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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): February 12, 2025

 

 

 

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 February 12, 2025, 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 and year ended December 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 February 12, 2025.
     
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: February 12, 2025

 

3 

 

EX-99.1 2 tm256296d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Antero Midstream Announces Fourth Quarter 2024 Results and 2025 Guidance

 

Denver, Colorado, February 12, 2025—Antero Midstream Corporation (NYSE: AM) (“Antero Midstream” or the “Company”) today announced its fourth quarter 2024 financial and operating results and 2025 guidance. The relevant consolidated financial statements are included in Antero Midstream’s Annual Report on Form 10-K for the year ended December 31, 2024.

 

Fourth Quarter 2024 Highlights:

 

· Net Income was $111 million, or $0.23 per diluted share, a 10% per share increase compared to the prior year quarter
· Adjusted Net Income was $124 million, or $0.26 per diluted share, an 8% per share increase compared to the prior year quarter (non-GAAP measure)
· Adjusted EBITDA was $274 million, an 8% increase compared to the prior year quarter (non-GAAP measure)
· Capital expenditures were $24 million, a 47% decrease compared to the prior year quarter
· Free Cash Flow after dividends was $93 million, a 91% increase compared to the prior year quarter (non-GAAP measure)
· Repurchased 1.9 million shares for $29 million

 

Full Year 2024 Highlights:

 

· Net Income was $401 million, or $0.83 per diluted share, an 8% per share increase compared to the prior year
· Adjusted EBITDA was $1.05 billion, a 6% increase compared to the prior year (non-GAAP measure)
· Capital expenditures were $161 million, a 13% decrease compared to the prior year
· Free Cash Flow after dividends was $250 million, a 61% increase compared to the prior year (non-GAAP measure)
· Leverage declined to below 3.0x as of December 31, 2024 (non-GAAP measure)

 

2025 Guidance Highlights:

 

· Net Income of $445 to $485 million, representing GAAP earnings of $0.92 to $1.00 per share
· Adjusted EBITDA of $1.08 to $1.12 billion, a 5% increase compared to 2024 at the midpoint (non-GAAP measure)
· Capital expenditures of $170 to $200 million
· Free Cash Flow after dividends of $250 to $300 million assuming an annualized dividend of $0.90 per share, a 10% increase compared to 2024 at the midpoint (non-GAAP measures)

 

Paul Rady, Chairman and CEO said, “Antero Midstream delivered an exceptional year in 2024 with throughput, Net Income, Adjusted EBITDA, and Free Cash Flow setting company records. This Free Cash Flow growth in 2024 provided us with the ability to internally finance an accretive bolt-on acquisition, reduce absolute debt, pay an attractive dividend and repurchase shares in 2024.”

 

Brendan Krueger, CFO of Antero Midstream, said “In 2024, Antero Midstream reduced its absolute debt by nearly $100 million and reduced leverage to under 3.0x. This absolute debt and leverage reduction positioned us to commence our share repurchase program during the fourth quarter of 2024, repurchasing $29 million of shares.”

 

Mr. Krueger added, “Looking ahead to 2025, we expect another year of increases in our EBITDA and Free Cash Flow after dividends. This positions us well for further debt reduction and increases in return of capital to shareholders.”

 

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

 

 


 

Share Repurchases

 

During the fourth quarter of 2024, Antero Midstream repurchased 1.9 million shares for $29 million. Antero Midstream had approximately $471 million of remaining capacity under its $500 million authorized share repurchase program as of December 31, 2024.

 

2025 Guidance

 

Antero Midstream is forecasting Net Income of $445 to $485 million and Adjusted Net Income (adjusted for amortization of customer relationships and effective tax rate impact) of $500 to $540 million. The Company is forecasting Adjusted EBITDA of $1.08 to $1.12 billion, which represents a 5% increase compared to 2024 at the midpoint. This Adjusted EBITDA growth is driven by low-single digit year-over-year throughput growth and inflation adjustments to Antero Midstream’s fixed fees. Antero Midstream expects to service 70 to 75 wells with its fresh water delivery system, with the wells having an average lateral length of approximately 13,200 feet. The Company’s 2025 guidance includes approximately $135 to $145 million of combined distributions from its interests in the processing and fractionation joint venture with MPLX, LP (the “Joint Venture”) and in Stonewall Gathering LLC (“Stonewall Joint Venture”).

