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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): April 24, 2024

 

 

 

ANTERO MIDSTREAM CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38075   61-1748605
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

 

1615 Wynkoop Street

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code (303) 357-7310

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, par value $0.01 Per Share   AM   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.  ¨

 

 

 


 

Item 2.02 Results of Operations and Financial Condition

 

On April 24, 2024, Antero Midstream Corporation issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended March 31, 2024.

 

The information in this Current Report, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit 
Number
  Description
99.1   Antero Midstream Corporation press release dated April 24, 2024.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2 


 

SIGNATURES

 

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 hereunto duly authorized.

 

  ANTERO MIDSTREAM CORPORATION
   
  By: /s/ Brendan E. Krueger
    Brendan E. Krueger 
    Chief Financial Officer, Vice President – Finance and Treasurer

 

Dated: April 24, 2024

 

3 

 

EX-99.1 2 tm2412584d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Antero Midstream Announces First Quarter 2024 Financial and Operating Results

 

Denver, Colorado, April 24, 2024—Antero Midstream Corporation (NYSE: AM) (“Antero Midstream” or the “Company”) today announced its first quarter 2024 financial and operating results. The relevant unaudited condensed consolidated financial statements are included in Antero Midstream’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024.

 

First Quarter 2024 Highlights:

· Gathering and processing volumes increased by 4% and 6%, respectively, compared to the prior year quarter
· Placed in service the Grays Peak compressor station with an initial capacity of 160 MMcf/d
· Net Income was a company record $104 million, or $0.21 per diluted share, a 17% per share increase compared to the prior year quarter
· Adjusted Net Income was $117 million, or $0.24 per diluted share, a 14% per share increase compared to the prior year quarter (non-GAAP measure)
· Adjusted EBITDA was $265 million, a 10% increase compared to the prior year quarter (non-GAAP measure)
· Capital expenditures were $30 million, an 11% decrease compared to the prior year quarter
· Free Cash Flow after dividends was $74 million, a 62% increase compared to the prior year quarter (non-GAAP measure)
· Leverage declined from 3.3x at year-end 2023 to 3.1x as of March 31, 2024 (non-GAAP measure)

 

Paul Rady, Chairman and CEO said, “Antero Midstream delivered another exceptional quarter with double-digit Adjusted EBITDA growth combined with double-digit declines in capital expenditures year-over-year. As a result, Antero Midstream generated $74 million of Free Cash Flow after dividends during the quarter, which is over 60% higher than last year. These results highlight the value of Antero’s integrated planning and development program in Appalachia.”

 

Brendan Krueger, CFO of Antero Midstream, said “With the Free Cash Flow after dividends generated during the quarter, we made significant progress towards our 3.0x Leverage target, reducing Leverage from 3.3x at year-end to 3.1x at the end of the quarter. We continue to expect to achieve the 3.0x Leverage target in 2024, which will position us well to pursue further return of capital to shareholders.”

 

For a discussion of the non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income, Leverage, Free Cash Flow after dividends, and Net Debt see “Non-GAAP Financial Measures.”

 

 


 

First Quarter 2024 Financial Results

 

Low pressure gathering volumes for the first quarter of 2024 averaged 3,301 MMcf/d, a 4% increase as compared to the prior year quarter. Compression volumes for the first quarter of 2024 averaged 3,260 MMcf/d, a 4% increase compared to the prior year quarter. High pressure gathering volumes averaged 2,966 MMcf/d, a 6% increase compared to the prior year quarter. Fresh water delivery volumes averaged 113 MBbl/d during the quarter, an 8% decrease compared to the first quarter of 2023.

 

Gross processing volumes from the processing and fractionation joint venture with MPLX, LP (the “Joint Venture”) averaged 1,602 MMcf/d for the first quarter of 2024, a 6% increase compared to the prior year quarter. Joint Venture processing capacity was approximately 100% utilized during the quarter based on nameplate processing capacity of 1.6 Bcf/d. Gross Joint Venture fractionation volumes averaged 40 MBbl/d, an 11% increase compared to the prior year quarter. Joint Venture fractionation capacity was 100% utilized during the quarter based on nameplate fractionation capacity of 40 MBbl/d.

