Good morning and welcome to Equitrans Midstream Corporation's Fourth Quarter 2023 Earnings Call. All participants are in a listen-only mode. After the speaker's presentation, we will conduct a question-and-answer session. To ask a question, you'll need to press star followed by the number one on your telephone keypad. As a reminder, this conference call is being recorded. I would now like to turn the call over to Anthony DeFabio, Treasurer and Director, Investor Relations. Thank you. Please go ahead. Good morning and welcome to the Fourth Quarter 2023 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. The conference ID is 6625542. 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 31st, 2022, and as updated by Form 10-Qs for factors that could cause the actual results to differ materially from these forward-looking statements. Also, the Form 10-K for the year ended December 31st, 2023, is expected to be filed with the SEC later today. 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 Diana Charletta, President and CEO, Kirk Oliver, Executive Vice President and Chief Financial Officer, Justin Macken, Executive Vice President, Pipeline Operations and Project Execution, Nate Tetlow, Senior Vice President, Commercial Services, Janice Brenner, Senior Vice President, Finance and Investor Relations, and Brian Pietrandrea, Vice President and Chief Accounting Officer. After the prepared remarks, we will open the call to questions. With that, I'll turn it over to Diana. Thanks, Anthony, and good morning, everyone. As many of you know, effective January 1st, Tom Karam moved into the role of Executive Chairman. Tom has led Equitrans for the past five years since we started as a standalone company. We want to thank him for his unwavering efforts and continued support. Before we jump into the business discussion, I want to address a statement from this morning's news release. Our board has been engaged in a process with third parties that have expressed interest in strategic transactions with us. We are not surprised by this interest, given the expected near-term completion of MVP and our view of the strength of our assets. Our board has engaged outside advisors, and the process is ongoing. As you may expect, we will not be addressing questions on this matter. Moving on to the business update. Our priority remains bringing MVP into service safely, which includes a steadfast focus on the project's environmental protocols and maintaining permitting compliance. This morning, we updated our targeted completion to the second quarter of 2024 at a total estimated project cost ranging from approximately $7.57 billion to $7.63 billion. Following the passing of the Fiscal Responsibility Act of 2023, we have made substantial construction progress. As we exited 2023, we continued to track to our prior guidance despite challenging construction conditions, which caused lower productivity than we forecasted. In addition to unforeseen construction issues, throughout much of January, we encountered considerably adverse weather conditions, including precipitation well above 20-year averages. While our construction plans took into account the potential effects of winter weather, these conditions were far worse and lasted much longer than anticipated, which had a significant impact on productivity, which in turn impacted our ability to reduce construction headcount. These factors resulted in our updated timing and total project cost targets. More recently, the weather has been favorable, and our productivity rates have shown improvement. As of February 15th, roughly 300 mi of pipes had been installed, leaving less than 4 mi remaining. Of the 428 water crossings that remained when construction resumed in 2023, we had 13 left to cross. We are purged and packed through the first 77 mi of the project and have hydro-tested just about 180 mi, and progress continues every day. If the current weather conditions continue, by the time we exit February, we expect to have further narrowed the risk of overall construction time, and the remaining construction is expected to be limited to three of the project's nine working spreads, all in Virginia. The construction work in these areas will consist of finishing the remaining crossings, of which five are bores, completing the Appalachian Trail crossing, and installing pipe on some of the steepest slopes along the route. Once construction is complete, only commissioning activities will remain before we place the pipe in service, which are less impacted by weather and require far less labor. While the majority of MVP construction is complete, the remaining construction includes some of the most difficult tasks on the project and could present further challenges. We are narrowing the scope of remaining activities, and our focus remains to safely bring this critical pipeline into service. I'll now turn it over to Justin for the operations update, and then Kirk will discuss the financial results. Justin. Thanks, Diana. Good