EQT 10-Q 2022-03-31
Filed 2022-04-28. 7 sections, 144K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 |
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||
| FOR THE TRANSITION PERIOD FROM__________ TO__________ |
COMMISSION FILE NUMBER: 001-03551
EQT CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-0464690 | |||||||
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
| 625 Liberty Avenue, Suite 1700 | ||||||||
| Pittsburgh, Pennsylvania | 15222 | |||||||
| (Address of principal executive offices) | (Zip Code) |
(412) 553-5700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, no par value | EQT | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 22, 2022, 369,535,705 shares of common stock, no par value, of the registrant were outstanding.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS (UNAUDITED)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 2,486,624 | $ | 1,130,951 | |||||||||||||||||||
| Loss on derivatives not designated as hedges | (3,077,637) | (188,813) | |||||||||||||||||||||
| Net marketing services and other | 11,903 | 7,785 | |||||||||||||||||||||
| Total operating revenues | (579,110) | 949,923 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Transportation and processing | 516,104 | 445,784 | |||||||||||||||||||||
| Production | 71,012 | 47,230 | |||||||||||||||||||||
| Exploration | 772 | 949 | |||||||||||||||||||||
| Selling, general and administrative | 69,096 | 45,006 | |||||||||||||||||||||
| Depreciation and depletion | 422,098 | 377,116 | |||||||||||||||||||||
| Gain on sale/exchange of long-lived assets | (1,209) | (1,207) | |||||||||||||||||||||
| Impairment of contract asset | 184,945 | — | |||||||||||||||||||||
| Impairment and expiration of leases | 29,991 | 16,757 | |||||||||||||||||||||
| Other operating expenses | 16,347 | 9,443 | |||||||||||||||||||||
| Total operating expenses | 1,309,156 | 941,078 | |||||||||||||||||||||
| Operating (loss) income | (1,888,266) | 8,845 | |||||||||||||||||||||
| Loss (income) from investments | 20,785 | (11,848) | |||||||||||||||||||||
| Dividend and other income | (3,596) | (3,304) | |||||||||||||||||||||
| Loss on debt extinguishment | 6,923 | 4,424 | |||||||||||||||||||||
| Interest expense | 67,902 | 70,473 | |||||||||||||||||||||
| Loss before income taxes | (1,980,280) | (50,900) | |||||||||||||||||||||
| Income tax benefit | (465,697) | (12,959) | |||||||||||||||||||||
| Net loss | (1,514,583) | (37,941) | |||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | 1,465 | (514) | |||||||||||||||||||||
| Net loss attributable to EQT Corporation | $ | (1,516,048) | $ | (37,427) | |||||||||||||||||||
| Loss per share of common stock attributable to EQT Corporation: | |||||||||||||||||||||||
| Basic and diluted: | |||||||||||||||||||||||
| Weighted average common stock outstanding | 374,142 | 278,852 | |||||||||||||||||||||
| Net loss | $ | (4.05) | $ | (0.13) | |||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE LOSS (UNAUDITED)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Net loss | $ | (1,514,583) | $ | (37,941) | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax expense: $20 and $27 | 63 | 80 | |||||||||||||||||||||
| Comprehensive loss | (1,514,520) | (37,861) | |||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interest | 1,465 | (514) | |||||||||||||||||||||
| Comprehensive loss attributable to EQT Corporation | $ | (1,515,985) | $ | (37,347) |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| March 31, 2022 | December 31, 2021 | ||||||||||
| (Thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 16,913 | $ | 113,963 | |||||||
| Accounts receivable (less provision for doubtful accounts: $321 and $321) | 1,212,596 | 1,438,031 | |||||||||
| Derivative instruments, at fair value | 1,304,109 | 543,337 | |||||||||
| Prepaid expenses and other | 492,312 | 191,435 | |||||||||
| Total current assets | 3,025,930 | 2,286,766 | |||||||||
| Property, plant and equipment | 26,304,423 | 26,016,092 | |||||||||
| Less: Accumulated depreciation and depletion | 8,008,534 | 7,597,172 | |||||||||
| Net property, plant and equipment | 18,295,889 | 18,418,920 | |||||||||
| Contract asset | 29,250 | 410,000 | |||||||||
| Other assets | 463,542 | 491,702 | |||||||||
| Total assets | $ | 21,814,611 | $ | 21,607,388 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of debt | $ | 493,815 | $ | 1,060,970 | |||||||
| Accounts payable | 1,416,274 | 1,339,251 | |||||||||
| Derivative instruments, at fair value | 5,362,080 | 2,413,60 |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included in this report. Unless the context otherwise indicates, all references in this report to "EQT," the "Company," "we," "us," or "our" are to EQT Corporation and its subsidiaries, collectively.
CAUTIONARY STATEMENTS
This Quarterly Report on Form 10-Q contains 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. Statements that do not relate strictly to historical or current facts are forward-looking and are usually identified by the use of words such as "anticipate," "estimate," "could," "would," "will," "may," "forecast," "approximate," "expect," "project," "intend," "plan," "believe" and other words of similar meaning, or the negative thereof, 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 expectations of our plans, strategies, objectives and growth and anticipated financial and operational performance, including guidance regarding our strategy to develop our reserves; drilling plans and programs, including availability of capital to complete these plans and programs; total resource potential and drilling inventory duration; projected production and sales volume and growth rates; natural gas prices; changes in basis and the impact of commodity prices on our business; potential future impairments of our assets; projected well costs and capital expenditures; infrastructure programs; the cost, capacity, and timing of obtaining regulatory approvals; our ability to successfully implement and execute our operational, organizational, technological and environmental, social and governance (ESG) initiatives, and achieve the anticipated results of such initiatives; projected gathering and compression rates; monetization transactions, including asset sales, joint ventures or other transactions involving our assets, and our planned use of the proceeds from such monetization transactions; potential acquisition transactions or other strategic transactions, the timing thereof and our ability to achieve the intended operational, financial and strategic benefits from any such transactions; the amount and timing of any repayments, redemptions or repurchases of our common stock, outstanding debt securities or other debt instruments; our ability to reduce our debt and the timing of such reductions, if any; the projected amount and timing of dividends; projected cash flows and free cash flow and the timing thereof; liquidity and financing requirements, including funding sources and availability; our ability to maintain or improve our credit ratings, leverage levels and financial profile; our hedging strategy and projected margin posting obligations; the effects of litigation, government regulation and tax position; and the expected impact of changes to tax laws.
