proceedings	29
Item 1A.		Risk Factors	29
Item 5.		Other information	29
Item 6.		Exhibits	30
Signature			31
Index to Exhibits			32

 

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Glossary of Commonly Used Terms, Abbreviations and Measurements

 

adjusted EBITDA - a supplemental non-GAAP financial measure defined by EQT Midstream Partners, LP (the Partnership) as net income plus net interest expense, depreciation and amortization expense,  income tax expense (if applicable), non-cash long-term compensation expense and other non-cash adjustments (if applicable) less other income and capital lease payments.  The results associated with the Jupiter natural gas gathering system (Jupiter) prior to the acquisition of Jupiter by the Partnership (the Jupiter Acquisition) are excluded from adjusted EBITDA.

 

AFUDC – Allowance for Funds Used During Construction - c arrying costs for the construction of certain long-term assets are capitalized and amortized over the related assets’ estimated useful lives.  The capitalized amount for construction of regulated assets includes interest cost and a designated cost of equity for financing the construction of these regulated assets.

 

Appalachian Basin – the area of the United States composed of those portions of West Virginia, Pennsylvania, Ohio, Maryland, Kentucky and Virginia that lie in the Appalachian Mountains.

 

British thermal unit – a measure of the amount of energy required to raise the temperature of one pound of water one degree Fahrenheit.

 

distributable cash flow – a supplemental non-GAAP financial measure defined by the Partnership as adjusted EBITDA less interest expense, excluding capital lease interest and ongoing maintenance capital expenditures,  net of expected reimbursements.  The results associated with Jupiter prior to the Jupiter Acquisition are excluded from distributable cash flow.

 

firm contracts – contracts for transportation and gathering services that obligate customers to pay a fixed monthly charge to reserve an agreed upon amount of pipeline capacity regardless of the actual pipeline capacity used by a customer during each month.

 

gas – all references to “gas” in this report refer to natural gas.

 

omnibus agreement – the agreement entered into among the Partnership, its general partner and EQT Corporation (EQT) in connection with the Partnership’s initial public offering,  pursuant to which EQT agreed to provide the Partnership with certain general and administrative services and a license to use the name “EQT” and related marks in connection with the Partnership’s business. The omnibus agreement also provides for certain indemnification and reimbursement obligations between the Partnership and EQT.

 

play - a proven geological formation that contains commercial amounts of hydrocarbons.

 

throughput – the volume of natural gas transported or passing through a pipeline, plant, terminal or other facility during a particular period.

 

working gas – the volume of natural gas in the storage reservoir that can be extracted during the normal operation of the storage facility.

 

 

Abbreviations

 

FERC – Federal Energy Regulatory Commission

GAAP – United States Generally Accepted Accounting Principles

IRS – Internal Revenue Service

SEC – Securities and Exchange Commission

 

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Glossary of Commonly Used Terms, Abbreviations and Measurements

 

Measurements

 

Btu = one British thermal unit

BBtu  = billion British thermal units

Bcf     = billion cubic feet

Dth  =  million British thermal units

Mcf     = thousand cubic feet

MMBtu   = million British thermal units

MMcf    = million cubic feet

TBtu = trillion British thermal units

Tcf = one trillion cubic feet

 

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PART I.  FINANCIAL INFORMATION

 

Item 1.    Financial Statements

 

EQT MIDSTREAM PARTNERS, LP

Statements of Consolidated Operations (Unaudited)

 

		Three Months Ended June 30,				Six Months Ended June 30,
		2014  (1)		2013  (1)		2014  (1)		2013  (1)
		(Thousands, except per unit amounts)
Operating revenues:
Operating revenues – affiliate	$	57,158	$	66,238	$	115,125	$	125,811
Operating revenues – third party		34,410		9,433		69,854		19,412
Total operating revenues		91,568		75,671		184,979		145,223
Operating expenses:
Operating and maintenance (2)		10,947		8,367		21,557		16,280
Selling, general and administrative (2)		10,556		8,030		21,030		14,111
Depreciation and amortization		8,525		6,434		16,896		12,699
Total operating expenses		30,028		22,831		59,483		43,090
Operating income		61,540		52,840		125,496		102,133
Other income, net		559		229		828		526
Interest expense, net (3)		6,629		213		12,284		417
Income before income taxes		55,470		52,856		114,040		102,242
Income tax expense		3,390		12,197		12,456		21,848
Net income	$	52,080	$	40,659	$	101,584	$	80,394
Calculation of limited partner interest in net income:
Net income	$	52,080	$	40,659	$	101,584	$	80,394
Less pre-acquisition income allocated to parent		(5,502)		(19,628)		(20,151)		(35,284)
Less general partner interest in net income		(2,792)		(465)		(4,514)		(970)
Limited partner interest in net income	$	43,786	$	20,566	$	76,919	$	44,140
Net income per limited partner unit – basic	$	0.81	$	0.59	$	1.49	$	1.27
Net income per limited partner unit – diluted	$	0.81	$	0.59	$	1.49	$	1.27
Weighted average limited partner units outstanding – basic		54,259		34,679		51,499		34,679
Weighted average limited partner units outstanding – diluted		54,386		34,785		51,622		34,790
Cash distributions declared per unit (4)	$	0.52	$	0.40	$	1.01	$	0.77

 

(1)     Financial statements for the three and six months ended June 30, 2014 and 2013 have been retrospectively recast to reflect the inclusion of Sunrise Pipeline, LLC (Sunrise) and the Jupiter Gathering System (Jupiter). See Note B.

