Antero Midstream Reports Third Quarter 2019 Financial and Operating Results Image

Antero Midstream Reports Third Quarter 2019 Financial and Operating Results

DENVER, Oct. 29, 2019 /PRNewswire/ -- Antero Midstream Corporation (NYSE: AM) ("Antero Midstream" or the "Company") today released its third quarter 2019 financial and operating results.  The relevant condensed consolidated financial statements are included in Antero Midstream's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission.

Antero Midstream Logo (PRNewsfoto/Antero Midstream)

Third Quarter 2019 Highlights Include:

  • Net loss was $289 million, or $(0.57) per share, driven primarily by the non-cash impairment charges related to the idling of the Antero Clearwater Facility
  • Adjusted Net Income increased by 156% to $197 million compared to the pro forma prior year quarter, or $0.39 per share (non-GAAP measure)
  • Adjusted EBITDA increased by 18% to $218 million compared to the pro forma prior year quarter (non-GAAP measure)
  • Distributable Cash Flow increased by 8% to $170 million compared to the pro forma prior year quarter (non-GAAP measure)
  • Net Debt to trailing twelve months pro forma Adjusted EBITDA ratio was 3.3x at the end of the quarter (non-GAAP measure)
  • Increased lender commitments on credit facility from $2.0 billion to $2.13 billion in October
  • Initiated share repurchase program and repurchased 3.5 million shares for approximately $25 million, leaving $275 million of remaining share repurchase authorization
  • Declared a dividend of $0.3075 per share ($1.23 per share annualized), representing a 114% increase as compared to Antero Midstream GP LP's third quarter 2018 distribution

Commenting on Antero Midstream, Paul Rady, Chairman and CEO said, "Antero Midstream delivered another strong quarter, generating 25% and 71% year-over-year growth in low pressure gathering and processing volumes, respectively. We remain focused on delivering on our organic growth strategy and implementing blending and produced water transportation initiatives that support the capital efficient development program of our producer customer.  Antero Resources has already realized a portion of these reduced costs and reported a 20% decrease in lease operating expenses per unit and an 8% decrease in drilling and completion cost per thousand feet in the third quarter of 2019 as compared to the first half of 2019."

Mr. Rady further added, "Antero Resources today announced plans to target a drilling and completion budget in 2020 of $1.15 to $1.2 billion. Antero Resources has stated that it expects this development program to generate 8% to 10% year-over-year net production growth with only a modest outspend of $100 to $150 million assuming current strip pricing. Antero Midstream's just-in-time capital philosophy and core infrastructure investments in 2019 allow it to further leverage its asset base and take advantage of already existing infrastructure in 2020. This results in a targeted capital budget of $375 to $425 million in 2020, or approximately a 40% year-over-year reduction in capital investment compared to the midpoint of the updated 2019 guidance range."

For a discussion of the non-GAAP financial measures including Adjusted EBITDA, Adjusted Net Income and Distributable Cash Flow presented on an actual and pro forma basis, as well as Net Debt, please see "Non-GAAP Financial Measures."

2019 Guidance Updates

Antero Midstream is revising its 2019 capital budget down to a range of $665 to $685 million from a previous range of $750 to $800 million. The reduction is driven by the deferral of just-in-time gathering, processing and fresh water delivery projects, as well as capital savings initiatives, and removal of the final Antero Clearwater Facility milestone payments assumed in the capital budget. Antero Midstream is also revising its GAAP net income guidance from a range of $305 to $365 million to a net loss range of $55 million to $45 million as a result of the non-cash impairment of the Antero Clearwater Facility. In addition, Antero Midstream is revising its 2019 Adjusted EBITDA guidance from a range of $870 to $920 million to a range of $840 to $850 million and Distributable Cash Flow guidance from a range of $680 to $730 to a range of $655 to $665 million. The reduction is driven primarily by the reduced wastewater volume throughout the year and the idling of the Antero Clearwater Facility. The revised guidance includes an additional $10 to $15 million of idling expenses in the fourth quarter of 2019. The net positive cash flow impact to Antero Midstream as a result of the revised capital budget and Adjusted EBITDA guidance is approximately $55 million in 2019 based on the midpoint of the revised guidance ranges.

Preliminary 2020 Outlook

In a separate release, Antero Resources announced that it is targeting 110 to 120 completions in 2020, with an average lateral length of 12,100 feet as compared to 115 to 125 completions in 2019 with an average lateral of 10,200 feet.  This represents a 14% increase in total lateral feet completed.  As a result of the well cost reductions achieved to date and expectations for 2020, Antero Resources announced that its preliminary drilling and completion capital budget for 2020 is expected to be $1.15 to $1.2 billion. 