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. We have based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by us. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond our control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; our ability to appropriately allocate capital and resources among our strategic opportunities; access to and cost of capital; our hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids (NGLs) and oil; cyber security risks; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and water required to execute our exploration and development plans, including as a result of the COVID-19 pandemic; risks associated with operating primarily in the Appalachian Basin and obtaining a substantial amount of our midstream services from Equitrans Midstream Corporation (Equitrans Midstream); the ability to obtain environmental and other permits and the timing thereof; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; and disruptions to our business due to acquisitions and other significant transactions. These and other risks and uncertainties are described under Item 1A., "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2021 and set forth in other documents we file from time to time with the Securities and Exchange Commission.
Any forward-looking statement speaks only as of the date on which such statement is made, and we do not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated Results of Operations
Net loss attributable to EQT Corporation for the three months ended March 31, 2022 was $1,516.0 million, $4.05 per diluted share, compared to net loss attributable to EQT Corporation for the same period in 2021 of $37.4 million, $0.13 per diluted share. The change was attributable primarily to the loss on derivatives not designated as hedges and, to a lesser extent, the impairment of our contract asset (discussed in Note 8 to the Condensed Consolidated Financial Statements), increased transportation and processing expense, increased depreciation and depletion and a loss from investments, partly offset by increased sales of natural gas, NGLs and oil and higher income tax benefit.
Results of operations for 2022 include the results of our operation of assets acquired from Alta Resources Development, LLC (the Alta Acquisition), which closed in July 2021.
See "Sales Volume and Revenues" and "Operating Expenses" for discussions of items affecting operating income and "Other Income Statement Items" for a discussion of other income statement items. See "Investing Activities" under "Capital Resources and Liquidity" for a discussion of capital expenditures.
Average Realized Price Reconciliation
The following table presents detailed natural gas and liquids operational information to assist in the understanding of our consolidated operations, including the calculation of our average realized price ($/Mcfe), which is based on adjusted operating revenues, a non-GAAP supplemental financial measure. Adjusted operating revenues is presented because it is an important measure we use to evaluate period-to-period comparisons of earnings trends. Adjusted operating revenues should not be considered as an alternative to total operating revenues. See "Non-GAAP Financial Measures Reconciliation" for a reconciliation of adjusted operating revenues with total operating revenues, the most directly comparable financial measure calculated in accordance with GAAP.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Thousands, unless otherwise noted) | |||||||||||||||||||||||
| NATURAL GAS | |||||||||||||||||||||||
| Sales volume (MMcf) | 466,136 | 390,298 | |||||||||||||||||||||
| NYMEX price ($/MMBtu) | $ | 4.90 | $ | 2.69 | |||||||||||||||||||
| Btu uplift | 0.23 | 0.15 | |||||||||||||||||||||
| Natural gas price ($/Mcf) | $ | 5.13 | $ | 2.84 | |||||||||||||||||||
| Basis ($/Mcf) (a) | $ | (0.22) | $ | (0.25) | |||||||||||||||||||
| Cash settled basis swaps not designated as hedges ($/Mcf) | (0.21) | (0.09) | |||||||||||||||||||||
| Average differential, including cash settled basis swaps ($/Mcf) | $ | (0.43) | $ | (0.34) | |||||||||||||||||||
| Average adjusted price ($/Mcf) | $ | 4.70 | $ | 2.50 | |||||||||||||||||||
| Cash settled derivatives not designated as hedges ($/Mcf) | (1.73) | (0.01) | |||||||||||||||||||||
| Average natural gas price, including cash settled derivatives ($/Mcf) | $ | 2.97 | $ | 2.49 | |||||||||||||||||||
| Natural gas sales, including cash settled derivatives | $ | 1,383,196 | $ | 972,494 | |||||||||||||||||||
| LIQUIDS | |||||||||||||||||||||||
| NGLs, excluding ethane: | |||||||||||||||||||||||
| Sales volume (MMcfe) (b) | 14,634 | 14,600 | |||||||||||||||||||||
| Sales volume (Mbbl) | 2,439 | 2,433 | |||||||||||||||||||||
| Price ($/Bbl) | $ | 64.05 | $ | 37.28 | |||||||||||||||||||
| Cash settled derivatives not designated as hedges ($/Bbl) | (4.85) | (2.99) | |||||||||||||||||||||
| Average price, including cash settled derivatives ($/Bbl) | $ | 59.20 | $ | 34.29 | |||||||||||||||||||
| NGLs sales | $ | 144,381 | $ | 83,443 | |||||||||||||||||||
| Ethane: | |||||||||||||||||||||||
| Sales volume (MMcfe) (b) | 9,839 | 8,587 | |||||||||||||||||||||
| Sales volume (Mbbl) | 1,640 | 1,431 | |||||||||||||||||||||
| Price ($/Bbl) | $ | 10.54 | $ | 6.66 | |||||||||||||||||||
| Ethane sales | $ | 17,289 | $ | 9,534 | |||||||||||||||||||
| Oil: | |||||||||||||||||||||||
| Sales volume (MMcfe) (b) | 1,666 | 1,705 | |||||||||||||||||||||
| Sales volume (Mbbl) | 278 | 284 | |||||||||||||||||||||
| Price ($/Bbl) | $ | 85.55 | $ | 61.98 | |||||||||||||||||||
| Oil sales | $ | 23,756 | $ | 17,614 | |||||||||||||||||||
| Total liquids sales volume (MMcfe) (b) | 26,139 | 24,892 | |||||||||||||||||||||
| Total liquids sales volume (Mbbl) | 4,357 | 4,148 | |||||||||||||||||||||
| Total liquids sales | $ | 185,426 | $ | 110,591 | |||||||||||||||||||
| TOTAL | |||||||||||||||||||||||
| Total natural gas and liquids sales, including cash settled derivatives (c) | $ | 1,568,622 | $ | 1,083,085 | |||||||||||||||||||
| Total sales volume (MMcfe) | 492,275 | 415,190 | |||||||||||||||||||||
| Average realized price ($/Mcfe) | $ | 3.19 | $ | 2.61 |
(a)Basis represents the difference between the ultimate sales price for natural gas, including the effects of delivered price benefit or deficit associated with our firm transportation agreements, and the New York Mercantile Exchange (NYMEX) natural gas price.
