Item 1. Financial Statements
EQUITRANS MIDSTREAM CORPORATION
Statements of Consolidated Comprehensive Income (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| | (Thousands, except per share amounts) |
| Operating revenues | $ | 328,611 | | | $ | 348,295 | | | $ | 670,757 | | | $ | 728,291 | |
| Operating expenses: | | | | | | | |
| Operating and maintenance | 32,442 | | | 38,162 | | | 65,276 | | | 72,261 | |
| Selling, general and administrative | 29,009 | | | 35,482 | | | 57,135 | | | 70,976 | |
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| Depreciation | 67,657 | | | 69,315 | | | 134,700 | | | 137,933 | |
| Amortization of intangible assets | 16,205 | | | 16,205 | | | 32,410 | | | 32,410 | |
| Impairment of long-lived assets | — | | | 56,178 | | | — | | | 56,178 | |
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| Total operating expenses | 145,313 | | | 215,342 | | | 289,521 | | | 369,758 | |
| Operating income | 183,298 | | | 132,953 | | | 381,236 | | | 358,533 | |
Equity income (a) | 39 | | | 5,921 | | | 43 | | | 5,924 | |
| Other income, net | 14,173 | | | 9,453 | | | 20,521 | | | 17,052 | |
| Loss on extinguishment of debt | (24,937) | | | — | | | (24,937) | | | (41,025) | |
| Net interest expense | (95,117) | | | (95,642) | | | (188,238) | | | (190,786) | |
| Income before income taxes | 77,456 | | | 52,685 | | | 188,625 | | | 149,698 | |
| Income tax expense | 3,650 | | | 12,564 | | | 9,911 | | | 32,980 | |
| Net income | 73,806 | | | 40,121 | | | 178,714 | | | 116,718 | |
| Net income attributable to noncontrolling interests | 3,948 | | | 3,008 | | | 7,723 | | | 6,922 | |
| Net income attributable to Equitrans Midstream | 69,858 | | | 37,113 | | | 170,991 | | | 109,796 | |
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| Preferred dividends | 14,628 | | | 14,628 | | | 29,256 | | | 29,256 | |
| Net income attributable to Equitrans Midstream common shareholders | $ | 55,230 | | | $ | 22,485 | | | $ | 141,735 | | | $ | 80,540 | |
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| Earnings per share of common stock attributable to Equitrans Midstream common shareholders - basic | $ | 0.13 | | | $ | 0.05 | | | $ | 0.33 | | | $ | 0.19 | |
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| Earnings per share of common stock attributable to Equitrans Midstream common shareholders - diluted | $ | 0.13 | | | $ | 0.05 | | | $ | 0.33 | | | $ | 0.19 | |
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| Weighted average common shares outstanding - basic | 433,333 | | | 433,003 | | | 433,326 | | | 432,993 | |
| Weighted average common shares outstanding - diluted | 434,025 | | | 433,464 | | | 433,970 | | | 433,281 | |
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| Statement of comprehensive income: | | | | | | | |
| Net income | $ | 73,806 | | | $ | 40,121 | | | $ | 178,714 | | | $ | 116,718 | |
| Other comprehensive income, net of tax: | | | | | | | |
Pension and other post-retirement benefits liability adjustment, net of tax expense of $12, $12, $24, and $24 | 34 | | | 35 | | | 68 | | | 69 | |
| Other comprehensive income | 34 | | | 35 | | | 68 | | | 69 | |
| Comprehensive income | 73,840 | | | 40,156 | | | 178,782 | | | 116,787 | |
| Less: Comprehensive income attributable to noncontrolling interests | 3,948 | | | 3,008 | | | 7,723 | | | 6,922 | |
| Less: Comprehensive income attributable to preferred dividends | 14,628 | | | 14,628 | | | 29,256 | | | 29,256 | |
| Comprehensive income attributable to Equitrans Midstream common shareholders | $ | 55,264 | | | $ | 22,520 | | | $ | 141,803 | | | $ | 80,609 | |
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| Dividends declared per common share | $ | 0.15 | | | $ | 0.15 | | | $ | 0.30 | | | $ | 0.30 | |
(a)Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 6.
The accompanying notes are an integral part of these consolidated financial statements.
EQUITRANS MIDSTREAM CORPORATION
Statements of Consolidated Cash Flows (Unaudited)
| | | | | | | | | | | |
| | Six Months Ended June 30, |
| | 2022 | | 2021 |
| | (Thousands) |
| Cash flows from operating activities: | | | |
| Net income | $ | 178,714 | | | $ | 116,718 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Depreciation | 134,700 | | | 137,933 | |
| Amortization of intangible assets | 32,410 | | | 32,410 | |
| Deferred income taxes | 6,990 | | | 32,500 | |
| Impairment of long-lived assets | — | | | 56,178 | |
Equity income (a) | (43) | | | (5,924) | |
| Other income | (20,272) | | | (16,750) | |
| Loss on extinguishment of debt | 24,937 | | | 41,025 | |
| Non-cash long-term compensation expense | 6,646 | | | 7,591 | |
| Changes in other assets and liabilities: | | | |
| Accounts receivable | 38,760 | | | 50,857 | |
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| Accounts payable | (339) | | | (6,873) | |
| Accrued interest | (15,256) | | | 28,292 | |
| Deferred revenue | 176,206 | | | 146,548 | |
| Other assets and other liabilities | (26,481) | | | (8,358) | |
| Net cash provided by operating activities | 536,972 | | | 612,147 | |
| Cash flows from investing activities: | | | |
| Capital expenditures | (163,139) | | | (130,339) | |
| Capital contributions to the MVP Joint Venture | (111,752) | | | (84,655) | |
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| Principal payments received on the Preferred Interest | 2,721 | | | 2,572 | |
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| Net cash used in investing activities | (272,170) | | | (212,422) | |
| Cash flows from financing activities: | | | |
| Proceeds from revolving credit facility borrowings | 140,000 | | | 392,500 | |
| Payments on revolving credit facility borrowings | (224,500) | | | (530,000) | |
| Proceeds from the issuance of long-term debt | 1,000,000 | | | 1,900,000 | |
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| Debt discounts, debt issuance costs and credit facility arrangement fees | (19,911) | | | (29,860) | |
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| Payment for retirement of long-term debt | (1,021,459) | | | (1,936,250) | |
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| Dividends paid to holders of Equitrans Midstream Preferred Shares | (29,256) | | | (29,256) | |
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| Dividends paid to common shareholders | (129,816) | | | (129,745) | |
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| Distributions to noncontrolling interests | — | | | (2,500) | |
| Net cash used in financing activities | (284,942) | | | (365,111) | |
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| Net change in cash and cash equivalents | (20,140) | | | 34,614 | |
| Cash and cash equivalents at beginning of period | 134,661 | | | 208,023 | |
| Cash and cash equivalents at end of period | $ | 114,521 | | | $ | 242,637 | |
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| Cash paid during the period for: | | | |
| Interest, net of amount capitalized | $ | 198,463 | | | $ | 157,959 | |
| Income taxes | $ | 1,243 | | | $ | — | |
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(a)Represents equity income from the MVP Joint Venture. See Note 6.
The accompanying notes are an integral part of these consolidated financial statements.
EQUITRANS MIDSTREAM CORPORATION
Consolidated Balance Sheets (Unaudited)
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| June 30, 2022 | | December 31, 2021 |
| (Thousands) |
| ASSETS | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 114,521 | | | $ | 134,661 | |
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Accounts receivable (net of allowance for credit losses of $2,672 and $2,696 as of June 30, 2022 and December 31, 2021, respectively) | 227,585 | | | 252,301 | |
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| Other current assets | 49,575 | | | 59,867 | |
Total current assets | 391,681 | | | 446,829 | |
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| Property, plant and equipment | 9,166,128 | | | 9,004,602 | |
| Less: accumulated depreciation | (1,343,686) | | | (1,217,099) | |
| Net property, plant and equipment | 7,822,442 | | | 7,787,503 | |
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Investment in unconsolidated entity (a) | 1,325,673 | | | 1,239,039 | |
| Goodwill | 486,698 | | | 486,698 | |
| Net intangible assets | 619,362 | | | 651,771 | |
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| Other assets | 316,074 | | | 308,924 | |
| Total assets | $ | 10,961,930 | | | $ | 10,920,764 | |
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| LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | | | |
| Current liabilities: | | | |
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| Accounts payable | $ | 61,286 | | | $ | 59,627 | |
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| Capital contributions payable to the MVP Joint Venture | 46,187 | | | 72,188 | |
| Accrued interest | 136,653 | | | 151,909 | |
| Accrued liabilities | 56,290 | | | 83,852 | |
| Total current liabilities | 300,416 | | | 367,576 | |
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| Long-term liabilities: | | | |
| Revolving credit facility borrowings | 420,500 | | | 505,000 | |
| Long-term debt | 6,428,449 | | | 6,434,945 | |
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| Contract liability | 997,002 | | | 821,342 | |
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| Regulatory and other long-term liabilities | 96,742 | | | 99,333 | |
| Total liabilities | 8,243,109 | | | 8,228,196 | |
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| Mezzanine equity: | | | |
Equitrans Midstream Preferred Shares, 30,018 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 681,842 | | | 681,842 | |
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| Shareholders' equity: | | | |
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Common stock, no par value, 432,781 and 432,522 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 3,965,058 | | | 3,957,756 | |
| Retained deficit | (2,417,011) | | | (2,428,171) | |
| Accumulated other comprehensive loss | (1,986) | | | (2,054) | |
| Total common shareholders' equity | 1,546,061 | | | 1,527,531 | |
| Noncontrolling interests | 490,918 | | | 483,195 | |
| Total shareholders' equity | 2,036,979 | | | 2,010,726 | |
| Total liabilities, mezzanine equity and shareholders' equity | $ | 10,961,930 | | | $ | 10,920,764 | |
(a)Represents investment in the MVP Joint Venture. See Note 6.
The accompanying notes are an integral part of these consolidated financial statements.
EQUITRANS MIDSTREAM CORPORATION
Statements of Consolidated Shareholders' Equity and Mezzanine Equity (Unaudited)
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| | | | | | | | | | | | | | | Mezzanine |
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| | | | | | | | | Accumulated | | | | | | Equitrans |
| | | Common Stock | | | | Other | | | | | | Midstream |
| | | | Shares | | No | | Retained | | Comprehensive | | Noncontrolling | | Total | | Preferred |
| | | | Outstanding | | Par Value | | Deficit | | Loss | | Interests | | Equity | | Shares |
| | | | (Thousands, except per share amounts) | | |
| Balance at January 1, 2021 | | | 432,470 | | | $ | 3,941,295 | | | $ | (728,959) | | | $ | (2,229) | | | $ | 471,165 | | | $ | 3,681,272 | | | $ | 681,842 | |
| Other comprehensive income (net of tax): | | | | | | | | | | | | | | | |
| Net income | | | — | | | — | | | 58,055 | | | — | | | 3,914 | | | 61,969 | | | 14,628 | |
Pension and other post-retirement benefits liability adjustment, net of tax expense of $12 | | | — | | | — | | | — | | | 34 | | | — | | | 34 | | | — | |
Dividends on common shares ($0.15 per share) | | | — | | | — | | | (64,984) | | | — | | | — | | | (64,984) | | | — | |
| Share-based compensation plans, net | | | 28 | | | 4,662 | | | — | | | — | | | — | | | 4,662 | | | — | |
| Distributions paid to noncontrolling interests | | | — | | | — | | | — | | | — | | | (2,500) | | | (2,500) | | | — | |
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share) | | | — | | | — | | | — | | | — | | | — | | | — | | | (14,628) | |
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| Balance at March 31, 2021 | | | 432,498 | | | $ | 3,945,957 | | | $ | (735,888) | | | $ | (2,195) | | | $ | 472,579 | | | $ | 3,680,453 | | | $ | 681,842 | |
| Other comprehensive income (net of tax): | | | | | | | | | | | | | | | |
| Net income | | | — | | | — | | | 22,485 | | | — | | | 3,008 | | | 25,493 | | | 14,628 | |
Pension and other post-retirement benefits liability adjustment, net of tax expense of $12 | | | — | | | — | | | — | | | 35 | | | — | | | 35 | | | — | |
Dividends on common shares ($0.15 per share) | | | — | | | — | | | (64,750) | | | — | | | — | | | (64,750) | | | — | |
| Share-based compensation plans | | | 7 | | | 3,635 | | | — | | | — | | | — | | | 3,635 | | | — | |
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share) | | | — | | | — | | | — | | | — | | | — | | | — | | | (14,628) | |
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| Balance at June 30, 2021 | | | 432,505 | | | $ | 3,949,592 | | | $ | (778,153) | | | $ | (2,160) | | | $ | 475,587 | | | $ | 3,644,866 | | | $ | 681,842 | |
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| | | | | | | | | | | | | Mezzanine |
| | | | | | | | | | | | | Equity |
| | | | | | | Accumulated | | | | | | Equitrans |
| Common Stock | | | | Other | | | | | | Midstream |
| Shares | | No | | Retained | | Comprehensive | | Noncontrolling | | Total | | Preferred |
| Outstanding | | Par Value | | Deficit | | Loss | | Interests | | Equity | | Shares |
| (Thousands, except per share amounts) |
| Balance at January 1, 2022 | 432,522 | | | $ | 3,957,756 | | | $ | (2,428,171) | | | $ | (2,054) | | | $ | 483,195 | | | $ | 2,010,726 | | | $ | 681,842 | |
| Other comprehensive income (net of tax): | | | | | | | | | | | | | |
| Net income | — | | | — | | | 86,505 | | | — | | | 3,775 | | | 90,280 | | | 14,628 | |
Pension and other post-retirement benefits liability adjustment, net of tax expense of $12 | — | | | — | | | — | | | 34 | | | — | | | 34 | | | — | |
Dividends on common shares ($0.15 per share) | — | | | — | | | (65,584) | | | — | | | — | | | (65,584) | | | — | |
| Share-based compensation plans, net | 155 | | | 2,832 | | | — | | | — | | | — | | | 2,832 | | | — | |
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Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share) | — | | | — | | | — | | | — | | | — | | | — | | | (14,628) | |
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| Balance at March 31, 2022 | 432,677 | | | $ | 3,960,588 | | | $ | (2,407,250) | | | $ | (2,020) | | | $ | 486,970 | | | $ | 2,038,288 | | | $ | 681,842 | |
| Other comprehensive income (net of tax): | | | | | | | | | | | | | |
| Net income | — | | | — | | | 55,230 | | | — | | | 3,948 | | | 59,178 | | | 14,628 | |
Pension and other post-retirement benefits liability adjustment, net of tax expense of $12 | — | | | — | | | — | | | 34 | | | — | | | 34 | | | — | |
Dividends on common shares ($0.15 per share) | — | | | — | | | (64,991) | | | — | | | — | | | (64,991) | | | — | |
| Share-based compensation plans, net | 104 | | | 4,470 | | | — | | | — | | | — | | | 4,470 | | | — | |
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share) | — | | | — | | | — | | | — | | | — | | | — | | | (14,628) | |
| Balance at June 30, 2022 | 432,781 | | | $ | 3,965,058 | | | $ | (2,417,011) | | | $ | (1,986) | | | $ | 490,918 | | | $ | 2,036,979 | | | $ | 681,842 | |
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The accompanying notes are an integral part of these consolidated financial statements.