 

Antero Midstream is forecasting a capital budget of $170 to $200 million. The midpoint of the 2025 capital budget includes approximately $85 million of investment in gathering and compression infrastructure for low pressure gathering connections and compression. Antero Midstream has budgeted an investment of $85 million for water infrastructure in 2025, primarily focused on the expansion to the southern Marcellus liquids-rich midstream corridor. This investment in wastewater blending and pipeline infrastructure creates one integrated water system in the Marcellus Shale, allowing for future capital efficient development across the entire liquids-rich midstream corridor. The Company is also budgeting $10 to $15 million of capital contributions to the Stonewall Joint Venture to increase its capacity.

 

Antero Midstream is forecasting Free Cash Flow before dividends of $690 to $730 million and Free Cash Flow after dividends of $250 to $300 million for 2025, assuming an annualized dividend of $0.90 per share. This represents a 10% increase in Free Cash Flow after dividends at the midpoint of guidance compared to 2024.

 

The following is a summary of Antero Midstream’s 2025 guidance ($ in millions, except per share amounts):

 

    Twelve Months Ended
December 31, 2025
 
    Low     High  
Net Income   $ 445     $ 485  
Adjusted Net Income     500       540  
Adjusted EBITDA     1,080       1,120  
Capital Expenditures     170       200  
Interest Expense     195       205  
Cash Taxes           10  
Free Cash Flow Before Dividends     690       730  
Dividend Per Share         $0.90      
Free Cash Flow After Dividends     250       300  

 

 


 

Fourth Quarter 2024 Financial Results

 

Low pressure gathering volumes for the fourth quarter of 2024 averaged 3,276 MMcf/d, a 3% decrease compared to the prior year quarter. Compression volumes for the fourth quarter of 2024 averaged 3,266 MMcf/d, a 2% decrease compared to the fourth quarter of 2023. High pressure gathering volumes averaged 3,045 MMcf/d, in line with the prior year quarter. Fresh water delivery volumes averaged 114 MBbl/d during the quarter, a 21% increase compared to the fourth quarter of 2023. The increase in fresh water delivery volumes was driven by an increase in completion activity by Antero Resources.

 

Gross processing volumes from the processing and fractionation Joint Venture averaged 1,622 MMcf/d for the fourth quarter of 2024, a 2% decrease compared to the prior year quarter. Joint Venture processing capacity was 100% utilized during the quarter based on nameplate processing capacity of 1.6 Bcf/d. Gross Joint Venture fractionation volumes averaged 40 MBbl/d, in line with 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
December 31,
       
Average Daily Volumes:   2023     2024     % Change  
Low Pressure Gathering (MMcf/d)     3,377       3,276       (3 )%
Compression (MMcf/d)     3,343       3,266       (2 )%
High Pressure Gathering (MMcf/d)     3,047       3,045        *  
Fresh Water Delivery (MBbl/d)     94       114       21 %
Gross Joint Venture Processing (MMcf/d)     1,649       1,622       (2 )%
Gross Joint Venture Fractionation (MBbl/d)     40       40        *  

 

* Not meaningful or applicable.

 

For the three months ended December 31, 2024, revenues were $287 million, comprised of $225 million from the Gathering and Processing segment and $62 million from the Water Handling segment, net of $18 million of amortization of customer relationships. Water Handling revenues include $25 million from wastewater handling and high rate water transfer services.

 

Direct operating expenses for the Gathering and Processing and Water Handling segments were $26 million and $30 million, respectively, for a total of $56 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 $9 million during the fourth quarter of 2024. Total operating expenses during the fourth quarter of 2024 included $11 million of equity-based compensation expense and $33 million of depreciation expense.

 

Net Income was $111 million, or $0.23 per diluted share, a 10% per share increase compared to the prior year quarter. Net Income adjusted for amortization of customer relationships, impairment of property and equipment, loss on settlement of asset retirement obligations, and gain on asset sale, net of tax effects of reconciling items, or Adjusted Net Income, was $124 million. Adjusted Net Income was $0.26 per diluted share, an 8% per share increase compared to the prior year quarter.