morning, everyone. Let's start with our gathering segment. In 2023, we averaged about 7.7 Bcf per day of gathered volume, which was roughly flat year-over-year. For 2024, we expect gathered volumes to again be flat on a year-over-year basis as we continue to see producers remain at maintenance levels. Our Hammerhead asset continued to provide interruptible service in the fourth quarter, and we will be ready to reverse flow and make deliveries to MVP when Hammerhead achieves full commercial in-service alongside MVP in-service and firm commitments commence. In 2023, we also made progress on a compression project for a producer customer who installed 32,000 horsepower of booster compression that is backed by a long-term firm commitment and is expected to be in service in the coming days. The majority of capital investment for this project was in 2023. Our gathering and transmission systems are highly integrated and currently provide the only direct upstream connectivity to MVP. MVP and the potential expansion project would add approximately 2.5 Bcf per day of takeaway capacity to an area of the basin that has been constrained for several years. Given this dynamic, combined with the growing demand in the Southeast and expected improvements to TETCO M2 pricing with MVP in service, we believe that over the next several years, there is a path for volume growth within the basin following MVP in service. Today, we initiated 2024 gathering CapEx guidance of $210 million to $260 million. Moving on to transmission, we are nearing completion of the Ohio Valley Connector expansion project, or OVCX, which we expect to place in service in the second quarter of 2024. OVCX will add about 350 million cubic feet per day of incremental capacity. Once the expansion is complete, our OVC pipeline will have the ability to move over 1.2 billion cubic feet per day of gas to Clarington, Ohio, and can also provide backhaul capacity to reach MVP with the same capacity, enhancing basin liquidity and providing customers significant optionality. Our 2024 transmission CapEx guidance is $75 million to $85 million, which includes approximately $40 million for the OVCX project. In December, the MVP joint venture executed 20-year binding precedent agreements with two Southeast utility customers for the amended Southgate project. In aggregate, the firm capacity commitments total 550 million cubic feet per day. The joint venture recently completed an open season and expects to finalize the project scope in the coming months. Currently, the Southgate project is targeted to be completed in June 2028. On the water segment, in 2023, we completed the majority of our mixed-use water system. For 2024, our water CapEx is expected to be approximately $25 million to $35 million. I'll now turn the call over to Kirk. Thanks, Justin, and good morning, everyone. This morning, we reported full-year net income attributable to ETRN common shareholders of approximately $387 million and earnings per diluted common share of $0.89. Net income for the year was $455 million, Adjusted EBITDA was $1,056 million, and deferred revenue was $329 million. We also reported full-year net cash provided by operating activities of approximately $1 billion and free cash flow of negative $129 million. For the fourth quarter, we reported net income attributable to ETRN common shareholders of $134 million and earnings per diluted common share of $0.31. Net income was $150 million, Adjusted EBITDA was $272 million, and deferred revenue was $88 million. We also reported net cash provided by operating activities of $291 million and free cash flow of negative $241 million. Net income attributable to ETRN common shareholders for the full year was impacted by several items. First, by $9.4 million of operating expense related to the Rager Mountain storage incident. Second, a $7.8 million write-down of a contract asset in the water segment. And last, a $1.5 million unrealized gain on derivative instruments, which is reported within other income. This relates to the contractual provision entitling ETRN to receive cash payments from EQT conditioned on specific NYMEX and Henry Hub natural gas prices exceeding certain thresholds post-MVP in service and through 2024. After adjusting for these items, full-year adjusted net income attributable to ETRN common shareholders was $398 million, and adjusted earnings per diluted ETRN common share was $0.91. The fourth quarter was impacted primarily by a $5.9 million unrealized loss on derivative instruments related to the contractual provision with EQT mentioned earlier. After adjusting for this, Q4 adjusted net income attributable to ETRN common shareholders was $139 million, and adjusted earnings per diluted share was $0.32. Additionally, we reported full-year equity income of $175 million and fourth quarter equity income of $78 million, which is primarily associated with AFUDC relating to MVP construction. Operating revenue for the full year increased by $36 million compared