EQUITRANS MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Unaudited)
1. Financial Statements
Nature of Business. The Company provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which includes predominantly dry gas gathering systems of high-pressure gathering lines; the transmission system, which includes FERC-regulated interstate pipelines and storage systems; and the water network, which primarily consists of water pipelines and other facilities that support well completion activities and produced water handling activities.
Basis of Presentation. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries for all periods presented, unless otherwise indicated.
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of June 30, 2022, the results of its operations and equity for the three and six months ended June 30, 2022 and 2021 and its cash flows for the six months ended June 30, 2022 and 2021. The consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2021, which includes all disclosures required by GAAP.
Due to, among other things, the seasonal nature of the Company's utility customer contracts, as well as producers’ well completion activities and varying needs for fresh and produced water (which are primarily driven by horizontal lateral lengths and the number of completion stages per well), the interim statements for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
For further information, refer to the Company's annual consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, as well as Part I, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
Recently Issued Accounting Standards.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable to the calculation of each dividend following March 31, 2024 for the Equitrans Midstream Preferred Shares pursuant to the Company's Second Amended and Restated Articles of Incorporation, as well as any Company contracts that use the London Inter-Bank Offered Rate (LIBOR) as a reference rate. The ASU was effective immediately but is only available through December 31, 2022. In April 2022, the FASB proposed deferring the sunset date for applying reference rate reform relief in Topic 848 to December 31, 2024. The Company is currently evaluating the potential impact of adopting this standard on its financial statements and related disclosures.
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments were effective for fiscal years beginning after December 15, 2021. The Company adopted this standard on January 1, 2022 with no significant effect on the Company's financial statements or related disclosures.
2. Impairment of Long-Lived Assets
During the three months ended June 30, 2021, the Company performed a recoverability test of the Equitrans Water Services (OH) LLC (Ohio Water) long-lived assets due to decreased producer activity in Ohio within the Company's water services segment. As a result of the recoverability test, management determined that the carrying value of the Ohio Water long-lived
assets (which consisted of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities that support well completion activities and collect flowback and produced water for recycling or disposal in Ohio) was not recoverable under ASC 360, Impairment Testing: Long-Lived Assets Classified as Held and Used. The Company estimated the fair value of the Ohio Water asset group and determined that the fair value was less than the assets’ carrying value, which resulted in impairment charges of approximately $56.2 million to the Ohio Water assets within the Company's Water segment. The non-cash impairment charge was recognized during the second quarter of 2021 and is included in the impairment of long-lived assets line on the statements of consolidated comprehensive income.
3. Financial Information by Business Segment
The Company reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water, which reflects the manner in which management evaluates the business for making operating decisions and assessing performance.
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| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| | (Thousands) |
| Revenues from customers: | | | | | | | |
| Gathering | $ | 225,314 | | | $ | 239,952 | | | $ | 445,104 | | | $ | 490,028 | |
| Transmission | 91,078 | | | 92,898 | | | 201,873 | | | 204,317 | |
| Water | 12,219 | | | 15,445 | | | 23,780 | | | 33,946 | |
| Total operating revenues | $ | 328,611 | | | $ | 348,295 | | | $ | 670,757 | | | $ | 728,291 | |
| Operating income (loss): | | | | | | | |
| Gathering | $ | 119,564 | | | $ | 126,873 | | | $ | 235,185 | | | $ | 266,727 | |
| Transmission | 60,841 | | | 61,962 | | | 145,403 | | | 143,450 | |
Water (a) | 3,120 | | | (55,640) | | | 1,264 | | | (51,163) | |
Headquarters (b) | (227) | | | (242) | | | (616) | | | (481) | |
| Total operating income | $ | 183,298 | | | $ | 132,953 | | | $ | 381,236 | | | $ | 358,533 | |
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| Reconciliation of operating income to net income: | | | | | | | |
Equity income (c) | $ | 39 | | | $ | 5,921 | | | $ | 43 | | | $ | 5,924 | |
Other income, net (d) | 14,173 | | | 9,453 | | | 20,521 | | | 17,052 | |
| Loss on extinguishment of debt | (24,937) | | | — | | | (24,937) | | | (41,025) | |
| Net interest expense | (95,117) | | | (95,642) | | | (188,238) | | | (190,786) | |
| Income tax expense | 3,650 | | | 12,564 | | | 9,911 | | | 32,980 | |
| Net income | $ | 73,806 | | | $ | 40,121 | | | $ | 178,714 | | | $ | 116,718 | |
(a)Impairment of long-lived assets of $56.2 million for the three and six months ended June 30, 2021 was included in Water operating income. See Note 2 for further information.
(b)Includes certain unallocated corporate expenses.
(c)Equity income is included in the Transmission segment.
(d)Includes unrealized gains on derivative instruments recorded in the Gathering segment.
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| June 30, 2022 | | December 31, 2021 |
| | (Thousands) |
| Segment assets: | | | |
| Gathering | $ | 7,639,939 | | | $ | 7,638,877 | |
Transmission (a) | 2,830,706 | | | 2,769,097 | |
| Water | 159,910 | | | 151,151 | |
| Total operating segments | 10,630,555 | | | 10,559,125 | |
| Headquarters, including cash | 331,375 | | | 361,639 | |
| Total assets | $ | 10,961,930 | | | $ | 10,920,764 | |
(a)The equity investment in the MVP Joint Venture is included in the Transmission segment.
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| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| | (Thousands) |
| Depreciation: | | | | | | | |
| Gathering | $ | 48,573 | | | $ | 46,911 | | | $ | 96,828 | | | $ | 93,458 | |
| Transmission | 13,904 | | | 13,826 | | | 27,798 | | | 27,626 | |
| Water | 4,804 | | | 8,201 | | | 9,321 | | | 16,376 | |
| Headquarters | 376 | | | 377 | | | 753 | | | 473 | |
| Total | $ | 67,657 | | | $ | 69,315 | | | $ | 134,700 | | | $ | 137,933 | |
| Capital expenditures: | | | | | | | |
Gathering (a) | $ | 69,189 | | | $ | 59,680 | | | $ | 122,336 | | | $ | 107,793 | |
Transmission (b) | 6,339 | | | 7,790 | | | 10,565 | | | 11,295 | |
| Water | 22,526 | | | 4,820 | | | 32,091 | | | 9,627 | |
| Headquarters | 1 | | | 215 | | | 13 | | | 1,372 | |
Total (c) | $ | 98,055 | | | $ | 72,505 | | | $ | 165,005 | | | $ | 130,087 | |
(a)Includes capital expenditures related to the noncontrolling interest in Eureka Midstream Holdings, LLC (Eureka Midstream) of approximately $8.7 million and $11.7 million for the three and six months ended June 30, 2022, respectively, and approximately $4.1 million and $5.8 million for the three and six months ended June 30, 2021, respectively.
(b)Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $39.2 million and $111.8 million for the three and six months ended June 30, 2022, respectively, and approximately $73.9 million and $84.7 million for the three and six months ended June 30, 2021, respectively.
(c)The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. The net impact of non-cash capital expenditures, including the effect of accrued capital expenditures, transfers to/from inventory as assets are completed/assigned to a project and capitalized share-based compensation costs, was $(6.2) million and $(1.9) million for the three and six months ended June 30, 2022, respectively, and $(3.4) million and $0.3 million for the three and six months ended June 30, 2021, respectively.
4. Revenue from Contracts with Customers
For the three and six months ended June 30, 2022 and 2021, substantially all revenues recognized on the Company's statements of consolidated comprehensive income are from contracts with customers. As of June 30, 2022 and December 31, 2021, all receivables recorded on the Company's consolidated balance sheets represented performance obligations that have been satisfied and for which an unconditional right to consideration exists.
Summary of disaggregated revenues. The tables below provide disaggregated revenue information by business segment. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2022 |
| | Gathering | | Transmission | | Water | | Total |
| | (Thousands) |
Firm reservation fee revenues (a) | | $ | 138,605 | | | $ | 84,675 | | | $ | 9,375 | | | $ | 232,655 | |
| Volumetric-based fee revenues | | 86,709 | | | 6,403 | | | 2,844 | | | 95,956 | |
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| Total operating revenues | | $ | 225,314 | | | $ | 91,078 | | | $ | 12,219 | | | $ | 328,611 | |
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| | Three Months Ended June 30, 2021 |
| | Gathering | | Transmission | | Water | | Total |
| | (Thousands) |
Firm reservation fee revenues (a) | | $ | 149,360 | | | $ | 83,797 | | | $ | 929 | | | $ | 234,086 | |
Volumetric-based fee revenues (b) | | 90,592 | | | 9,101 | | | 14,516 | | | 114,209 | |
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| Total operating revenues | | $ | 239,952 | | | $ | 92,898 | | | $ | 15,445 | | | $ | 348,295 | |
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| | Six Months Ended June 30, 2022 |
| | Gathering | | Transmission | | Water | | Total |
| | (Thousands) |
Firm reservation fee revenues (a) | | $ | 271,202 | | | $ | 187,545 | | | $ | 15,127 | | | $ | 473,874 | |
| Volumetric-based fee revenues | | 173,902 | | | 14,328 | | | 8,653 | | | 196,883 | |
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| Total operating revenues | | $ | 445,104 | | | $ | 201,873 | | | $ | 23,780 | | | $ | 670,757 | |
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| | Six Months Ended June 30, 2021 |
| | Gathering | | Transmission | | Water | | Total |
| | (Thousands) |
Firm reservation fee revenues (a) | | $ | 297,552 | | | $ | 185,186 | | | $ | 2,773 | | | $ | 485,511 | |
Volumetric-based fee revenues (b) | | 192,476 | | | 19,131 | | | 31,173 | | | 242,780 | |
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| Total operating revenues | | $ | 490,028 | | | $ | 204,317 | | | $ | 33,946 | | | $ | 728,291 | |
(a) Firm reservation fee revenues associated with Gathering included MVC unbilled revenues of approximately $6.2 million and $8.9 million for the three and six months ended June 30, 2022, respectively. Firm reservation fee revenues associated with Gathering and Water included MVC unbilled revenues of approximately $3.7 million and $0.5 million, respectively, for the three months ended June 30, 2021, and approximately $6.9 million and $1.0 million, for the six months ended June 30, 2021, respectively.
(b) For the three and six months ended June 30, 2021, volumetric-based fee revenues associated with Gathering included approximately $0.2 million and $6.4 million, respectively, of unbilled revenues.
Contract assets. The Company's contract assets related to the Company's future MVC deficiency payments are generally expected to be collected within the next twelve months and are primarily included in other current assets in the Company's consolidated balance sheets until such time as the MVC deficiency payments are invoiced to the customer.
The following table presents changes in the Company's unbilled revenue balance during the six months ended June 30, 2022 and 2021: | | | | | | | | | | | | | |
| Unbilled Revenue | | |
| 2022 | | 2021 | | |
| (Thousands) | | |
| Balance as of beginning of period | $ | 16,772 | | | $ | 18,618 | | | |
Revenue recognized in excess of amounts invoiced (a) | 10,940 | | | 14,624 | | | |
Minimum volume commitments invoiced (b) | (14,884) | | | (16,931) | | | |
Amortization (c) | (220) | | | — | | | |
| Balance as of end of period | $ | 12,608 | | | $ | 16,311 | | | |
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(a)Primarily includes revenues associated with MVCs that are generally included in firm reservation fee revenues within the Gathering and Water segments. During the six months ended June 30, 2021, also includes other contractual commitments of approximately $6.4 million.
(b)Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer.
(c)Amortization of capitalized contract costs paid to customers over the expected life of the agreement.
Contract liabilities. The Company's contract liabilities consisted of deferred revenue primarily associated with the EQT Global GGA. Contract liabilities are classified as current or non-current according to when such amounts are expected to be recognized. As of June 30, 2022, total contract liabilities were $998.6 million, of which $1.6 million was classified as current and recorded in accrued liabilities and $997.0 million was classified as non-current and recorded in contract liability on the Company's consolidated balance sheet. As of December 31, 2021, total contract liabilities were $822.4 million, of which $1.1 million was classified as current and recorded in accrued liabilities and $821.3 million was classified as non-current and recorded in contract liability on the Company's consolidated balance sheet.
The following table presents changes in the Company's contract liability balances during the six months ended June 30, 2022 and 2021:
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| | | Contract Liability |
| | | 2022 | | 2021 |
| | | (Thousands) |
| Balance as of beginning of period | | | $ | 822,416 | | | $ | 398,750 | |
Amounts recorded during the period (a) | | | 176,743 | | | 146,548 | |
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Amounts transferred during the period (b) | | | (537) | | | — | |
| Balance as of end of period | | | $ | 998,622 | | | $ | 545,298 | |
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(a)Includes deferred billed revenue during the six months ended June 30, 2022 and 2021 primarily associated with the EQT Global GGA.
(b)Deferred revenues are recognized as revenue upon satisfaction of the Company's performance obligation to the customer.