Antero Midstream is initially targeting a 2020 capital program of approximately $375 to $425 million, or a 40% decrease as compared to the midpoint of the revised 2019 capital budget. The preliminary 2020 capital program does not include the $125 million earn-out payment from the water drop down that Antero Midstream expects to pay in the first quarter of 2020 to Antero Resources. Antero Midstream's 2020 capital budget will be flexible based on Antero Resources 2020 budget and completion activity.  Antero Midstream's and Antero Resources' 2020 budgets remain subject to respective board approvals and are both expected to be finalized by the first quarter of 2020.

Return of Capital Program

On August 12, 2019, the Board of Directors of Antero Midstream authorized a share repurchase program to opportunistically repurchase up to $300 million of shares of its outstanding common stock through June 30, 2021. During the third quarter of 2019, Antero Midstream repurchased approximately 3.5 million shares under this program for approximately $25 million, leaving approximately $275 million of remaining capacity as of September 30, 2019. In addition, Antero Midstream declared a third quarter dividend of $0.3075 per share, which was unchanged as compared to the second quarter of 2019. Importantly, Antero Midstream's declining capital program in 2020 combined with anticipated Adjusted EBITDA growth in 2020 positions Antero Midstream to continue targeting high single digit return of capital growth in 2020 as compared to 2019 based on the expected Antero Resources development plan.  Based on the attractive rates of return and cash flow per share accretion from repurchasing shares at the current share price, Antero Midstream currently expects this return of capital growth in 2020 to be in the form of share repurchases. The future allocation of Antero Midstream's return of capital to shareholders between dividend growth and share repurchases is subject to Board approval.

Increased Credit Facility Commitments

In October of 2019, Antero Midstream added Royal Bank of Canada ("RBC") to its lending group with $132 million of incremental commitments.  Pro forma for the addition of RBC, Antero Midstream's lender commitments increased to $2.13 billion and the Company's available liquidity increased to $1.4 billion. 

Third Quarter 2019 Financial Results

The previously announced simplification transaction between Antero Midstream GP LP ("AMGP") and Antero Midstream Partners LP ("Antero Midstream Partners") closed on March 12, 2019. GAAP financial results for periods prior to the closing of the simplification transaction reflect the financial results of AMGP. The financial and operating results and comparisons for periods prior to the closing of the simplification transaction that are discussed in this release are based on the pro forma results of Antero Midstream Corporation as if the transaction had occurred on January 1, 2018. GAAP and pro forma financial statements can be found in the back of this press release.

Low pressure gathering volumes for the third quarter of 2019 averaged 2,698 MMcf/d, a 25% increase as compared to the prior year quarter.  Compression volumes for the third quarter of 2019 averaged 2,434 MMcf/d, a 39% increase as compared to the third quarter of 2018.  High pressure gathering volumes for the third quarter of 2019 averaged 2,662 MMcf/d, a 23% increase over the third quarter of 2018. The year-over-year increase in gathering and compression volumes was driven by production growth from Antero Resources in Antero Midstream's area of dedication.  Fresh water delivery volumes averaged 141 MBbl/d during the quarter, a 28% decrease compared to the third quarter of 2018, driven by a decrease in Antero Resources' completion activity.

Gross processing volumes from the 50/50 processing and fractionation joint venture with MarkWest (a wholly-owned subsidiary of MPLX) (the "Joint Venture") averaged 1,036 MMcf/d for the third quarter of 2019, an increase of 71% compared to the prior year quarter.  The five Sherwood Joint Venture plants operated at 100% utilization for the quarter.  Gross Joint Venture fractionation volumes averaged 32 MBbl/d, an 88% increase compared to the prior year quarter. The Joint Venture's fractionation capacity was 80% utilized during the quarter. The year-over-year increase in processing and fractionation volumes is primarily driven by the increase in Antero Resources' rich gas and C3+ NGL production volumes.



Three Months Ended
September 30


Average Daily Volumes:


2018(1)


2019


%
Change

Low Pressure Gathering (MMcf/d)


2,166


2,698


25%

Compression (MMcf/d)


1,756


2,434


39%

High Pressure Gathering (MMcf/d)


2,173


2,662


23%

Fresh Water Delivery (MBbl/d)


195


141


(28)%

Gross Joint Venture Processing (MMcf/d)


606


1,036


71%

Gross Joint Venture Fractionation (MBbl/d)


17


32


88%



1.

