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EQT Continues to Generate Significant Free Cash Flow and Deliver
Superior Value to All Shareholders
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EQT Shareholders Should Not Take Any Action at this Time
EQT Corporation (NYSE: EQT) today issued the following statement
regarding the definitive proxy statement filed by Toby Z. Rice and Derek
A. Rice (the “Rices” or “Rice Family”) and their associates in
connection with EQT’s 2019 Annual Meeting of Shareholders ("2019 Annual
Meeting"):
As shareholders of EQT, you may soon receive a proxy statement with
voting materials from the Rices regarding EQT’s upcoming 2019 Annual
Meeting. The EQT Board of Directors strongly urges you not to sign or
return any white proxy card sent to you by the Rices.
The EQT Board of Directors intends to file the Company’s definitive
proxy statement shortly with the U.S. Securities and Exchange
Commission. EQT’s proxy statement, along with its GOLD universal proxy
card, will be mailed to all shareholders eligible to vote at the 2019
Annual Meeting at that time. Until then, we ask
that you ignore any solicitation materials and discard any white proxy
cards you may receive from the Rice Family. Upon receipt of EQT’s
GOLD universal proxy card, we urge you to protect the value of your
investment and vote “FOR” EQT’s highly qualified director nominees.
Preliminary copies of the Company’s proxy materials have been filed with
the U.S. Securities and Exchange Commission and are publicly available.
Our Board and leadership team are executing comprehensive cultural
changes and a business plan that are already producing significant
financial results for shareholders. With ongoing improvement in
operations and reductions in costs, EQT is confident that it can
generate substantial and sustainable free cash flow growth. These
operational improvements have already translated into the following
financial results: EQT generated more than $300 million of adjusted free
cash flow in the last two quarters and delivered 113% and 24%
year-over-year improvements in diluted earnings per share (EPS) and
adjusted EPS respectively in the first quarter, while reducing debt by
approximately $500 million. The Company is on track to achieve
approximately $300 to $400 million of adjusted free cash flow in 2019,
and to generate at least $2.9 billion through 2023.
It is important for shareholders to know that the Board has reviewed and
considered the Rice Family’s nominees and determined that the election
of their slate would not be in the best interests of EQT’s shareholders.
In addition to many of the Rice nominees being former associates and
friends of Toby Rice and Derek Rice, we believe they would immediately
jeopardize shareholder value by destabilizing EQT’s continuing success
in driving operational efficiencies and reducing costs. The EQT Board
believes that electing any of the Rice nominees instead of the Company’s
highly qualified director candidates would derail the progress the
Company has made to become a free cash flow machine.
In fact, we believe the Rice Family’s campaign is singularly designed to
install Toby as CEO and his friends and family on the EQT Board and
management team, and pursue risky and potentially value-destructive
ideas in lieu of the Company’s proven strategy. We do not believe the
Board should be a friends-and-family club, and it is not in the best
interests of all shareholders for EQT to become a family business.
EQT and its Board of Directors remain focused on successfully executing
the Company’s operating plan, which has already yielded significant
results, and will continue to act in the best interests of the Company
and its shareholders.
Shareholders with questions about how to vote their shares may call
Innisfree M&A Incorporated, the company’s proxy solicitor, toll-free at
(877) 687-1866 (from the U.S. and Canada) or (412) 232-3651 (from other
locations).
About EQT Corporation:
EQT Corporation is a natural gas production company with emphasis in the
Appalachian Basin and operations throughout Pennsylvania, West Virginia
and Ohio. With 130 years of experience and a long-standing history of
good corporate citizenship, EQT is the largest producer of natural gas
in the United States. As a leader in the use of advanced horizontal
drilling technology, EQT is committed to minimizing the impact of
drilling-related activities and reducing its overall environmental
footprint. Through safe and responsible operations, EQT is helping to
meet our nation’s demand for clean-burning energy, while continuing to
provide a rewarding workplace and support for activities that enrich the
communities where its employees live and work. Visit EQT Corporation at www.EQT.com;
and to learn more about EQT’s sustainability efforts, please visit https://csr.eqt.com.