(b)NGLs, ethane and oil were converted to Mcfe at a rate of six Mcfe per barrel.
(c)Total natural gas and liquids sales, including cash settled derivatives, is also referred to in this report as adjusted operating revenues, a non-GAAP supplemental financial measure.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures Reconciliation
The table below reconciles adjusted operating revenues, a non-GAAP supplemental financial measure, with total operating revenues, its most directly comparable financial measure calculated in accordance with GAAP. Adjusted operating revenues (also referred to in this report as total natural gas and liquids sales, including cash settled derivatives) is presented because it is an important measure we use to evaluate period-to-period comparisons of earnings trends. Adjusted operating revenues excludes the revenue impacts of changes in the fair value of derivative instruments prior to settlement and net marketing services and other. We use adjusted operating revenues to evaluate earnings trends because, as a result of the measure's exclusion of the often-volatile changes in the fair value of derivative instruments prior to settlement, the measure reflects only the impact of settled derivative contracts. Net marketing services and other consists of the costs of, and recoveries on, pipeline capacity releases, revenues for gathering services provided to third parties and other revenues. Because we consider net marketing services and other to be unrelated to our natural gas and liquids production activities, adjusted operating revenues excludes net marketing services and other. We believe that adjusted operating revenues provides useful information to investors for evaluating period-to-period comparisons of earnings trends.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Thousands, unless otherwise noted) | |||||||||||||||||||||||
| Total operating revenues | $ | (579,110) | $ | 949,923 | |||||||||||||||||||
| Add (deduct): | |||||||||||||||||||||||
| Loss on derivatives not designated as hedges | 3,077,637 | 188,813 | |||||||||||||||||||||
| Net cash settlements paid on derivatives not designated as hedges | (885,539) | (38,140) | |||||||||||||||||||||
| Premiums paid for derivatives that settled during the period | (32,463) | (9,726) | |||||||||||||||||||||
| Net marketing services and other | (11,903) | (7,785) | |||||||||||||||||||||
| Adjusted operating revenues, a non-GAAP financial measure | $ | 1,568,622 | $ | 1,083,085 | |||||||||||||||||||
| Total sales volume (MMcfe) | 492,275 | 415,190 | |||||||||||||||||||||
| Average realized price ($/Mcfe) | $ | 3.19 | $ | 2.61 |
Sales Volume and Revenues
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||||||||||||||||||||
| (Thousands, unless otherwise noted) | |||||||||||||||||||||||||||||||||||||||||
| Sales volume by shale (MMcfe): | |||||||||||||||||||||||||||||||||||||||||
| Marcellus | 455,427 | 373,941 | 81,486 | 21.8 | |||||||||||||||||||||||||||||||||||||
| Ohio Utica | 34,206 | 39,929 | (5,723) | (14.3) | |||||||||||||||||||||||||||||||||||||
| Other | 2,642 | 1,320 | 1,322 | 100.2 | |||||||||||||||||||||||||||||||||||||
| Total sales volume (a) | 492,275 | 415,190 | 77,085 | 18.6 | |||||||||||||||||||||||||||||||||||||
| Average daily sales volume (MMcfe/d) | 5,470 | 4,613 | 857 | 18.6 | |||||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||||||||
| Sales of natural gas, NGLs and oil | $ | 2,486,624 | $ | 1,130,951 | $ | 1,355,673 | 119.9 | ||||||||||||||||||||||||||||||||||
| Loss on derivatives not designated as hedges | (3,077,637) | (188,813) | (2,888,824) | 1,530.0 | |||||||||||||||||||||||||||||||||||||
| Net marketing services and other | 11,903 | 7,785 | 4,118 | 52.9 | |||||||||||||||||||||||||||||||||||||
| Total operating revenues | $ | (579,110) | $ | 949,923 | $ | (1,529,033) | (161.0) |
(a)NGLs, ethane and oil were converted to Mcfe at a rate of six Mcfe per barrel.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Sales of natural gas, NGLs and oil. Sales of natural gas, NGLs and oil increased for the three months ended March 31, 2022 compared to the same period in 2021 due to a higher average realized price and increased sales volume.
Average realized price for the three months ended March 31, 2022 compared to the same period in 2021 increased due to higher NYMEX prices and higher liquids prices, partly offset by unfavorable cash settled derivatives and unfavorable differential. For the three months ended March 31, 2022 and 2021, we paid $885.5 million and $38.1 million, respectively, of net cash settlements on derivatives not designated as hedges, which are included in average realized price but may not be included in operating revenues.
Sales volume increased primarily as a result of sales volume increases from the assets acquired in the Alta Acquisition.
Loss on derivatives not designated as hedges. For the three months ended March 31, 2022 and 2021, we recognized a loss on derivatives not designated as hedges of $3,077.6 million and $188.8 million, respectively. The losses were related primarily to decreases in the fair market value of our NYMEX swaps and options due to increases in NYMEX forward prices.
Net marketing services and other. Net marketing services and other increased for the three months ended March 31, 2022 compared to the same period in 2021 due primarily to third-party gathering revenues recognized on the midstream assets acquired in the Alta Acquisition.