Represents results for Antero Midstream Partners.

For the three months ended September 30, 2019, revenues were $244 million, comprised of $176 million from the Gathering and Processing segment and $97 million from the Water Handling and Treatment segment, net of $(29) million of amortization of customer relationships. Water Handling and Treatment segment revenues include $11 million from wastewater treatment at the Antero Clearwater Facility and $36 million from wastewater handling and high rate water transfer services. Wastewater handling and high rate transfer service revenues, which are billed at cost plus 3%, decreased by 10% compared to the second quarter of 2019 driven by water savings initiatives, improved trucking logistics, and blending operations during the month of September. These support lower operating and capital costs for Antero Resources.

Direct operating expenses for the Gathering and Processing and Water Handling and Treatment segments were $13 million and $49 million, respectively, for a total of $62 million, compared to $81 million in total direct operating expenses in the prior year quarter. Water Handling and Treatment direct operating expenses include $11 million from wastewater treatment at the Antero Clearwater Facility and $35 million from wastewater handling and high rate water transfer services, which are billed at cost plus 3%.  Antero Midstream incurred $2 million in costs to idle the Antero Clearwater Facility during the third quarter.  General and administrative expenses excluding equity-based compensation were $10 million during the third quarter of 2019.  Total operating expenses were $578 million, including $20 million of equity compensation expense, $457 million of impairment, $24 million of depreciation, and $2 million of accretion and change in fair value of contingent acquisition consideration and asset retirement obligations.

During the third quarter of 2019, Antero Midstream idled the Antero Clearwater wastewater treatment facility. The decision to idle the facility was driven by its inability to operate at its intended specifications.  As a result of idling the facility, Antero Midstream incurred a $457 million non-cash impairment during the quarter related to the property, plant and equipment, as well as the impairment of goodwill and customer relationship value related to the facility as a result of the simplification transaction. Antero Midstream will continue to evaluate strategic options for the future of the Antero Clearwater Facility. 

Net loss was $289 million, or $(0.57) per share. Adjusted Net Income was $197 million, or $0.39 per share, representing a 156% increase compared to the prior year quarter.  Adjusted EBITDA was $218 million, an 18% increase compared to the prior year quarter.  Adjusted EBITDA for the quarter included $19 million in combined distributions from Stonewall Gathering LLC and the processing and fractionation Joint Venture.  Cash interest paid was $44 million. The decrease in cash reserved for bond interest during the quarter was $9 million. Maintenance capital expenditures during the quarter totaled $13 million and Distributable Cash Flow was $170 million, representing an 8% increase over the prior year quarter. Based on the previously declared dividend of $0.3075 per share, Antero Midstream's Distributable Cash Flow coverage ratio was 1.1x.

The following table reconciles net income to Adjusted Net Income, Adjusted EBITDA and Distributable Cash Flow as used in this release (in thousands):



Three Months Ended
September 30,




2018 (1)



2019

Net income


$

57,975



(289,477)

Amortization of customer relationships



17,843



28,863

Impairment expense



1,157



457,478

Adjusted Net Income



76,975



196,864

Interest expense



22,493



36,134

Provision for income tax expense (benefit)



22,233



(62,268)

Depreciation expense



42,390



24,460

Accretion and change in fair value of contingent acquisition consideration



4,020



1,977

Accretion of asset retirement obligations



33



54

Equity-based compensation



13,102



20,129

Equity in earnings of unconsolidated affiliates



(9,235)



(18,478)

Distributions from unconsolidated affiliates



11,765



18,710

Adjusted EBITDA



183,776



217,582

Interest paid



(24,958)



(43,925)

Decrease in cash reserved for bond interest (2)



8,734



9,150

Maintenance capital expenditures(3)



(10,964)



(12,915)

AMGP general and administrative expenses



2,229



Income tax withholding upon vesting of Antero Midstream Partners LP equity-based compensation awards



(1,500)



(180)

Distributable Cash Flow


$

157,317



169,712








Distributions or Dividends Declared to Antero Midstream Holders







Distributions to Limited Partners


$

82,302



Distributions to incentive distribution rights and Series B unitholders



37,815



Dividends





153,023

Total Aggregate Distributions and Dividends


$

120,117



153,023








Distributable Cash Flow Coverage Ratio



 1.3x



 1.1x



1)

Three months ended September 30, 2018 presented on a pro forma basis.