Summary of remaining performance obligations. The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees, MVCs and/or ARCs as of June 30, 2022 that the Company will invoice or transfer from contract liabilities and recognize in future periods.
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| | | 2022(a) | | 2023 | | 2024 | | 2025 | | 2026 | | Thereafter | | Total |
| | (Thousands) |
Gathering firm reservation fees | | $ | 44,089 | | | $ | 106,086 | | | $ | 170,004 | | | $ | 175,453 | | | $ | 166,557 | | | $ | 1,865,013 | | | $ | 2,527,202 | |
| Gathering revenues supported by MVCs | | 227,117 | | | 465,269 | | | 436,640 | | | 456,168 | | | 467,718 | | | 3,543,596 | | | 5,596,508 | |
| Transmission firm reservation fees | | 178,357 | | | 362,792 | | | 377,318 | | | 363,982 | | | 359,131 | | | 3,311,056 | | | 4,952,636 | |
| Water revenues supported by ARCs | | 18,750 | | | 37,500 | | | 37,500 | | | 37,500 | | | 37,500 | | | 193,750 | | | 362,500 | |
Total (b) | | $ | 468,313 | | | $ | 971,647 | | | $ | 1,021,462 | | | $ | 1,033,103 | | | $ | 1,030,906 | | | $ | 8,913,415 | | | $ | 13,438,846 | |
(a) July 1, 2022 through December 31, 2022.
(b) Includes assumptions regarding timing for placing certain projects in-service. Such assumptions may not be realized and delays in the in-service dates for projects have substantially altered, and additional delays may further substantially alter, the remaining performance obligations for certain contracts with firm reservation fees, MVCs and/or ARCs. The MVP Joint Venture is accounted for as an equity investment and those amounts are not included in the table above.
Based on total projected contractual revenues, including projected contractual revenues from future capacity expected from expansion projects that are not yet fully constructed for which the Company has executed firm contracts, the Company's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 14 years and 13 years, respectively, as of June 30, 2022.
5. Related Party Transactions
In the ordinary course of business, the Company engages in transactions with EQT and its affiliates, including but not limited to, entering into new or amending existing gathering agreements, transportation service and precedent agreements, storage agreements and/or water services agreements, however, based solely on information reported by EQT in a Schedule 13G/A filed with the SEC on April 28, 2022, EQT was no longer a related party of the Company as of April 22, 2022 and the amounts disclosed related to EQT below are accordingly presented with respect to the full 2021 periods during which EQT was considered a related party.
The following table summarizes the Company's related party transactions.
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| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2021 |
| | (Thousands) |
| Operating revenues | | $ | 223,099 | | | $ | 448,056 | |
| Interest income from the Preferred Interest | | 1,451 | | | 2,920 | |
| Principal Payments received on the Preferred Interest | | 1,295 | | | 2,572 | |
The following table summarizes the Company's related party receivables and payables.
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| | December 31, 2021 |
| | (Thousands) |
| Accounts receivable | | $ | 188,383 | |
| Contract asset | | 2,246 | |
| Preferred Interest | | 99,838 | |
| Contract liability | | 818,658 | |
6. Investment in Unconsolidated Entity
The MVP Joint Venture is constructing the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline that is designed to span from northern West Virginia to southern Virginia. The Company will operate the MVP and owned a 47.1% interest in the MVP project as of June 30, 2022. On November 4, 2019, Consolidated Edison, Inc. (Con Edison) exercised an option to cap its investment in the construction of the MVP project at approximately $530 million (excluding AFUDC). The Company and NextEra Energy, Inc. are obligated to, and RGC Resources, Inc., another member of the MVP Joint Venture owning an interest in the MVP project, has opted to, fund the shortfall in Con Edison's capital contributions, on a pro rata basis. Such funding by the Company and funding by other members has and will correspondingly increase the Company's and such other funding members' respective interests in the MVP project and decrease Con Edison's interest in the MVP project. As a result, based on the Company's targeted cost for the project of approximately $6.6 billion (excluding AFUDC), the Company's equity ownership in the MVP project will progressively increase from approximately 47.1% to approximately 48.1%. The MVP Joint Venture is a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. The Company is not the primary beneficiary of the MVP Joint Venture because the Company does not have the power to direct the activities that most significantly affect the MVP Joint Venture's economic performance. Certain business decisions, such as decisions to make distributions of cash, require a greater than 66 2/3% ownership interest approval, and no one member owns more than a 66 2/3% interest.
In April 2018, the MVP Joint Venture announced the MVP Southgate project, which is a proposed 75-mile interstate pipeline that is contemplated to extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. The Company is expected to operate the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project as of June 30, 2022. The MVP Joint Venture continues to evaluate the MVP Southgate project, including engaging in discussions with the project shipper, Dominion Energy North Carolina, regarding options with respect to the project, including potentially refining the project’s design and timing in lieu of pursuing the project as originally contemplated. Dominion Energy North Carolina’s obligations under the precedent agreement in support of the original project are subject to certain conditions, including that the MVP Joint Venture would have completed construction of the project facilities by June 1, 2022, which deadline is subject to extension by virtue of previously declared events of force majeure. The Company is unable to predict the results of the discussions between the MVP Joint Venture and Dominion Energy North Carolina, including any potential modifications to the project, or ultimate undertaking or completion of the project.
In the fourth quarter of 2021, the Company incurred an other-than-temporary decline in value in its equity investment in the MVP Joint Venture, primarily due to unfavorable decisions by the U.S. Fourth Circuit Court of Appeals that vacated and remanded key authorizations, that resulted in a pre-tax impairment charge of $1.9 billion. As a result of the impairment, the carrying value of the Company's equity investment in the MVP Joint Venture was reduced to $1.2 billion as of December 31, 2021. There is risk that the Company's equity investment in the MVP Joint Venture may be further impaired in the future due to ongoing (and potentially future) legal and regulatory matters, as well as potential macroeconomic factors, including other than temporary market fluctuations, changes in interest rates, cost increases and other unanticipated events. While macroeconomic factors in and of themselves may not be a direct indicator of impairment, should an impairment indicator be identified in the future, macroeconomic factors such as changes in interest rates could ultimately impact the size and scope of any potential impairment.
In May 2022, based on the Company's targeted cost for the project, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a wholly owned subsidiary of the Company, for $42.6 million, of which $18.4 million was paid in July 2022, $6.7 million was paid in August 2022, with the remaining $17.5 million expected to be paid in September 2022. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of June 30, 2022.
Pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances, which may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral, in favor of the MVP Joint Venture to provide assurance as to the funding of MVP Holdco's proportionate share of the construction budget for the MVP project.
In addition, pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances in respect of MVP Southgate, which performance assurances may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral.
Based on EQM’s credit rating levels, EQM has delivered replacement credit support to the MVP Joint Venture in the form of letters of credit, which, in the case of the MVP project was in the amount of approximately $219.7 million and, in the case of the MVP Southgate, was in the amount of approximately $14.2 million, in each case, as of June 30, 2022. The amount of each of the letters of credit is subject to adjustment based upon the applicable project's construction budget. Upon the FERC’s initial release to begin construction of the MVP Southgate project, the Company's then-current letter of credit to support MVP Southgate will be terminated, and the Company will be obligated to deliver a new letter of credit (or provide another allowable form of performance assurance) in an amount equal to 33% of MVP Holdco’s proportionate share of the remaining capital obligations for the MVP Southgate project under the applicable construction budget.
The following tables summarize the unaudited condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project.
Condensed Consolidated Balance Sheets
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| June 30, 2022 | | December 31, 2021 |
| (Thousands) |
| Current assets | $ | 67,670 | | | $ | 148,820 | |
| Non-current assets | 6,589,161 | | | 6,432,288 | |
| Total assets | $ | 6,656,831 | | | $ | 6,581,108 | |
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| Current liabilities | $ | 126,848 | | | $ | 160,331 | |
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| Equity | 6,529,983 | | | 6,420,777 | |
| Total liabilities and equity | $ | 6,656,831 | | | $ | 6,581,108 | |
Condensed Statements of Consolidated Operations
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| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| (Thousands) |
| Operating income (expenses) | $ | 41 | | | $ | (150) | | | $ | 40 | | | $ | (150) | |
| Other income | 42 | | | 4 | | | 52 | | | 10 | |
| Net interest income | — | | | 3,875 | | | — | | | 3,875 | |
| AFUDC - equity | — | | | 9,042 | | | — | | | 9,042 | |
| Net income | $ | 83 | | | $ | 12,771 | | | $ | 92 | | | $ | 12,777 | |
7. Debt
Amended EQM Revolving Credit Facility. On April 22, 2022 (the Amendment Date), EQM entered into an amendment (the Amendment) to that certain Third Amended and Restated Credit Agreement, dated as of October 31, 2018, among EQM, as borrower, Wells Fargo Bank, National Association, as the administrative agent, swing line lender, and an L/C issuer, the lenders party thereto from time to time and any other persons party thereto from time to time (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of March 30, 2020, and by that certain Second Amendment to Third Amended and Restated Credit Agreement, dated as of April 16, 2021) (as amended by the Amendment and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Amended EQM Credit Facility). For the avoidance of doubt, any reference to the Amended EQM Credit Facility as of any particular date shall mean the Amended EQM Credit Facility as in effect on such date. The Amendment, among other things:
•Replaced LIBOR with the Secured Overnight Financing Rate (SOFR) as the benchmark rate for borrowings, including a credit spread adjustment of 0.10% for all applicable interest periods as well as for daily swing line borrowings.
•Extended the stated maturity date, with such extension only applicable for the lenders approving the Amendment, from October 31, 2023 (the Earlier Maturity Date) to April 30, 2025 (the Later Maturity Date).
•Reduced the aggregate commitments available under the Amended EQM Credit Facility, as amended by the Amendment, on a non-pro rata basis to approximately $2.16 billion, with approximately $1.55 billion in aggregate commitments available under the Amended EQM Credit Facility, as amended by the Amendment, on and after the Earlier Maturity Date and prior to the Later Maturity Date.
•Amended the definition of “Applicable Rate” to change the applicable percentages per annum set forth in the “Pricing Grid” for certain pricing levels, which continue to be determined on the basis of EQM’s then current credit ratings. As of the Amendment Date, (i) Base Rate Loans (as defined in the Amended EQM Credit Facility, as amended by the Amendment) bear interest at a base rate plus a margin of 1.750% per annum, (ii) SOFR Loans (as defined in the Amended EQM Credit Facility, as amended by the Amendment) bear interest at Adjusted Term SOFR (as defined in the Amended EQM Credit Facility, as amended by the Amendment) plus a margin of 2.750% per annum, (iii) Daily Simple Swing Line Loans (as defined in the Amended EQM Credit Facility, as amended by the Amendment) bear interest at Adjusted Daily Simple SOFR (as defined in the Amended EQM Credit Facility, as amended by the Amendment) plus a margin of 2.750% per annum, (iv) the letter of credit fee payable on the daily maximum amount available under each letter of credit is 2.750% per annum and (v) the commitment fee payable for unused commitments is 0.500% per annum.
•Amended the financial covenant, such that the Consolidated Leverage Ratio (as defined in the Amended EQM Credit Facility, as amended by the Amendment) as at the end of each fiscal quarter of EQM ending on or after the Amendment Date cannot exceed 5.50 to 1.00; provided that, effective as of the MVP Mobilization Effective Date (as defined in the Amended EQM Credit Facility, as amended by the Amendment), the maximum Consolidated Leverage Ratio permitted with respect to the end of the fiscal quarter in which the MVP Mobilization Effective Date occurs and the end of each of the three consecutive fiscal quarters of EQM thereafter shall be 5.85 to 1.00.
•Reduced each of the general lien and general subsidiary debt baskets based on Consolidated Net Tangible Assets (as defined in the Amended EQM Credit Facility, as amended by the Amendment) from 5.0% to 2.5% of Consolidated Net Tangible Assets.
•Added a borrowing condition requiring that, solely to the extent a credit extension is used to repay, redeem or refinance EQM’s senior notes, total outstanding amounts under the Amended EQM Credit Facility, as amended by the Third Amendment, must not exceed 85% of the aggregate commitments after giving effect to the use of proceeds.
As of June 30, 2022, the Company had aggregate commitments available under the Amended EQM Credit Facility of approximately $2.16 billion before the Earlier Maturity Date, with approximately $1.55 billion in aggregate commitments available on and after the Earlier Maturity Date and prior to the Later Maturity Date. As of June 30, 2022, EQM had approximately $160 million of borrowings and $234.9 million of letters of credit outstanding under the Amended EQM Credit Facility. As of December 31, 2021, EQM had approximately $225 million of borrowings and $234.9 million of letters of credit outstanding under the Amended EQM Credit Facility. During the three and six months ended June 30, 2022, the maximum outstanding borrowings at any time were approximately $180 million and $280 million, respectively, and the average daily balances were approximately $126 million and $193 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 3.5% and 3.0% for the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2021, the maximum outstanding borrowings at any time were approximately $485 million and $525 million, respectively, and the average daily balances were approximately $475 million and $482 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 2.7% and 2.5% for the three and six months ended June 30, 2021, respectively. For the three and six months ended June 30, 2022, commitment fees of $2.0 million and $3.8 million were paid to maintain credit availability under the Amended EQM Credit Facility. For the three and six months ended June 30, 2021, commitment fees of $1.6 million and $3.9 million were paid to maintain credit availability under the Amended EQM Credit Facility. As of June 30, 2022, no term loans were outstanding under the Amended EQM Credit Facility.
Amended 2019 EQM Term Loan Agreement. On January 8, 2021, EQM (i) applied a portion of the proceeds from the issuance of the 2021 Senior Notes (as defined below) to prepay all principal, interest, fees and other obligations outstanding under the Amended 2019 EQM Term Loan Agreement and (ii) terminated the Amended 2019 EQM Term Loan Agreement and the loan documents associated therewith. EQM repaid outstanding term loans (the EQM Term Loans) with a principal amount of $1.4 billion in connection with the termination of the Amended 2019 EQM Term Loan Agreement. Prior to its termination in January 2021, the Amended 2019 EQM Term Loan Agreement would have matured in August 2022. During the period from January 1, 2021 through January 7, 2021, the weighted average annual interest rate was approximately 2.4%.