(2)     Operating and maintenance expense includes charges from EQT Corporation (EQT) and subsidiaries of $6.3 million and $4.9 million for the three months ended June 30, 2014 and 2013, respectively, and $11.6 million and $9.0 million for the six months ended June 30, 2014 and 2013, respectively.  Selling, general and administrative expense includes charges from EQT and subsidiaries of $8.1 million and $7.0 million for the three months ended June 30, 2014 and 2013, respectively, and $15.9 million and $12.5 million for the six months ended June 30, 2014 and 2013, respectively.  See Note D.

(3)     Interest expense for the three and six months ended June 30, 2014 includes $5.4 million and $10.3 million, respectively, related to interest on a capital lease with an affiliate.  See Note G.

(4)    Represents the cash distributions declared related to the period presented. See Note J.

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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EQT MIDSTREAM PARTNERS, LP

Statements of Consolidated Cash Flows (Unaudited)

		Six Months Ended June 30,
		2014  (1)		2013  (1)
		(Thousands)
Cash flows from operating activities:
Net income	$	101,584	$	80,394
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		16,896		12,699
Deferred income taxes		428		2,862
Other income		(828)		(526)
Non-cash long-term compensation expense		1,805		562
Non-cash adjustments		—		(680)
Changes in other assets and liabilities:
Accounts receivable		(3,643)		(137)
Accounts payable		5,372		(18,835)
Due to/from EQT affiliates		5,657		7,884
Other assets and liabilities		(3,112)		(859)
Net cash provided by operating activities		124,159		83,364
Cash flows from investing activities:
Capital expenditures		(79,950)		(41,557)
Jupiter Acquisition – net assets from EQT		(168,198)		—
Net cash used in investing activities		(248,148)		(41,557)
Cash flows from financing activities:
Proceeds from the issuance of common units, net of offering costs		902,451		—
Jupiter Acquisition – purchase price in excess of net assets from EQT		(952,802)		—
Short-term loans		450,000		—
Payments of short-term loans		(120,000)		—
Sunrise Merger payment		(110,000)		—
Distributions paid to unitholders		(47,989)		(25,479)
Credit facility origination fees		(2,020)		—
Capital contributions		45		3,487
Partners’ investments and net change in parent advances		13,905		(16,546)
Predecessor distributions paid to EQT		—		(29,031)
Capital lease principal payments		(2,216)		—
Net cash provided by (used in) financing activities		131,374		(67,569)
Net change in cash and cash equivalents		7,385		(25,762)
Cash and cash equivalents at beginning of period		18,363		50,041
Cash and cash equivalents at end of period	$	25,748	$	24,279
Cash paid during the period for:
Interest paid	$	10,800	$	219
Non-cash activity during the period for :
Capital lease asset/obligation	$	5,178	$	—
Elimination of net current and deferred tax liabilities	$	51,813	$	—
Limited partner and general partner units issued for Jupiter acquisition	$	59,000	$	—

 

 

(1)           Financial statements for the six months ended June 30, 2014 and 2013 have been retrospectively recast to reflect the inclusion of Sunrise and Jupiter. See Note B.

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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EQT MIDSTREAM PARTNERS, LP

Consolidated Balance Sheets (Unaudited)

 

		June 30,		December 31,
		2014		2013  (1)
ASSETS		(Thousands, except number of units)
Current assets:
Cash and cash equivalents	$	25,748	$	18,363
Accounts receivable (net of allowance for doubtful accounts of $212 as of June 30, 2014 and $152 as of December 31, 2013)		12,106		8,463
Accounts receivable – affiliate		16,518		23,620
Other current assets		909		1,033
Total current assets		55,281		51,479
Property, plant and equipment		1,255,924		1,163,683
Less: accumulated depreciation		(184,338)		(168,740)
Net property, plant and equipment		1,071,586		994,943
Regulatory assets		15,101		16,246
Other assets		3,441		1,304
Total assets	$	1,145,409	$	1,063,972
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	14,006	$	8,634
Short-term loans		330,000		—
Due to related party		11,694		25,621
Sunrise merger consideration to EQT		—		110,000
Lease obligation - current		1,868		662
Accrued liabilities		17,067		12,951
Total current liabilities		374,635		157,868
Deferred income taxes, net		—		39,840
Lease obligation		135,489		133,733
Other long-term liabilities		5,537		6,014
Total liabilities		515,661		337,455
Partners’ capital:
Predecessor equity		—		82,329
Common units (43,347,452 and 30,468,902 units issued and outstanding at June 30, 2014 and December 31, 2013, respectively)		1,607,579		818,431
Subordinated units (17,339,718 units issued and outstanding at June 30, 2014 and December 31, 2013)		(945,846)		(175,996)
General partner interest (1,238,514 and 975,686 units issued and outstanding at June 30, 2014 and December 31, 2013, respectively)		(31,985)		1,753
Total partners’ capital		629,748		726,517
Total liabilities and partners’ capital	$	1,145,409	$	1,063,972

 

(1)           Financial statements as of December 31, 2013 have been retrospectively recast to reflect the inclusion of Jupiter. See Note B.