2)

Cash reserved for bond interest expense on Antero Midstream's senior notes outstanding during the period that is paid on a semi-annual basis.

3)

Maintenance capital expenditures represent the portion of our estimated capital expenditures associated with (i) the connection of new wells to our gathering and processing systems that we believe will be necessary to offset the natural production declines Antero Resources will experience on all of its wells over time, and (ii) water delivery to new wells necessary to maintain the average throughput volume on our systems.

Gathering and Processing During the third quarter of 2019, Antero Midstream connected 33 wells to its gathering system and Antero Midstream's compression capacity was approximately 90% utilized throughout the quarter. Antero Midstream expects to add 120 MMcf/d of additional compression capacity in the Marcellus Shale during the fourth quarter of 2019 to support the anticipated growth in Antero Resources' production. Antero Resources is currently operating four drilling rigs on Antero Midstream dedicated acreage. The Joint Venture's processing capacity during the third quarter was 1.0 Bcf/d, which was 100% utilized. The Joint Venture recently placed the Sherwood 12 processing plant online and expects Sherwood 13 to be placed into service later in the fourth quarter of 2019, bringing the Joint Venture's total processing capacity to 1.4 Bcf/d.

Water Handling and Treatment Antero Midstream's Marcellus water delivery systems serviced 30 well completions during the third quarter of 2019, a 21% decrease from the prior year quarter. During the third quarter, Antero Resources operated three completion crews. Antero Resources plans to operate three to four completion crews during the fourth quarter, which is expected to drive an increase in fresh water delivery volumes during the fourth quarter of 2019 as compared to the third quarter of 2019.

Balance Sheet and Liquidity

As of September 30, 2019, Antero Midstream had approximately $726 million drawn on its $2.13 billion bank credit facility, resulting in approximately $1.4 billion of liquidity.  Antero Midstream's Net Debt to trailing twelve months pro forma Adjusted EBITDA was 3.3x as of September 30, 2019.

Commenting on Antero Midstream's growth and balance sheet, Michael Kennedy, CFO of Antero Midstream said, "Antero Midstream reported another strong quarter which generated 18% and 8% year-over-year growth in Adjusted EBITDA and Distributable Cash Flow, respectively. Importantly, Antero Midstream's DCF coverage increased to 1.1x during the third quarter and we expect a continued trend of increasing DCF coverage during the fourth quarter of 2019.  In addition, Antero Midstream's balance sheet remains very strong with 3.3x net debt to Adjusted EBITDA and approximately $1.4 billion of liquidity."

Capital Investments

Total capital expenditures including investments in the Joint Venture were $135 million during the third quarter of 2019. Gathering, compression, and water infrastructure capital investments totaled $121 million and investments in unconsolidated affiliates for the Joint Venture were $14 million during the quarter. Of the $121 million invested in gathering, compression, and water infrastructure, $82 million was invested in gathering and compression assets and $39 million was invested in water handling and treatment assets.    

Conference Call

A conference call for Antero Midstream is scheduled on Wednesday, October 30, 2019 at 10:00 am MT to discuss the financial and operational results.  A brief Q&A session for security analysts will immediately follow the discussion of the results for the quarter.  To participate in the call, dial in 877-407-9126 (U.S.), or 201-493-6751 (International) and reference "Antero Midstream".  A telephone replay of the call will be available until Wednesday, November 6, 2019 at 10:00 am MT at 877-660-6853 (U.S.) or 201-612-7415 (International) using the conference ID: 13693464.

A simultaneous webcast of the call and presentation may be accessed over the internet at www.anteromidstream.com.  The webcast will be archived for replay on Antero Midstream's website until Wednesday, November 6, 2019 at 10:00 am MT.

Guidance

Included in this press release are updates to certain 2019 guidance projections. Antero Midstream has not included a reconciliation of Adjusted EBITDA and Distributable Cash Flow to the nearest GAAP financial measure for 2019 because it cannot do so without unreasonable effort and any attempt to do so would be inherently imprecise. Antero Midstream is able to forecast the following reconciling items between Adjusted EBITDA and net income (in thousands):


Twelve Months Ending
December 31, 2019

Low


High

Depreciation expense

$

125,000


$

135,000

Interest expense


125,000



135,000

Equity based compensation expense


70,000



80,000

Equity in earnings of unconsolidated affiliates


58,000



73,000

Distributions from unconsolidated affiliates


76,000



81,000

Presentation

An updated company presentation will be posted to Antero Midstream's website. The presentation can be found at www.anteromidstream.com on the homepage.  Information on Antero Midstream's website does not constitute a portion of, and is not incorporated by reference into, this press release.