Eureka Credit Facilities. On May 13, 2021, Eureka Midstream, LLC (Eureka), a wholly owned subsidiary of Eureka Midstream, repaid all outstanding principal borrowings plus accrued and unpaid interest under and terminated its credit facility with ABN AMRO Capital USA LLC, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (the Former Eureka Credit Facility). In conjunction with the termination of, and to fund the repayment of all outstanding amounts under the Former Eureka Credit Facility, on May 13, 2021, Eureka entered into a $400 million senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (the 2021 Eureka Credit Facility).
As of June 30, 2022, and December 31, 2021, Eureka had approximately $261 million and $280 million, respectively, of borrowings outstanding under the 2021 Eureka Credit Facility. For the three and six months ended June 30, 2022, the maximum amount of outstanding borrowings under the 2021 Eureka Credit Facility at any time was approximately $268 million and $280 million, respectively, the average daily balance was approximately $262 million and $269 million, respectively, and Eureka incurred interest at weighted average annual interest rates of approximately 3.5% and 3.2%, respectively. For the three and six months ended June 30, 2022, commitment fees of $0.2 million and $0.3 million were paid to maintain credit availability under the 2021 Eureka Credit Facility. For the three and six months ended June 30, 2021, the maximum amount of outstanding borrowings under the Former Eureka Credit Facility and 2021 Eureka Credit Facility at any time was approximately $315 million, the average daily balance was approximately $310 million and $308 million, respectively, and Eureka incurred interest at weighted average annual interest rates of approximately 2.5% and 2.4%, respectively. For the three and six months ended June 30, 2021, commitment fees of $0.1 million and $0.2 million, respectively, were paid to maintain credit availability under the Former Eureka Credit Facility and 2021 Eureka Credit Facility, as applicable.
2022 Senior Notes. On June 7, 2022, EQM completed a private offering of $500 million aggregate principal amount of new 7.50% senior notes due 2027 (the 2027 Notes) and $500 million aggregate principal amount of new 7.50% senior notes due 2030 (the 2030 Notes and, together with the 2027 Notes, the 2022 Senior Notes) and received net proceeds from the offering of approximately $984.5 million inclusive of a discount of approximately $12.5 million and debt issuance costs of approximately $3.0 million.
The 2022 Senior Notes were issued under and are governed by an indenture, dated June 7, 2022 (the 2022 Indenture), between EQM and U.S. Bank Trust Company, National Association, as trustee. The 2022 Indenture contains covenants that limit EQM’s
ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM’s assets. The 2027 Notes will mature on June 1, 2027 and interest on the 2027 Notes is payable semi-annually on June 1 and December 1 of each year, commencing December 1, 2022. The 2030 Notes will mature on June 1, 2030 and interest on the 2030 Notes is payable semi-annually on June 1 and December 1 of each year, commencing December 1, 2022.
The 2022 Senior Notes are unsecured and rank equally with all of EQM’s existing and future senior obligations. The 2022 Senior Notes are senior in right of payment to any of EQM’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2022 Senior Notes. The 2022 Senior Notes are effectively subordinated to EQM’s secured obligations, if any, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of EQM’s subsidiaries, other than any subsidiaries that may guarantee the 2022 Senior Notes in the future.
EQM may, at its option, redeem some or all of the 2027 Notes and the 2030 Notes, in whole or in part, at any time prior to their maturity at the applicable redemption price as set forth in the 2022 Indenture.
Upon the occurrence of a Change of Control Triggering Event (as defined in the 2022 Indenture), EQM may be required to offer to purchase the 2022 Senior Notes at a purchase price equal to 101% of the aggregate principal amount of the 2022 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The 2022 Indenture contains certain events of default, including the following: (1) default in the payment of interest on such 2022 Senior Notes when due that continues for 30 days; (2) default in the payment of principal of or premium, if any, on any such 2022 Senior Notes when due, whether at its stated maturity, upon redemption or otherwise; (3) failure by EQM or any subsidiary guarantor, if any, to comply for 90 days with the other agreements with respect to such 2022 Senior Notes contained in the 2022 Indenture after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding 2022 Senior Notes of such series; (4) certain events of bankruptcy, insolvency or reorganization of EQM or any subsidiary guarantor, if any, that is one of EQM’s Significant Subsidiaries (as defined in the 2022 Indenture); and (5) if such 2022 Senior Notes are guaranteed by a subsidiary guarantor that is one of EQM’s Significant Subsidiaries, (a) the guarantee of that subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the 2022 Indenture; (b) the guarantee of that subsidiary guarantor is declared null and void in a judicial proceeding; or (c) that subsidiary guarantor denies or disaffirms its obligations under the 2022 Indenture or its guarantee.
If an event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2022 Senior Notes of such series may declare the 2022 Senior Notes of such series to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest on such 2022 Senior Notes will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization occurs, all outstanding 2022 Senior Notes will become due and payable immediately without further action or notice on the part of the Trustee or any holders of the 2022 Senior Notes.
EQM used the net proceeds from the offering of the 2022 Senior Notes and cash on hand to purchase (i) an aggregate principal amount of approximately $501.1 million of its outstanding 4.75% notes due 2023 (2023 Notes) pursuant to a tender offer for any and all of the outstanding 2023 Notes (the Any and All Tender Offer) and an open market purchase following the expiration of the Any and All Tender Offer, and (ii) an aggregate principal amount of $300 million of its outstanding 6.00% notes due 2025 (2025 Notes), and an aggregate principal amount of $200 million of its outstanding 4.00% notes due 2024 (2024 Notes), pursuant to tender offers (the Maximum Tender Offers, together with the Any and All Tender Offer, the 2022 Tender Offers) for the 2025 Notes and 2024 Notes, which such Maximum Tender Offers reflected a maximum aggregate principal amount of 2025 Notes and 2024 Notes to be purchased of $500 million (such amount, the Aggregate Maximum Principal Amount).
2022 Tender Offers. On June 6, 2022, the Any and All Tender Offer expired and, on June 7, 2022 and June 9, 2022, EQM purchased an aggregate principal amount of approximately $496.8 million of 2023 Notes at an aggregate cost of approximately $506.7 million pursuant to the Any and All Tender Offer. On June 10, 2022, which was after the closing of the Any and All Tender Offer, EQM also repurchased an aggregate principal amount of approximately $4.3 million of 2023 Notes in the open market at an aggregate cost of approximately $4.4 million. On June 13, 2022, which was the early tender deadline for the Maximum Tender Offers, the Aggregate Maximum Principal Amount was fully subscribed by the 2024 Notes and 2025 Notes then tendered, and, on June 14, 2022, EQM purchased an aggregate principal amount of $200 million of 2024 Notes and $300 million of 2025 Notes at an aggregate cost of approximately $509 million (inclusive of the applicable early tender
premium for the 2024 Notes and 2025 Notes described in that certain Offer to Purchase of EQM dated May 31, 2022, as amended).
During the three and six months ended June 30, 2022, the Company incurred a loss on extinguishment of debt of approximately $24.9 million related to the payment of the 2022 Tender Offers and open market repurchase premiums and fees, and write off of the respective unamortized discounts and financing costs associated with the purchase of portions of 2023, 2024 and 2025 Notes in the 2022 Tender Offers. This amount is included in the loss on extinguishment of debt line on the statements of consolidated comprehensive income.
2021 Senior Notes. During the first quarter of 2021, EQM issued, in a private offering, $800 million aggregate principal amount of new 4.50% senior notes due 2029 (the 2029 Notes) and $1,100 million aggregate principal amount of new 4.75% senior notes due 2031 (the 2031 Notes and, together with the 2029 Notes, the 2021 Senior Notes) and received net proceeds from the offering of approximately $1,876.5 million (excluding costs related to the 2021 Tender Offers discussed below), inclusive of a discount of $19 million and debt issuance costs of $4.5 million. EQM used the net proceeds from the offering of the 2021 Senior Notes and cash on hand to repay all outstanding borrowings under the Amended 2019 EQM Term Loan Agreement, to purchase an aggregate principal amount of $500 million of its then outstanding 2023 Notes pursuant to tender offers for certain of EQM's outstanding indebtedness (such tender offers, the 2021 Tender Offers), and for general partnership purposes.
2021 Tender Offers. On January 15, 2021 (the 2021 early tender deadline), the maximum principal amount for the 2021 Tender Offers was fully subscribed by the 2023 Notes tendered as of the 2021 early tender deadline and on January 20, 2021, EQM purchased an aggregate principal amount of $500 million of 2023 Notes at an aggregate cost of approximately $537 million (inclusive of the applicable early tender premium for the 2023 Notes described in that certain Offer to Purchase of EQM dated January 4, 2021, as amended, plus accrued interest).
The Company incurred a loss on the extinguishment of debt of $41.0 million during the three months ended March 31, 2021 related to the payment of the 2021 Tender Offers premium and write off of unamortized discounts and financing costs related to the prepayment of the EQM Term Loans under, and termination of, the Amended 2019 EQM Term Loan Agreement and purchase of 2023 Notes in the 2021 Tender Offers. This amount is included in the loss on extinguishment of debt line on the statements of consolidated comprehensive income.
As of June 30, 2022, EQM and Eureka were in compliance with all debt provisions and covenants.
8. Fair Value Measurements
Assets Measured at Fair Value on a Recurring Basis. The Company records derivative instruments at fair value on a gross basis in its consolidated balance sheets. The EQT Global GGA provides for potential cash bonus payments payable by EQT to the Company during the period beginning on the first day of the calendar quarter in which the MVP full in-service date occurs through the calendar quarter ending December 31, 2024 (the Henry Hub cash bonus payment provision). The potential cash bonus payments are conditioned upon the quarterly average of certain Henry Hub natural gas prices exceeding certain price thresholds. The Henry Hub cash bonus payment provision is accounted for as a derivative instrument and recorded at its estimated fair value using a Monte Carlo simulation model. Significant inputs used in the fair value measurement include NYMEX Henry Hub natural gas futures prices as of the date of valuation, the targeted in-service date for the MVP, risk-free interest rates based on U.S. Treasury rates, expected volatility of NYMEX Henry Hub natural gas futures prices and an estimated credit spread of EQT. The expected volatility of NYMEX Henry Hub natural gas futures prices used in the valuation methodology represents a significant unobservable input causing the Henry Hub cash bonus payment provision to be designated as a Level 3 fair value measurement. An expected average volatility of approximately 45% was utilized in the valuation model, which is based on market-quoted volatilities of relevant NYMEX Henry Hub natural gas forward prices. As of June 30, 2022 and December 31, 2021, the fair values of the Henry Hub cash bonus payment provision were $71.8 million and $51.6 million, respectively, which were recorded in other assets on the Company's consolidated balance sheets. During the three and six months ended June 30, 2022, the Company recognized gains of $13.7 million and $20.2 million, respectively, representing the change in estimated fair value of the derivative instrument during the respective periods. During the three and six months ended June 30, 2021, the Company recognized gains of $9.4 million and $16.6 million, respectively, representing the change in estimated fair value of the derivative instrument during the respective periods. The gains are reflected in other income, net in the Company's statements of consolidated comprehensive income.
Other Financial Instruments. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturity of the instruments; as such, their fair values are Level 1 fair value measurements. The carrying values of borrowings under the Amended EQM Credit Facility, the Former Eureka Credit Facility (prior to its termination), the 2021 Eureka Credit Facility and the Amended 2019 EQM Term Loan Agreement (prior to its termination) approximate fair value as the interest rates are based on prevailing market rates; these are considered Level 1 fair value measurements. As EQM's borrowings under its senior notes are not actively traded, their fair values are estimated using
an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. As of June 30, 2022, and December 31, 2021, the estimated fair values of EQM's senior notes were approximately $5,655.8 million and $7,060.5 million, respectively, and the carrying values of EQM's senior notes were approximately $6,428.4 million and $6,434.9 million, respectively. The fair value of the Preferred Interest is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of June 30, 2022, and December 31, 2021, the estimated fair values of the Preferred Interest were approximately $100.9 million and $117.0 million, respectively, and the carrying values of the Preferred Interest were approximately $97.1 million and $100.0 million, respectively.
9. Earnings Per Share
The Company excluded 30,113 and 30,125 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2022, respectively. The Company excluded 30,018 (in thousands), in each case, of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2021.
The Company grants Equitrans Midstream phantom units to certain non-employee directors that will be paid in Equitrans Midstream common stock upon the director's termination of service on the Board. As there are no remaining service, performance or market conditions related to these awards, 588 and 615 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2022, respectively, and 502 and 494 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2021, respectively.
10. Income Taxes
The Company's effective tax rate was 4.7% for the three months ended June 30, 2022, compared to 23.8% for the three months ended June 30, 2021. The Company's effective tax rate was 5.3% for the six months ended June 30, 2022, compared to 22.0% for the six months ended June 30, 2021. For the three and six months ended June 30, 2022 and 2021, the Company calculated the provision for income taxes for interim periods by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (income (loss) before income taxes excluding unusual or infrequently occurring items) for the periods. The effective tax rate was lower for the three and six months ended June 30, 2022 compared to the three and six months ended June 30, 2021 primarily due to a reduction in the valuation allowances that limit tax benefits for the Company’s federal and state deferred tax assets, which valuation allowances were recorded by the Company at December 31, 2021. The effective tax rate for the three and six months ended June 30, 2022 was lower than the statutory rate primarily due to the reduction in the valuation allowances that limit tax benefits for the Company’s federal and state deferred tax assets. The effective tax rate for the three and six months ended June 30, 2021 was lower than the statutory rate primarily due to the impact of AFUDC - equity on the MVP project.
For the six months ended June 30, 2022, the Company believes that it is more likely than not that the benefit from a portion of its state net operating loss (NOL) carryforwards, deferred tax assets related to interest disallowance under Internal Revenue Code Section 163(j), and certain state deferred tax assets, net of offsetting deferred tax liabilities, will not be realized and accordingly, the Company maintains related valuation allowances. For the six months ended June 30, 2022, the Company recorded an income tax benefit of approximately $39.3 million related to changes in valuation allowances because of decreases in federal and state deferred tax assets. As of June 30, 2022 and December 31, 2021, the valuation allowances related to federal and state deferred tax assets that are not more likely than not to be realized were approximately $58.3 million and $97.6 million, respectively.
Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not (greater than 50%) that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers available evidence, both positive and negative, including potential sources of taxable income, income available in carry-back periods, future reversals of taxable temporary differences, projections of taxable income and income from tax planning strategies. Positive evidence includes reversing temporary differences and projection of future profitability within the carry-forward period, including from tax planning strategies. Negative evidence includes historical pre-tax book losses and Pennsylvania NOL expirations. A review of positive and negative evidence regarding these tax benefits resulted in the conclusion that valuation allowances on the Company’s state NOL carryforwards, deferred tax assets related to interest disallowance under Internal Revenue Code Section 163(j), and certain state deferred tax assets, net of offsetting deferred tax liabilities, were warranted as it was more likely than not that these assets will not be realized. Any determination to change the beginning of the year valuation allowance resulting from a change in the judgment about realizability of deferred tax assets in future years would impact the Company's income tax expense in the period in which such a determination is made.
11. Subsequent Events
On July 8, 2022, the Company received written notice from EQT, pursuant to the EQT Global GGA, of EQT’s irrevocable election under the EQT Global GGA to forgo approximately $145 million of gathering fee relief in the first twelve-month period beginning the first day of the quarter in which the MVP full in-service date occurs and approximately $90 million of gathering fee relief in the second such twelve-month period in exchange for a cash payment from the Company to EQT in the amount of approximately $196 million. The Company expects to utilize borrowings under the Amended EQM Credit Facility to effect such payment. Such payment will, in accordance with the terms of the EQT Global GGA, be made by the Company to EQT no later than October 5, 2022.
EQUITRANS MIDSTREAM CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
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 (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act). 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," "target," "seek," "strive," "continue" 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 Part I, "Item 2. 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 Equitrans Midstream Corporation (together with its subsidiaries, Equitrans Midstream or the Company), including:
•guidance and any changes in such guidance regarding the Company’s gathering, transmission and storage and water services revenue and volume, including the anticipated effects associated with the EQT Global GGA and related documents entered into with EQT;
•projected revenue (including from firm reservation fees) and volumes, deferred revenues, expenses and contract liabilities, and the effects on liquidity, leverage, projected revenue, deferred revenue and contract liabilities associated with the EQT Global GGA and the MVP project (including changes in the targeted full in-service date for such project);
•the ultimate gathering fee relief, and timing thereof, provided to EQT under the EQT Global GGA and related agreements;
•the Company's ability to de-lever and timing thereof;
•the weighted average contract life of gathering, transmission and storage contracts;
•infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering, transmission and storage and water projects);
•the cost to construct or restore right-of-way for, capacity of, shippers for, timing and durability of regulatory approvals and concluding litigation, final design (including expansions, extensions or refinements and capital related thereto), ability to contract additional capacity on, mitigate emissions from, targeted in-service dates of, and completion of current, planned or in-service projects or assets, in each case as applicable;
•the ultimate terms, partner relationships and structure of the MVP Joint Venture and ownership interests therein;
•the impact of changes in the targeted full in-service date of the MVP project on, among other things, the fair value of the Henry Hub cash bonus payment provision of the EQT Global GGA and the estimated transaction price allocated to the Company's remaining performance obligations under certain contracts with firm reservation fees and MVCs;
•expansion projects in the Company's operating areas and in areas that would provide access to new markets;
•the Company's ability to provide produced and mixed water handling services and realize expansion opportunities;
•the Company's ability to identify and complete acquisitions and other strategic transactions, including joint ventures, effectively integrate transactions into the Company's operations, and achieve synergies, system optionality, accretion and other benefits associated with transactions, including through increased scale;
•any credit rating impacts associated with the MVP project, customer credit ratings changes, defaults, acquisitions, dispositions and financings and any changes in EQM's credit ratings;
•the effect and outcome of contractual disputes, litigation and other proceedings, including regulatory proceedings;
•the effects of any consolidation of or effected by upstream gas producers, whether in or outside of the Appalachian Basin;
•the timing and amount of future issuances or repurchases of the Company's securities;
•the effects of conversion, if at all, of the Equitrans Midstream Preferred Shares (as defined herein);
•the effects of seasonality;
•expected cash flows and MVCs, including those associated with the EQT Global GGA, and the potential impacts thereon of the commission timing and cost of the MVP project;
•the ability to achieve, and time for achieving, Hammerhead pipeline full commercial in-service;
•projected capital contributions and capital and operating expenditures, including the amount and timing of reimbursable capital expenditures, capital budget and sources of funds for capital expenditures;
•the Company's seeking recoupment of, and ability to recoup, replacement and related costs;
•dividend amounts, timing and rates;
•changes in commodity prices and the effect of commodity prices on the Company's business;
•future decisions of customers in respect of production growth, curtailing natural gas production, timing of turning wells in line, rig and completion activity and related impacts on the Company's business;
•liquidity and financing requirements, including sources and availability;
•interest rates;
•the ability of the Company's subsidiaries (some of which are not wholly owned) to service debt under, and comply with the covenants contained in, their respective credit agreements;
•expectations regarding natural gas and water volumes in the Company's areas of operations;
•the Company's ability to achieve anticipated benefits associated with the execution of the EQT Global GGA and other commercial agreements;
•the impact on the Company and its subsidiaries of the coronavirus disease 2019 (COVID-19) pandemic;
•the Company's ability to achieve, and create value from, its environmental, social and governance (ESG) and sustainability targets and aspirations (including targets and aspirations set forth in its climate policy) and the Company's ability to respond, and impacts of responding, to increasing stakeholder scrutiny in these areas;
•the effectiveness of the Company's information technology and operational technology systems and practices to defend against evolving cyberattacks on United States critical infrastructure;
•the effects of government regulation including any quantification of potential impacts of regulatory matters related to climate change on the Company; and
•tax rates, status and 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 Company has based these forward-looking statements on management's current expectations and assumptions about future events. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, judicial and other risks and uncertainties, many of which are difficult to predict and are beyond the Company's control. The risks and uncertainties that may affect the operations, performance and results of the Company's business and forward-looking statements include, but are not limited to, those set forth under "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, as updated by this Quarterly Report on Form 10-Q.
Any forward-looking statement speaks only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statement, unless required by securities law, whether as a result of new information, future events or otherwise.
Executive Overview
Net income attributable to Equitrans Midstream common shareholders was $55.2 million ($0.13 per diluted share) for the three months ended June 30, 2022 compared to $22.5 million ($0.05 per diluted share) for the three months ended June 30, 2021. The increase resulted primarily from lower operating expenses and lower income tax expense, partially offset by the loss on debt extinguishment and lower operating revenues.
Net income attributable to Equitrans Midstream common shareholders was $141.7 million ($0.33 per diluted share) for the six months ended June 30, 2022 compared to $80.5 million ($0.19 per diluted share) for the six months ended June 30, 2021. The increase resulted primarily from lower operating expenses, lower income tax expense and a decrease in the loss on debt extinguishment, partially offset by lower operating revenues.
COVID-19 Update
Effective April 4, 2022, given, among other things, modifications in guidelines from the U.S. Centers for Disease Control and Prevention, the Company terminated its mandatory work-from-home protocol, commenced its return-to-office plan for its office-based employees and made adjustments to certain of its other companywide working protocols which had been responsive to the COVID-19 outbreak. However, the Company acknowledges that the COVID-19 pandemic is still ongoing. Although the outbreak has had, and continues to have, minimal direct impact on the Company’s overall operations, the Company cannot predict that the pandemic, or further developments regarding variants of COVID-19 or related governmental action, will not have any impact in the future on the Company's business, results of operations or financial position. For further information regarding the potential impact of COVID-19 on the Company, see "The ongoing outbreak of COVID-19 and its variant strains (or any future pandemic) could harm our business, results of operations and financial condition." under "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Business Segment Results
Operating segments are revenue-producing components of an 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. Headquarters costs consist primarily of certain unallocated corporate expenses and transaction costs, as applicable. Net interest expense, loss on extinguishment of debt, components of other income and income tax expense (benefit) are managed on a consolidated basis. The Company has presented each segment's operating income (loss), unrealized gain on derivative instruments, equity income, impairment of equity method investment and various operational measures, as applicable, in the following sections. Management believes that the presentation of this information is useful to management and investors regarding the financial condition, results of operations and trends and uncertainties of its segments. The Company has reconciled each segment's operating income (loss) to the Company's consolidated operating income and net income (loss) in Note 3 to the consolidated financial statements.
Gathering Results of Operations
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | %
Change | | 2022 | | 2021 | | %
Change |
| (Thousands, except per day amounts) |
| FINANCIAL DATA | | | | | | | |
Firm reservation fee revenues (a) | $ | 138,605 | | | $ | 149,360 | | | (7.2) | | | $ | 271,202 | | | $ | 297,552 | | | (8.9) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Volumetric-based fee revenues (b) | 86,709 | | | 90,592 | | | (4.3) | | | 173,902 | | | 192,476 | | | (9.7) | |
| Total operating revenues | 225,314 | | | 239,952 | | | (6.1) | | | 445,104 | | | 490,028 | | | (9.2) | |
| Operating expenses: | | | | | | | | | | | |
| Operating and maintenance | 21,703 | | | 24,274 | | | (10.6) | | | 43,878 | | | 46,940 | | | (6.5) | |
| Selling, general and administrative | 19,269 | | | 25,689 | | | (25.0) | | | 36,803 | | | 50,493 | | | (27.1) | |
| | | | | | | | | | | |
| Depreciation | 48,573 | | | 46,911 | | | 3.5 | | | 96,828 | | | 93,458 | | | 3.6 | |
| Amortization of intangible assets | 16,205 | | | 16,205 | | | — | | | 32,410 | | | 32,410 | | | — | |
| | | | | | | | | | | |
| Total operating expenses | 105,750 | | | 113,079 | | | (6.5) | | | 209,919 | | | 223,301 | | | (6.0) | |
| Operating income | $ | 119,564 | | | $ | 126,873 | | | (5.8) | | | $ | 235,185 | | | $ | 266,727 | | | (11.8) | |
| | | | | | | | | | | |
Other income, net (c) | $ | 13,726 | | | $ | 9,434 | | | 45.5 | | | $ | 20,168 | | | $ | 16,569 | | | 21.7 | |
| | | | | | | | | | | |
| OPERATIONAL DATA | | | | | | | | | | | |
| Gathered volumes (BBtu per day) | | | | | | | | | | | |
Firm capacity (d) | 5,218 | | | 5,279 | | | (1.2) | | | 5,237 | | | 5,262 | | | (0.5) | |
| Volumetric-based services | 2,654 | | | 3,106 | | | (14.6) | | | 2,696 | | | 3,225 | | | (16.4) | |
| Total gathered volumes | 7,872 | | | 8,385 | | | (6.1) | | | 7,933 | | | 8,487 | | | (6.5) | |
| | | | | | | | | | | |
Capital expenditures (e) | $ | 69,189 | | | $ | 59,680 | | | 15.9 | | | $ | 122,336 | | | $ | 107,793 | | | 13.5 | |
(a)For the three and six months ended June 30, 2022, firm reservation fee revenues included approximately $6.2 million and $8.9 million, respectively, of MVC unbilled revenues. For the three and six months ended June 30, 2021, firm reservation fee revenues included approximately $3.7 million and $6.9 million, respectively, of MVC unbilled revenues.
(b)For the three and six months ended June 30, 2021, volumetric-based fee revenues included approximately $0.2 million and $6.4 million, respectively, of unbilled revenues.
(c)Other income, net includes the unrealized gains on derivative instruments associated with the Henry Hub cash bonus payment provision. See Note 8 to the consolidated financial statements for further information.
(d)Includes volumes up to the contractual MVC under agreements structured with MVCs. Volumes in excess of the contractual MVC are reported under Volumetric-based services.
(e)Includes approximately $8.7 million and $11.7 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for the three and six months ended June 30, 2022, respectively, and includes approximately $4.1 million and $5.8 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for the three and six months ended June 30, 2021, respectively.
Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021
Gathering operating revenues decreased by $14.6 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. Firm reservation fee revenues decreased by $10.8 million primarily due to higher deferred revenue primarily resulting from assumption changes in the fourth quarter of 2021 associated with certain contract extensions impacting the estimated total consideration under the EQT Global GGA. Volumetric-based fee revenues decreased by $3.9 million primarily due to lower gathered volumes resulting from reduced producer activity.
Gathering operating expenses decreased by $7.3 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. Selling, general and administrative expenses decreased by $6.4 million primarily due to lower professional fees and personnel costs. Operating and maintenance expenses decreased by $2.6 million primarily due to operational efficiencies. Depreciation expense increased by $1.7 million as a result of additional assets placed in-service.
Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021
Gathering operating revenues decreased by $44.9 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. Firm reservation fee revenues decreased by $26.4 million primarily due to higher deferred revenue primarily resulting from assumption changes in the fourth quarter of 2021 associated with certain contract extensions impacting the estimated total consideration under the EQT Global GGA. Volumetric-based fee revenues decreased by $18.6 million primarily due to lower gathered volumes resulting from reduced producer activity.
Gathering operating expenses decreased by $13.4 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. Selling, general and administrative expenses decreased by $13.7 million primarily due to lower professional fees and personnel costs. Operating and maintenance expenses decreased by $3.1 million primarily due to operational efficiencies. Depreciation expense increased by $3.4 million as a result of additional assets placed in-service.
See also “Outlook” for discussions of the EQT Global GGA and the transactions related thereto, including the gathering fee relief to EQT thereunder. The Company expects that the revenues resulting from the MVCs under the EQT Global GGA will increase the proportion of the Company's total operating revenues that are firm reservation fee revenues, and correspondingly decrease the portion of the Company's total operating revenues that are volumetric-based fee revenues, in future periods. Firm reservation fee revenues under the Company’s Hammerhead gathering agreement with EQT also are expected to contribute to an increase in the Company’s firm reservation fee revenues following achievement of the Hammerhead pipeline full commercial in-service. See also "Outlook" for discussions of the expected timing of the Hammerhead pipeline in service.