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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EQT MIDSTREAM PARTNERS, LP

Consolidated Statements of Partners’ Capital (Unaudited) (1)

 

				Partners’ Capital
		Predecessor		Limited Partners				General
		Equity		Common		Subordinated		Partner		Total
		(Thousands)
Balance at January 1, 2013	$	279,576	$	313,304	$	153,664	$	8,108	$	754,652
Net income		35,284		20,363		23,777		970		80,394
Capital contribution		—		910		910		38		1,858
Equity-based compensation plans		—		562		—		—		562
Distributions to unitholders		—		(12,485)		(12,485)		(509)		(25,479)
Predecessor distributions paid to EQT		(29,031)		—		—		—		(29,031)
Partners’ investments and net change in parent advances		(16,546)		—		—		—		(16,546)
Balance at June 30, 2013	$	269,283	$	322,654	$	165,866	$	8,607	$	766,410
Balance at January 1, 2014	$	82,329	$	818,431	$	(175,996)	$	1,753	$	726,517
Net income		20,151		52,020		24,899		4,514		101,584
Capital contribution		—		338		152		10		500
Equity-based compensation plans		—		1,967		—		—		1,967
Distributions to unitholders		—		(28,946)		(16,472)		(2,571)		(47,989)
Proceeds from equity offering, net of offering costs		—		902,451		—		—		902,451
Elimination of net current and deferred income tax liabilities		51,813		—		—		—		51,813
Jupiter net assets from EQT		(168,198)		—		—		—		(168,198)
Issuance of units		—		39,091		—		19,909		59,000
Purchase price in excess of net assets from EQT		—		(177,773)		(778,429)		(55,600)		(1,011,802)
Partner’s investments and net change in parent advances		13,905		—		—		—		13,905
Balance at June 30, 2014	$	—	$	1,607,579	$	(945,846)	$	(31,985)	$	629,748

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

 

A.                         Financial Statements

 

Organization

 

EQT Midstream Partners, LP (EQT Midstream Partners or the Partnership) is a growth-oriented Delaware limited partnership. EQT Midstream Services, LLC, a wholly owned subsidiary of EQT Corporation, is the Partnership’s general partner. References in these consolidated financial statements to EQT refer collectively to EQT Corporation and its consolidated subsidiaries.

 

Limited Partner and General Partner Units

 

The following table summarizes common, subordinated and general partner units issued January 1, 2013 through June 30, 2014.

 

		Limited Partner Units				General
		Common		Subordinated		Partner Units		Total
Balance at January 1, 2013		17,339,718		17,339,718		707,744		35,387,180
July 2013 equity offering		12,650,000		—		—		12,650,000
Sunrise Merger consideration		479,184		—		267,942		747,126
Balance at December 31, 2013		30,468,902		17,339,718		975,686		48,784,306
May 2014 equity offering		12,362,500		—		—		12,362,500
Jupiter Acquisition consideration		516,050		—		262,828		778,878
Balance at June 30, 2014		43,347,452		17,339,718		1,238,514		61,925,684

 

On May 7, 2014, the Partnership completed an underwritten public offering of 12,362,500 common units.  Net proceeds from the offering were used to finance the cash consideration paid to EQT in connection with the acquisition of the Jupiter gathering system (Jupiter) from EQT (Jupiter Acquisition). The Partnership received net proceeds of approximately $902 million from the offering after deducting the underwriters’ discount and offering expenses.

 

As of June 30, 2014, EQT retained a 36.4% equity interest in the Partnership, which includes 3,959,952 common units, 17,339,718 subordinated units and 1,238,514 general partner units.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring accruals, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Partnership as of June 30, 2014 and December 31, 2013, the results of its operations for the three and six months ended June 30, 2014 and 2013 and its cash flows for the six months ended June 30, 2014 and 2013. Certain previously reported amounts have been reclassified to conform to the current year presentation.

 

The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

 

As discussed in Note B, the Jupiter Acquisition and Sunrise Merger (as defined in Note B) were transactions between entities under common control; therefore, the Partnership recorded the assets and liabilities of Jupiter and Sunrise at their carrying amounts to EQT on the date of the respective transactions. The difference between EQT’s net carrying amount and the total consideration paid to EQT was recorded as a capital transaction with EQT, which resulted in a reduction in partners’ capital.  The Partnership recast its consolidated financial statements to retrospectively reflect the Jupiter Acquisition and Sunrise Merger as if the assets and liabilities were owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if the Partnership had owned the assets during the periods reported.

 

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EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

 

Due to the seasonal nature of the Partnership’s utility customer contracts, the interim statements for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

 

For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2013 included in the Partnership’s Current Report on Form 8-K, as filed on June 26, 2014, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

 

Recently Issued Accounting Standards

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.  The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASU 2014-09 will replace most of the existing revenue recognition requirements in GAAP when it becomes effective.  The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein.  Early adoption is not permitted.  The Partnership is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.