EQT Management speaks to investors from time to time and the analyst
presentation for these discussions, which is updated periodically, is
available via the Company’s investor relationship website at ir.eqt.com.
Cautionary Statements
This news release contains certain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended.
Statements that do not relate strictly to historical or current facts
are forward-looking. Without limiting the generality of the foregoing,
forward-looking statements contained in this news release specifically
include the expectations of plans, strategies, objectives and growth and
anticipated financial and operational performance of the Company and its
subsidiaries, including guidance regarding projected adjusted free cash
flow. These forward-looking statements 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 current
expectations and assumptions about future events, taking into account
all information currently available to the Company. While the Company
considers 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 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,” of the
Company’s Form 10-K for the year ended December 31, 2018, as filed with
the SEC and as updated by subsequent Form 10-Qs filed by the Company,
and those set forth in the other documents the Company files from time
to time with the SEC.
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, whether as a result of new information,
future events or otherwise, except as required by law.
NON-GAAP DISCLOSURES
Adjusted Net Income from Continuing Operations and Adjusted Earnings
per Diluted Share (Adjusted EPS) from Continuing Operations
Adjusted net income from continuing operations and adjusted EPS from
continuing operations are non-GAAP supplemental financial measures that
are presented because they are important measures used by the Company's
management to evaluate period-to-period comparisons of earnings trends.
Adjusted net income from continuing operations and adjusted EPS from
continuing operations should not be considered as alternatives to income
(loss) from continuing operations or diluted EPS from continuing
operations presented in accordance with GAAP. Adjusted net income from
continuing operations as presented excludes the revenue impact of
changes in the fair value of derivative instruments prior to settlement,
impairment/loss on the sale of long-lived assets, lease impairments and
expirations, proxy and transaction costs and certain other items that
impact comparability between periods. Management utilizes adjusted net
income from continuing operations to evaluate earnings trends because
the measure reflects only the impact of settled derivative contracts;
thus, the income from natural gas sales is not impacted by the
often-volatile fluctuations in the fair value of derivatives prior to
settlement. The measure also excludes other items that affect the
comparability of results or that are not indicative of trends in the
ongoing business. Management believes that adjusted net income from
continuing operations as presented provides useful information for
investors for evaluating period-over-period earnings.
The table below reconciles adjusted net income from continuing
operations and adjusted EPS from continuing operations with income
(loss) from continuing operations and diluted EPS from continuing
operations, the most comparable financial measures calculated in
accordance with GAAP, each as derived from the Statements of Condensed
Consolidated Operations included in the Company's report on Form 10-Q
for the quarter ended March 31, 2019.
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|
|
|
|
Three Months Ended
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|
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March 31,
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|
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2019
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|
2018
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|
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(Thousands, except per share information)
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Income (loss) from continuing operations
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|
$
|
190,691
|
|
|
$
|
(1,578,533
|
)
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Add back / (deduct):
|
|
|
|
|
Impairment/loss on sale of long-lived assets
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|
—
|
|
|
2,329,045
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Lease impairments and expirations
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|
29,534
|
|
|
3,879
|
|
Proxy and transaction costs
|
|
4,089
|
|
|
10,078
|
|
Loss (gain) on derivatives not designated as hedges
|
|
131,996
|
|
|
(62,592
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)
|
Net cash settlements paid on derivatives not designated as hedges
|
|
(63,634
|
)
|
|
(38,629
|
)
|
Premiums received for derivatives that settled during the period
|
|
2,437
|
|
|
234
|
|
Increase in litigation reserves
|
|
8,000
|
|
|
—
|
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Unrealized gain on investment in Equitrans Midstream Corporation
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|
(89,055
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)
|
|
—
|
|
Tax impact of non-GAAP items (a)
|
|
(2,185
|
)
|
|
(484,930
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)
|
Adjusted net income from continuing operations
|
|
$
|
211,873
|
|
|
$
|
178,552
|
|
Diluted weighted average common shares outstanding
|
|
255,387
|
|
|
265,169
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|
Diluted EPS from continuing operations
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|
$
|
0.75
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|
|
$
|
(5.96
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)
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Adjusted EPS from continuing operations
|
|
$
|
0.83
|
|
|
$
|
0.67
|
|
(a)
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|
The tax impact of non-GAAP items represents the incremental tax
expense that would have been incurred had these items been excluded
from income (loss) from continuing operations, which resulted in
blended tax rates of 9.4% and 21.6% for the three months ended March
31, 2019 and 2018, respectively. These rates differ from the
Company's statutory tax rate primarily due to the impact of items
specific to each respective quarter.