 

    Three Months Ended
March 31,
    %  
    2023     2024     Change  
Average Daily Volumes:                        
Low Pressure Gathering (MMcf/d)     3,171       3,301       4 %
Compression (MMcf/d)     3,137       3,260       4 %
High Pressure Gathering (MMcf/d)     2,801       2,966       6 %
Fresh Water Delivery (MBbl/d)     123       113       (8 )%
Gross Joint Venture Processing (MMcf/d)     1,508       1,602       6 %
Gross Joint Venture Fractionation (MBbl/d)     36       40       11 %

 

For the three months ended March 31, 2024, revenues were $279 million, comprised of $218 million from the Gathering and Processing segment and $61 million from the Water Handling segment, net of $18 million of amortization of customer relationships. Water Handling revenues include $24 million from wastewater handling and high rate water transfer services and approximately $1 million of third-party revenues.

 

Direct operating expenses for the Gathering and Processing and Water Handling segments were $26 million and $28 million, respectively, for a total of $54 million. Water Handling operating expenses include $22 million from wastewater handling and high rate water transfer services. General and administrative expenses excluding equity-based compensation were $12 million during the first quarter of 2024. Total operating expenses during the first quarter of 2024 included $9 million of equity-based compensation expense and $37 million of depreciation.

 

Net Income was $104 million, or $0.21 per diluted share, a 17% per share increase compared to the prior year quarter. Net Income adjusted for amortization of customer relationships, loss on early extinguishment of debt, loss on settlement of asset retirement obligation and gain on asset sale, net of tax effects of reconciling items, or Adjusted Net Income, was $117 million. Adjusted Net Income was $0.24 per share, a 14% per share increase compared to the prior year quarter.

 

The following table reconciles Net Income to Adjusted Net Income (in thousands):

 

    Three Months Ended
March 31,
 
    2023     2024  
Net Income   $ 86,507       103,926  
Amortization of customer relationships     17,668       17,668  
Loss on early extinguishment of debt           59  
Loss on settlement of asset retirement obligations     341        
Gain on asset sale     (245 )      
Tax effect of reconciling items(1)     (4,567 )     (4,565 )
Adjusted Net Income   $ 99,704       117,088  

 

(1) The tax rates for the three months ended March 31, 2023 and 2024 were 25.7% and 25.8%, respectively.

 

 


 

Adjusted EBITDA was $265 million, a 10% increase compared to the prior year quarter, driven primarily by volumetric growth and the expiration of the low pressure gathering rebate program. Interest expense was $53 million, a 2% decrease compared to the prior year quarter, driven by lower average total debt, partially offset by higher interest rates on our revolving credit facility borrowings. Capital expenditures were $30 million, an 11% decrease compared to the prior year quarter. Free Cash Flow before dividends was $182 million, a 19% increase compared to the prior year quarter. Free Cash Flow after dividends was $74 million, a 62% increase compared to the prior year quarter.

 

The following table reconciles Net Income to Adjusted EBITDA and Free Cash Flow before and after dividends (in thousands):

 

    Three Months Ended
March 31,
 
    2023     2024  
Net Income   $ 86,507       103,926  
Interest expense, net     54,624       53,308  
Income tax expense     31,670       36,488  
Depreciation expense     35,196       37,095  
Amortization of customer relationships     17,668       17,668  
Gain on asset sale     (245 )      
Accretion of asset retirement obligations     44       44  
Loss on settlement of asset retirement obligations     341        
Loss on early extinguishment of debt           59  
Equity-based compensation     6,327       9,327  
Equity in earnings of unconsolidated affiliates     (24,456 )     (27,530 )
Distributions from unconsolidated affiliates     34,105       34,960  
Adjusted EBITDA   $ 241,781       265,345  
Interest expense, net     (54,624 )     (53,308 )
Capital expenditures (accrual-based)     (33,603 )     (29,772 )
Free Cash Flow before dividends   $ 153,554       182,265  
Dividends declared (accrual-based)     (107,923 )     (108,279 )
Free Cash Flow after dividends   $ 45,631       73,986  

 

The following table reconciles net cash provided by operating activities to Free Cash Flow before and after dividends (in thousands):

 