Pro Forma Information

The pro forma information presented herein is for illustrative purposes only. If this simplification transaction had occurred in the past, operating results might have been materially different from those presented in the pro forma financial information. The pro forma financial information should not be relied upon as an indication of operating results that Antero Midstream would have achieved if the simplification transaction had taken place on January 1, 2018. In addition, future results may vary significantly from the pro forma results reflected in this release and should not be relied upon as an indication of Antero Midstream's future results. For more information, please see Antero Midstream's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

Non-GAAP Financial Measures and Definitions

Antero Midstream uses non-GAAP financial measures that are presented on an actual and pro forma basis. The definitions, uses, reconciliations to the nearest GAAP financial measure, and disclosures discussed in this release apply to both an actual and pro forma basis. Antero Midstream uses Adjusted EBITDA as an important indicator of Antero Midstream's performance.  Antero Midstream defines Adjusted EBITDA as net income before amortization of customer relationships, impairment expense, interest expense, provision for income taxes (benefit), depreciation expense, accretion, equity-based compensation expense, excluding equity in earnings of unconsolidated affiliates, and including cash distributions from unconsolidated affiliates.

Antero Midstream uses Adjusted EBITDA to assess:

  • the financial performance of Antero Midstream's assets, without regard to financing methods, capital structure or historical cost basis;
  • its operating performance and return on capital as compared to other publicly traded companies in the midstream energy sector, without regard to financing or capital structure; and
  • the viability of acquisitions and other capital expenditure projects.

Antero Midstream's defines Distributable Cash Flow as Adjusted EBITDA less interest paid, decrease in cash reserved for bond interest, income tax withholding upon vesting of Antero Midstream Partners LP equity-based compensation awards, ongoing maintenance capital expenditures paid, and AMGP general and administrative expenses. Antero Midstream uses Distributable Cash Flow as a performance metric to compare the cash generating performance of Antero Midstream from period to period and to compare the cash generating performance for specific periods to the cash dividends (if any) that are expected to be paid to shareholders.  Distributable Cash Flow does not reflect changes in working capital balances.

Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures.  The GAAP measure most directly comparable to Adjusted EBITDA and Distributable Cash Flow is Net Income.  The non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow should not be considered as alternatives to the GAAP measure of Net Income.  Adjusted EBITDA and Distributable Cash Flow are not presentations made in accordance with GAAP and have important limitations as an analytical tool because they include some, but not all, items that affect Net Income and Adjusted EBITDA.  You should not consider Adjusted EBITDA and Distributable Cash Flow in isolation or as a substitute for analyses of results as reported under GAAP.  Antero Midstream's definition of Adjusted EBITDA and Distributable Cash Flow may not be comparable to similarly titled measures of other companies.

Antero Midstream defines consolidated net debt as consolidated total debt less cash and cash equivalents.  Antero Midstream views consolidated net debt as an important indicator in evaluating Antero Midstream's financial leverage.

The following table reconciles consolidated total debt to consolidated net debt ("Net Debt") as used in this release (in thousands):



September 30, 2019

Bank credit facility


$725,500

5.375% senior notes due 2024


652,600

5.75% senior notes due 2027


653,250

5.75% senior notes due 2028


650,000

Net unamortized debt issuance costs


(23,600)

Consolidated total debt


$2,657,750

Cash and cash equivalents


Consolidated net debt


$2,657,750

Antero Midstream defines Adjusted Net Income as net income plus amortization of customer contracts and impairment. Antero Midstream believes Adjusted Net Income is useful to investors in evaluating operational trends and its performance relative to other midstream companies. Adjusted Net Income is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for net income as an indicator of financial performance. 