Operating Expenses
The following table presents information on our production-related operating expenses.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||||||||||||||||||||
| (Thousands, unless otherwise noted) | |||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||
| Gathering | $ | 320,529 | $ | 280,361 | $ | 40,168 | 14.3 | ||||||||||||||||||||||||||||||||||
| Transmission | 147,106 | 124,872 | 22,234 | 17.8 | |||||||||||||||||||||||||||||||||||||
| Processing | 48,469 | 40,551 | 7,918 | 19.5 | |||||||||||||||||||||||||||||||||||||
| Lease operating expenses (LOE) | 39,829 | 27,019 | 12,810 | 47.4 | |||||||||||||||||||||||||||||||||||||
| Production taxes | 31,183 | 20,211 | 10,972 | 54.3 | |||||||||||||||||||||||||||||||||||||
| Exploration | 772 | 949 | (177) | (18.7) | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 69,096 | 45,006 | 24,090 | 53.5 | |||||||||||||||||||||||||||||||||||||
| Production depletion | $ | 416,925 | $ | 373,008 | $ | 43,917 | 11.8 | ||||||||||||||||||||||||||||||||||
| Other depreciation and depletion | 5,173 | 4,108 | 1,065 | 25.9 | |||||||||||||||||||||||||||||||||||||
| Total depreciation and depletion | $ | 422,098 | $ | 377,116 | $ | 44,982 | 11.9 | ||||||||||||||||||||||||||||||||||
| Per Unit ($/Mcfe): | |||||||||||||||||||||||||||||||||||||||||
| Gathering | $ | 0.65 | $ | 0.68 | $ | (0.03) | (4.4) | ||||||||||||||||||||||||||||||||||
| Transmission | 0.30 | 0.30 | — | — | |||||||||||||||||||||||||||||||||||||
| Processing | 0.10 | 0.10 | — | — | |||||||||||||||||||||||||||||||||||||
| LOE | 0.08 | 0.07 | 0.01 | 14.3 | |||||||||||||||||||||||||||||||||||||
| Production taxes | 0.06 | 0.05 | 0.01 | 20.0 | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 0.14 | 0.11 | 0.03 | 27.3 | |||||||||||||||||||||||||||||||||||||
| Production depletion | 0.85 | 0.90 | (0.05) | (5.6) |
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Gathering. Gathering expense increased on an absolute basis for the three months ended March 31, 2022 compared to the same period in 2021 due primarily to increased sales volume from the assets acquired in the Alta Acquisition and higher gathering rates on certain contracts indexed to price. Gathering expense decreased on a per Mcfe basis for the three months ended March 31, 2022 compared to the same period in 2021 due primarily to the lower gathering rate structure on the assets acquired in the Alta Acquisition.
Transmission. Transmission expense increased on an absolute basis for the three months ended March 31, 2022 compared to the same period in 2021 due primarily to additional capacity acquired as part of the Alta Acquisition, lower credits received from and higher rates on the Texas Eastern Transmission Pipeline and additional capacity acquired on the Rockies Express Pipeline in the third quarter of 2021.
Processing. Processing expense increased on an absolute basis for the three months ended March 31, 2022 compared to the same period in 2021 due to increased liquid sales volume as a result of increased development of liquids-rich areas throughout 2021.
LOE. LOE increased on an absolute and per Mcfe basis for the three months ended March 31, 2022 compared to the same period in 2021 due primarily to additional lease operating costs as a result of the Alta Acquisition.
Production taxes. Production taxes increased on an absolute and per Mcfe basis for the three months ended March 31, 2022 compared to the same period in 2021 due to increased West Virginia severance taxes, which resulted primarily from higher prices, and increased Pennsylvania impact fees, which resulted from the additional wells acquired in the Alta Acquisition, higher prices and inflation.
Selling, general and administrative. Selling, general and administrative expense increased on an absolute and per Mcfe basis for the three months ended March 31, 2022 compared to the same period in 2021 due primarily to higher long-term incentive compensation costs as a result of changes in the fair value of awards and higher litigation expense. Long-term incentive compensation may fluctuate with changes in our stock price and performance conditions.
Depreciation and depletion. Production depletion expense increased on an absolute basis for the three months ended March 31, 2022 compared to the same period in 2021 due to increased sales volume, partly offset by a lower annual depletion rate. Production depletion expense decreased on a per Mcfe basis for the three months ended March 31, 2022 compared to the same period in 2021 due to a lower annual depletion rate.
Impairment of contract asset. During the three months ended March 31, 2022, we recognized impairment of our contract asset of $184.9 million. See Note 8 to the Condensed Consolidated Financial Statements.
Impairment and expiration of leases. During the three months ended March 31, 2022 and 2021, we recognized impairment and expiration of leases of $30.0 million and $16.8 million, respectively, related to leases that we no longer expect to extend or develop prior to their expiration based on our development plan.
Other operating expenses. Other operating expenses for the three months ended March 31, 2022 of $16.3 million were attributable primarily to changes in legal reserves, including settlements. Other operating expenses for the three months ended March 31, 2021 of $9.4 million were attributable primarily to transaction costs associated with our acquisition of upstream assets from Chevron U.S.A. Inc. and changes in legal reserves, including settlements.
Other Income Statement Items
Loss (income) from investments. For the three months ended March 31, 2022, we recognized a loss from investments due primarily to a loss on our investment in Equitrans Midstream, which resulted from a decrease in Equitrans Midstream's stock price to $8.44 as of March 31, 2022 from $10.34 as of December 31, 2021, partly offset by a gain on our investment in the Investment Fund (defined in Note 4 to the Condensed Consolidated Financial Statements) and equity earnings on our investment in Laurel Mountain Midstream LLC. For the three months ended March 31, 2021, we recognized gains on our investments in the Investment Fund and Equitrans Midstream.
Loss on debt extinguishment. During the three months ended March 31, 2022, we recognized a loss on debt extinguishment of $6.9 million due to the repayment of our 3.00% senior notes. During the three months ended March 31, 2021, we recognized a loss on debt extinguishment of $4.4 million due to the repayment of our 4.875% senior notes. See Note 6 to the Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Interest expense. Interest expense decreased for the three months ended March 31, 2022 compared to the same period in 2021 due primarily to reduced interest expense on letters of credit and lower borrowings under our credit facility. See Note 6 to the Condensed Consolidated Financial Statements.