 

B.                                     Jupiter Acquisition and Sunrise Merger

 

On April 30, 2014, the Partnership, its general partner, EQM Gathering Opco, LLC (EQM Gathering), a wholly owned subsidiary of the Partnership, and EQT Gathering, LLC (EQT Gathering), a wholly owned subsidiary of EQT entered into a contribution agreement (Contribution Agreement) pursuant to which, on May 7, 2014, EQT Gathering contributed to EQM Gathering certain assets constituting the Jupiter natural gas gathering system (Jupiter Acquisition).

 

The aggregate consideration paid by the Partnership to EQT in connection with the Jupiter Acquisition was approximately $1,180 million, consisting of a $1,121 million cash payment and issuance of 516,050 common units and 262,828 general partner units of the Partnership. The cash portion of the purchase price was funded with the net proceeds from an equity offering, as discussed in Note A, and borrowings under the Partnership’s credit facility, as discussed in Note F.

 

On July 15, 2013, the Partnership and Equitrans, L.P. (Equitrans) entered into an Agreement and Plan of Merger with EQT and Sunrise Pipeline, LLC (Sunrise), a wholly owned subsidiary of EQT and the owner of the Sunrise Pipeline. Effective July 22, 2013, Sunrise merged with and into Equitrans , with Equitrans continuing as the surviving company (Sunrise Merger).  Upon closing, the Partnership paid EQT consideration of $540 million, consisting of a $507.5 million cash payment, 479,184 Partnership common units and 267,942 Partnership general partner units. Prior to the Sunrise Merger, Equitrans entered into a precedent agreement with a third party for firm transportation service on the Sunrise Pipeline over a twenty-year term (the Precedent Agreement).  Pursuant to the Agreement and Plan of Merger, following the effectiveness of the transportation agreement contemplated by the Precedent Agreement in December 2013, the Partnership paid additional consideration of $110 million to EQT in January 2014.

 

Prior to the Sunrise Merger, the Partnership operated the Sunrise Pipeline as part of its transmission and storage system under a lease agreement with EQT. The lease was a capital lease under GAAP; therefore, prior to the merger, revenues and expenses associated with Sunrise were included in the Partnership’s historical consolidated financial statements and the Sunrise Pipeline was depreciated over the lease term of 15 years. Effective as of the closing of the Sunrise Merger on July 22, 2013, the lease agreement was terminated. Because the Sunrise Merger was a transaction between entities under common control, the Partnership has recast its financial statements to retrospectively reflect the merger. This included recasting depreciation expense recognized for the periods prior to the merger to reflect the pipeline’s useful life of 40 years. The decrease in depreciation expense and interest expense associated with the capital lease increased previously reported net income for the first six months of 2013.

 

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EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

 

C.                                     Financial Information by Business Segment

 

Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the chief operating decision maker in deciding how to allocate resources.

 

The Partnership reports its operations in two segments, which reflect its lines of business. Transmission and storage includes the Partnership’s FERC-regulated interstate pipeline and storage business. Gathering includes Jupiter and the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Partnership’s results based on operating income.

 

All of the Partnership’s operating revenues, income from operations and assets are generated or located in the United States.

 

		Three Months Ended June 30,				Six Months Ended June 30,
		2014		2013		2014		2013
		(Thousands)
Revenues from external customers:
Transmission and storage	$	59,125	$	41,960	$	118,442	$	83,025
Gathering		32,443		33,711		66,537		62,198
Total	$	91,568	$	75,671	$	184,979	$	145,223
Operating income:
Transmission and storage	$	41,982	$	29,666	$	84,019	$	60,127
Gathering		19,558		23,174		41,477		42,006
Total operating income	$	61,540	$	52,840	$	125,496	$	102,133
Reconciliation of operating income to net income:
Other income, net		559		229		828		526
Interest expense, net		6,629		213		12,284		417
Income tax expense		3,390		12,197		12,456		21,848
Net income	$	52,080	$	40,659	$	101,584	$	80,394

 

 

		June 30,		December 31,
		2014		2013
		(Thousands)
Segment assets:
Transmission and storage	$	854,946	$	807,287
Gathering		264,715		238,322
Total operating segments		1,119,661		1,045,609
Headquarters, including cash		25,748		18,363
Total assets	$	1,145,409	$	1,063,972

 

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EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

 

 

		Three Months Ended June 30,				Six Months Ended June 30,
		2014		2013		2014		2013
		(Thousands)
Depreciation and amortization:
Transmission and storage	$	6,322	$	4,442	$	12,481	$	8,753
Gathering		2,203		1,992		4,415		3,946
Total	$	8,525	$	6,434	$	16,896	$	12,699
Expenditures for segment assets:
Transmission and storage	$	25,080	$	12,284	$	39,081	$	23,223
Gathering		24,858		6,924		41,031		18,334
Total (1)	$	49,938	$	19,208	$	80,112	$	41,557

 

 

(1)          The Partnership capitalizes certain labor overhead costs which include a portion of non-cash equity-based compensation.  These non-cash capital expenditures in the table above were approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2014, respectively.

 

D.                         Related-Party Transactions

 

In the ordinary course of business, the Partnership has transactions with affiliated companies. The Partnership has various contracts with affiliates including, but not limited to, transportation service and precedent agreements, storage agreements and gas gathering agreements.