The following table reconciles pro forma net income to pro forma Adjusted EBITDA for the twelve months ended September 30, 2019 as used in this release (in thousands):




Twelve Months
Ended
September 30, 2019

Pro forma net income


$

13,294

Amortization of customer relationships



70,792

Impairment expense



465,054

Pro forma Adjusted Net Income



549,140

Interest expense



118,471

Income tax expense



43,336

Depreciation expense



120,017

Accretion of contingent acquisition consideration



(97,609)

Accretion of asset retirement obligations



230

Equity-based compensation



68,831

Equity in earnings of unconsolidated affiliates



(57,072)

Distributions from unconsolidated affiliates



71,930

Pro forma Adjusted EBITDA


$

817,274

Antero Midstream Corporation is a Delaware corporation that owns, operates and develops midstream gathering, compression, processing and fractionation assets located in West Virginia and Ohio, as well as integrated water assets that primarily service Antero Resources Corporation's properties. The Company's website is located at www.anteromidstream.com

This release includes "forward-looking statements."  Such forward-looking statements are subject to a number of risks and uncertainties, many of which are not under Antero Midstream's control.  All statements, except for statements of historical fact, made in this release regarding activities, events or developments Antero Midstream expects, believes or anticipates will or may occur in the future, such as Antero Midstream's ability to execute its business plan and return capital to its shareholders, information regarding potential incremental flowback and produced water services, information regarding long-term financial and operating outlooks for Antero Midstream and Antero Resources and information regarding Antero Resources' expected future growth and its ability to meet its drilling and development plan are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  All forward-looking statements speak only as of the date of this release.  Although Antero Midstream believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved.  Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.  Except as required by law, Antero Midstream expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.

Antero Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil, most of which are difficult to predict and many of which are beyond Antero Midstream's control.  These risks include, but are not limited to, Antero Resources' expected future growth, Antero Resources' ability to meet its drilling and development plan, commodity price volatility, Antero Midstream's ability to execute its business strategy, competition and governmental regulations, actions taken by third party producers, operators, processors and transporters, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating natural gas and oil reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under the heading "Item 1A. Risk Factors" in Antero Midstream's Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

For more information, contact Michael Kennedy – CFO of Antero Midstream at (303) 357-6782 or mkennedy@anteroresources.com.

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Balance Sheets

December 31, 2018 and September 30, 2019

(In thousands)






(Unaudited)




December 31,


September 30,




2018


2019


Assets

Current assets:








Cash and cash equivalents


$

2,822




Accounts receivable–Antero Resources





105,182


Accounts receivable–third party





940


Other current assets



87



3,102


Total current assets



2,909



109,224


Property and equipment, net





3,215,978


Investments in unconsolidated affiliates



43,492



672,310


Deferred tax asset



1,304



35,530


Customer relationships





1,496,951


Goodwill





902,777


Other assets, net





12,734


Total assets


$

47,705



6,445,504










Liabilities and Equity

Current liabilities:








Accounts payable–Antero Resources


$

731



4,745


Accounts payable–third party



28



32,569


Accrued liabilities



407



96,944


Contingent acquisition consideration





122,247


Asset retirement obligations





2,630


Taxes payable



15,678




Other current liabilities





493


Total current liabilities



16,844



259,628


Long-term liabilities:








Long-term debt





2,657,750


Asset retirement obligations





3,441


Other





1,655


Total liabilities



16,844



2,922,474










Partners' Capital and Stockholders' Equity:








Common shareholders—186,219 shares issued and outstanding at December 31, 2018; none issued and outstanding at September 30, 2019



(41,969)




IDR LLC Series B units (66 units vested at December 31, 2018; none issued and outstanding at September 30, 2019)



72,830




Preferred stock, $0.01 par value: none authorized or issued at December 31, 2018; 100,000 authorized at September 30, 2019








Series A non-voting perpetual preferred stock; none designated, issued or outstanding at December 31, 2018; 12 designated and 10 issued and outstanding at September 30, 2019






Common stock, $0.01 par value; none authorized, issued or outstanding at December 31, 2018; 2,000,000 authorized and 503,378 issued and outstanding at September 30, 2019





5,034


Additional paid-in capital





3,715,002


Accumulated earnings (loss)





(197,006)


Total partners' capital and stockholders' equity



30,861



3,523,030


Total liabilities and partners' capital and stockholders' equity


$

47,705



6,445,504


 

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended September 30, 2018 and 2019

(Unaudited)

(In thousands, except per share amounts)




Three Months Ended
September 30,




2018


2019


Revenue:








Gathering and compression–Antero Resources


$



175,719


Water handling and treatment–Antero Resources





96,939


Amortization of customer relationships





(28,863)


Total revenue





243,795


Operating expenses:








Direct operating





61,808


General and administrative (including $8,574 and $20,129 of equity-based compensation in 2018 and 2019, respectively)