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|
|
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Adjusted Free Cash Flow
Adjusted free cash flow is defined as the Company’s net cash provided by
operating activities less changes in other assets and liabilities, less
EBITDA attributable to discontinued operations (a non-GAAP supplemental
financial measure defined below), plus interest expense attributable to
discontinued operations and cash distributions from discontinued
operations, less accrual-based capital expenditures attributable to
continuing operations. Adjusted free cash flow is a non-GAAP
supplemental financial measure that the Company's management and
external users of its consolidated financial statements, such as
industry analysts, lenders and ratings agencies use to assess the
Company’s liquidity. The Company believes that adjusted free cash flow
provides useful information to management and investors in assessing the
impact of the Company’s ability to generate cash flow in excess of
capital requirements and return cash to shareholders. Adjusted free cash
flow should not be considered as an alternative to net cash provided by
operating activities or any other measure of liquidity presented in
accordance with GAAP.
The table below reconciles adjusted free cash flow with net cash
provided by operating activities, the most comparable financial measure
calculated in accordance with GAAP, as derived from the Statements of
Condensed Consolidated Cash Flows included in the Company's report on
Form 10-Q for the quarter ended March 31, 2019 and to the Company’s
report on Form 10-K for the year ended December 31, 2018.
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|
|
|
|
|
|
|
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Three Months Ended
|
|
Three Months Ended
|
|
|
|
|
March 31, 2019
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|
December 31, 2018
|
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Total
|
|
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(Thousands)
|
Net cash provided by operating activities
|
|
$
|
871,287
|
|
|
$
|
530,866
|
|
|
$
|
1,402,153
|
|
(Deduct) / add back changes in other assets and liabilities
|
|
(223,934
|
)
|
|
261,216
|
|
|
37,282
|
|
Operating cash flow
|
|
$
|
647,353
|
|
|
$
|
792,082
|
|
|
$
|
1,439,435
|
|
(Deduct) / add back:
|
|
|
|
|
|
|
EBITDA attributable to discontinued operations (a)
|
|
—
|
|
|
(118,934
|
)
|
|
(118,934
|
)
|
Interest expense attributable to discontinued operations
|
|
—
|
|
|
19,452
|
|
|
19,452
|
|
Adjusted operating cash flow
|
|
$
|
647,353
|
|
|
$
|
692,600
|
|
|
$
|
1,339,953
|
|
(Deduct):
|
|
|
|
|
|
|
Capital expenditures attributable to continuing operations
|
|
(476,022
|
)
|
|
(558,351
|
)
|
|
(1,034,373
|
)
|
Adjusted free cash flow
|
|
$
|
171,331
|
|
|
$
|
134,249
|
|
|
$
|
305,580
|
|
(a)
|
|
As a result of the separation of the Company's midstream business
from its upstream business and subsequent spin-off of Equitrans
Midstream Corporation in November 2018, the results of operations of
Equitrans Midstream Corporation are presented as discontinued
operations in the Company's Statements of Condensed Consolidated
Operations. EBITDA attributable to discontinued operations is a
non-GAAP supplemental financial measure reconciled in the section
below.