Transmission Results of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | %
Change | | 2022 | | 2021 | | %
Change |
| (Thousands, except per day amounts) |
| FINANCIAL DATA | | | | | | | |
| Firm reservation fee revenues | $ | 84,675 | | | $ | 83,797 | | | 1.0 | | | $ | 187,545 | | | $ | 185,186 | | | 1.3 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Volumetric-based fee revenues | 6,403 | | | 9,101 | | | (29.6) | | | 14,328 | | | 19,131 | | | (25.1) | |
| Total operating revenues | 91,078 | | | 92,898 | | | (2.0) | | | 201,873 | | | 204,317 | | | (1.2) | |
| Operating expenses: | | | | | | | | | | | |
| Operating and maintenance | 7,897 | | | 8,478 | | | (6.9) | | | 11,830 | | | 15,760 | | | (24.9) | |
| Selling, general and administrative | 8,436 | | | 8,632 | | | (2.3) | | | 16,842 | | | 17,481 | | | (3.7) | |
| Depreciation | 13,904 | | | 13,826 | | | 0.6 | | | 27,798 | | | 27,626 | | | 0.6 | |
| Total operating expenses | 30,237 | | | 30,936 | | | (2.3) | | | 56,470 | | | 60,867 | | | (7.2) | |
| Operating income | $ | 60,841 | | | $ | 61,962 | | | (1.8) | | | $ | 145,403 | | | $ | 143,450 | | | 1.4 | |
| | | | | | | | | | | |
| Equity income | $ | 39 | | | $ | 5,921 | | | (99.3) | | | $ | 43 | | | $ | 5,924 | | | (99.3) | |
| | | | | | | | | | | |
| OPERATIONAL DATA | | | | | | | | | | | |
| Transmission pipeline throughput (BBtu per day) | | | | | | | | | | | |
| Firm capacity reservation | 3,037 | | | 2,906 | | | 4.5 | | | 3,708 | | | 2,921 | | | 26.9 | |
| Volumetric-based services | 17 | | | 12 | | | 41.7 | | | 35 | | | 11 | | | 218.2 | |
| Total transmission pipeline throughput | 3,054 | | | 2,918 | | | 4.7 | | | 3,743 | | | 2,932 | | | 27.7 | |
| | | | | | | | | | | |
| Average contracted firm transmission reservation commitments (BBtu per day) | 3,793 | | | 3,780 | | | 0.3 | | | 4,140 | | | 4,102 | | | 0.9 | |
| | | | | | | | | | | |
Capital expenditures (a) | $ | 6,339 | | | $ | 7,790 | | | (18.6) | | | $ | 10,565 | | | $ | 11,295 | | | (6.5) | |
(a)Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $39.2 million and $111.8 million for the three and six months ended June 30, 2022, respectively, and $73.9 million and $84.7 million for the three and six months ended June 30, 2021, respectively.
Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021
Transmission operating revenues decreased by $1.8 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 primarily as a result of decreased volumetric-based fee revenues due to lower storage activities.
Operating expenses were relatively flat for the three months ended June 30, 2022, compared to the three months ended June 30, 2021.
Equity income decreased by $5.9 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 due to no AFUDC in the current period.
Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021
Transmission operating revenues decreased by $2.4 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 primarily as a result of decreased volumetric-based fee revenues due to lower storage activities, partially offset by an increase in firm reservation fee revenues primarily due to higher contracted firm transmission capacity.
Operating expenses decreased by $4.4 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 primarily as a result of lower operating and maintenance expenses due to operational efficiencies.
Equity income decreased by $5.9 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 due to no AFUDC in the current period.
The Company's equity income in future periods will continue to be affected by the timing of the resumption of the remaining MVP project growth construction activities and associated AFUDC, and the timing of the completion of the MVP project, and such impact could continue to be substantial.
Water Results of Operations
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | %
Change | | 2022 | | 2021 | | %
Change |
| (Thousands, except MMgal amounts) |
| FINANCIAL DATA | | | | | | | |
Firm reservation fee revenues (a) | $ | 9,375 | | | $ | 929 | | | 909.1 | | | $ | 15,127 | | | $ | 2,773 | | | 445.5 | |
| Volumetric-based fee revenues | 2,844 | | | 14,516 | | | (80.4) | | | 8,653 | | | 31,173 | | | (72.2) | |
| Total operating revenues | 12,219 | | | 15,445 | | | (20.9) | | | 23,780 | | | 33,946 | | | (29.9) | |
| Operating expenses: | | | | | | | | | | | |
| Operating and maintenance | 2,820 | | | 5,393 | | | (47.7) | | | 9,529 | | | 9,528 | | | — | |
| Selling, general and administrative | 1,475 | | | 1,313 | | | 12.3 | | | 3,666 | | | 3,027 | | | 21.1 | |
| Depreciation | 4,804 | | | 8,201 | | | (41.4) | | | 9,321 | | | 16,376 | | | (43.1) | |
| Impairment of long-lived assets | — | | | 56,178 | | | (100.0) | | | — | | | 56,178 | | | (100.0) | |
| Total operating expenses | 9,099 | | | 71,085 | | | (87.2) | | | 22,516 | | | 85,109 | | | (73.5) | |
| Operating income (loss) | $ | 3,120 | | | $ | (55,640) | | | 105.6 | | | $ | 1,264 | | | $ | (51,163) | | | 102.5 | |
| | | | | | | | | | | |
| OPERATIONAL DATA | | | | | | | | | | | |
| Water services volumes (MMgal) | | | | | | | | | | | |
Firm capacity reservation (b) | 106 | | | 18 | | | 488.9 | | | 216 | | | 54 | | | 300.0 | |
| Volumetric-based services | 54 | | | 296 | | | (81.8) | | | 262 | | | 676 | | | (61.2) | |
| Total water volumes | 160 | | | 314 | | | (49.0) | | | 478 | | | 730 | | | (34.5) | |
| | | | | | | | | | | |
| Capital expenditures | $ | 22,526 | | | $ | 4,820 | | | 367.3 | | | $ | 32,091 | | | $ | 9,627 | | | 233.3 | |
(a) For the three and six months ended June 30, 2021, firm reservation fee revenues included approximately $0.5 million and $1.0 million, respectively, of MVC unbilled revenues.
(b) Includes volumes up to the contractual MVC under agreements structured with MVCs or ARCs, as applicable. Volumes in excess of the contractual MVC are reported under Volumetric-based services.
Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021
Water operating revenues decreased by $3.2 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. Firm reservation fee revenues increased by $8.4 million primarily as a result of increased revenues associated with ARCs. Volumetric-based fee revenues decreased by $11.7 million primarily due to lower volumes resulting from more firm capacity volumes in the current period due to the 2021 Water Services Agreement replacing contracts that provided service previously on a volumetric fee basis and overall decreased customer activity and lower rates.
Water operating expenses decreased by $62.0 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 primarily as a result of the $56.2 million impairment of long-lived assets during the second quarter of 2021. Operating and maintenance expenses decreased by $2.6 million primarily due to lower purchased water costs resulting from decreased activity. Depreciation expense decreased due to the impairment of certain long-lived assets during the second quarter of 2021.
Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021
Water operating revenues decreased by $10.2 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. Firm reservation fee revenues increased by $12.4 million primarily as a result of increased revenues associated with ARCs. Volumetric-based fee revenues decreased by $22.5 million primarily due to lower volumes resulting from more firm capacity volumes in the current period due to the 2021 Water Services Agreement replacing contracts that provided service previously on a volumetric fee basis and overall decreased customer activity and rates.
Water operating expenses decreased by $62.6 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 primarily as a result of the $56.2 million impairment of long-lived assets during the second quarter of 2021. Depreciation expense decreased due to the impairment of certain long-lived assets during the second quarter of 2021.
The Company’s volumetric-based water services are directly associated with producers’ well completion activities and fresh and produced water needs (which are primarily driven by horizontal lateral lengths and the number of completion stages per well). Therefore, the Water volumetric operating results traditionally fluctuate from year-to-year in response to producers’ well completion activities. Firm reservation revenues are expected to be mostly consistent due to the ARC under the 2021 Water Services Agreement that became effective March 1, 2022. The Company expects total Water operating revenues to be higher for the year ending December 31, 2022 as compared to the year ended December 31, 2021 primarily due to the operating revenues from the 2021 Water Services Agreement that became effective on March 1, 2022.
The Company also expects that the contractual revenues resulting from the ARC under the 2021 Water Services Agreement will increase the proportion of the Company's total water operating revenues that are firm reservation fee revenues, and correspondingly decrease the portion of the Company's total water operating revenues that are volumetric-based fee revenues, in future periods. See "Outlook" for further discussion of the 2021 Water Services Agreement.
Other Income Statement Items
Other Income, Net
Other income, net increased by $4.7 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The increase was primarily due to a $4.3 million increase in unrealized gain on derivative instruments associated with the Henry Hub cash bonus payment provision due to an increase in NYMEX Henry Hub natural gas futures prices. Other income, net increased by $3.5 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase was primarily due to a $3.6 million increase in unrealized gain on derivative instruments associated with the Henry Hub cash bonus payment provision due to an increase in NYMEX Henry Hub natural gas futures prices.
See also "Outlook" for a discussion of factors affecting the estimated fair value of the derivative asset attributable to the Henry Hub cash bonus payment provision that is recognized in other income, net on the Company's statements of consolidated comprehensive income.
Loss on Extinguishment of Debt
During the three and six months ended June 30, 2022, the Company incurred a loss on extinguishment of debt of approximately $24.9 million related to the payment of the 2022 Tender Offers and open market repurchase premiums and fees, and write off of the respective unamortized discounts and financing costs associated with the purchase of portions of 2023, 2024 and 2025 Notes in the 2022 Tender Offers.
During the six months ended June 30, 2021, the Company incurred a loss on the extinguishment of debt of $41.0 million related to the payment of the 2021 Tender Offers premium and write off of unamortized discounts and financing costs related to the prepayment of the EQM Term Loans under, and termination of, the Amended 2019 EQM Term Loan Agreement and purchase of 2023 Notes in the 2021 Tender Offers. See Note 7 to the consolidated financial statements for additional discussion.
Net Interest Expense
Net interest expense decreased by $0.5 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 due to lower interest expense primarily associated with lower borrowings on the Amended EQM Credit Facility and the 2022 Tender Offers, partially offset by the issuance of the 2022 Senior Notes. Net interest expense decreased by $2.5 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 due to lower interest expense primarily associated with lower borrowings on the Amended EQM Credit Facility and the 2022 Tender Offers, partially offset by the issuance of the 2022 Senior Notes.
As a result of the issuance of the 2022 Senior Notes and purchase of portions of 2023, 2024 and 2025 Notes in the 2022 Tender Offers, the Company expects its annual net interest expense to be higher in future periods.
See also Note 7 to the consolidated financial statements for a discussion of certain of the Company's outstanding debt.
Income Taxes
See Note 10 to the consolidated financial statements for an explanation of the changes in income taxes for the three and six months ended June 30, 2022 compared to the three and six months ended June 30, 2021.
Management continues to evaluate the need for valuation allowances on the Company's deferred tax assets. Management expects the reduction of valuation allowances to continue during the year ended December 31, 2022 based on its estimated annual effective tax rate. The Company's estimated annual effective tax rate is susceptible to change, including the amount of valuation allowances realized, and such impact may be substantial.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests was relatively flat for the three and six months ended June 30, 2022 compared to the three and six months ended June 30, 2021.
Capital Expenditures
See "Investing Activities" and "Capital Requirements" under "Capital Resources and Liquidity" for discussion of capital expenditures and capital contributions.
Outlook
The Company's strategically-located assets overlay core acreage in the Appalachian Basin. The location of the Company's assets allows its producer customers to access major demand markets in the U.S. The Company is one of the largest natural gas gatherers in the U.S. and its largest customer, EQT, was one of the largest natural gas producers in the U.S. based on average daily sales volumes as of June 30, 2022 and EQT's public senior debt had investment grade credit ratings from Standard & Poor's Global Ratings (S&P) and Fitch Ratings (Fitch) as of that date. The Company maintains a stable cash flow profile, with approximately 71% of its operating revenue for the six months ended June 30, 2022 generated by firm reservation fees. The percentage of the Company's operating revenues that are generated by firm reservation fees is expected to increase in future years as a result of the 15-year term EQT Global GGA, which includes an MVC of 3.0 Bcf per day that became effective on April 1, 2020 and gradually steps up to 4.0 Bcf per day through December 2031 following the full in-service date of the MVP. This contract structure enhances the stability of the Company's cash flows and limits its exposure to customer volume variability.
The Company's principal strategy is to achieve greater scale and scope, enhance the durability of its financial strength and to continue to work to position itself for a lower carbon economy, which the Company expects will drive future growth and investment. The Company is implementing its strategy by leveraging its existing assets, executing on its growth projects (including through potential expansion and extension opportunities), periodically evaluating strategically-aligned inorganic growth opportunities (whether within its existing footprint or to extend the Company's reach into the southeast United States and to become closer to key demand markets, such as the Gulf of Mexico LNG export market), and focusing on ESG and sustainability-oriented initiatives. Additionally, the Company is also continuing to focus on strengthening its balance sheet through:
•highly predictable cash flows backed by firm reservation fees;
•actions to de-lever its balance sheet;
•disciplined capital spending;
•operating cost control; and
•an appropriate dividend policy.
As part of its approach to organic growth, the Company is focused on its projects and assets outlined below, many of which are supported by contracts with firm capacity, MVC or ARC commitments.
The Company expects that the MVP project (should it be placed in-service), together with the Hammerhead pipeline and Equitrans, L.P. Expansion Project (EEP), will primarily drive the Company's organic growth, as discussed in further detail below, and, in the case of the MVP, the Company's ability to de-lever and the pace thereof (which delevering the Company views as a critical strategic objective for its business).