Income tax benefit. See Note 5 to the Condensed Consolidated Financial Statements.
Capital Resources and Liquidity
Although we cannot provide any assurance, we believe cash flows from operating activities and availability under our credit facility should be sufficient to meet our cash requirements inclusive of, but not limited to, normal operating needs, debt service obligations, planned capital expenditures and commitments for at least the next twelve months and, based on current expectations, for the long term.
Planned Capital Expenditures and Sales Volume. In 2022, we expect to spend approximately $1.30 to $1.45 billion in total capital expenditures, excluding amounts attributable to noncontrolling interest. We expect to fund our capital expenditures with cash generated from operations and, if required, borrowings under our credit facility. Because we are the operator of a high percentage of our developed acreage, the amount and timing of these capital expenditures are largely discretionary. We could choose to defer a portion of these planned 2022 capital expenditures depending on a variety of factors, including prevailing and anticipated prices for natural gas, NGLs and oil; the availability of necessary equipment, infrastructure and capital; the receipt and timing of required regulatory permits and approvals; and drilling, completion and acquisition costs. Sales volume in 2022 is expected to be 1,950 Bcfe to 2,050 Bcfe.
Operating Activities. Net cash provided by operating activities was $1,021 million for the three months ended March 31, 2022 compared to $400 million for the same period in 2021. The increase was due primarily to higher cash operating revenues and favorable timing of working capital payments, partly offset by net cash settlements paid on derivatives not designated as hedges and higher cash operating expenses.
Our cash flows from operating activities are affected by movements in the market price for commodities. We are unable to predict such movements outside of the current market view as reflected in forward strip pricing. Refer to Item 1A., "Risk Factors – Natural gas, NGLs and oil price volatility, or a prolonged period of low natural gas, NGLs and oil prices, may have an adverse effect on our revenue, profitability, future rate of growth, liquidity and financial position" in our Annual Report on Form 10-K for the year ended December 31, 2021.
Investing Activities. Net cash used in investing activities was $291 million for the three months ended March 31, 2022 compared to $248 million for the same period in 2021. The increase was due to increased capital expenditures.
The following table summarizes our capital expenditures.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Reserve development | $ | 229 | $ | 189 | |||||||||||||||||||
| Land and lease (a) | 49 | 23 | |||||||||||||||||||||
| Capitalized overhead | 12 | 13 | |||||||||||||||||||||
| Capitalized interest | 6 | 4 | |||||||||||||||||||||
| Other production infrastructure | 13 | 5 | |||||||||||||||||||||
| Other | 1 | 4 | |||||||||||||||||||||
| Total capital expenditures | 310 | 238 | |||||||||||||||||||||
| (Deduct) add: Non-cash items (b) | (18) | 13 | |||||||||||||||||||||
| Total cash capital expenditures | $ | 292 | $ | 251 |
(a)Capital expenditures attributable to noncontrolling interest were $1.9 million and $1.3 million for the three months ended March 31, 2022 and 2021, respectively.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
(b)Represents the net impact of non-cash capital expenditures, including the effect of timing of receivables from working interest partners, accrued capital expenditures and capitalized share-based compensation costs. The impact of accrued capital expenditures includes the current period estimate, net of the reversal of the prior period accrual.
Financing Activities. Net cash used in financing activities was $827 million for the three months ended March 31, 2022 compared to $130 million for the same period in 2021. For the three months ended March 31, 2022, the primary use of financing cash flows was repayment and retirement of debt, repurchase and retirement of EQT common stock and payment of dividends, and the primary source of financing cash flows was net proceeds from credit facility borrowings. For the three months ended March 31, 2021, the primary use of financing cash flows was net repayments of debt.
See Note 6 to the Condensed Consolidated Financial Statements for further discussion of our debt and borrowings under our credit facility.
On April 20, 2022, our Board of Directors declared a quarterly cash dividend of $0.125 per share of EQT common stock, payable on June 1, 2022, to shareholders of record at the close of business on May 11, 2022.
During April 2022, we sold the remaining balance of our Equitrans Midstream common stock for net proceeds of approximately $189 million.
Depending on our actual and anticipated sources and uses of liquidity, prevailing market conditions and other factors, we may from time to time seek to redeem or repurchase our outstanding debt or equity securities through cash purchases in the open market or privately negotiated transactions. The amounts involved in any such transactions may be material.
Security Ratings and Financing Triggers
The table below reflects the credit ratings and rating outlooks assigned to our debt instruments as of April 22, 2022. Our credit ratings and rating outlooks are subject to revision or withdrawal at any time by the assigning rating agency, and each rating should be evaluated independent from any other rating. We 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 by a rating agency if, in the rating agency's judgment, circumstances so warrant. See Note 3 to the Condensed Consolidated Financial Statements for a description of what is deemed investment grade.
| Rating agency | Senior notes | Outlook | ||||||||||||
| Moody's Investors Service (Moody's) | Ba1 | Stable | ||||||||||||
| Standard & Poor's Ratings Service (S&P) | BBB– | Stable | ||||||||||||
| Fitch Ratings Service (Fitch) | BBB– | Stable |
Changes in credit ratings may affect our access to the capital markets, the cost of short-term debt through interest rates and fees under our credit facility, the interest rate on our senior notes with adjustable rates, the rates available on new long-term debt, our pool of investors and funding sources, the borrowing costs and margin deposit requirements on our over the counter (OTC) derivative instruments and credit assurance requirements, including collateral, in support of our midstream service contracts, joint venture arrangements or construction contracts. Margin deposits on our OTC derivative instruments are also subject to factors other than credit rating, such as natural gas prices and credit thresholds set forth in the agreements between us and our hedging counterparties.
