DENVER, Oct. 31, 2018 /PRNewswire/ -- Antero Midstream
Partners LP (NYSE: AM) ("Antero Midstream" or the
"Partnership") and Antero Midstream GP LP (NYSE: AMGP)
("AMGP") today released their third quarter 2018 financial and
operating results. The relevant condensed consolidated
financial statements are included in Antero Midstream's and AMGP's
Quarterly Reports on Form 10-Q for the quarter ended
September 30, 2018, which have been
filed with the Securities and Exchange Commission.
Antero Midstream Third Quarter 2018 Highlights
Include:
- Net income increased by 48% to $120
million compared to the prior year quarter, or $0.44 per limited partner unit
- Adjusted EBITDA increased by 46% to $186 million compared to the prior year
quarter
- Distributable Cash Flow increased by 52% to $157 million compared to the prior year quarter,
resulting in DCF coverage of 1.3x
- Increased distribution for the 15th consecutive quarter to
$0.44 per unit, achieving 29% growth
on an annualized basis
- Achieved record gathering, compression, processing and
fractionation volumes
- Net Debt to trailing twelve months Adjusted EBITDA was
2.3x
AMGP Third Quarter 2018 Highlights Include:
- Net income increased by 485% to $18
million compared to the prior year quarter, or $0.09 per common share
- Distributable Cash Flow increased by 144% to $27 million compared to the prior year
quarter
- Increased distribution for the 5th consecutive quarter to
$0.144 per share, achieving 144%
growth on an annualized basis
- Antero Midstream and AMGP entered into a definitive
agreement to simplify the corporate structure with AMGP acquiring
all outstanding common units of Antero Midstream and converting to
a C-corp
Commenting on the third quarter 2018 results, Paul Rady, Chairman and CEO said, "Antero
Midstream achieved another milestone during the quarter, with
gathering volumes surpassing 2 Bcf/d for the first time in the
Partnership's history. This is a particularly impressive
achievement since commencing gathering operations in 2012 and is a
testament to our organic growth strategy, as well as the consistent
development and strength of our sponsor, Antero Resources."
Mr. Rady further added, "In addition to our operational success,
we recently announced a transaction that simplifies the corporate
structure of the midstream business in an immediately accretive
transaction to both Antero Midstream and AMGP that we believe is a
win-win-win across the Antero family. While the corporate structure
is expected to change, our organic growth strategy and integration
with Antero Resources remain unchanged. We believe this is the best
way to continue delivering value to our equity holders and we
remain focused on executing our five year development and
infrastructure plans."
Recent Developments
Antero Midstream Simplification Transaction
On October 9, 2018, Antero
Midstream and AMGP announced that they entered into a definitive
agreement for AMGP to acquire all outstanding Antero Midstream
common units in a stock and cash transaction. The transaction
results in the elimination of the outstanding incentive
distribution rights ("IDRs") and simplifies the structure of the
midstream business into one publicly-traded corporation ("New
AM"). New AM will be a corporation for both tax and
governance purposes with a majority of independent directors upon
closing. Importantly, the transaction is estimated to reduce
AMGP's tax payments from 2019 through 2022 by approximately
$375 million, with New AM not
expected to pay material federal and state income taxes through at
least 2024. These tax savings, combined with the elimination of the
IDRs, is expected to result in double digit accretion for both AMGP
and AM on a Distributable Cash Flow per share and per unit basis,
respectively. In addition, AM public unitholders will receive a 3%
increase on their existing per unit distribution targets and growth
rates through 2022, assuming unitholders elect to receive all
equity consideration. For further details and transaction merits,
please visit the investor relations section of Antero Midstream's
and AMGP's websites, which includes a press release and
accompanying presentation relating to the transaction.
Additionally, as part of the midstream simplification transaction,
Antero Midstream exercised the accordion feature on its revolving
credit facility, increasing total borrowing capacity from
$1.5 billion to $2.0 billion.