10,803



30,595


Facility idling





1,512


Impairment of property and equipment





407,848


Impairment of goodwill





43,759


Impairment of customer relationships





5,871


Depreciation





24,460


Accretion and change in fair value of contingent acquisition consideration





1,977


Accretion of asset retirement obligations





54


Total operating expenses



10,803



577,884


Operating loss



(10,803)



(334,089)


Interest expense, net



(68)



(36,134)


Equity in earnings of unconsolidated affiliates



37,816



18,478


Income (loss) before income taxes



26,945



(351,745)


Provision for income tax benefit (expense)



(8,917)



62,268


Net income (loss) and comprehensive income (loss)


$

18,028



(289,477)










Net income (loss) per share–basic and diluted


$

0.09



(0.57)










Weighted average common shares outstanding:








Basic



186,208



506,419


Diluted



186,208



506,419


 

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2018 and 2019

(Unaudited)

(In thousands)




Nine Months Ended September 30,




2018


2019


Cash flows provided by (used in) operating activities:








Net income (loss)


$

45,220



(210,555)


Adjustments to reconcile net income to net cash provided by operating activities:








Distributions received from Antero Midstream Partners LP, prior to the Transactions



85,371



43,492


Depreciation





68,557


Accretion and change in fair value of contingent acquisition consideration





5,323


Accretion of asset retirement obligations





133


Impairment of property and equipment





408,442


Impairment of goodwill





43,759


Impairment of customer relationships





5,871


Deferred income benefit





(34,226)


Equity-based compensation



26,319



53,095


Equity in earnings of unconsolidated affiliates



(99,414)



(34,981)


Distributions from unconsolidated affiliates





42,570


Amortization of customer relationships





39,178


Amortization of deferred financing costs



90



2,123


Changes in assets and liabilities:








Accounts receivable–Antero Resources





38,331


Accounts receivable–third party





12


Other current assets



(56)



(1,788)


Accounts payable–Antero Resources





(503)


Accounts payable–third party





(3,635)


Accrued liabilities



646



(19,648)


Income taxes payable



(636)



(15,678)


Net cash provided by operating activities



57,540



429,872


Cash flows provided by (used in) investing activities:








Additions to gathering systems and facilities





(170,921)


Additions to water handling and treatment systems





(91,144)


Investments in unconsolidated affiliates





(117,339)


Cash received on acquisition of Antero Midstream Partners LP





619,532


Cash consideration paid to Antero Midstream Partners LP unitholders





(598,709)


Change in other assets





3,338


Change in other liabilities





(1,050)


Net cash used in investing activities





(356,293)


Cash flows provided by (used in) financing activities:








Distributions to shareholders



(57,349)



(336,772)


Distributions to Series B unitholders



(1,702)



(3,720)


Distributions to preferred shareholders





(235)


Repurchases of common stock





(25,519)


Issuance of senior notes





650,000


Payments of deferred financing costs



(230)



(8,523)


Payments on bank credit facilities, net





(349,500)


Employee tax withholding for settlement of equity compensation awards





(2,008)


Other





(124)


Net cash used in financing activities



(59,281)



(76,401)


Net decrease in cash and cash equivalents



(1,741)



(2,822)


Cash and cash equivalents, beginning of period



5,987



2,822


Cash and cash equivalents, end of period


$

4,246




Supplemental disclosure of cash flow information:








Cash paid during the period for interest


$



75,071


Cash paid during the period for income taxes


$

22,871



16,001


Increase in accrued capital expenditures and accounts payable for property and equipment


$



34,667


 

PRO FORMA ANTERO MIDSTREAM CORPORATION

Selected Operating Data

Three Months Ended September 30, 2018 and 2019

(Unaudited)

(In thousands)










Amount of







Three Months Ended September 30,


 Increase


Percentage



2018


2019


or Decrease


Change

Operating Data:














Gathering—low pressure (MMcf)



199,226



248,208



48,982



25

%

Gathering—high pressure (MMcf)



199,897



244,937



45,040



23

%

Compression (MMcf)



161,549



223,904



62,355



39

%

Fresh water delivery (MBbl)



17,984



12,945



(5,039)



(28)

%

Treated water (MBbl)



1,062



2,332



1,270



120

%

Other fluid handling (MBbl)



5,080



5,114



34



1

%

Wells serviced by fresh water delivery



38



30



(8)



(21)

%

Gathering—low pressure (MMcf/d)



2,166



2,698



532



25

%

Gathering—high pressure (MMcf/d)



