Good morning. My name is Joseph, and I will be your conference operator today. At this time, I would like to welcome everyone to the Equitrans Midstream Quarter 1 2022 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question during this time, simply press Star followed by the number 1 on your telephone keypad. If you'd like to withdraw your question again, press Star and then number 1. Thank you. Nathan Tetlow, Vice President of Corporate Development and Investor Relations, you may now begin your conference. Good morning and welcome to the first quarter 2022 earnings call for Equitrans Midstream Corporation. A replay of this call will be available for 14 days beginning this evening. The phone number for the replay is 800-770-2030 or 647-362-9199, and the conference ID is 662-5542. Today's call may contain forward-looking statements related to future events and expectations. Please refer to today's news release and risk factors in ETRN's Form 10-K for the year ended December 31, 2021, and as updated by Form 10-Qs for factors that could cause the actual results to differ materially from these forward-looking statements. Today's call may contain certain non-GAAP financial measures. Please refer to this morning's news release and our investor presentation for important disclosures regarding such measures, including reconciliations to the most comparable GAAP financial measure. On the call today are Thomas Karam, Chairman and CEO, Diana Charletta, President and Chief Operating Officer, Kirk Oliver, Senior Vice President and Chief Financial Officer, Justin Macken, Senior Vice President, Gas Systems Planning and Engineering, Brian Pietrandrea, Vice President and Chief Accounting Officer, and Janice Brenner, Vice President and Treasurer. After the prepared remarks, we will open the call to questions. With that, I will turn it over to Thomas. Thanks, Nate. Good morning, everyone. Today we reported first quarter 2022 net income of $105 million, adjusted EBITDA of $277 million and deferred revenue of $87 million. The base business continues to deliver solid results. Kirk will provide details on the financial results in a few minutes. Today, we also provided new guidance regarding MVP, which includes an in-service target of second half of 2023 and a total project cost of approximately $6.6 billion. After extended review of the recent court decisions and discussions with federal agencies, external counsel and our partners, we believe the path forward is to pursue new permits from the relevant federal agencies. Along with the agencies, we recognize the scrutiny that these permits will inevitably face. However, we have confidence that the agencies can produce not only technically sound permits as they have in the past, but also permits that connect the dots between the technical decisions and the respective federal law, effectively mitigating potential perceived ambiguities. We are focused on everything within our control, and at the end of the day, we believe we live in a country of laws and regulations, and that projects like MVP that follow every required process and receive every required permit will and have to prevail. On the permitting side, we recently received some positive news, as FERC unanimously approved MVP certificate amendment relating to changing the construction method on certain water body and wetland crossings from open cut to trenchless. Lastly, as I suspect you are all aware, in recent months, Senator Manchin has been leading the charge from Washington to make the case for MVP. He and others have consistently said that MVP's role in our energy security and reliability is critical as we continue to work toward a lower carbon economy. The current geopolitical unrest driven by the invasion of Ukraine by Russia has exacerbated the costs of a tight market and will continue to do so for some time. We have remained in frequent contact with Senator Manchin, Senator Capito and others discussing the possible paths to bring MVP into service. The public statements from Senator Manchin have outlined some of them. We appreciate the public support for the project and will remain engaged on all fronts while we will not speculate further on those statements. Now I'll turn it over to Diana for the operations update, and then Kirk will discuss the financial results, and I'll come back later for more questions. Diana? Thanks, Tom. Good morning, everyone. I'll start with the gathering segment. In the first quarter, we gathered about 8 BCF per day. In the current environment, we expect Appalachian Basin volumes to remain roughly flat. Based on development plans for this year, we do expect a decline in our 2022 gathered volumes versus 2021. Moving on to transmission. In February, we announced the Ohio Valley Connector expansion or OVCX project and the start of the FERC application process. To remind you, OVCX will add about 350 million cubic feet per day of deliverability on our Ohio Valley Connector pipeline, which provides us access to the Midcontinent and Gulf Coast markets through interconnects in Clarington, Ohio. The incremental OVC capacity