For a discussion of the non-GAAP financial measures Adjusted
EBITDA, Distributable Cash Flow, and Net Debt please see "Non-GAAP
Financial Measures."
Antero Midstream Third Quarter Financial Results
Low pressure gathering volumes for the third quarter of 2018
averaged 2,166 MMcf/d, a 37% increase as compared to the prior year
quarter. Compression volumes for the third quarter of 2018
averaged 1,756 MMcf/d, a 45% increase as compared to the third
quarter of 2017. High pressure gathering volumes for the
third quarter of 2018 averaged 2,173 MMcf/d, a 13% increase over
the third quarter of 2017. The increase in gathering and
compression volumes to Partnership record levels was driven by
production growth from Antero Resources in Antero Midstream's area
of dedication. Fresh water delivery volumes averaged a 195
MBbl/d during the quarter, a 37% increase compared to the third
quarter of 2017, driven by increased completion stages. Antero
Midstream treated 12 MBbl/d of wastewater at the Antero Clearwater
Facility during the third quarter.
Gross processing volumes from the 50/50 processing and
fractionation joint venture with MarkWest (a wholly-owned
subsidiary of MPLX) (the "Joint Venture") averaged 606 MMcf/d for
the third quarter of 2018, an increase of 65% compared to the prior
year quarter. The three Sherwood
Joint Venture plants operated at over 100% utilization for
the quarter. Gross Joint Venture fractionation volumes
averaged 17,365 Bbl/d, a 170% increase compared to the prior year
quarter. The increase in processing and fractionation volumes is
primarily driven by an increase in Antero Resources' rich gas and
C3+ NGL production volumes.
|
|
Three Months
Ended
September
30,
|
|
|
|
|
|
|
|
|
%
|
Average Daily
Volumes:
|
|
2017
|
|
2018
|
|
Change
|
Low Pressure Gathering
(MMcf/d)
|
|
1,586
|
|
2,166
|
|
37%
|
Compression
(MMcf/d)
|
|
1,207
|
|
1,756
|
|
45%
|
High Pressure
Gathering (MMcf/d)
|
|
1,918
|
|
2,173
|
|
13%
|
Fresh Water Delivery
(MBbl/d)
|
|
142
|
|
195
|
|
37%
|
Clearwater Treatment
Volumes (MBbl/d)
|
|
—
|
|
12
|
|
*
|
Gross Joint Venture
Processing (MMcf/d)
|
|
368
|
|
606
|
|
65%
|
Gross Joint Venture
Fractionation (Bbl/d)
|
|
6,431
|
|
17,365
|
|
170%
|
For the three months ended September 30,
2018, the Partnership reported revenues of $266 million, comprised of $133 million from the Gathering and Processing
segment and $133 million from the
Water Handling and Treatment segment. Revenues increased 37%
compared to the prior year quarter, driven by growth in gathering,
compression and fresh water delivery volumes. Water Handling and
Treatment segment revenues include $5
million from wastewater treatment at the Antero Clearwater
Facility and $60 million from
wastewater handling and high rate water transfer services, which
are billed at cost plus 3%.
Direct operating expenses for the Gathering and Processing, and
Water Handling and Treatment segments were $12 million and $69
million, respectively, for a total of $81 million, compared to $63 million in direct operating expenses in the
prior year quarter. Water Handling and Treatment direct operating
expenses include $58 million from
wastewater handling and high rate water transfer services, which
are billed at cost plus 3%. General and administrative
expenses excluding equity-based compensation were $10 million during the third quarter of 2018, a
47% increase compared to the third quarter of 2017. The
increase in general and administrative expenses was driven by fees
incurred from the midstream simplification transaction and an
increase in the number of employees needed to support growing
operations. Total operating expenses were $140 million, including $38 million of depreciation, $1 million of impairment and $4 million of accretion of contingent acquisition
consideration and asset retirement obligations.