 

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

 

    Three Months Ended
December 31,
 
    2023     2024  
Net Income   $ 100,447       111,189  
Amortization of customer relationships     17,668       17,668  
Impairment of property and equipment     146        
Loss on settlement of asset retirement obligations     185        
Gain on asset sale     (6 )     (183 )
Tax effect of reconciling items(1)     (4,657 )     (4,574 )
Adjusted Net Income   $ 113,783       124,100  

 

(1) The statutory tax rate for each of the three months ended December 31, 2023 and 2024 was approximately 26%.

 

 


 

Adjusted EBITDA was $274 million, an 8% increase compared to the prior year quarter. Interest expense was $50 million, a 4% decrease compared to the prior year quarter, driven primarily by lower outstanding average total debt. Capital expenditures were $24 million, a 47% decrease compared to the fourth quarter of 2023. Free Cash Flow before dividends was $201 million, a 28% increase compared to the prior year quarter. Free Cash Flow after dividends was $93 million, a 91% 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
December 31,
 
    2023     2024  
Net Income   $ 100,447       111,189  
Interest expense, net     52,000       49,721  
Income tax expense     30,865       44,603  
Depreciation expense     34,885       32,795  
Amortization of customer relationships     17,668       17,668  
Gain on asset sale     (6 )     (183 )
Accretion of asset retirement obligations     44       49  
Impairment of property and equipment     146        
Loss on settlement of asset retirement obligations     185        
Equity-based compensation     8,431       11,461  
Equity in earnings of unconsolidated affiliates     (27,631 )     (27,778 )
Distributions from unconsolidated affiliates     36,935       34,749  
Adjusted EBITDA   $ 253,969       274,274  
Interest expense, net     (52,000 )     (49,721 )
Capital expenditures (accrual-based)     (45,536 )     (24,011 )
Free Cash Flow before dividends   $ 156,433       200,542  
Dividends declared (accrual-based)     (107,941 )     (107,735 )
Free Cash Flow after dividends   $ 48,492       92,807  

 

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

 

    Three Months Ended
December 31,
 
    2023     2024  
Net cash provided by operating activities   $ 208,321       232,691  
Amortization of deferred financing costs     (1,516 )     (1,283 )
Settlement of asset retirement obligations     389       282  
Income tax expense     30,865       44,603  
Deferred income tax expense     (37,242 )     (44,603 )
Changes in working capital     1,152       (7,137 )
Capital expenditures (accrual-based)     (45,536 )     (24,011 )
Free Cash Flow before dividends   $ 156,433       200,542  
Dividends declared (accrual-based)     (107,941 )     (107,735 )
Free Cash Flow after dividends   $ 48,492       92,807  

 

Fourth Quarter 2024 Operating Update

 

During the fourth quarter of 2024, Antero Midstream connected 5 wells to its gathering system and serviced 16 wells with its fresh water delivery system.

 

 


 

Capital Investments

 

Capital expenditures were $24 million during the fourth quarter of 2024. The Company invested $17 million in gathering and compression, $6 million in water infrastructure, and $1 million in the Stonewall Joint Venture.

 

Conference Call

 

A conference call is scheduled on Thursday, February 13, 2025 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, February 20, 2025 at 10:00 am MT at 877-660-6853 (U.S.) or 201-612-7415 (International) using the conference ID: 13750393. 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, February 20, 2025 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, impairment of property and equipment, loss on early extinguishment of debt, 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 net interest expense, income tax expense, depreciation expense, amortization of customer relationships, loss (gain) on asset sale, accretion of asset retirement obligations, impairment of property and equipment, loss on early extinguishment of debt, 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 net interest expense 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 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
December 31,
 
    2023     2024  
Capital expenditures (as reported on a cash basis)   $ 53,708       39,840  
Change in accrued capital costs     (8,172 )     (15,829 )
Capital expenditures (accrual basis)   $ 45,536       24,011  

 

Antero Midstream defines net debt as consolidated total debt, excluding unamortized debt premiums and debt issuance costs, less cash and cash equivalents (“Net Debt”). 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 Net Debt as used in this release (in thousands):

 

    December 31,  
    2023     2024  
Bank credit facility   $ 630,100       484,300  
7.875% senior notes due 2026     550,000        
5.75% senior notes due 2027     650,000       650,000  
5.75% senior notes due 2028     650,000       650,000  
5.375% senior notes due 2029     750,000       750,000  
6.625% senior notes due 2032           600,000  
Consolidated total debt   $ 3,230,100       3,134,300  
Less: Cash and cash equivalents     66        
Consolidated net debt   $ 3,230,034       3,134,300  