is targeted for in-service in Q3 2023, and we will keep you updated as we make progress on the project. On the water side, the 10-year mixed-use water agreement with EQT commenced on March 1. The water services agreement includes an annual revenue commitment of $40 million for the first 5 years and $35 million in the remaining 5 years. In 2022, we expect water EBITDA of approximately $30 million. This year, we plan to invest approximately $75 million to complete the initial mixed-use system build-out. This amount includes approximately $20 million to replace certain previously installed water lines that we believe do not meet their prescribed quality standards. We do intend to seek reimbursement of these replacement and related costs. Next, an update on ESG. This year we plan to build upon our momentum from last year, particularly in the area of methane mitigation, which is again included as a component of our short-term incentive plan. Last year, we began a program to replace high bleed pneumatics with low bleed, as well as replacing certain gas-driven pneumatics with instrument air systems. This program continues in 2022, and we are targeting a 6% reduction in annual pneumatic methane emissions relative to our 2019 methane emissions for the year. We also plan to expand our reporting to include the CDP Water Security Questionnaire and to undertake a TCFD readiness assessment to further expand our ESG platform. We are committed to the sustainability of our operations, and we will continue to make additional advancements this year and beyond. I'll now turn the call over to Kirk. Thanks, Diana, and good morning, everyone. Today, we reported first quarter net income attributable to ETRN common shareholders of $87 million and earnings per diluted ETRN common share of $0.20. Net income was $105 million. Adjusted EBITDA was $277 million, and deferred revenue was $87 million. We also reported net cash provided by operating activities of $186 million and free cash flow of $24 million. Net income attributable to ETRN common shareholders was impacted by two items. First, by a $6 million unrealized gain on derivative instruments, which is reported within other income. This is related to the contractual provision entitling ETRN to receive cash payments from EQT, conditioned on specific NYMEX Henry Hub natural gas prices exceeding certain thresholds post MVP's in service and through 2024. Second, by a $23 million reduction of valuation allowances because of decreases in deferred tax assets. This gets reflected through the income tax expense line. After adjusting for these two items, first quarter adjusted net income attributable to ETRN common shareholders was $59 million and adjusted earnings per diluted ETRN common share was $0.14. ETRN operating revenue for the first quarter 2022 was lower compared to the same quarter last year by $38 million. This was primarily from the impact of deferred revenue, lower gathered volumes, and lower water services revenue. Operating expenses for the first quarter 2022 were $10 million lower than the first quarter 2021. The decrease was driven by lower SG&A and O&M expenses. For the first quarter, Equitrans will pay a quarterly cash dividend of $0.15 per common share on May thirteenth to Equitrans common shareholders of record at the close of business on May fourth. Today, we introduced a full-year 2022 financial guidance, which includes net income of $250 million-$330 million, adjusted EBITDA of $970 million-$1.05 billion, and deferred revenue of approximately $355 million. Lastly, we recently closed an amendment to our revolving credit facility. We appreciate the support of our lenders who worked with us to provide flexibility while MVP progresses toward completion. The key changes to the facility include a reduction to the facility size from $2.25 billion to $2.16 billion through October of 2023, and then $1.55 billion through the final maturity in April of 2025. The maximum consolidated leverage ratio will be 5.5x for the term of the facility, except that the facility now includes a feature that provides for a step-up in the maximum leverage ratio to 5.85x for four quarters, beginning with the mobilization of forward construction on MVP. I'll now hand the call back to Tom. Thanks, Kirk. In summary, the base business and operations remains resilient. We're committed to the path forward on MVP and confident that the new in-service target provides sufficient time for permit reissuance and for the 4-5 months of remaining construction. As Kirk just mentioned, we gained flexibility under the credit facility to manage through the MVP build period. We're pleased that the natural gas has entered the national dialogue in a positive way. It is evident to us that our abundant domestic natural gas reserves must be developed and transported to meet the world's increasing demand for reliable energy. Lastly, I'd like to congratulate Diana, who was elected to the board of directors last week. Diana will bring the same thoughtful commitment to excellence to the board as she does to operating the business. With that, we're happy to