•Mountain Valley Pipeline. The MVP is being constructed by a joint venture among the Company and affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc. (Con Edison), AltaGas Ltd. and RGC Resources, Inc. As of June 30, 2022, the Company owned an approximate 47.1% interest in the MVP project and will operate the MVP. The MVP is an estimated 300-mile, 42-inch diameter natural gas interstate pipeline with a targeted capacity of 2.0 Bcf per day that is designed to span from the Company's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia, providing access to the growing southeast demand markets. The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms. Additional shippers have expressed interest in the MVP project and the MVP Joint Venture is evaluating an expansion opportunity that could add approximately 0.5 Bcf per day of capacity through the installation of incremental compression.
In October 2017, the FERC issued the Certificate of Public Convenience and Necessity (the Certificate) for the MVP. In the first quarter of 2018, the MVP Joint Venture received limited notice to proceed with certain construction activities from the FERC and commenced construction. Following a comprehensive review of all outstanding stream and wetland crossings across the approximately 300-mile MVP project route, on February 19, 2021, the MVP Joint Venture submitted (i) a joint application package to each of the Huntington, Pittsburgh and Norfolk Districts of the U.S. Army Corps of Engineers (Army Corps) that requested an Individual Permit from the Army Corps to effect approximately 300 water crossings utilizing open cut techniques (the Army Corps Individual Permit) and (ii) an application to amend the Certificate that sought FERC authority to utilize alternative trenchless construction methods to effect approximately 120 water crossings. On April 8, 2022, the FERC authorized the amended Certificate. Related to seeking the Army Corps Individual Permit, on March 4, 2021, the MVP Joint Venture submitted applications to each of the West Virginia Department of Environmental Protection (WVDEP) and the Virginia Department of Environmental Quality (VADEQ) seeking Section 401 water quality certification approvals or waivers (such approvals or waivers, the State 401 Approvals), which State 401 Approvals were each received in December 2021 and are the subject of ongoing litigation. As discussed in Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q, on January 25, 2022, the MVP Joint Venture's authorizations related to the Jefferson National Forest (JNF) received from the Bureau of Land Management (BLM) and the U.S. Forest Service (USFS) were vacated and remanded on specific issues by the U.S. Court of Appeals for the Fourth Circuit (Fourth Circuit). As also discussed in Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q, on February 2, 2022, the Fourth Circuit vacated and remanded on specific issues the Biological Opinion and Incidental Take Statement issued by the United States Department of the Interior's Fish and Wildlife Service (FWS) for the MVP project. After evaluating legal options and consulting with the relevant federal agencies, the MVP Joint Venture is pursuing new authorizations relating to the JNF and a new Biological Opinion and Incidental Take Statement and as a result, the Company continues to target a full in-service date for the MVP project during the second half of 2023 at a targeted total project cost of approximately $6.6 billion (excluding AFUDC). Related to pursuing a new Biological Opinion and Incidental Take Statement, on July 29, 2022, the MVP Joint Venture submitted to the FWS an updated supplement to the Biological Assessment (and notified the FERC of such submission), which updated supplement is intended to address aspects of the Fourth Circuit's February 2022 ruling and points raised by project opponents.
In addition to timely receiving, and subsequently maintaining, new authorizations in respect of the JNF and a Biological Opinion and Incidental Take Statement, the MVP Joint Venture must, in order to complete the project, among other things, timely receive the Army Corps Individual Permit (as well as timely receive, if necessary,
certain other state-level approvals), as well as any necessary extensions from FERC to complete the MVP project. On June 24, 2022, given ongoing litigation and regulatory matters, the MVP Joint Venture filed a request with the FERC for an extension of time to complete the MVP project for an additional four years through October 13, 2026. That request is pending. The MVP Joint Venture also must (i) continue to have available the orders previously issued by the FERC, which are the subject of ongoing litigation, modifying its prior stop work orders and extending the MVP Joint Venture’s prescribed time to complete the MVP project to October 13, 2022; and (ii) timely receive authorization from the FERC to complete construction work in the portion of the project route currently remaining subject to the FERC’s previous stop work order and in the JNF. In each case, any such foregoing or other authorizations must remain in effect notwithstanding any pending or future challenge thereto, including, in the case of any new authorizations in respect of the JNF and new Biological Opinion and Incidental Take Statement, in the Fourth Circuit. For further information regarding litigation and regulatory related delays affecting the completion of the MVP project, see Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q. See also "The regulatory approval process for the construction of new midstream assets is very challenging, has significantly increased costs and delayed targeted in-service dates, and decisions by regulatory and judicial authorities in pending or potential proceedings are likely to impact our or the MVP Joint Venture's ability to obtain or maintain in effect all approvals and authorizations necessary to complete certain projects on the targeted time frame or at all or our ability to achieve the expected investment returns on the projects." included in "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
On November 4, 2019, Con Edison exercised an option to cap its investment in the construction of the MVP project at approximately $530 million (excluding AFUDC). The Company and NextEra Energy, Inc. are obligated, and RGC Resources, Inc., another member of the MVP Joint Venture owning an interest in the MVP project, has opted, to fund the shortfall in Con Edison's capital contributions on a pro rata basis. Such funding by the Company and funding by other members has and will correspondingly increase the Company's and such other members' respective interests in the MVP project and decrease Con Edison's interest in the MVP project. As a result, based on the Company's total targeted cost for the project of approximately $6.6 billion (excluding AFUDC), the Company's equity ownership in the MVP project will progressively increase from approximately 47.1% to approximately 48.1%.
Through June 30, 2022, based on the MVP project's total targeted cost, the Company had funded approximately $2.6 billion of its estimated total capital contributions of approximately $3.4 billion (inclusive of additional contributions required due to the Con Edison cap described above), which estimated total capital contributions include approximately $180 million in excess of the Company's ownership interest. For 2022, the Company expects to make total capital contributions of approximately $175 million to $215 million primarily related to work completed in late 2021 and ongoing right-of-way maintenance, of which approximately $111.1 million had been contributed to the MVP Joint Venture as of June 30, 2022.
•Wellhead Gathering Expansion Projects and Hammerhead Pipeline. During the six months ended June 30, 2022, the Company invested approximately $122.3 million in gathering projects (inclusive of capital expenditures related to the noncontrolling interest in Eureka Midstream). For 2022, the Company expects to invest approximately $270 million to $310 million in gathering projects (inclusive of expected capital expenditures of approximately $20 million related to the noncontrolling interest in Eureka Midstream). The primary projects include infrastructure expansion of core development areas in the Marcellus and Utica Shales in southwestern Pennsylvania, southeastern Ohio and northern West Virginia for EQT, Range Resources Corporation (Range Resources) and other producers.
The Hammerhead pipeline is a 1.6 Bcf per day gathering header pipeline that is primarily designed to connect natural gas produced in Pennsylvania and West Virginia to the MVP, Texas Eastern Transmission and Dominion Transmission, is supported by a 20-year term, 1.2 Bcf per day, firm capacity commitment from EQT and cost approximately $540 million. The Company expects Hammerhead pipeline full commercial in-service to commence in conjunction with full MVP in-service.
The Company recently entered into an agreement with a producer customer to install approximately 32,000 horsepower booster compression to existing facilities. The project is backed by a long-term commitment and is targeted to be in-service in mid-2024. The Company expects to invest approximately $70 million, with a majority of the capital spend in 2023 and 2024.
•Transmission Projects and Equitrans Expansion Project. During the six months ended June 30, 2022, the Company invested approximately $10.6 million in transmission projects, including the EEP. The EEP is designed
to provide north-to-south capacity on the mainline Equitrans, L.P. system, including primarily for deliveries to the MVP. A portion of the EEP commenced operations with interruptible service in the third quarter of 2019. The EEP provides capacity of approximately 600 MMcf per day and offers access to several markets through interconnects with Texas Eastern Transmission, Dominion Transmission and Columbia Gas Transmission. Once the MVP is fully placed in service, firm transportation agreements for 550 MMcf per day of capacity will commence under 20-year terms.
For 2022, the Company expects to invest approximately $40 million in transmission projects, inclusive of capital expenditures expected for 2022 associated with the Company's Ohio Valley Connector expansion project (OVCX). OVCX will increase deliverability on the Company's existing Ohio Valley Connector pipeline (OVC) by approximately 350 MMcf per day, create new receipt and delivery transportation paths, and enhance long-term reliability. The project is supported by new long-term firm capacity commitments of 330 MMcf per day, as well as an extension of approximately 1.0 Bcf per day of existing contracted mainline capacity for EQT. OVCX is designed to meet growing demand in key markets in the mid-continent and gulf coast through existing interconnects with long-haul pipelines in Clarington, Ohio. On July 7, 2022, the FERC issued a Notice of Intent to Prepare an Environmental Impact Statement for OVCX. Based on the expected regulatory and permitting timeframe, the Company is targeting the incremental OVC capacity to be in-service during the first half of 2024. The Company expects to invest approximately $160 million in the project, which includes approximately $130 million for new compression. The project is consistent with the Company's ongoing efforts to optimize existing assets and achieve capital efficiency.
•MVP Southgate Project. In April 2018, the MVP Joint Venture announced the MVP Southgate project, which is a proposed 75-mile interstate pipeline that is contemplated to extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. The MVP Southgate project is backed by a 300 MMcf per day firm capacity commitment from Dominion Energy North Carolina, and, as currently designed, reflects potential expansion capabilities that could provide up to 900 MMcf per day of total capacity. The Company is expected to operate the MVP Southgate project and owned a 47.2% interest in the MVP Southgate project as of June 30, 2022.
The MVP Joint Venture submitted the MVP Southgate certificate application to the FERC in November 2018. In June 2020, the FERC issued the Certificate of Public Convenience and Necessity for the MVP Southgate; however, the FERC, while authorizing the project, directed the Office of Energy Projects not to issue a notice to proceed with construction until necessary federal permits are received for the MVP project and the Director of the Office of Energy Projects lifts the stop work order and authorizes the MVP Joint Venture to continue constructing the MVP project. On August 11, 2020, the North Carolina Department of Environmental Quality (NCDEQ) denied the MVP Southgate project's application for a Clean Water Act Section 401 Individual Water Quality Certification and Jordan Lake Riparian Buffer Authorization due to uncertainty surrounding the completion of the MVP project. On March 11, 2021, the Fourth Circuit, pursuant to an appeal filed by the MVP Joint Venture, vacated the NCDEQ's denial and remanded the matter to the NCDEQ for additional review. On April 29, 2021, the NCDEQ reissued its denial of the MVP Southgate project's application for a Clean Water Act Section 401 Individual Water Quality Certification and Jordan Lake Riparian Buffer Authorization. On December 3, 2021, the Virginia State Air Pollution Control Board denied the permit for the MVP Southgate project’s Lambert compressor station, which decision the MVP Joint Venture initially appealed before withdrawing its request to review the denial. See the discussion of litigation and regulatory related delays affecting the completion of the MVP Southgate project set forth in Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q.
Given the continually evolving regulatory and legal environment for greenfield pipeline construction projects, as well as factors specific to the MVP and MVP Southgate projects, including the December 2021 compressor station state air permit denial, the MVP Joint Venture continues to evaluate the MVP Southgate project, including engaging in discussions with Dominion Energy North Carolina regarding options with respect to the MVP Southgate project, including potentially refining the project’s design and timing in lieu of pursuing the project as originally contemplated. Dominion Energy North Carolina’s obligations under the precedent agreement in support of the original project are subject to certain conditions, including that the MVP Joint Venture would have completed construction of the project facilities by June 1, 2022, which deadline is subject to extension by virtue of previously declared events of force majeure. The Company is unable to predict the results of the discussions between the MVP Joint Venture and Dominion Energy North Carolina, including any potential modifications to the project, or ultimate undertaking or completion of the project.
The MVP Southgate project, as originally designed, was estimated to cost a total of approximately $450 million to $500 million, a portion of which the Company expected to fund. For 2022, the Company expects to make capital contributions of less than $5 million to the MVP Joint Venture for the MVP Southgate project, of which approximately $0.6 million had been contributed as of June 30, 2022.
•Water Operations. During the six months ended June 30, 2022, the Company invested approximately $32.1 million in its water infrastructure. In 2022, the Company expects to invest approximately $75 million to complete the initial mixed-use water system buildout. This includes approximately $20 million to replace certain previously installed water lines that the Company believes do not meet their prescribed quality standards. The Company is targeting placing portions of the system in service in 2022, with the majority of the system targeted to be placed in service in 2023. The Company is pursuing recoupment of such replacement and related costs.
See further discussion of capital expenditures in the "Capital Requirements" section below.
EQT Global GGA. On February 27, 2020, the Company announced the EQT Global GGA, which is a 15-year contract that includes, among other things, a 3.0 Bcf per day MVC (which gradually steps up to 4.0 Bcf per day through December 2031 following the full in-service date of the MVP) and the dedication of a substantial majority of EQT’s core acreage in southwestern Pennsylvania and West Virginia to the Company. Under the EQT Global GGA, EQT will receive certain gathering fee relief over a period of three years. The EQT Global GGA replaced 14 previous gathering agreements between EQT and the Company.
Under the EQT Global GGA, the performance obligation is to provide daily MVC capacity and as such the total consideration is allocated proportionally to the daily MVC over the life of the contract. In periods that the gathering MVC revenue billed will exceed the allocated consideration, the excess will be deferred to the contract liability and recognized in revenue when the performance obligation has been satisfied. While the 3.0 Bcf per day MVC capacity became effective on April 1, 2020, additional daily MVC capacity and the associated gathering MVC fees payable by EQT to the Company as set forth in the EQT Global GGA are conditioned upon the full in-service date of the MVP. There are ongoing (and potentially future) legal and regulatory matters that affect the MVP project which have had and/or could have (as applicable) a material effect on the performance obligation, the allocation of the total consideration over the life of the contract and the gathering MVC fees payable by EQT under the contract.