    Three Months Ended
March 31,
 
    2023     2024  
Net cash provided by operating activities   $ 182,719       210,561  
Amortization of deferred financing costs     (1,474 )     (1,655 )
Settlement of asset retirement obligations     158       164  
Changes in working capital     5,754       2,967  
Capital expenditures (accrual-based)     (33,603 )     (29,772 )
Free Cash Flow before dividends   $ 153,554       182,265  
Dividends declared (accrual-based)     (107,923 )     (108,279 )
Free Cash Flow after dividends   $ 45,631       73,986  

 

First Quarter 2024 Operating Update

 

Gathering and Processing — During the first quarter of 2024, Antero Midstream connected 12 wells to its gathering system. Additionally, at the end of the first quarter Antero Midstream placed into service its Grays Peak compressor station with an initial capacity of 160 MMcf/d. This station utilized compressor units relocated from underutilized areas, which resulted in approximately $15 million of capital savings. The Grays Peak station will service future development in the liquids-rich midstream corridor of the Marcellus Shale and bring Antero Midstream’s total compression capacity to 4.7 Bcf/d.

 

 


 

Capital Investments

 

Capital expenditures were $30 million during the first quarter of 2024. The company invested $25 million in gathering and compression and $5 million in water infrastructure.

 

West Virginia University Engineering Program Gift

 

Antero Midstream and Antero Resources Corporation (NYSE: AR) announced a $4,000,000 gift to West Virginia University to support undergraduate and graduate students in Petroleum and Natural Gas Engineering. The gift also established an Antero Professorship, and helped develop a new Master’s Degree program in Petroleum Midstream Engineering. This Petroleum Midstream Engineering Program will be the first of its kind in the United States.

 

Conference Call

 

A conference call is scheduled on Thursday, April 25, 2024 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. To participate in the call, dial in at 877-407-9126 (U.S.), or 201-493-6751 (International) and reference “Antero Midstream.” A telephone replay of the call will be available until Thursday, May 2, 2024 at 10:00 am MT at 877-660-6853 (U.S.) or 201-612-7415 (International) using the conference ID: 13743602. To access the live webcast and view the related earnings conference call presentation, visit Antero Midstream's website at www.anteromidstream.com. The webcast will be archived for replay until Thursday, May 2, 2024 at 10:00 am MT.

 

Presentation

 

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

 

Non-GAAP Financial Measures and Definitions

 

Antero Midstream uses certain non-GAAP financial measures. Antero Midstream defines Adjusted Net Income as Net Income plus amortization of customer relationships, loss on early extinguishment of debt, loss on settlement of asset retirement obligations and loss (gain) on asset sale, net of tax effect of reconciling items. Antero Midstream uses Adjusted Net Income to assess the operating performance of its assets. Antero Midstream defines Adjusted EBITDA as Net Income plus interest expense, net, income tax expense, depreciation expense, amortization of customer relationships, loss on early extinguishment of debt, loss (gain) on asset sale, accretion of asset retirement obligations, impairment of property and equipment, loss on settlement of asset retirement obligations, and equity-based compensation expense, excluding equity in earnings of unconsolidated affiliates, plus 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 defines Free Cash Flow before dividends as Adjusted EBITDA less interest expense, net and accrual-based capital expenditures. Capital expenditures include additions to gathering systems and facilities, additions to water handling systems, and investments in unconsolidated affiliates. Capital expenditures exclude acquisitions. Free Cash Flow after dividends is defined as Free Cash Flow before dividends less accrual-based dividends declared for the quarter. Antero Midstream uses Free Cash Flow before and after dividends as a performance metric to compare the cash generating performance of Antero Midstream from period to period.

 

Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow before and after dividends are non-GAAP financial measures. The GAAP measure most directly comparable to these measures is Net Income. Such non-GAAP financial measures should not be considered as alternatives to the GAAP measures of Net Income and cash flows provided by (used in) operating activities. The presentations of such measures are not made in accordance with GAAP and have important limitations as analytical tools because they include some, but not all, items that affect Net Income and cash flows provided by (used in) operating activities. You should not consider any or all such measures in isolation or as a substitute for analyses of results as reported under GAAP. Antero Midstream’s definitions of such measures may not be comparable to similarly titled measures of other companies.