take your questions. At this time, I would like to remind everyone that in order to ask a question, press star and then the number one on your telephone keypad. We'll pause for just a moment to compile a Q&A roster. The first question comes from the line of Brian Reynolds. Your line is open. Hi, good morning, everyone. Maybe to start off, congrats to Diana on the election to the board. Maybe to start off with Diana, I was wondering if we could get an update, just on MVP and specifically the signposts that help drive the updated second half 2023 in-service date. You know, at the end of the day, any incremental color around the regulatory timeline, assumptions around the Fourth Circuit, you know, the FERC and Army Corps would be great. Thanks. From a timeline perspective, what we have assumed there now is with the interaction that we're having with the agencies, which has been positive, we think we'll be back to construction second quarter, which gives us the timing that we've given you. Second quarter of 2023. Let me be clear. Is there any kind of update on potential, I guess, Fourth Circuit ruling or just any update on when we could get additional permits from the FERC or Army Corps? Yeah. We're not gonna work through the detail of every one of those pieces. The way that right now our guidance is that we get through all of that in the remainder of this year, and we have everything we need to start by Q2 2023 construction. Great. Appreciate it. Maybe just as my one follow-up, just to talk on the updated guidance. First off, it seems like the free cash flow guidance was slightly revised downwards exclusive of the CapEx raise. I was just curious if you could just provide some color around the drivers around that free cash flow assumption change. Secondly, was curious how we should think about the potential payment to ETT at year-end 2022 now that, you know, the MVP timeline has officially been pushed into 2023. Thanks. Sure. There is an additional CapEx, which it sounds like you've caught, which is the increase for the water replacement. The volumes are slightly down for this year over last, and that's a mixture of producer activity and some of the water issues that we have pushing a couple of pads into next year. Certainly, we're gonna continue to see producers stay disciplined, and there is a physical limitation to the basin takeaway. The long-term strength of the business remains. With additional takeaway capacity, we have the ability to grow. Great. Appreciate the color. Have a great day, everyone. Your next question comes from the line of John Mackay. Your line is now open. Hey, good morning. Thanks for the time. Good morning. I just wanted to pick up maybe on that last comment. Maybe you could just talk a little bit, what's driving the declines for kinda gathering through the year. Understand kind of some of the 1Q issues, but it looks like most of the producer set is kind of flattening slightly up through the balance of the year. Just trying to balance those two, and whether or not, you know, maybe going forward you might expect declines to continue as well, before MVP comes online. Thanks. I would say the biggest part of that producer activity, and that bump out is because of the water and the timing of the pad. We're seeing some declines in some other places, but the key core acreage, we feel like it's certainly flat until we can get some takeaway capacity, and then I think it grows. Okay. You would expect that to come online kind of once the water issues are fixed? Correct. Okay. Thanks for that. Maybe just to follow up, maybe just another on the base business costs. I think you guys mentioned the costs were better this quarter. Just curious how much of that is ratable versus kind of a one-off, just how we should think about that going forward. When you say costs, are you talking about expenses? Yeah, on the O&M side. Yeah. On the O&M side, I mean, we are seeing a little bit of inflation pressure on, you know, light haul and oil just like everybody else. We certainly also have an asset optimization part of the business that can take advantage of a little bit of this commodity uptick. They're balancing each other out. We are seeing inflation on the capital side as well. All right. That's fair. I'll leave it there, and we'll get back in the queue. Thanks. Your next question comes from the line of Michael Blum. Your line is open. Thanks. Good morning, everyone. Just had a couple of quick questions. The first, just given the updated terms of the credit agreement, is it fair to say that the dividend is safe now at current levels, or is this still something that could be a lever depending on how MVP progresses? No, this is Kirk. No, the dividend is safe. I mean, cash flow from the base business supports the dividend fine. We have no thoughts of doing anything with the dividend. Okay, great. I just wanted to make sure I understood in the comments on MVP Southgate, you sort of referenced in a footnote potential changes to the sort of design and timing. Can you just elaborate a little bit on that? Thanks. Yeah. I think there's really no