The gathering MVC fees payable by EQT to the Company are subject to potential reductions for certain contract years as set forth in the EQT Global GGA, conditioned to begin the first day of the quarter in which the full in-service date of the MVP occurs, which, prior to EQT's exercise of the EQT Cash Option (defined below), provided for an estimated aggregate fee relief of approximately $270 million in the first twelve-month period, approximately $230 million in the second twelve-month period and approximately $35 million in the third twelve-month period. Further, the EQT Global GGA provides for a fee credit to the gathering rate for certain gathered volumes that also receive separate transmission services under certain transmission contracts. Given that the MVP full in-service date did not occur by January 1, 2022, on July 8, 2022, EQT irrevocably elected under the EQT Global GGA to forgo approximately $145 million of the gathering fee relief in such first twelve-month period and approximately $90 million of the gathering fee relief in such second twelve-month period in exchange for a cash payment from the Company to EQT in the amount of approximately $196 million (the EQT Cash Option). As a result of EQT exercising the EQT Cash Option, the aggregate fee relief applicable under the EQT Global GGA is now estimated to be approximately $125 million in such first twelve-month period, approximately $140 million in such second twelve-month period and approximately $35 million in such third twelve-month period. The Company expects to utilize borrowings under the Amended EQM Credit Facility to effect payment of the EQT Cash Option, which such payment will, in accordance with the terms of the EQT Global GGA, be made by the Company to EQT no later than October 5, 2022.
See also Note 11 for discussion of the EQT Cash Option.
Based on the Henry Hub natural gas forward strip prices as of July 29, 2022 and the terms of the Henry Hub cash bonus payment provision, any further delays in the full in-service date for the MVP project, including beyond the most recent targeted full in-service date of the second half of 2023, would decrease the estimated fair value of the derivative asset attributable to the Henry Hub cash bonus payment provision, and such decrease may be substantial. For a discussion of the potential effect of hypothetical changes to the NYMEX Henry Hub natural gas future prices on the estimated fair value of the derivative asset attributable to the Henry Hub cash bonus payment provision, see "Commodity Prices" in Part I, "Item 3. Quantitative and Qualitative Disclosures About Market Risk" of this Quarterly Report on Form 10-Q. Changes in estimated fair value are recognized in other income, net, on the Company’s statements of consolidated comprehensive income.
2021 Water Services Agreement. On October 22, 2021, the Company and EQT entered into a new 10-year, mixed-use water services agreement covering operations within a dedicated area in southwestern Pennsylvania. The 2021 Water Services Agreement became effective on March 1, 2022 and replaced the Water Services Letter Agreement and certain other existing
Pennsylvania water services agreements. Pursuant to the 2021 Water Services Agreement, EQT has agreed to pay the Company a minimum ARC for water services equal to $40 million in each of the first five years of the 10-year contract term and equal to $35 million per year for the remaining five years of the contract term.
For further discussion of the Company's commercial relationship with EQT and related considerations, including risk factors, see "Item 1A. Risk Factors." in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. For further discussion on litigation and regulatory challenges affecting the MVP project, see "Outlook" above and Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q.
Potential Future Impairments. The accounting estimates related to impairments are susceptible to change, including estimating fair value which requires considerable judgment. For goodwill, management’s estimate of a reporting unit’s future financial results is sensitive to changes in assumptions, such as changes in stock prices, weighted-average cost of capital, terminal growth rates and industry multiples. Similarly, cash flow estimates utilized for purposes of evaluating long-lived assets and equity method investment (such as in the MVP Joint Venture) require the Company to make projections and assumptions for many years into the future for pricing, demand, competition, operating costs, commencement of operations, resolution of relevant legal and regulatory matters, and other factors. The Company evaluates long-lived assets and equity method investments for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such assets may not be recoverable (meaning, in the case of its equity method investment, that such investment has suffered other-than-temporary declines in value under ASC 323). The Company believes the estimates and assumptions used in estimating its reporting units’, its long-lived assets' and its equity investment's fair values are reasonable and appropriate as of June 30, 2022; however, assumptions and estimates are inherently subject to significant business, economic, competitive, regulatory, judicial and other risks that could materially affect the calculated fair values and the resulting conclusions regarding impairments, which could materially affect the Company’s results of operations and financial position. Additionally, actual results could differ from these estimates and assumptions may not be realized. The Company also continues to evaluate and monitor the ongoing legal and regulatory matters affecting the MVP and MVP Southgate projects, as further described in Part II, “Item 1. Legal Proceedings” of this Quarterly Report on Form 10-Q. Further adverse or delayed developments with respect to such matters or other adverse developments, as well as potential macroeconomic factors, including other than temporary market fluctuations, changes in interest rates, cost increases and other unanticipated events, could require that the Company modify assumptions reflected in the probability-weighted scenarios of discounted future net cash flows (including with respect to the probability of success) utilized to estimate the fair value of its equity investment in the MVP Joint Venture, which could result in an other-than-temporary decline in value, resulting in an incremental impairment of that investment. While macroeconomic factors in and of themselves may not be a direct indicator of impairment, should an impairment indicator be identified in the future, macroeconomic factors such as changes in interest rates could ultimately impact the size and scope of any potential impairment. See “Reviews of our goodwill, intangible and other long-lived assets and equity method investment in the MVP Joint Venture have resulted in significant impairment charges, and reviews of our goodwill, intangible and other long-lived assets and equity method investment in the MVP Joint Venture could result in future significant impairment charges.” included in “Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and the Company's discussion of "Critical Accounting Estimates" included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
As of the filing of this Quarterly Report on Form 10-Q, the Company cannot predict the likelihood or magnitude of any future impairment.
For a discussion of capital expenditures, see "Capital Requirements" under "Capital Resources and Liquidity" below.
Capital Resources and Liquidity
The Company's liquidity requirements are to finance its operations, its capital expenditures, potential acquisitions and other strategic transactions and capital contributions to joint ventures, including the MVP Joint Venture, to pay cash dividends and distributions and to satisfy any indebtedness obligations. The Company's ability to meet these liquidity requirements depends on the Company's cash flow from operations, the continued ability of the Company to borrow under its credit facilities and the Company's ability to raise capital in banking and capital markets. We believe that our cash on hand and future cash generated from operations, together with available borrowing capacity under our subsidiaries' credit facilities and our access to banking and capital markets, will provide adequate resources to fund our short-term and long-term capital, operating and financing needs. However, cash flow and capital raising activities may be affected by prevailing economic conditions in the natural gas industry and other financial and business factors (including those market forces discussed in “Our business is subject to climate change-related transitional risks (including evolving climate-focused regulation and climate change-driven trends emphasizing financing non-fossil fuel businesses and prompting pursuit of emissions reductions, lower-carbon technologies and alternative forms of energy) and physical risks that could significantly increase our operating expenses and capital
costs, adversely affect our customers’ development plans, and reduce demand for our products and services." included in "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021), some of which are beyond the Company's control. The Company's available sources of liquidity include cash from operations, cash on hand, borrowings under its subsidiaries' revolving credit facilities, issuances of additional debt and issuances of additional equity securities. As of June 30, 2022, pursuant to the terms of the Amended EQM Credit Facility, EQM would have been able to borrow approximately $0.5 billion under the Amended EQM Credit Facility. The amount the Company is able to borrow under the Amended EQM Credit Facility is bounded by a maximum consolidated leverage ratio. See Note 7 to the consolidated financial statements for further information regarding the Amended EQM Credit Facility.
See “Security Ratings” below for a discussion of EQM’s credit ratings during 2022. Based on EQM's credit rating levels, EQM has delivered credit support to the MVP Joint Venture in the form of letters of credit, which, in the case of the MVP project, is in the amount of approximately $219.7 million and is, in the case of the MVP Southgate project, $14.2 million, in each case as of June 30, 2022 and which are subject to adjustment based on the applicable construction budget. In connection with delivering such letters of credit as replacement performance assurances, EQM's performance guarantees associated with the MVP and MVP Southgate projects were terminated. Additionally, pursuant to the EQT Global GGA, prior to the Company's payment to EQT of the EQT Cash Option, if EQM does not maintain minimum credit ratings from two of three credit rating agencies of at least Ba3 with respect to Moody's Investor Services (Moody's) and BB- with respect to S&P and Fitch, EQM will be obligated to provide additional credit support in an amount equal to approximately $196 million to EQT in support of the payment obligation related to the EQT Cash Option (the Cash Option Letter of Credit). See "A further downgrade of EQM’s credit ratings, including in connection with the MVP project or customer credit ratings changes, which are determined by independent third parties, could impact our liquidity, access to capital, and costs of doing business." included in "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Operating Activities
Net cash flows provided by operating activities were $537.0 million for the six months ended June 30, 2022 compared to $612.1 million for the six months ended June 30, 2021. The decrease was primarily driven by the timing of working capital receipts and payments.
Investing Activities
Net cash flows used in investing activities were $272.2 million for the six months ended June 30, 2022 compared to $212.4 million for the six months ended June 30, 2021. Investing activities increased by approximately $59.7 million for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to an increase in capital contributions to the MVP Joint Venture primarily related to ongoing right-of-way maintenance and work completed in late 2021, as well as an increase in capital expenditure spending on various wellhead gathering and water maintenance projects. See “Capital Requirements” below for a discussion of forecasted 2022 capital expenditures and capital contributions to the MVP Joint Venture.
Financing Activities
Net cash flows used in financing activities were $284.9 million for the six months ended June 30, 2022 compared to $365.1 million for the six months ended June 30, 2021. For the six months ended June 30, 2022, the primary uses of financing cash flows were the purchase of an aggregate principal amount of $1,021.5 million of certain tranches of EQM's outstanding long-term indebtedness pursuant to the 2022 Tender Offers and an open market purchase, repayments on borrowings under the revolving credit facilities, and the payment of dividends to shareholders, while the primary source of financing cash flows were the issuance of the 2022 Senior Notes and borrowings under the revolving credit facilities. For the six months ended June 30, 2021, the primary uses of financing cash flows were the payment for retirement of the EQM Term Loans and termination of the Amended 2019 EQM Term Loan Agreement, the Company's purchase of an aggregate principal amount of $500 million of EQM's 2023 Notes pursuant to the 2021 Tender Offers and the payment of dividends to shareholders, while the primary source of financing cash flows were the issuance of the 2021 Senior Notes and borrowings under the Former Eureka Credit Facility.
Capital Requirements
The gathering, transmission and storage and water services businesses are capital intensive, requiring significant investment to develop new facilities and to maintain and upgrade existing operations.
Capital expenditures in 2022 are expected to be approximately $385 million to $425 million (including approximately $20 million attributable to the noncontrolling interest in Eureka Midstream). The Company expects to make capital contributions to the MVP Joint Venture in 2022 of approximately $175 million to $215 million for purposes of the MVP project primarily related to ongoing work required for right-of-way maintenance and work completed in late 2021 and less than $5 million
related to the MVP Southgate project. Capital contributions payable to the MVP Joint Venture are accrued upon the issuance of a capital call by the MVP Joint Venture. The Company's short-term and long-term capital investments may vary significantly from period to period based on the available investment opportunities, the timing of the construction of the MVP, MVP Southgate and other projects, and maintenance needs. The Company expects to fund short-term and long-term capital expenditures and capital contributions primarily through cash on hand, cash generated from operations, available borrowings under its subsidiaries' credit facilities and its access to banking and capital markets.
See Note 7 for a discussion of the reduction of commitments under the Amended EQM Credit Facility pursuant to the Third Amendment.
Credit Facility Borrowings
See Note 7 to the consolidated financial statements for discussion of the Amended EQM Credit Facility and the 2021 Eureka Credit Facility.
Security Ratings
The table below sets forth the credit ratings for EQM's debt instruments at June 30, 2022.
| | | | | | | | | | | | | | | | | | | |
| | | EQM | | |
| | | Senior Notes | | |
| Rating Service | | | | | Rating | | Outlook | | | | |
Moody's | | | | | Ba3 | | Negative | | | | |
S&P | | | | | BB- | | Negative | | | | |
Fitch | | | | | BB | | Negative | | | | |
On May 3, 2022, S&P affirmed EQM's rating of BB- and revised EQM's outlook from stable to negative. In connection with the issuance of the 2022 Notes each of Moody's, S&P and Fitch affirmed EQM's credit ratings. EQM's credit ratings are subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. The Company cannot ensure that a rating will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a credit rating agency if, in its judgment, circumstances so warrant. If any credit rating agency downgrades or withdraws EQM's ratings, including for reasons relating to the MVP project (such as delays in the targeted full in-service date of the MVP project or increases in such project’s targeted costs), EQM’s leverage or credit ratings of the Company's customers, the Company's access to the capital markets could become more challenging, borrowing costs will likely increase, the Company may be required to provide additional credit assurances (the amount of which may be substantial), including the Cash Option Letter of Credit prior to the Company's payment of the EQT Cash Option, in support of commercial agreements such as joint venture agreements, and the potential pool of investors and funding sources may decrease. In order to be considered investment grade, a company must be rated Baa3 or higher by Moody's, BBB- or higher by S&P, or BBB- or higher by Fitch. All of EQM's credit ratings are considered non-investment grade.
Commitments and Contingencies
In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company and its subsidiaries. While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company accrues legal and other direct costs related to loss contingencies when incurred. The Company establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering available insurance, the Company believes that the ultimate outcome of any matter currently pending against it or any of its consolidated subsidiaries will not materially affect its business, financial condition, results of operations, liquidity or ability to pay dividends to its shareholders.
See "The regulatory approval process for the construction of new midstream assets is very challenging, has significantly increased costs and delayed targeted in-service dates, and decisions by regulatory and judicial authorities in pending or potential proceedings are likely to impact our or the MVP Joint Venture's ability to obtain or maintain in effect all approvals and authorizations necessary to complete certain projects on the targeted time frame or at all or our ability to achieve the expected investment returns on the projects." under "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q for discussion of certain litigation and regulatory proceedings, including related to the MVP and MVP Southgate projects.
See Note 16 to the annual consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for further discussion of the Company's commitments and contingencies.
Dividends
On July 22, 2022, the Board declared cash dividends for the second quarter of 2022 of $0.15 per common share and $0.4873 per Equitrans Midstream Preferred Share to shareholders of record at the close of business on August 3, 2022.
Critical Accounting Estimates
The Company's critical accounting policies are described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to the Company's consolidated financial statements in Part I, "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q. The Company's critical accounting policies are considered critical due to the significant judgments and estimates used in the preparation of the Company's consolidated financial statements and the material impact on the results of operations or financial condition. Actual results could differ from those judgments and estimates.