 

 


 

The following table reconciles cash paid for capital expenditures and accrued capital expenditures during the period (in thousands):

 

    Three Months Ended
March 31,
 
    2023     2024  
Capital expenditures (as reported on a cash basis)   $ 42,957       35,073  
Change in accrued capital costs     (9,354 )     (5,301 )
Capital expenditures (accrual basis)   $ 33,603       29,772  

 

Antero Midstream defines Net Debt as consolidated total debt, excluding unamortized debt premiums and debt issuance costs, less cash and cash equivalents. Antero Midstream views Net Debt as an important indicator in evaluating Antero Midstream’s financial leverage. Antero Midstream defines leverage as Net Debt divided by Adjusted EBITDA for the last twelve months. The GAAP measure most directly comparable to Net Debt is total debt, excluding unamortized debt premiums and debt issuance costs.

 

The following table reconciles consolidated total debt to consolidated net debt, excluding debt premiums and issuance costs, (“Net Debt”) as used in this release (in thousands):

 

    March 31, 2024  
Bank credit facility   $  
7.875% senior notes due 2026     547,900  
5.75% senior notes due 2027     650,000  
5.75% senior notes due 2028     650,000  
5.375% senior notes due 2029     750,000  
6.625% senior notes due 2032     600,000  
Consolidated total debt   $ 3,197,900  
Less: Cash and cash equivalents     (26,088 )
Consolidated net debt   $ 3,171,812  

 

The following table reconciles Net Income to Adjusted EBITDA for the last twelve months as used in this release (in thousands):

 

       
    Twelve Months Ended
March 31, 2024
 
Net Income   $ 389,205  
Interest expense, net     215,929  
Income tax expense     133,105  
Depreciation expense     137,958  
Amortization of customer relationships     70,672  
Accretion of asset retirement obligations     177  
Impairment of property and equipment     146  
Equity-based compensation     34,606  
Equity in earnings of unconsolidated affiliates     (108,530 )
Distributions from unconsolidated affiliates     132,690  
Loss on early extinguishment of debt     59  
Loss on settlement of asset retirement obligations     464  
Loss on asset sale     6,275  
Adjusted EBITDA   $ 1,012,756  

 

 


 

Antero Midstream Corporation is a Delaware corporation that owns, operates and develops midstream gathering, compression, processing and fractionation assets located in the Appalachian Basin, as well as integrated water assets that primarily service Antero Resources Corporation’s (NYSE: AR) (“Antero Resources”) properties.

 

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 statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management, NGL and oil prices, impacts of geopolitical and world health events, Antero Midstream’s ability to execute its share repurchase program, Antero Midstream’s ability to execute its business plan and return capital to its stockholders, information regarding Antero Midstream’s return of capital policy, information regarding long-term financial and operating outlooks for Antero Midstream and Antero Resources, information regarding Antero Resources’ expected future growth and its ability to meet its drilling and development plan and the participation level of Antero Resources’ drilling partner, the impact on demand for Antero Midstream’s services as a result of incremental production by Antero Resources, and expectations regarding the amount and timing of litigation awards 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 our business, 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, commodity price volatility, inflation, supply chain or other disruptions, environmental risks, Antero Resources’ drilling and completion and other operating risks, regulatory changes or changes in law, the uncertainty inherent in projecting Antero Resources’ future rates of production, cash flows and access to capital, the timing of development expenditures, impacts of world health events, cybersecurity risks, the state of markets for and availability of verified quality carbon offsets 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, 2023 and Quarterly Report on Form 10-Q for the three months ended March 31, 2024.

 

For more information, contact Justin Agnew, Vice President – Finance and Investor Relations of Antero Midstream, at (303) 357-7269 or jagnew@anteroresources.com.

 

 


 

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

 

          (Unaudited)  
    December 31,     March 31,  
    2023     2024  
Assets      
Current assets:                
Cash and cash equivalents   $ 66       26,088  
Accounts receivable–Antero Resources     88,610       104,766  
Accounts receivable–third party     952       1,023  
Other current assets     1,500       1,811  
Total current assets     91,128       133,688  
                 
Property and equipment, net     3,793,523       3,788,559  
Investments in unconsolidated affiliates     626,650       619,220  
Customer relationships     1,215,431       1,197,763  
Other assets, net     10,886       10,011  
Total assets   $ 5,737,618       5,749,241  
                 