 

The following table reconciles Net Income to Adjusted EBITDA and Free Cash Flow for the years ended December 31, 2023 and 2024 as used in this release (in thousands):

 

    Twelve Months Ended
December 31,
 
    2023     2024  
Net Income   $ 371,786       400,892  
Interest expense, net     217,245       207,027  
Income tax expense     128,287       147,729  
Depreciation expense     136,059       140,000  
Amortization of customer relationships     70,672       70,672  
Impairment of property and equipment     146       332  
Loss on asset sale     6,030       723  
Accretion of asset retirement obligations     177       189  
Loss on settlement of asset retirement obligations     805        
Loss on early extinguishment of debt           14,091  
Equity-based compensation     31,606       44,332  
Equity in earnings of unconsolidated affiliates     (105,456 )     (110,573 )
Distributions from unconsolidated affiliates     131,835       135,660  
Adjusted EBITDA   $ 989,192       1,051,074  
Interest expense, net     (217,245 )     (207,027 )
Capital expenditures (accrual-based)     (184,994 )     (161,324 )
Free Cash Flow before dividends   $ 586,953       682,723  
Dividends declared (accrual-based)     (431,727 )     (432,596 )
Free Cash Flow after dividends   $ 155,226       250,127  

 

 


 

The following table reconciles net cash provided by operating activities to Free Cash Flow before and after dividends for the years ended December 31, 2023 and 2024 as used in this release (in thousands):

 

    Twelve Months Ended
December 31,
 
    2023     2024  
Net cash provided by operating activities   $ 779,063       843,994  
Amortization of deferred financing costs     (5,979 )     (6,004 )
Settlement of asset retirement obligations     1,258       795  
Income tax expense     128,287       147,729  
Deferred income tax expense     (134,664 )     (147,729 )
Changes in working capital     3,982       5,262  
Capital expenditures (accrual-based)     (184,994 )     (161,324 )
Free Cash Flow before dividends   $ 586,953       682,723  
Dividends declared (accrual-based)     (431,727 )     (432,596 )
Free Cash Flow after dividends   $ 155,226       250,127  

 

Antero Midstream has not included a reconciliation of Adjusted Net Income, Adjusted EBITDA and Free Cash Flow before and after dividends to the nearest GAAP financial measures for 2025 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 such measures and Net Income (in millions):

 

    Twelve Months Ended
December 31, 2025
 
    Low     High  
Depreciation expense   $ 130     $ 140  
Equity based compensation expense     40       45  
Amortization of customer relationships     70       75  
Distributions from unconsolidated affiliates     135       145  

 

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, Antero Resources’ expected production and development plan, natural gas, NGLs and oil prices, Antero Midstream’s ability to realize the anticipated benefits of its investments in unconsolidated affiliates, 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, impacts of geopolitical and world health events, 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 "Risk Factors" in Antero Midstream's Annual Report on Form 10-K for the year ended December 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

Consolidated Balance Sheets

(In thousands, except per share amounts)

 

    December 31,  
    2023     2024  
Assets
Current assets:                
Cash and cash equivalents   $ 66        
Accounts receivable–Antero Resources     88,610       115,180  
Accounts receivable–third party     952       832  
Other current assets     1,500       2,052  
Total current assets     91,128       118,064  
Long-term assets:                
Property and equipment, net     3,793,523       3,881,621  
Investments in unconsolidated affiliates     626,650       603,956  
Customer relationships     1,215,431       1,144,759  
Other assets, net     10,886       13,348  
Total assets   $ 5,737,618       5,761,748  
                 
Liabilities and Stockholders' Equity                
Current liabilities:                
Accounts payable–Antero Resources   $ 4,457       4,114  
Accounts payable–third party     10,499       12,308  
Accrued liabilities     80,630       83,555  
Other current liabilities     831       635  
Total current liabilities     96,417       100,612  
Long-term liabilities:                
Long-term debt     3,213,216       3,116,958  
Deferred income tax liability, net     265,879       413,608  
Other     10,375       15,399  
Total liabilities     3,585,887       3,646,577  
Stockholders' equity:                
Preferred stock, $0.01 par value: 100,000 authorized as of December 31, 2023 and December 31, 2024                
Series A non-voting perpetual preferred stock; 12 designated and 10 issued and outstanding as of December 31, 2023 and December 31, 2024            
Common stock, $0.01 par value; 2,000,000 authorized; 479,713 and 479,422 issued and outstanding as of December 31, 2023 and December 31, 2024, respectively     4,797       4,794  
Additional paid-in capital     2,046,487       2,019,830  
Retained earnings     100,447       90,547  
Total stockholders' equity     2,151,731       2,115,171  
Total liabilities and stockholders' equity   $ 5,737,618       5,761,748  