As of April 22, 2022, we had sufficient unused borrowing capacity, net of letters of credit, under our credit facility to satisfy any requests for margin deposit or other collateral that our counterparties are permitted to request of us pursuant to our OTC derivative instruments, midstream services contracts and other contracts. As of April 22, 2022, such assurances could be up to approximately $1.0 billion, inclusive of letters of credit, OTC derivative instrument margin deposits and other collateral posted of approximately $0.8 billion in the aggregate. See Notes 3 and 6 to the Condensed Consolidated Financial Statements for further information.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our debt agreements and other financial obligations contain various provisions that, if not complied with, could result in default or event of default under our credit facility, mandatory partial or full repayment of amounts outstanding, reduced loan capacity or other similar actions. The most significant covenants and events of default under the debt agreements relate to maintenance of a debt-to-total capitalization ratio, limitations on transactions with affiliates, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of other financial obligations and change of control provisions. Our credit facility contains financial covenants that require us to have a total debt to total capitalization ratio no greater than 65%. The calculation of this ratio excludes the effects of accumulated other comprehensive loss. As of March 31, 2022, we were in compliance with all debt provisions and covenants under our debt agreements.
See Note 6 to the Condensed Consolidated Financial Statements for a discussion of borrowings under our credit facility.
Commodity Risk Management
The substantial majority of our commodity risk management program is related to hedging sales of our produced natural gas. The overall objective of our hedging program is to protect cash flows from undue exposure to the risk of changing commodity prices. The derivative commodity instruments that we use are primarily swap, collar and option agreements. The following table summarizes the approximate volume and prices of our NYMEX hedge positions as of April 22, 2022. The difference between the fixed price and NYMEX price is included in average differential presented in our price reconciliation in "Average Realized Price Reconciliation." The fixed price natural gas sales agreements can be physically or financially settled.
| Q2 2022 (a) | Q3 2022 | Q4 2022 | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| Hedged Volume (MMDth) | 329 | 286 | 287 | 185 | 233 | 236 | 204 | 17 | |||||||||||||||||||||||||||||||||||||||
| Hedged Volume (MMDth/d) | 3.6 | 3.1 | 3.1 | 2.1 | 2.6 | 2.6 | 2.2 | — | |||||||||||||||||||||||||||||||||||||||
| Swaps, including Futures | |||||||||||||||||||||||||||||||||||||||||||||||
| Volume (MMDth) | 296 | 253 | 232 | — | 41 | 42 | 42 | 2 | |||||||||||||||||||||||||||||||||||||||
| Avg. Price ($/Dth) | $ | 2.63 | $ | 2.34 | $ | 2.40 | $ | — | $ | 2.53 | $ | 2.53 | $ | 2.53 | $ | 2.67 | |||||||||||||||||||||||||||||||
| Calls – Net Short | |||||||||||||||||||||||||||||||||||||||||||||||
| Volume (MMDth) | 101 | 102 | 102 | 162 | 192 | 194 | 127 | 15 | |||||||||||||||||||||||||||||||||||||||
| Avg. Short Strike ($/Dth) | $ | 3.00 | $ | 3.05 | $ | 3.02 | $ | 8.07 | $ | 4.16 | $ | 4.16 | $ | 4.18 | $ | 3.11 | |||||||||||||||||||||||||||||||
| Puts – Net Long | |||||||||||||||||||||||||||||||||||||||||||||||
| Volume (MMDth) | 32 | 32 | 54 | 184 | 191 | 193 | 162 | 15 | |||||||||||||||||||||||||||||||||||||||
| Avg. Long Strike ($/Dth) | $ | 2.78 | $ | 2.68 | $ | 2.68 | $ | 3.77 | $ | 2.73 | $ | 2.73 | $ | 2.85 | $ | 2.45 | |||||||||||||||||||||||||||||||
| Fixed Price Sales | |||||||||||||||||||||||||||||||||||||||||||||||
| Volume (MMDth) | 0.9 | 0.9 | 0.9 | 0.9 | 0.9 | 0.9 | 0.3 | — | |||||||||||||||||||||||||||||||||||||||
| Avg. Price ($/Dth) | $ | 2.38 | $ | 2.38 | $ | 2.38 | $ | 2.38 | $ | 2.38 | $ | 2.38 | $ | 2.38 | $ | — |
(a)April 1 through June 30.
For 2022 (April 1 through December 31), 2023 and 2024, we have natural gas sales agreements for approximately 14 MMDth, 88 MMDth and 11 MMDth, respectively, that include average NYMEX ceiling prices of $3.17, $2.84 and $3.21, respectively.
We entered into 455 MMDth per day of NYMEX swaps at a weighted average price of $6.05 that offset existing NYMEX swaps related to the first quarter of 2023 with a weighted average price of $2.53. These positions have been excluded from the table above.
We have also entered into derivative instruments to hedge basis. We may use other contractual agreements to implement our commodity hedging strategy from time to time.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
See Item 3., "Quantitative and Qualitative Disclosures About Market Risk" and Note 3 to the Condensed Consolidated Financial Statements for further discussion of our hedging program.
Commitments and Contingencies
In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against us. While the amounts claimed may be substantial, we are unable to predict with certainty the ultimate outcome of such claims and proceedings. We accrue legal and other direct costs related to loss contingencies when actually incurred. We have established reserves that we believe to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, we believe that the ultimate outcome of any pending matter involving us will not materially affect our financial condition, results of operations or liquidity. See Note 16 to the Consolidated Financial Statements and Part I, Item 3., "Legal Proceedings" in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of our commitments and contingencies.
Recently Issued Accounting Standards
Our recently issued accounting standards are described in Note 1 to the Condensed Consolidated Financial Statements.