Liabilities and Stockholders' Equity                
Current liabilities:                
Accounts payable–Antero Resources   $ 4,457       11,445  
Accounts payable–third party     10,499       12,954  
Accrued liabilities     80,630       82,044  
Other current liabilities     831       876  
Total current liabilities     96,417       107,319  
Long-term liabilities:                
Long-term debt     3,213,216       3,174,873  
Deferred income tax liability, net     265,879       302,366  
Other     10,375       14,304  
Total liabilities     3,585,887       3,598,862  
                 
Stockholders' equity:                
Preferred stock, $0.01 par value: 100,000 authorized as of December 31, 2023 and March 31, 2024                
Series A non-voting perpetual preferred stock; 12 designated and 10 issued and outstanding as of December 31, 2023 and March 31, 2024            
Common stock, $0.01 par value; 2,000,000 authorized; 479,713 and 480,328 issued and outstanding as of December 31, 2023 and March 31, 2024, respectively     4,797       4,803  
Additional paid-in capital     2,046,487       2,041,650  
Retained earnings     100,447       103,926  
Total stockholders' equity     2,151,731       2,150,379  
Total liabilities and stockholders' equity   $ 5,737,618       5,749,241  

 

 


 

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In thousands, except per share amounts)

 

    Three Months Ended March 31,  
    2023     2024  
Revenue:            
Gathering and compression–Antero Resources   $ 199,576       227,593  
Water handling–Antero Resources     77,295       68,455  
Water handling–third party     272       671  
Amortization of customer relationships     (17,668 )     (17,668 )
Total revenue     259,475       279,051  
Operating expenses:                
Direct operating     57,873       53,918  
General and administrative (including $6,327 and $9,327 of equity-based compensation in 2023 and 2024, respectively)     17,347       21,221  
Facility idling     574       522  
Depreciation     35,196       37,095  
Accretion of asset retirement obligations     44       44  
Loss on settlement of asset retirement obligations     341        
Gain on asset sale     (245 )      
Total operating expenses     111,130       112,800  
Operating income     148,345       166,251  
Other income (expense):                
Interest expense, net     (54,624 )     (53,308 )
Equity in earnings of unconsolidated affiliates     24,456       27,530  
Loss on early extinguishment of debt           (59 )
Total other expense     (30,168 )     (25,837 )
Income before income taxes     118,177       140,414  
Income tax expense     (31,670 )     (36,488 )
Net income and comprehensive income   $ 86,507       103,926  
                 
Net income per common share–basic   $ 0.18       0.22  
Net income per common share–diluted   $ 0.18       0.21  
                 
Weighted average common shares outstanding:                
Basic     478,612       479,897  
Diluted     481,459       484,303  

 

 


 

ANTERO MIDSTREAM CORPORATION

Selected Operating Data (Unaudited)

 

    Three Months Ended     Amount of        
    March 31,     Increase     Percentage  
    2023     2024     or Decrease     Change  
Operating Data:                                
Gathering—low pressure (MMcf)     285,423       300,429       15,006       5 %
Compression (MMcf)     282,362       296,663       14,301       5 %
Gathering—high pressure (MMcf)     252,129       269,922       17,793       7 %
Fresh water delivery (MBbl)     11,110       10,274       (836 )     (8 )%
Other fluid handling (MBbl)     4,965       5,061       96       2 %
Wells serviced by fresh water delivery     23       17       (6 )     (26 )%
Gathering—low pressure (MMcf/d)     3,171       3,301       130       4 %
Compression (MMcf/d)     3,137       3,260       123       4 %
Gathering—high pressure (MMcf/d)     2,801       2,966       165       6 %
Fresh water delivery (MBbl/d)     123       113       (10 )     (8 )%
Other fluid handling (MBbl/d)     55       56       1       2 %
Average Realized Fees(1):                                
Average gathering—low pressure fee ($/Mcf)   $ 0.35       0.36       0.01       3 %
Average compression fee ($/Mcf)   $ 0.21       0.21             *  
Average gathering—high pressure fee ($/Mcf)   $ 0.21       0.22       0.01       5 %
Average fresh water delivery fee ($/Bbl)   $ 4.21       4.30       0.09       2 %
Joint Venture Operating Data:                                
Processing—Joint Venture (MMcf)     135,741       145,758       10,017       7 %
Fractionation—Joint Venture (MBbl)     3,222       3,640       418       13 %
Processing—Joint Venture (MMcf/d)     1,508       1,602       94       6 %
Fractionation—Joint Venture (MBbl/d)     36       40       4       11 %

 

 

 

* Not meaningful or applicable.
(1) The average realized fees for the three months ended March 31, 2024 include annual CPI-based adjustments of approximately 1.6%.