2,173



2,662



489



23

%

Compression (MMcf/d)



1,756



2,434



678



39

%

Fresh water delivery (MBbl/d)



195



141



(54)



(28)

%

Treated water (MBbl/d)



12



25



13



108

%

Other fluid handling (MBbl/d)



55



56



1



2

%

Average realized fees:














Average gathering—low pressure fee ($/Mcf)


$

0.32



0.33



0.01



3

%

Average gathering—high pressure fee ($/Mcf)


$

0.19



0.21



0.02



11

%

Average compression fee ($/Mcf)


$

0.19



0.19





%

Average fresh water delivery fee ($/Bbl)


$

3.78



3.90



0.12



3

%

Average treatment fee ($/Bbl)


$

4.92



4.55



(0.37)



(8)

%

Joint Venture Operating Data:














Processing—Joint Venture (MMcf)



55,720



95,333



39,613



71

%

Fractionation—Joint Venture (MBbl)



1,598



2,964



1,366



85

%

Processing—Joint Venture (MMcf/d)



606



1,036



430



71

%

Fractionation—Joint Venture (MBbl/d)



17



32



15



88

%

_______________________________

1) Three months ended September 30, 2018 are presented on a pro forma basis

*      Not meaningful or applicable.

 

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Results of Segment Operations

Three Months Ended September 30, 2019

(Unaudited)

(In thousands)















Gathering
and
Processing


Water
Handling and
Treatment


Pro Forma
Adjustments


Unallocated


Consolidated
Total


Three months ended September  30, 2019

















Revenues:

















Revenue–Antero Resources


$

175,719



96,939







272,658


Amortization of customer relationships



(16,363)



(12,500)







(28,863)


Total revenues



159,356



84,439







243,795



















Operating expenses:

















Direct operating



13,197



48,611







61,808


General and administrative (excluding equity-based compensation)



6,741



3,098





627



10,466


Facility idling





1,512







1,512


Equity-based compensation



1,348



450





18,331



20,129


Impairment of property and equipment





407,848







407,848


Impairment of goodwill





43,759







43,759


Impairment of customer relationships





5,871







5,871


Depreciation



11,709



12,751







24,460


Accretion and change in fair value of contingent acquisition consideration





1,977







1,977


Accretion of asset retirement obligations





54







54


Total expenses



32,995



525,931





18,958



577,884


Operating income



126,361



(441,492)





(18,958)



(334,089)


Other income (expenses):

















Interest expense, net









(36,134)



(36,134)


Equity in earnings of unconsolidated affiliates



18,478









18,478


Income (loss) before taxes



144,839



(441,492)





(55,092)



(351,745)


Provision for income tax benefit









62,268



62,268


Net income (loss) and comprehensive income (loss)


$

144,839



(441,492)





7,176



(289,477)



















Adjusted EBITDA














$

217,582


 

PRO FORMA ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Results of Segment Operations

Three Months Ended September 30, 2018

(Unaudited)

(In thousands)







Water






Pro Forma




Gathering and


Handling and


Pro Forma




Consolidated




Processing


Treatment


Adjustments


Unallocated


Total


Three months ended September 30, 2018

















Revenues:

















Revenue–Antero Resources


$

133,202



132,898







266,100


Revenue–third-party





105







105


Amortization of customer relationships







(17,843)





(17,843)


Total revenues



133,202



133,003



(17,843)





248,362



















Operating expenses:

















Direct operating



12,317



69,158







81,475


General and administrative (excluding equity-based compensation)



8,117



2,373





2,229



12,719


Equity-based compensation



3,666



862





8,574



13,102


Impairment of property and equipment



1,157









1,157


Depreciation



25,830



12,626



3,934





42,390


Accretion and change in fair value of contingent acquisition consideration





4,020







4,020


Accretion of asset retirement obligations





33







33


Total expenses



51,087



89,072



3,934



10,803



154,896


Operating income



82,115



43,931



(21,777)



(10,803)



93,466


Other income (expenses):

















Interest expense, net







(5,437)



(17,056)



(22,493)


Equity in earnings of unconsolidated affiliates



10,706





(1,471)





9,235


Income before taxes



92,821



43,931



(28,685)



(27,859)



80,208


Provision for income tax expense







(13,316)



(8,917)



(22,233)


Net income and comprehensive income


$

92,821



43,931



(42,001)



(36,776)



57,975



















Pro Forma Adjusted EBITDA














$

183,776


 

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SOURCE Antero Midstream Corporation