 

The Partnership has various agreements with EQT. Pursuant to an omnibus agreement, EQT performs centralized corporate, general and administrative services for the Partnership, such as legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes and engineering. In exchange, the Partnership reimburses EQT for the expenses incurred in providing these services, except for any expenses associated with EQT’s long-term incentive programs as these are not expenses of the Partnership subsequent to the initial public offering (IPO) under the Partnership’s omnibus agreement.  The Partnership’s general partner established its own long-term incentive compensation plan in 2012. The omnibus agreement further requires that the Partnership reimburse EQT for the Partnership’s allocable portion of the premiums on any insurance policies covering the Partnership’s assets. EQT does not record any profit or margin for the administrative and operational services charged to the Partnership.

 

Pursuant to an operation and management services agreement, EQT Gathering provides the Partnership’s pipelines and storage facilities with certain operational and management services.  The Partnership reimburses EQT Gathering for such services pursuant to the terms of the omnibus agreement.  The expenses for which the Partnership reimburses EQT and its subsidiaries may not necessarily reflect the actual expenses that the Partnership would incur on a stand-alone basis and the Partnership is unable to estimate what those expenses would be on a stand-alone basis.

 

E.                         Income Taxes

 

As a result of its limited partnership structure, the Partnership is not subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Partnership flow through to the unitholders; accordingly, the Partnership does not record a provision for income taxes. As discussed in Note B, the Partnership completed the Sunrise Merger on July 22, 2013 and the Jupiter Acquisition on May 7, 2014, which were transactions between entities under common control. Prior to these transactions, the income from Sunrise and Jupiter was included in EQT’s consolidated federal tax return; therefore, the Sunrise and Jupiter financial statements included U.S. federal and state income tax.  The income tax effects associated with the operations of Sunrise and Jupiter prior to the Sunrise Merger and the Jupiter Acquisition are reflected in the Partnership’s consolidated financial statements for those periods.

 

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EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

 

F.                          Debt

 

In February 2014, the Partnership amended its credit facility to increase the borrowing capacity to $750 million. The amended credit facility will expire in February 2019. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes.

 

On May 7, 2014, the Partnership borrowed $340 million on its credit facility for the Jupiter Acquisition. On May 14, 2014, the Partnership made a $120 million payment to reduce its outstanding balance on the credit facility.

 

As of June 30, 2014, the Partnership had $330 million outstanding on the credit facility. There were no amounts outstanding on the credit facility as of December 31, 2013. The maximum amount of the Partnership’s outstanding short-term loans at any time during the three and six months ended June 30, 2014 was $450 million. The average daily balance of short-term loans outstanding was approximately $252 million and $173 million for the three and six months ended June 30, 2014, respectively. The loans bear interest at a weighted average rate of 1.68% for the six months ended June 30, 2014. The carrying value of short-term borrowings approximates fair value as the interest rates are based on prevailing market rates.

 

G.                        Lease Obligations

 

On December 17, 2013, the Partnership entered into a lease with EQT for the Allegheny Valley Connector (AVC) facilities. Under the lease, the Partnership operates the AVC facilities as part of its transmission and storage system under the rates, terms and conditions of its FERC-approved tariff.  The AVC facilities are strategically located to connect Marcellus Shale supply and demand and include an approximately 200 mile pipeline that interconnects with the Partnership’s transmission and storage system. Additionally, the AVC facilities provide 450 BBtu per day of additional firm capacity to the Partnership’s system and are supported by 4 associated natural gas storage reservoirs with approximately 260 MMcf per day of peak withdrawal capability and 15 Bcf of working gas capacity. Of the total 15 Bcf of working gas capacity, the Partnership leases and operates 13 Bcf of working gas capacity. The lease payment due each month is the lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the AVC facilities minus the actual costs of operating the AVC facilities and (2) a payment based on depreciation expense and pre-tax return on invested capital for the AVC facilities. As a result, the payments to be made under the AVC lease will be variable.

 

The AVC lease is a capital lease under GAAP. The gross capital lease assets and obligations recorded in 2013 were approximately $134.4 million. The Partnership expects modernization capital expenditures will be incurred by EQT to upgrade the AVC facilities. As the capital expenditures are incurred, the capital lease asset and obligations will increase.

 

For the three and six months ended June 30, 2014, interest expense of $5.4 million and $10.3 million, respectively, and depreciation expense of $1.5 million and $2.8 million, respectively, were recorded related to the capital lease. At June 30, 2014, accumulated depreciation was $3.2 million, net capital lease assets were $135.6 million and capital lease obligations were $137.4 million.

 

H.                        Net Income per Limited Partner Unit

 

The Partnership’s net income is allocated to the general partner and limited partners, including subordinated unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributions allocable to the general partner. The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution rights is limited to available cash (as defined by the Partnership’s partnership agreement) for the period. Net income allocated to the general partner includes amounts attributed to incentive distributions, as applicable. The Partnership’s net income allocable to the limited partners is allocated between common and subordinated unitholders by applying the provisions of the Partnership’s partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. The phantom units granted to the independent directors of the Partnership’s general partner will be paid in common units on a director’s termination of service on the general partner’s Board of Directors. As there are no remaining service, performance or market conditions related to these awards, approximately 11,500 phantom unit awards were

 

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EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

 

included in the calculation of basic weighted average limited partner units outstanding for the three and six months ended June 30, 2014, respectively.