 

 


 

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Results of Segment Operations (Unaudited)

(In thousands)

 

    Three Months Ended March 31, 2024  
    Gathering and     Water           Consolidated  
    Processing     Handling     Unallocated     Total  
Revenues:                        
Revenue–Antero Resources   $ 227,593       68,455             296,048  
Revenue–third-party           671             671  
Amortization of customer relationships     (9,271 )     (8,397 )           (17,668 )
Total revenues     218,322       60,729             279,051  
Operating expenses:                                
Direct operating     26,143       27,775             53,918  
General and administrative (excluding equity-based compensation)     7,470       3,411       1,013       11,894  
Equity-based compensation     7,263       1,815       249       9,327  
Facility idling           522             522  
Depreciation     23,421       13,674             37,095  
Accretion of asset retirement obligations           44             44  
Total operating expenses     64,297       47,241       1,262       112,800  
Operating income     154,025       13,488       (1,262 )     166,251  
Other income (expense):                                
Interest expense, net                 (53,308 )     (53,308 )
Equity in earnings of unconsolidated affiliates     27,530                   27,530  
Loss on early extinguishment of debt                 (59 )     (59 )
Total other income (expense)     27,530             (53,367 )     (25,837 )
Income before income taxes     181,555       13,488       (54,629 )     140,414  
Income tax expense                 (36,488 )     (36,488 )
Net income and comprehensive income   $ 181,555       13,488       (91,117 )     103,926  

 

 


 

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

    Three Months Ended March 31,  
    2023     2024  
Cash flows provided by (used in) operating activities:                
Net income   $ 86,507       103,926  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation     35,196       37,095  
Accretion of asset retirement obligations     44       44  
Deferred income tax expense     31,670       36,488  
Equity-based compensation     6,327       9,327  
Equity in earnings of unconsolidated affiliates     (24,456 )     (27,530 )
Distributions from unconsolidated affiliates     34,105       34,960  
Amortization of customer relationships     17,668       17,668  
Amortization of deferred financing costs     1,474       1,655  
Settlement of asset retirement obligations     (158 )     (164 )
Loss on settlement of asset retirement obligations     341        
Gain on asset sale     (245 )      
Loss on early extinguishment of debt           59  
Changes in assets and liabilities:                
Accounts receivable–Antero Resources     (9,207 )     (16,156 )
Accounts receivable–third party     431       103  
Other current assets     (520 )     (189 )
Accounts payable–Antero Resources     (660 )     716  
Accounts payable–third party     2,061       2,346  
Accrued liabilities     2,141       10,213  
Net cash provided by operating activities     182,719       210,561  
Cash flows provided by (used in) investing activities:                
Additions to gathering systems, facilities and other     (29,197 )     (27,723 )
Additions to water handling systems     (13,760 )     (7,350 )
Acquisition of gathering systems and facilities     (263 )     (2,048 )
Cash received in asset sales     1,071        
Change in other assets     (2 )     (2 )
Net cash used in investing activities     (42,151 )     (37,123 )
Cash flows provided by (used in) financing activities:                
Dividends to common stockholders     (108,364 )     (107,918 )
Dividends to preferred stockholders     (138 )     (138 )
Issuance of Senior Notes           600,000  
Redemption of Senior Notes           (2,147 )
Payments of deferred financing costs           (7,082 )
Borrowings on Credit Facility     248,000       245,100  
Repayments on Credit Facility     (278,900 )     (875,200 )
Employee tax withholding for settlement of equity compensation awards     (1,166 )     (31 )
Net cash used in financing activities     (140,568 )     (147,416 )
Net increase in cash and cash equivalents           26,022  
Cash and cash equivalents, beginning of period           66  
Cash and cash equivalents, end of period   $       26,088  
                 
Supplemental disclosure of cash flow information:                
Cash paid during the period for interest   $ 50,340       42,067  
Decrease in accrued capital expenditures and accounts payable for property and equipment   $ (9,354 )     (5,301 )