 

 


 

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In thousands, except per share amounts)

 

    Three Months Ended December 31,  
    2023     2024  
Revenue:            
Gathering and compression–Antero Resources   $ 216,726       234,630  
Water handling–Antero Resources     60,627       70,053  
Water handling–third party     485       462  
Amortization of customer relationships     (17,668 )     (17,668 )
Total revenue     260,170       287,477  
Operating expenses:                
Direct operating     50,783       55,925  
General and administrative (including $8,431 and $11,461 of equity-based compensation in 2023 and 2024, respectively)     17,926       20,774  
Facility idling     526       382  
Depreciation     34,885       32,795  
Impairment of property and equipment     146        
Accretion of asset retirement obligations     44       49  
Loss on settlement of asset retirement obligations     185        
Gain on asset sale     (6 )     (183 )
Total operating expenses     104,489       109,742  
Operating income     155,681       177,735  
Other income (expense):                
Interest expense, net     (52,000 )     (49,721 )
Equity in earnings of unconsolidated affiliates     27,631       27,778  
Total other expense     (24,369 )     (21,943 )
Income before income taxes     131,312       155,792  
Income tax expense     (30,865 )     (44,603 )
Net income and comprehensive income   $ 100,447       111,189  
                 
Net income per common share–basic   $ 0.21       0.23  
Net income per common share–diluted   $ 0.21       0.23  
                 
Weighted average common shares outstanding:                
Basic     479,709       480,991  
Diluted     483,733       486,133  

 

 


 

ANTERO MIDSTREAM CORPORATION

Selected Operating Data (Unaudited)

 

                Amount of        
    Three Months Ended December 31,     Increase     Percentage  
    2023     2024     or Decrease     Change  
Operating Data:                                
Gathering—low pressure (MMcf)     310,705       301,418       (9,287 )     (3 )%
Compression (MMcf)     307,511       300,453       (7,058 )     (2 )%
Gathering—high pressure (MMcf)     280,287       280,115       (172 )     *  
Fresh water delivery (MBbl)     8,627       10,476       1,849       21 %
Other fluid handling (MBbl)     5,205       4,659       (546 )     (10 )%
Wells serviced by fresh water delivery     15       16       1       7 %
Gathering—low pressure (MMcf/d)     3,377       3,276       (101 )     (3 )%
Compression (MMcf/d)     3,343       3,266       (77 )     (2 )%
Gathering—high pressure (MMcf/d)     3,047       3,045       (2 )     *  
Fresh water delivery (MBbl/d)     94       114       20       21 %
Other fluid handling (MBbl/d)     57       51       (6 )     (11 )%
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       0.23       0.02       10 %
Average fresh water delivery fee ($/Bbl)   $ 4.22       4.31       0.09       2 %
Joint Venture Operating Data:                                
Processing—Joint Venture (MMcf)     151,727       149,266       (2,461 )     (2 )%
Fractionation—Joint Venture (MBbl)     3,680       3,680             *  
Processing—Joint Venture (MMcf/d)     1,649       1,622       (27 )     (2 )%
Fractionation—Joint Venture (MBbl/d)     40       40             *  

 

 

* Not meaningful or applicable.