Critical Accounting Policies and Estimates
Our critical accounting policies, including a discussion regarding the estimation uncertainty and the impact that our critical accounting estimates have had, or are reasonably likely to have, on our financial condition or results of operations, are described in Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2021. The application of our critical accounting policies may require us to make judgments and estimates about the amounts reflected in the Condensed Consolidated Financial Statements. We use historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk and Derivative Instruments. Our primary market risk exposure is the volatility of future prices for natural gas and NGLs. Due to the volatility of commodity prices, we are unable to predict future potential movements in the market prices for natural gas and NGLs at our ultimate sales points and, thus, cannot predict the ultimate impact of prices on our operations. Prolonged low, or significant, extended declines in, natural gas and NGLs prices could adversely affect, among other things, our development plans, which would decrease the pace of development and the level of our proved reserves. Increases in natural gas and NGLs prices may be accompanied by, or result in, increased well drilling costs, increased production taxes, increased lease operating expenses, increased volatility in seasonal gas price spreads for our storage assets and increased end-user conservation or conversion to alternative fuels. In addition, to the extent we have hedged our production at prices below the current market price, we will not benefit fully from an increase in the price of natural gas, and, depending on our then-current credit ratings and the terms of our hedging contracts, we may be required to post additional margin with our hedging counterparties.
The overall objective of our hedging program is to protect cash flows from undue exposure to the risk of changing commodity prices. Our use of derivatives is further described in Note 3 to the Condensed Consolidated Financial Statements and "Commodity Risk Management" under "Capital Resources and Liquidity" in Item 2., "Management's Discussion and Analysis of Financial Condition and Results of Operations." Our OTC derivative commodity instruments are placed primarily with financial institutions and the creditworthiness of those institutions is regularly monitored. We primarily enter into derivative instruments to hedge forecasted sales of production. We also enter into derivative instruments to hedge basis. Our use of derivative instruments is implemented under a set of policies approved by our management-level Hedge and Financial Risk Committee and is reviewed by our Board of Directors.
For derivative commodity instruments used to hedge our forecasted sales of production, which are at, for the most part, NYMEX natural gas prices, we set policy limits relative to the expected production and sales levels that are exposed to price risk. We have an insignificant amount of financial natural gas derivative commodity instruments for trading purposes.
The derivative commodity instruments we use are primarily swap, collar and option agreements. These agreements may require payments to, or receipt of payments from, counterparties based on the differential between two prices for the commodity. We use these agreements to hedge our NYMEX and basis exposure. We may also use other contractual agreements when executing our commodity hedging strategy.
We monitor price and production levels on a continuous basis and make adjustments to quantities hedged as warranted.
A hypothetical decrease of 10% in the NYMEX natural gas price on March 31, 2022 and December 31, 2021 would increase the fair value of our natural gas derivative commodity instruments by approximately $763 million and $577 million, respectively. A hypothetical increase of 10% in the NYMEX natural gas price on March 31, 2022 and December 31, 2021 would decrease the fair value of our natural gas derivative commodity instruments by approximately $769 million and $581 million, respectively. For purposes of this analysis, we applied the 10% change in the NYMEX natural gas price on March 31, 2022 and December 31, 2021 to our natural gas derivative commodity instruments as of March 31, 2022 and December 31, 2021 to calculate the hypothetical change in fair value. The change in fair value was determined using a method similar to our normal process for determining derivative commodity instrument fair value described in Note 4 to the Condensed Consolidated Financial Statements.
The above analysis of our derivative commodity instruments does not include the offsetting impact that the same hypothetical price movement may have on our physical sales of natural gas. The portfolio of derivative commodity instruments held to hedge our forecasted produced gas approximates a portion of our expected physical sales of natural gas; therefore, an adverse impact to the fair value of the portfolio of derivative commodity instruments held to hedge our forecasted production associated with the hypothetical changes in commodity prices referenced above should be offset by a favorable impact on our physical sales of natural gas, assuming that the derivative commodity instruments are not closed in advance of their expected term and the derivative commodity instruments continue to function effectively as hedges of the underlying risk.
If the underlying physical transactions or positions are liquidated prior to the maturity of the derivative commodity instruments, a loss on the financial instruments may occur or the derivative commodity instruments might be worthless as determined by the prevailing market value on their termination or maturity date, whichever comes first.
Interest Rate Risk. Changes in market interest rates affect the amount of interest we earn on cash, cash equivalents and short-term investments and the interest rate we pay on borrowings under our credit facility. None of the interest we pay on our senior notes fluctuates based on changes to market interest rates. A 1% increase in interest rates on the borrowings under our credit facility during the three months ended March 31, 2022 would have increased interest expense by approximately $3 million.
Interest rates on our 6.125% senior notes due 2025 and 7.00% senior notes due 2030 fluctuate based on changes to the credit ratings assigned to our senior notes by Moody's, S&P and Fitch. Interest rates on our other outstanding senior notes do not fluctuate based on changes to the credit ratings assigned to our senior notes by Moody's, S&P and Fitch. For a discussion of credit rating downgrade risk, see Item 1A., "Risk Factors – Our exploration and production operations have substantial capital requirements, and we may not be able to obtain needed capital or financing on satisfactory terms" in our Annual Report on Form 10-K for the year ended December 31, 2021. Changes in interest rates affect the fair value of our fixed rate debt. See Note 6 to the Condensed Consolidated Financial Statements for further discussion of our debt and Note 4 to the Condensed Consolidated Financial Statements for a discussion of fair value measurements, including the fair value measurement of our debt.
Other Market Risks. We are exposed to credit loss in the event of nonperformance by counterparties to our derivative contracts. This credit exposure is limited to derivative contracts with a positive fair value, which may change as market prices change. Our OTC derivative instruments are primarily with financial institutions and, thus, are subject to events that would impact those companies individually as well as the financial industry as a whole. We use various processes and analyses to monitor and evaluate our credit risk exposures, including monitoring current market conditions and counterparty credit fundamentals. Credit exposure is controlled through credit approvals and limits based on counterparty credit fundamentals. To manage the level of credit risk, we enter into transactions primarily with financial counterparties that are of investment grade, enter into netting agreements whenever possible and may obtain collateral or other security.
Approximately 16%, or $997 million, of our OTC derivative contracts outstanding at March 31, 2022 had a positive fair value. Approximately 17%, or $477 million, of our OTC derivative contracts outstanding at December 31, 2021 had a positive fair value.
