Annual report pursuant to Section 13 and 15(d)

Equity-Based Compensation

Equity-Based Compensation
12 Months Ended
Dec. 31, 2017
Equity-Based Compensation  
Equity-Based Compensation

(6)  Equity-Based Compensation


Our general and administrative expenses include equity-based compensation costs allocated to us by Antero Resources for grants made pursuant to Antero Resources’ long-term incentive plan and the Midstream LTIP.  Equity‑based compensation expense allocated to us was $22.5 million, $26.0 million and $27.3 million for the years ended December 31, 2015, 2016 and 2017, respectively. These expenses were allocated to us based on our proportionate share of Antero Resources’ labor costs. Antero Resources has unamortized expense totaling approximately $112.0 million as of December 31, 2017 related to its various equity-based compensation plans, which includes the Midstream LTIP. A portion of this will be allocated to us as it is amortized over the remaining service period of the related awards. The Partnership does not reimburse Antero Resources for noncash equity compensation allocated to it for awards issued under the Antero Resources long-term incentive plan or the Midstream LTIP.


Midstream LTIP


Our general partner manages our operations and activities and Antero Resources employs the personnel who provide support to our operations. In connection with the IPO, our general partner adopted the Midstream LTIP, pursuant to which non‑employee directors of our general partner and certain officers, employees and consultants of our general partner and its affiliates are eligible to receive awards representing ownership interests in the Partnership. An aggregate of 10,000,000 common units may be delivered pursuant to awards under the Midstream LTIP, subject to customary adjustments.  A total of 7,864,621 common units are available for future grant under the Midstream LTIP as of December 31, 2017. Restricted units and phantom units granted under the Midstream LTIP vest subject to the satisfaction of service requirements, upon the completion of which common units in the Partnership are delivered to the holder of the restricted units or phantom units. Compensation related to each restricted unit and phantom unit award is recognized on a straight-line basis over the requisite service period of the entire award.  The grant date fair values of these awards are determined based on the closing price of the Partnership’s common units on the date of grant. These units are accounted for as if they are distributed by the Partnership to Antero Resources. Antero Resources recognizes compensation expense for the units awarded and a portion of that expense is allocated to the Partnership. Antero Resources allocates equity-based compensation expense to the Partnership based on our proportionate share of Antero Resources’ labor costs. The Partnership’s portion of the equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to the applicable classes of partners’ capital.


A summary of restricted unit and phantom unit awards activity during the year ended December 31, 2017 is as follows:






















Number of


grant date
fair value


intrinsic value
(in thousands)


Total awarded and unvested—December 31, 2016








































Total awarded and unvested—December 31, 2017











Intrinsic values are based on the closing price of the Partnership’s common units on the referenced dates.  Midstream LTIP unamortized expense of $25.0 million at December 31, 2017 is expected to be recognized over a weighted average period of approximately 2.0 years and our proportionate share will be allocated to us as it is recognized. We paid $5.9 million in minimum statutory tax withholdings for restricted and phantom units that vested during 2017, which is included in the “Issuance of common units upon vesting of equity-based compensation awards, net of units withheld for income taxes” line item in the Consolidated Statements of Partners’ Capital.