(1) The average realized fees for the three months ended December 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 December 31, 2024  
    Gathering and     Water           Consolidated  
    Processing     Handling     Unallocated     Total  
Revenues:                        
Revenue–Antero Resources   $ 234,630       70,053             304,683  
Revenue–third-party           462             462  
Amortization of customer relationships     (9,272 )     (8,396 )           (17,668 )
Total revenues     225,358       62,119             287,477  
Operating expenses:                                
Direct operating     26,204       29,721             55,925  
General and administrative (excluding equity-based compensation)     6,974       1,537       802       9,313  
Equity-based compensation     9,194       2,018       249       11,461  
Facility idling           382             382  
Depreciation     18,737       14,058             32,795  
Accretion of asset retirement obligations           49             49  
Gain on asset sale           (183 )           (183 )
Total operating expenses     61,109       47,582       1,051       109,742  
Operating income     164,249       14,537       (1,051 )     177,735  
Other income (expense):                                
Interest expense, net                 (49,721 )     (49,721 )
Equity in earnings of unconsolidated affiliates     27,778                   27,778  
Total other income (expense)     27,778             (49,721 )     (21,943 )
Income before income taxes     192,027       14,537       (50,772 )     155,792  
Income tax expense                 (44,603 )     (44,603 )
Net income and comprehensive income   $ 192,027       14,537       (95,375 )     111,189  

 

 


 

ANTERO MIDSTREAM CORPORATION

Consolidated Statements of Cash Flows

(In thousands)

 

    Year Ended December 31,  
    2022     2023     2024  
Cash flows provided by (used in) operating activities:                        
Net income   $ 326,242       371,786       400,892  
Adjustments to reconcile net income to net cash provided by operating activities:                        
Depreciation     131,762       136,059       140,000  
Accretion of asset retirement obligations     222       177       189  
Impairment of property and equipment     3,702       146       332  
Deferred income tax expense     117,494       134,664       147,729  
Equity-based compensation     19,654       31,606       44,332  
Equity in earnings of unconsolidated affiliates     (94,218 )     (105,456 )     (110,573 )
Distributions from unconsolidated affiliates     120,460       131,835       135,660  
Amortization of customer relationships     70,672       70,672       70,672  
Amortization of deferred financing costs     5,716       5,979       6,004  
Settlement of asset retirement obligations     (5,454 )     (1,258 )     (795 )
Loss on settlement of asset retirement obligations     539       805        
Loss (gain) on asset sale     (2,251 )     6,030       723  
Loss on early extinguishment of debt                 14,091  
Changes in assets and liabilities:                        
Accounts receivable–Antero Resources     (3,354 )     (2,458 )     (26,571 )
Accounts receivable–third party     723       359       748  
Income tax receivable           940        
Other current assets     (313 )     (2,041 )     (781 )
Accounts payable–Antero Resources     782       (1,267 )     (54 )
Accounts payable–third party     7,973       (7,766 )     3,722  
Accrued liabilities     (747 )     8,251       17,674  
Net cash provided by operating activities     699,604       779,063       843,994  
Cash flows provided by (used in) investing activities:                        
Additions to gathering systems, facilities and other     (227,561 )     (130,305 )     (141,832 )
Additions to water handling systems     (71,363 )     (53,428 )     (30,515 )
Additional investments in unconsolidated affiliate           (262 )     (2,393 )
Return of investment in unconsolidated affiliate     17,000              
Acquisition of gathering systems and facilities     (216,726 )     (266 )     (69,992 )
Cash received in asset sales     5,726       1,087       1,342  
Change in other assets     (98 )     (32 )     (2 )
Change in other liabilities     (804 )           659  
Net cash used in investing activities     (493,826 )     (183,206 )     (242,733 )
Cash flows provided by (used in) financing activities:                        
Dividends to common stockholders     (432,825 )     (434,846 )     (437,634 )
Dividends to preferred stockholders     (550 )     (550 )     (550 )
Repurchases of common stock                 (28,690 )
Issuance of Senior Notes                 600,000  
Redemption of Senior Notes                 (560,862 )
Payments of deferred financing costs     (302 )           (12,793 )
Borrowings on Credit Facility     1,269,300       1,037,700       1,565,000  
Repayments on Credit Facility     (1,034,500 )     (1,189,600 )     (1,710,800 )
Employee tax withholding for settlement of equity-based compensation awards     (6,901 )     (8,495 )     (14,998 )
Net cash used in financing activities     (205,778 )     (595,791 )     (601,327 )
Net increase (decrease) in cash and cash equivalents           66       (66 )
Cash and cash equivalents, beginning of period                 66  
Cash and cash equivalents, end of period   $       66        
                         
Supplemental disclosure of cash flow information:                        
Cash paid during the period for interest   $ 183,079       213,955       189,908  
Cash received during the period for income taxes   $       9,626       104  
Increase (decrease) in accrued capital expenditures and accounts payable for property and equipment   $ (17,003 )     1,288       (13,416 )