As of March 31, 2022, we were not in default under any derivative contracts and had no knowledge of default by any counterparty to our derivative contracts. During the three months ended March 31, 2022, we made no adjustments to the fair value of our derivative contracts due to credit related concerns outside of the normal non-performance risk adjustment included in our established fair value procedure. We monitor market conditions that may impact the fair value of our derivative contracts.
We are exposed to the risk of nonperformance by credit customers on physical sales of natural gas, NGLs and oil. Revenues and related accounts receivable from our operations are generated primarily from the sale of produced natural gas, NGLs and oil to marketers, utilities and industrial customers located in the Appalachian Basin and in markets that are accessible through our transportation portfolio, which includes markets in the Gulf Coast, Midwest and Northeast United States and Canada. We also contract with certain processors to market a portion of NGLs on our behalf.
No one lender of the large group of financial institutions in the syndicate for our credit facility holds more than 10% of the financial commitments under such facility. The large syndicate group and relatively low percentage of participation by each lender are expected to limit our exposure to disruption or consolidation in the banking industry.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the first quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against us. While the amounts claimed may be substantial, we are unable to predict with certainty the ultimate outcome of such claims and proceedings. We accrue legal and other direct costs related to loss contingencies when actually incurred. We have established reserves in amounts that we believe to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, we believe that the ultimate outcome of any pending matter involving us will not materially affect our financial position, results of operations or liquidity.
There have been no material updates to the matters previously disclosed in Item 3, "Legal Proceedings" of our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in Item 1A., "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Conversion of Certain Convertible Notes
In March 2022, we received notices from holders of the Convertible Notes (defined and described in Note 6 to the Condensed Consolidated Financial Statements) requesting the conversion of the aggregate principal of Convertible Notes stated in the table below (the Converted Notes). We settled the conversion of the Converted Notes by issuing to the converting holders of the Converted Notes shares of EQT common stock. Such shares were issued in transactions exempt from registration under the Securities Act of 1933, as amended, by virtue of Section 3(a)(9) thereof, because no commission or other remuneration was paid in connection with conversion of the Converted Notes.
| Settlement Date | Principal Converted | Shares Issued | Fair Market Value | |||||||||||||||||
| (Thousands) | (Thousands) | |||||||||||||||||||
| March 31, 2022 | $ | 8 | 536 | $ | 18 | |||||||||||||||
| April 4, 2022 | 26 | 1,742 | 63 |
Repurchases of Equity Securities
The following table sets forth our repurchases of equity securities registered under Section 12 of the Exchange Act that have occurred during the three months ended March 31, 2022.
| Total number of shares purchased (a) | Average price paid per share (b) | Total number of shares purchased as part of publicly announced plans or programs (c) | Approximate dollar value of shares that may yet be purchased under the plans or programs (c) | ||||||||||||||||||||
| January 1, 2022 – January 31, 2022 | 1,119,691 | $ | 20.88 | 1,118,569 | $ | 947,284,444 | |||||||||||||||||
| February 1, 2022 – February 28, 2022 | 3,772,657 | 22.41 | 3,772,657 | 862,731,746 | |||||||||||||||||||
| March 1, 2022 – March 31, 2022 | 3,641,659 | 25.25 | 3,641,659 | 770,784,573 | |||||||||||||||||||
| Total | 8,534,007 | 8,532,885 |
(a)In January 2022, we withheld 1,122 shares at an average price paid per share of $21.81 to pay taxes upon vesting of restricted stock. There were no shares withheld to pay taxes upon vesting of restricted stock in February and March 2022.
(b)Excludes any fees, commissions or other expenses associated with the share repurchases.
(c)On December 13, 2021, we announced that our Board of Directors approved a share repurchase program to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $1 billion, excluding fees, commissions and expenses. Pursuant to the share repurchase authority, we may repurchase shares from time to time in the open market or in privately negotiated transactions. The share repurchase authority does not obligate us to acquire any specific number of shares, was effective immediately and is valid through December 31, 2023. As of March 31, 2022, we had purchased shares for an aggregate purchase price of $229.2 million, excluding fees, commissions and expenses, under this authorization since its inception. The total number of shares purchased and the approximate dollar value of shares that may yet be purchased under our repurchase authority reported in this table reflect shares purchased in each month based on the trade date; however, certain purchases may not have settled until the following month.
Item 6. Exhibits
| Exhibit No. | Description | Method of Filing | ||||||||||||
| 3.01(a) | Restated Articles of Incorporation of EQT Corporation (as amended through November 13, 2017). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on November 14, 2017. | ||||||||||||
| 3.01(b) | Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective May 1, 2020). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on May 4, 2020. | ||||||||||||
| 3.01(c) | Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective July 23, 2020). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on July 23, 2020. | ||||||||||||
| 3.02 | Amended and Restated Bylaws of EQT Corporation (as amended through May 1, 2020). | Incorporated herein by reference to Exhibit 3.4 to Form 8-K (#001-3551) filed on May 4, 2020. | ||||||||||||
| 10.01* | Letter Agreement (Ealy North – February 2022), dated February 4, 2022, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended and restated. | Filed herewith as Exhibit 10.01. | ||||||||||||
| 31.01 | Rule 13(a)-14(a) Certification of Principal Executive Officer. | Filed herewith as Exhibit 31.01. | ||||||||||||
| 31.02 | Rule 13(a)-14(a) Certification of Principal Financial Officer. | Filed herewith as Exhibit 31.02. | ||||||||||||
| 32 | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer. | Furnished herewith as Exhibit 32. | ||||||||||||
| 101 | Interactive Data File. | Filed herewith as Exhibit 101. | ||||||||||||
| 104 | Cover Page Interactive Data File. | Formatted as Inline XBRL and contained in Exhibit 101. |
*Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10)(iv), as applicable, of Regulation S-K. EQT Corporation agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the SEC upon request. Redactions and omissions are designated with brackets containing asterisks.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EQT CORPORATION | ||||||||
| (Registrant) | ||||||||
| By: | /s/ David M. Khani | |||||||
| David M. Khani | ||||||||
| Chief Financial Officer |
Date: April 28, 2022