 

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into common units.  When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. Potentially dilutive securities, consisting of performance awards, included in the calculation of diluted net income per limited partner unit totaled 126,202 and 105,740 for the three months ended June 30, 2014 and 2013, respectively. Potentially dilutive securities, consisting of performance awards, included in the calculation of diluted net income per limited partner unit totaled 122,907 and 110,959 for the six months ended June 30, 2014 and 2013, respectively. The 2014 EQM Value Driver Awards granted in the first quarter of 2014 were not included in potentially dilutive securities because the performance condition has not yet been met.

 

The following table presents the Partnership’s calculation of net income per limited partner unit for common and subordinated limited partner units. Net income attributable to Sunrise for periods prior to July 22, 2013 and to Jupiter for periods prior to May 7, 2014 was not allocated to the limited partners for purposes of calculating net income per limited partner unit.

 

 

		Three Months Ended June 30,				Six Months Ended June 30,
		2014		2013		2014		2013
		(Thousands, except per unit data)
Net income	$	52,080	$	40,659	$	101,584	$	80,394
Less:
Pre-acquisition net income allocated to parent		(5,502)		(19,628)		(20,151)		(35,284)
General partner interest in net income – 2%		(932)		(465)		(1,628)		(970)
General partner interest in net income attributable to incentive distribution rights		(1,860)		—		(2,886)		—
Limited partner interest in net income	$	43,786	$	20,566	$	76,919	$	44,140
Net income allocable to common units - basic	$	30,861	$	9,209	$	52,020	$	20,363
Net income allocable to subordinated units - basic		12,925		11,357		24,899		23,777
Limited partner interest in net income - basic	$	43,786	$	20,566	$	76,919	$	44,140
Net income allocable to common units – diluted	$	30,871	$	9,236	$	52,038	$	20,426
Net income allocable to subordinated units – diluted		12,915		11,330		24,881		23,714
Limited partner interest in net income – diluted	$	43,786	$	20,566	$	76,919	$	44,140
Weighted average limited partner units outstanding – basic
Common units		36,919		17,339		34,159		17,339
Subordinated units		17,340		17,340		17,340		17,340
Total		54,259		34,679		51,499		34,679
Weighted average limited partner units outstanding – diluted
Common units		37,046		17,445		34,282		17,450
Subordinated units		17,340		17,340		17,340		17,340
Total		54,386		34,785		51,622		34,790
Net income per limited partner unit – basic
Common units	$	0.84	$	0.53	$	1.52	$	1.17
Subordinated units		0.75		0.65		1.44		1.37
Total	$	0.81	$	0.59	$	1.49	$	1.27

 

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EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

 

		Three Months Ended June 30,				Six Months Ended June 30,
		2014		2013		2014		2013
		(Thousands, except per unit data)
Net income per limited partner unit – diluted
Common units	$	0.83	$	0.53	$	1.52	$	1.17
Subordinated units		0.74		0.65		1.43		1.37
Total	$	0.81	$	0.59	$	1.49	$	1.27

 

 

I.                             Subsidiary Guarantors

 

The Partnership filed a registration statement on Form S-3 with the SEC on July 1, 2013, as updated by a post- effective amendment filed with the SEC on June 26, 2014.  The purpose of the Form S-3 was to register, among other securities, debt securities. Certain subsidiaries of the Partnership are co-registrants with the Partnership (Subsidiary Guarantors), and the registration statement registered guarantees of debt securities by one or more of the Subsidiary Guarantors (other than EQT Midstream Finance Corporation, a 100% owned subsidiary of the Partnership whose primary purpose is to act as co-issuer of debt securities). The Subsidiary Guarantors are 100% owned by the Partnership and any guarantees by the Subsidiary Guarantors will be full and unconditional. Subsidiaries of the Partnership other than the Subsidiary Guarantors and EQT Midstream Finance Corporation, if any, are minor. The Partnership has no assets or operations independent of the Subsidiary Guarantors and EQT Midstream Finance Corporation, and there are no significant restrictions upon the ability of the Subsidiary Guarantors to distribute funds to the Partnership by dividend or loan. In the event that more than one of the Subsidiary Guarantors provide guarantees of any debt securities issued by the Partnership, such guarantees will constitute joint and several obligations. None of the assets of the Partnership or the Subsidiary Guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

 

J.                           Subsequent Events

 

On July 22, 2014, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the second quarter of 2014 of $0.52 per common and subordinated unit, $0.7 million to the general partner related to its 2% general partner interest and $1.9 million to the general partner related to its incentive distribution rights. The cash distribution will be paid on August 14, 2014 to unitholders of record at the close of business on August 5, 2014.

 

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EQT Midstream Partners, LP

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

EQT Midstream Partners, LP (EQT Midstream Partners or the Partnership) is a growth-oriented Delaware limited partnership. The Partnership’s consolidated financial statements have been retrospectively recast for all periods presented to include the historical results of Sunrise Pipeline, LLC (Sunrise), which was merged into the Partnership on July 22, 2013, and the Jupiter Gathering System (Jupiter), which was acquired on May 7, 2014, as the transactions were between entities under common control. You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements, and the notes thereto, included elsewhere in this report. References in the following discussion and analysis to ‘‘EQT’’ refer collectively to EQT Corporation and its consolidated subsidiaries.