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|
|
|
The Company has not provided projected net cash provided by operating
activities or a reconciliation of projected adjusted free cash flow to
projected net cash provided by operating activities, the most comparable
financial measure calculated in accordance with GAAP. The Company is
unable to project net cash provided by operating activities for any
future period because this metric includes the impact of changes in
operating assets and liabilities related to the timing of cash receipts
and disbursements that may not relate to the period in which the
operating activities occurred. The Company is unable to project these
timing differences with any reasonable degree of accuracy without
unreasonable efforts such as predicting the timing of its and customers’
payments, with accuracy to a specific day, months in advance.
Furthermore, the Company does not provide guidance with respect to its
average realized price, among other items, that impact reconciling items
between net cash provided by operating activities and adjusted operating
cash flow and adjusted free cash flow, as applicable. Natural gas prices
are volatile and out of the Company’s control, and the timing of
transactions and the income tax effects of future transactions and other
items are difficult to accurately predict. Therefore, the Company is
unable to provide projected net cash provided by operating activities,
or the related reconciliation of projected adjusted free cash flow to
projected net cash provided by operating activities, without
unreasonable effort.
EBITDA Attributable to Discontinued Operations
EBITDA attributable to discontinued operations is a non-GAAP
supplemental financial measure defined as income from discontinued
operations, net of tax plus interest expense, income tax expense,
depreciation and amortization of intangible assets attributable to
discontinued operations for the three months ended December 31, 2018.
The table below reconciles EBITDA attributable to discontinued
operations with income from discontinued operations, net of tax, the
most comparable financial measure calculated in accordance with GAAP, as
reported in the Statements of Condensed Consolidated Operations included
in the Company’s report on Form 10-K for the year ended December 31,
2018.
|
|
|
|
|
Three Months Ended
|
|
|
December 31, 2018
|
|
|
(Thousands)
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
(163,911)
|
Add back / (deduct):
|
|
|
Interest expense
|
|
19,452
|
Income tax expense
|
|
(31,575)
|
Depreciation
|
|
22,243
|
Amortization of intangible assets
|
|
4,847
|
Impairment of goodwill
|
|
267,878
|
EBITDA attributable to discontinued operations
|
|
$
|
118,934
|
|
|
|
|
Important Information
EQT Corporation (the Company) filed a preliminary proxy statement and
associated GOLD universal proxy card with the Securities and Exchange
Commission (the SEC) on May 8, 2019 in connection with the solicitation
of proxies for the Company’s 2019 Annual Meeting of Shareholders (the
2019 Annual Meeting). Details concerning the nominees for election to
the Company’s Board of Directors at the 2019 Annual Meeting are included
in the preliminary proxy statement. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S
DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and shareholders can obtain a copy of the relevant documents
filed by the Company with the SEC, including the definitive proxy
statement, when it becomes available, free of charge by visiting the
SEC’s website, www.sec.gov.
Investors and shareholders can also obtain, without charge, a copy of
the definitive proxy statement, when available, and other relevant filed
documents by directing a request to Blake McLean, Senior Vice President,
Investor Relations and Strategy of EQT Corporation, at BMcLean@eqt.com,
by calling the Company’s proxy solicitor, Innisfree M&A Incorporated,
toll-free, at 877-687-1866, or from the Company’s website at https://ir.eqt.com/sec-filings.
Participants in the Solicitation
The Company, its directors and nominees and certain of its executive
officers will be deemed participants in the solicitation of proxies from
shareholders in respect of the 2019 Annual Meeting. Information
regarding the names of the Company’s directors and nominees and
executive officers and their respective interests in the Company by
security holdings or otherwise is set forth in the Company’s preliminary
proxy statement for the 2019 Annual Meeting, filed with the SEC on May
8, 2019. To the extent holdings of such participants in the Company’s
securities have changed since the amounts described in (or are not set
forth in) the preliminary proxy statement for the 2019 Annual Meeting,
such changes (or initial ownership information and subsequent changes)
have been or will be reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed
with the SEC. These documents can be obtained free of charge from the
sources indicated above. Additional information regarding the interests
of the participants in the Company’s proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will also be included in the definitive proxy statement
and other relevant materials to be filed with the SEC, if and when they
become available.
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