question about the demand and the need for Southgate. Given the environment and some of the recent rulings, we are evaluating the project, having discussions centered around whether there are ways we can better optimize the design and the timing with customers. Okay, great. Thank you so much. Your next question comes from the line of Neil Mehta. Your line is open. Hi. Good morning. Just wanted to come back to the timing of MVP. It sounds like once you submit your permits, you want to go straight to construction, get the project online in the second half of 2023. In the past, you've had a lot of appeals and the Fourth Circuit has come back and kind of looked at them. What makes you confident that, you know, there isn't gonna be a legal process? Would you wait a certain amount of time to move forward after you submit your permits just to make sure that there isn't going to be a legal issue again before going forward with that final construction piece? There's no question that the court has departed from historical judicial deference. We're also now dealing with a narrower scope of issues, one of which was just recently addressed by FERC. There are certain foundation aspects of the permits that were upheld, challenges to the route, hydrological assessment, framework for MVP's action areas, and basis for incidental take. While the agencies did do a much more substantive review in the last round and exceeded regulatory and legal requirements under applicable laws, we believe that the agencies now understand the need and are working to specifically articulate the legal rationale for their technical decisions in order to proactively mitigate potential ambiguity. Right. Right. Which is generally not required in the permit application. They need to really focus on the legal reasons why they're writing their decision, not the technical scientific aspects of the permit. They all understand that, and they're working diligently to put those into the permit. Just so I understand it right, you can file the permits. There's obviously gonna be interveners, but it's the Fourth Circuit who decides whether they're gonna hear the issues. If they don't, then you move forward and can progress with construction. Is that correct? That's correct. Okay. Just a quick one. I wanted to follow up on the agreement with EQT. I know they sold off the remaining amount of shares they had in ETRN and also the roughly $200 million in the gas gathering agreement could potentially come up in terms of being reimbursed for not having the project on in 2022. Any discussion with them or thoughts on how that would play out? I don't believe they've made a determination as to what they wanna do there, so we're just waiting to hear what their determination is. Either way, we'll work through it, whatever they want. Okay, great. Thank you very much. Your next question comes from the line of Becca Followill. Your line is now open. Good morning, guys. Following up on the water CapEx that you're gonna spend there, you said you're gonna seek recovery. Is that from the people that constructed the pipelines or the original owners? It is pending legal review, but it isn't really the people that constructed the pipeline that we're having an issue with. It's really a vendor issue. We are gonna seek recoupment, but it's not from the people that constructed the project. Gotcha. Okay. Thank you. That's all I had. Thank you. Your next question comes from Sunil Sibal. Your line is open. Yes. Hi, good morning, folks, and thanks for all the clarity. My first question related to the leverage. I realize that, you know, you reworked the covenants. Could you tell us, you know, where were you at the end of Q1 2022 with respect to the 5.5x max leverage covenant? Yeah. This is Kirk. I mean, right now, prior to MVP going in service, we're looking at, you know, getting up into like the low fives. Okay. Just specifically the Q1 end, or we can take it offline if you don't have that, you know. I don't have it on my screen. This is Janice. Yeah. Yeah, we just recently amended the revolver, and we appreciate the support of our banks as we did that. The revolver is smaller now, but we have sufficient coverage under the covenant. We are now at 5.5x through the maturity of April 2025, and it steps up to 5.85x. We have sufficient room under the covenant, and we are thankful for the support of the bank in order to address that revolver. Understood. Any discussions with rating agencies post that, or it's kind of, a little bit early for that? Yes. This is Janice again. We remain in very close dialogue with the rating agencies, and we continue to highlight the strong core business that generates cash flow, along with the improving strength of our counterparties. They do remain focused on leverage in advance of MVP in service, but the increasing balance sheet strength, and the recent upgrade to investment grade by two of the three agencies of our largest customer, coupled with our strong core business, are certainly positive. Okay. Got it. I will leave it there. Thanks. Your next question comes from. Hi. Good morning. Morning. I