 

CAUTIONARY STATEMENTS

 

Disclosures in this Quarterly Report on Form 10-Q contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.  Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters.  Without limiting the generality of the foregoing, forward-looking statements contained in this Quarterly Report on Form 10-Q include the matters discussed in the section captioned “Outlook” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the expectations of plans, strategies, objectives, and growth and anticipated financial and operational performance of the Partnership and its subsidiaries, including guidance regarding the Partnership’s transmission and storage and gathering revenue and volume growth; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to transmission and gathering expansion projects); the timing, cost and capacity of the Ohio Valley Connector (OVC) and Mountain Valley Pipeline (MVP) projects; the expected terms and structure of the proposed joint venture related to the MVP project, including the EQT affiliate to own and/or operate MVP; natural gas production growth in the Partnership’s operating areas for EQT and third parties; asset acquisitions, including the Partnership’s ability to complete any asset acquisitions from EQT or third parties; the amount and timing of distributions, including expected increases; the effect of the AVC lease on distributable cash flow; future projected AVC lease payments; projected operating and capital expenditures; liquidity and financing requirements, including sources and availability; the effects of government regulation and litigation; and tax position. The forward-looking statements included in this Quarterly Report on Form 10-Q involve risks and uncertainties that could cause actual results to differ materially from projected results.  Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.  The Partnership has based these forward-looking statements on current expectations and assumptions about future events.  While the Partnership considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Partnership’s control. With respect to the proposed pipeline projects, these risks and uncertainties include, among others, the ability to obtain regulatory permits and approvals, the ability to secure customer contracts, the availability of skilled labor, equipment and materials, and, with respect to MVP, the risk that the joint venture may not be consummated.  Additional risks and uncertainties that may affect the operations, performance and results of the Partnership’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” in the Partnership’s Form 10-K for the year ended December 31, 2013.

 

Any forward-looking statement speaks only as of the date on which such statement is made and the Partnership does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

In reviewing any agreements incorporated by reference in or filed with this Quarterly Report on Form 10-Q, please remember that such agreements are included to provide information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about the Partnership. The agreements may contain representations and warranties by the Partnership, which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties to such agreements should those statements prove to be inaccurate. The representations and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments.  Accordingly, these representations and warranties alone may not describe the actual state of affairs of the Partnership or its affiliates as of the date they were made or at any other time.

 

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EQT Midstream Partners, LP

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Executive Overview

 

The Partnership declared a cash distribution to unitholders of $0.52 per unit on July 22, 2014, which represents a 6% increase over the previous distribution paid on May 15, 2014 of $0.49 per unit.

 

For the three months ended June 30, 2014, the Partnership reported net income of $52.1 million compared to $40.7 million for the three months ended June 30, 2013. The increase was primarily related to an increase in transmission and storage revenues of $17.2 million primarily due to increased firm transmission contracted capacity, driven by production development in the Marcellus Shale and the addition of AVC and lower income tax expense.  These increases were partly offset by a $7.2 million increase in operating expenses and higher interest expense primarily related to the AVC lease.

 

For the six months ended June 30, 2014, the Partnership reported net income of $101.6 million compared to $80.4 million for the six months ended June 30, 2013. The increase was primarily related to an increase in operating revenues of $39.8 million driven by production development in the Marcellus Shale and the addition of AVC, and lower income tax expense.  These increases were partly offset by a $16.4 million increase in operating expenses and higher interest expense primarily related to the AVC lease.

 

Business Segment Results of Operations

 

Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the chief operating decision maker in deciding how to allocate resources. Interest and other income are managed on a consolidated basis. The Partnership has presented each segment’s operating income and various operational measures in the sections below. Management believes that presentation of this information provides useful information to management and investors regarding the financial condition, results of operations and trends of segments. The Partnership has reconciled each segment’s operating income to the Partnership’s consolidated operating income and net income in Note C to the Consolidated Financial Statements.

 

Operating revenues and operating expenses related to the AVC facilities do not have an impact on adjusted EBITDA or distributable cash flow as the excess of the AVC revenues over operating and maintenance and selling, general and administrative expenses is paid to EQT as the current monthly lease payment. All revenues related to the AVC facilities are from third-parties.

 

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EQT Midstream Partners, LP

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Transmission and Storage Results of Operations

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2014		2013		%		2014		2013		%
FINANCIAL DATA		(Thousands, other than per day amounts)
Operating revenues:
Operating revenues – affiliate (1)	$	26,955	$	33,904		(20.5)	$	53,056	$	66,486		(20.2)
Operating revenues – third party (1)		32,170		8,056		299.3		65,386		16,539		295.3
Total operating revenues		59,125		41,960		40.9		118,442		83,025		42.7
Operating expenses:
Operating and maintenance		5,292		3,480		52.1		10,450		6,774		54.3
Selling, general and administrative		5,529		4,372		26.5		11,492		7,371		55.9
Depreciation and amortization		6,322		4,442		42.3		12,481		8,753		42.6
Total operating expenses		17,143		12,294		39.4		34,423		22,898		50.3
Operating income	$	41,982	$	29,666		41.5	$	84,019	$	60,127		39.7
OPERATIONAL DATA
Transmission pipeline throughput (BBtu per day)		1,676		1,152		45.5		1,640		1,027		59.7
Capital expenditures	$	25,080	$	12,284		104.2	$	39,081	$	23,223		68.3

 

(1)          On December 17, 2013, EQT completed the sale of Equitable Gas Company, LLC (EGC). Prior to the sale, revenues related to sales to EGC were recorded as affiliate revenues. Subsequent to the sale, revenues related to sales to EGC are recorded as third party revenues. For the three and six months ended June 30, 2013, these revenues were $9.1 million and $20.0 million, respectively.