to last year, which was primarily driven by increased transmission and water service revenue and was partially offset by lower gathering revenue. Revenue for the fourth quarter of 2023 increased by $5.4 million compared to the fourth quarter of 2022, primarily as a result of increased gathered volumes, partially offset by lower water volumes. Operating expenses for the full year increased by approximately $89 million compared to 2022 due to increased SG&A and O&M costs, primarily due to an increase in personnel costs related to the MVP performance award and other incentive compensation, as well as an increase in water expenses, including the $7.8 million contract asset write-down and increased depreciation expense. Operating expenses for the fourth quarter of 2023 were roughly flat compared to the same quarter for 2022. For the fourth quarter of 2023, ETRN paid a cash dividend of $0.15 per common share on February 14, 2024, to shareholders of record at the close of business on February 6, 2024. Finally, today, we initiated guidance for 2024. For the full year, we're forecasting net income of $375 million to $455 million, Adjusted EBITDA of $1.235 billion to $1.315 billion, and deferred revenue of approximately $145 million. We're also forecasting full-year CapEx and capital contributions of $850 million to $955 million, free cash flow of - $65 million to - $145 million, and retained free cash flow of - $325 million to - $405 million. I'll now hand the call back to Diana. Thanks, Kirk. Before we open the call to questions, I would like to take a minute to thank our employees. They remain endlessly committed to ETRN's success through their ongoing commitment to safety and environmental compliance. Thank you. With that, we'll open the call to questions. As a reminder, to ask a question, please press star followed by the number one on your telephone keypad. To withdraw any questions, please press star one again. Our first question comes from Spiro Dounis from Citi. Please go ahead. Your line is open. Thanks, operator. Morning, everybody. Would, of course, have loved to have started with the strategic process, but it sounds like that's out of bounds today. So maybe start with the MVP expansion, the opportunity there, and thinking about how to incorporate some value. Just curious if you all could speak to maybe some of the returns you'd expect from a project like that. I believe it's just compression. And not to get too ahead of it, but is it expandable beyond 0.5 Bcf/d if you do looping and compression as well? Hi, this is Justin. So I guess starting with the scope, we expect the expansion will probably be in the range of 0.5 Bcf/d, as we've talked about previously. Based on where we have scoped out the fourth greenfield compressor station and what we are physically able to add at the other stations, that's probably the sweet spot for expansion. Technically, there are ways to go above that, but we'll have to weigh the economics of doing so. In terms of build multiples, you're probably looking in the three to four range because this is a very strong project limited to just the compression investment. Got it. That's helpful color. Maybe turning back to MVP construction, Diana, I appreciate all the color on the process from here. It sounds like some of the more challenging routes are still ahead, but all kind of anticipated. I guess with that rain that you had mentioned, just looking at some of the local news reports, it seems like there was some runoff issues and potentially some local complaints. Just want to make sure, can you just confirm all permits are still in good standing? Are the weather issues have not triggered any sort of delays from an oversight perspective either? Yes. So the permits are all still good, working very closely with the Virginia DEQ and the other agencies. The inspectors are out there daily, and we are actually I think that issue has cleared up a bit as far as the turbidity and working with the landowner there, but everything's in good shape. Great. I'll leave it there for today. Thanks for the time. Thank you. Our next question comes from John Mackay from Goldman Sachs. Please go ahead. Your line is open. All right. Thanks for the time. Maybe I'll just pick up on that last point because it's kind of the theme here. Just in terms of the new timeline, I think you're pointing to a June 1st in service, at least kind of baked into your guidance. Curious just if you could frame that up. I mean, it's a few months, it's two months kind of past your prior benchmark. You've probably seen a month of delays. So just trying to think of how conservative you're feeling on that number right now and maybe any more guideposts to watch from here. Sure. With every week of good weather, we're able to narrow the variability of that cost and that timing. Challenges, obviously, still remain, but they're decreasing as we complete each task. February weather has been better. We did have some rain, I think, the weekend before last, but the next 10 days look pretty good, and that'll get us to the end of the month. So productivity has improved since January. Daylight continues to increase, which lengthens our workday. We have a handful of bores left to complete and some steeps, but the work plan for April is substantially commissioning work, which will require significantly less people and will not be as sensitive to weather. So that's kind of how I look at it. We'll finish up construction through March, and April will mostly be commissioning. Just to clarify that, I think in the past, you've talked about commissioning generally being about a month. Is that fair? Yeah. That's our activities. We've been commissioning on the pipeline. 