was curious, I guess, the process for how it works for the partners to approve a budget and if, you know, as construction costs change over time, how often does that happen? How does the process work there? I guess, you know, if the different partners didn't wanna participate or wanted to maybe decrease their ownership stake in the project, just how would that process work? When's the next time there's a budget approval? We're good from a budget perspective right now. It doesn't come in a normal cadence. It's when we need the money. What we have from that perspective is funded enough that we didn't need to ask for that from the partners. Although the partners are all on board with where we are and what we think that final cost will be, our board has approved the capital that we need, but we haven't had to go back to the MVP partnership as a normal course of business and ask for that as of yet. Got it. I mean, I think your second. Yeah, go ahead. Sorry. Go ahead. I mean, I think your second part of the question is how it works if a partner were to decide to maybe just walk away. The JV agreement limits that ability for partners just to walk away from the project. Got it. There is no option for them to walk away, but if they wanted to decrease their ownership interest, sell their stake to a partner, is that part of the process or just any thoughts you could share with us there? Yeah. There are ways that they can offer those interests up, and of course, we have a right of first refusal on that, we and NextEra. I will say we are still all lockstep in agreement with our partners as far as what the path is forward and what those costs will be. Got it. Okay, great. I'll leave it there. Thank you. Thank you. Again, if you would like to ask a question, press star and then the number one on your telephone keypad. Your next question comes from the line of John Mackay. Your line is open. Hey, guys. Thanks again. I figured I'd just hop in with one more here. Tom, you talked a little bit about the kind of broader political support you're seeing in D.C., and I know you don't want to get into the details. That's fine. I guess I'm just curious. This new timeline you sought out for second half of 2023, does that assume any kind of, you know, incremental political support from here? Or is that still just kinda based on your, you know, base case timeline that you redo the permits, you get FERC approval, et cetera, and not necessarily any, you know, new help out of D.C.? Yeah, John, good morning. I think the-- I'm loathe to say this because it's MVP, but the timeline guidance that we put out I would define as regular way guidance, meaning that, we're actively engaged with the agencies for them to reissue the BiOp and right-of-way opinion. FERC has already acted. The U.S. Army Corps is continuing to do their work. The guidance contemplates a timeframe that would be consistent with their ability to complete the regular way work that they have to do to issue the permits. Then the construction would commence immediately after that. As Diana alluded to earlier, the only thing that could impair that or impact that would be if the Fourth Circuit panel were to issue a stay on any one of those permits. We're grateful for the political support, both vocal and whatever other activity is going on, but that's not something that's within our control. We're focused on doing the work we have to do to work with the agencies to put out, in our minds, what will be unprecedented level of comprehensive permits and for the BiOp for the third time. That's very clear. Thank you for that. There are no further questions at this time. Thomas Karam, I turn the call back over to you. Yeah, thank you. I, before we close, I'd just like to get on a soapbox here for a second, if I can, to follow up a little bit on what John was saying. It should be readily apparent to everybody, given the geopolitical chaos that's occurring around the world, that notwithstanding everyone's desire to very quickly move to a no or low carbon economy and world, there is no way to do that without continuing to support and use fossil fuels, and in particular, natural gas, because this is a global issue. As many of the producers have been saying, we have the ability and the resources to increase our production so that we can help accelerate the rest of the world to reduce their emissions. At the same time, we can maintain reliability, energy security, and national security for the residents of this country. A little bit of a soapbox, I apologize, but we can do two things at one time. We can quickly move and invest in technology and to try to find ways so that we can use renewables and as well as other energy sources to reduce our carbon emissions. We have to accept and acknowledge that it's going to be a long period of time that we will absolutely continue to use natural gas as a critical component. With that, I'll say thank you for joining our call today, and we hope to talk to you all again soon. This concludes today's conference call. You may now disconnect.
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