 

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

 

Transmission and storage revenues increased by $17.2 million as a result of higher third party and affiliate firm transmission contracted capacity of $15.8 million, including $6.4 million related to the AVC facilities, and higher interruptible transmission service. The increase in transmission revenue is the result of increased production development in the Marcellus Shale.

 

Operating expenses totaled $17.1 million for the three months ended June 30, 2014 compared to $12.3 million for the three months ended June 30, 2013.  The increase in operating and maintenance expense resulted from additional costs associated with operating the AVC facilities of $1.2 million and increased repairs and maintenance expenses associated with increased throughput.  The selling, general and administrative expenses increased primarily related to additional costs associated with operating the AVC facilities of $1.0 million. The increase in depreciation and amortization expense was primarily a result of AVC facilities capital lease depreciation expense of $1.5 million as well as higher depreciation on the increased investment in transmission infrastructure, most notably the Low Pressure East expansion project that was placed into service in the fourth quarter of 2013.

 

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

 

Transmission and storage revenues increased by $35.4 million as a result of higher third party and affiliate firm transmission contracted capacity of $34.4 million, including $15.4 million related to the AVC facilities, and higher interruptible transmission service. The increase in transmission revenue is the result of increased production development in the Marcellus Shale.

 

Operating expenses totaled $34.4 million for the six months ended June 30, 2014 compared to $22.9 million for the six months ended June 30, 2013.  The increase in operating and maintenance expense resulted from additional costs associated with operating the AVC facilities of $2.3 million, increased repairs and maintenance expenses associated with increased throughput and higher allocations including personnel costs from EQT. Selling, general and

 

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EQT Midstream Partners, LP

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

administrative expenses increased primarily related to additional costs associated with operating the AVC facilities of $1.9 million, $1.1 million of increased professional services and other costs associated with growth of the business and $0.8 million of increased personnel costs including incentive compensation. The increase in depreciation and amortization expense was primarily a result of AVC facilities capital lease depreciation expense of $2.8 million as well as higher depreciation on the increased investment in transmission infrastructure, most notably the Low Pressure East expansion project that was placed into service in the fourth quarter of 2013.

 

Gathering Results of Operations

		Three Months Ended June 30,						Six Months Ended June 30,
		2014		2013		%		2014		2013		%
FINANCIAL DATA		(Thousands, other than per day amounts)
Operating revenues:
Operating revenues – affiliate	$	30,203	$	32,334		(6.6)	$	62,069	$	59,325		4.6
Operating revenues – third party		2,240		1,377		62.7		4,468		2,873		55.5
Total operating revenues		32,443		33,711		(3.8)		66,537		62,198		7.0
Operating expenses:
Operating and maintenance		5,655		4,887		15.7		11,107		9,506		16.8
Selling, general and administrative		5,027		3,658		37.4		9,538		6,740		41.5
Depreciation and amortization		2,203		1,992		10.6		4,415		3,946		11.9
Total operating expenses		12,885		10,537		22.3		25,060		20,192		24.1
Operating income	$	19,558	$	23,174		(15.6)	$	41,477	$	42,006		(1.3)
OPERATIONAL DATA
Gathering volumes (BBtu per day)		708		656		7.9		687		596		15.3
Capital expenditures	$	24,858	$	6,924		259.0	$	41,031	$	18,334		123.8

 

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

 

Gathering revenues decreased by $1.3 million as a result of a lower average gathering fee partly offset by higher gathered volumes for the three months ended June 30, 2014 compared to the three months ended June 30, 2013. The average gathering fee decreased due to a lower gathering rate on Marcellus Shale volumes in the current year for Jupiter. The increase in gathered volumes was the result of increased production development in the Marcellus Shale.

 

Operating expenses totaled $12.9 million for the three months ended June 30, 2014 compared to $10.5 million for the three months ended June 30, 2013.  The increase in operating and maintenance expense was primarily due to increases in repairs and maintenance and allocations from EQT partly offset by decreased purchased gas costs.  Fuel usage and other requirements on the gathering system, excluding Jupiter, have historically exceeded the natural gas retained from the Partnership’s gathering customers as compensation for its fuel usage and other requirements.  Purchased gas costs were recorded for the difference.  The decline in purchased gas costs during 2014 was primarily the result of operating improvements.  The increase in selling, general and administrative expense primarily resulted from increased allocations from EQT of $0.7 million due to higher corporate overhead and personnel costs as well as transaction costs of $0.7 million incurred by the Partnership in connection with the Jupiter Acquisition.  The increase in depreciation and amortization expense resulted from additional assets placed in-service.

 

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