77 mi already have gas in them, and it's purged and packed. But we still have our third compressor station, and we need to get gas to it, which will happen sometime in March. And then after we complete these other couple of pieces, we'll hydro-test and work as we go. So about a month is a good rule of thumb. Thanks for that. Maybe just second question here. Thanks for that clarification. You got some incremental leverage relief, I think, on your revolver. Kirk, I guess this is for you. Maybe just frame that up in the context of the increased CapEx cost and how you're feeling about your buffer versus these new ceilings. Thanks. Yeah. Feeling really good about the buffer. So what we did is, and the banks have been really good to work with on this. But we got the leverage covenant raised to 6x for Q1, 6.25x for Q2, and then it comes back to 5.85x and then down to 5.5x on the following quarter. All right. Thank you. Appreciate the time. Our next question comes from Michael Blum from Wells Fargo. Please go ahead. Your line is open. Thanks. Good morning, everyone. Maybe we'll stay on the balance sheet since that was the last question. Wanted to just kind of get your thoughts on the dividend at this point as a lever, given that clearly, with all the CapEx spending, that leverage is higher. Any thoughts to reduce the dividend to free up some cash to accelerate the leveraging process? No, we haven't got any thoughts about doing anything with the dividend right now. We are focused on delevering, and we have the MVP project financing that we will be turning to as soon as MVP is in service. And that'll be a big chunk of that reduction right there. We've set, I think, $800 to $1 billion on that, and we are looking at possibly increasing that amount if we can and the market's there at the time. Okay. Got it. That's helpful. Thank you. And then just wanted to ask about kind of what steady state sustaining CapEx would look like after MVP's in service and if we just kind of ignore some of these discrete projects that you've already outlined. I know you have that, but I think it's slide 8. You talk about sustaining CapEx of $200 million to $250 million. Is that what you would view as the total amount of CapEx required to keep kind of the cash flows of the overall business flat, or is there more cost we should be thinking about? That number is specific to our gathering segment. I think as we look at this year, I mean, we've guided to the $200 million to $250 million for some time now in terms of gathering, sustaining CapEx. We're probably on the low end of that range for 2023 and now for 2024. If you take some of the growth projects, compression-related projects that we have in the works this year, we're probably closer to that $200 million for the gathering segment, if that answers your question. Great. Thank you so much. Our next question comes from Jeremy Tonet from JP Morgan. Please go ahead. Your line is open. Hi. Good morning. Good morning. Good morning. Just want to start off with a question on Hammerhead here. It seems like the expected EBITDA ticked down a bit from the last disclosure, if we have that correct. Just wondering if you could talk about some of the drivers there. Yeah. Jeremy, this is Nate. So that slide now reflects $65 million of EBITDA, which is really from the 1.2 Bcf/d of firm commitments, and those are directly tied to MVP's in service. I think previously, on that slide, we had included about 200 a day of uncontracted capacity. Justin mentioned it in the opening remarks, but the Hammerhead pipeline, we've been moving volumes on that pipeline. It is bidirectional, so we have interconnects with other pipes beyond MVP. And in 2023, we earned about $5 million of revenue moving those volumes. We do have another pad that's coming on here, I think, mid-year, and those volumes will flow north on Hammerhead. So that's additive to the $65 million. So I think we really just cleaned up that slide to make it the EBITDA that's directly attributable to the timing of MVP in service. Certainly, we're looking to earn above the $65 million, and that started to do that in 2023. Got it. Thank you very much for that. At the risk of bringing too fine of a point of it on MVP at timeline, just wanted to see when you put the May 30th, June 1st dates out there, is that considered is that just the most recent as of today? There was a lot of snow over the weekend. Just wondering if that's all considered here. Sorry if this is too fine of a point. We didn't get snow over the weekend on the roadway. At least no one told me we did, so I don't think we had snow down there. So we're good. That second quarter, as of right now, that's where we are. Got it. That's very helpful. Thanks. And appreciate if you can't touch on this or don't want to touch on this. But as far as discussing the strategic review, is there any reason to talk about that today versus any point in the past or why, in general, just bring it forward? Yeah. We're not going to comment on that today. Got it. Understood. Thanks. Thank you. Our next question comes from Neel Mitra from Bank of America. Please go ahead. Your line is open. Hi. Good morning. Thanks for taking my question. I wanted to just understand where we are with two important crossings, the Appalachian Trail and Roanoke River, and how long that would take to complete and if there's any challenges you see there. Sure. On the trail, we have made good progress. We're at about 60% complete. We have had some mechanical issues with equipment that has slowed us down a little bit. But when we are drilling, we are making good rate. So I feel pretty good about that. The Roanoke, we have about 20 ft left of that bore. I think it's like 330 ft. We have about 20 ft left. It is slow going, but it is going. We're under the river, so I feel good. We're under the water. It's just been slow. Are there variance requests being filed for any of these crossings, or are you ready on that path to completely go forward? I believe we already have approved variance requests for the trail. Roanoke, there is one out there for Roanoke. It's a 24/7 so that we can operate 24/7 with two crews. Right now, we're just working with one. Our existing guidance doesn't require us to get that approval, but it would help speed things up for us. If we can get it, that's what we're trying to do. Okay. Perfect. If I could just follow up on one question on the balance sheet. I know your covenant leverage ratio has been revised upward. I'm just wondering where you see kind of the peak leverage going to with the increase in cost? Yes. We believe that the amended revolver covenant is more than adequate cushion. We are probably in the high 5s with this amended targeted MVP in service. And then we would expect that that would come down very quickly after we do the MVP project-level financing. Got it. Thank you very much. Our next question comes from Brian Reynolds from UBS Financial. Please go ahead. Your line is open. Hey. Good morning, everyone. Maybe to follow up on the amended credit facility. Seemed like you had still enough room to run based on your prior amendments. So just kind of curious of the reasoning to basically take it to 6x and partially above 6.25x. Just wondering, the drivers behind that, is it just some extra doses of conservatism, or does maybe some of the MVP-level debt and timing of that maybe influence the decision to amend the facility periodically? Thanks. That action was primarily just to give ourselves adequate cushion and for some conservatism so that we didn't have any concerns with compliance going forward. But it should not signal any concerns with regards to the MVP financing and our ability to execute on that. Just to take any worry off the table, Brian. Okay. Makes sense. And then as a follow-up to Spiro's Southgate question, I know previously there were some issues around permitting that part of the leg of the project. Can you just help me understand how maybe the new scope of the project maybe addresses some of these concerns around permitting there, or should we expect some additional permits to be filed in those jurisdictions over the coming months to pursue that project? Thanks. Yeah. I'll start. So the revised scope certainly shortens the project considerably. There'll be less stream crossings and other things that could be permitting challenges down the road. So I think the revised scope here goes a long way to de-risking the project, and we're more comfortable with our ability to execute because we're de-risking it in that way. We've also removed the compression, so that's helpful. But we will need to file permits. The shorter route is great, but we'll still have to go through the permitting process. That date is pretty far out there, so we haven't started that yet. But we have all the legwork, and we have the route. We've been working on this route for quite a long time. Okay. Makes sense. Enjoy the rest of your morning. We have no further questions in queue. I'd like to turn the call back over to Diana Charletta for closing remarks. Thank you all very much for your time. We appreciate it. Have a great day. This concludes today's conference call. Thank you for your participation. You may now disconnect.
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