Net income for the third quarter of 2018 was $120 million, a 48% increase compared to the
prior year quarter. Net income per limited partner unit was
$0.44 per unit, a 33% increase
compared to the prior year quarter. Adjusted EBITDA was
$186 million, a 46% increase compared
to the prior year quarter. Adjusted EBITDA for the quarter
included $12 million in combined
distributions from Stonewall Gathering LLC and the processing and
fractionation Joint Venture. Cash interest paid was
$25 million. The decrease in cash
reserved for bond interest during the quarter was $9 million and cash reserved for payment of
income tax withholding upon vesting of Antero Midstream
equity-based compensation awards was $2
million. Maintenance capital expenditures during the quarter
totaled $11 million and Distributable
Cash Flow was $157 million, a 52%
increase over the prior year quarter, resulting in a DCF coverage
ratio of 1.3x.
The following table reconciles net income to Adjusted EBITDA and
Distributable Cash Flow as used in this release (in thousands):
|
|
Three Months Ended
September 30,
|
|
|
2017
|
|
2018
|
Net
income
|
|
$
|
80,893
|
|
119,764
|
Interest
expense
|
|
|
9,311
|
|
16,988
|
Impairment of property
and equipment expense
|
|
|
—
|
|
1,157
|
Depreciation
expense
|
|
|
30,556
|
|
38,456
|
Accretion of contingent
acquisition consideration
|
|
|
2,556
|
|
4,020
|
Accretion of asset
retirement obligations
|
|
|
—
|
|
33
|
Equity-based
compensation
|
|
|
7,199
|
|
4,528
|
Equity in earnings of
unconsolidated affiliates
|
|
|
(7,033)
|
|
(10,706)
|
Distributions from
unconsolidated affiliates
|
|
|
4,300
|
|
11,765
|
Adjusted
EBITDA
|
|
|
127,782
|
|
186,005
|
Interest
paid
|
|
|
(20,554)
|
|
(24,958)
|
Decrease in cash
reserved for bond interest (1)
|
|
|
8,831
|
|
8,734
|
Income tax withholding
upon vesting of Antero Midstream Partners LP equity-based
compensation awards (2)
|
|
|
(1,500)
|
|
(1,500)
|
Maintenance capital
expenditures (3)
|
|
|
(10,771)
|
|
(10,964)
|
Distributable Cash
Flow
|
|
$
|
103,788
|
|
157,317
|
|
|
|
|
|
|
Distributions
Declared to Antero Midstream Holders
|
|
|
|
|
|
Limited
Partners
|
|
$
|
63,454
|
|
82,302
|
Incentive distribution
rights
|
|
|
19,067
|
|
37,815
|
Total Aggregate
Distributions
|
|
$
|
82,521
|
|
120,117
|
|
|
|
|
|
|
DCF coverage
ratio
|
|
|
1.3x
|
|
1.3x
|
|
|
1)
|
Cash reserved for
bond interest expense on Antero Midstream's 5.375% senior notes
outstanding during the period that is paid on a semi-annual basis
on March 15th and September 15th of each
year.
|
2)
|
Estimate of current
period portion of expected cash payment for income tax withholding
attributable to vesting of Midstream LTIP equity-based compensation
awards to be paid in the fourth quarter.
|
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, Antero Midstream connected 73 wells to its gathering
system during the quarter. The Partnership's compression
capacity was approximately 80% utilized throughout the quarter.
Antero Resources is currently operating five drilling rigs on
Antero Midstream dedicated acreage.
In addition, the Joint Venture with MPLX continued construction
on Sherwood 10 and 11 processing plants, which are expected to be
placed online during the fourth quarter of 2018. During the third
quarter, the Joint Venture's 600MMcf/d of processing capacity was
fully utilized. The Joint Venture also continued construction on
the Hopedale 4 fractionation plant, which is expected to be placed
online by the end of the fourth quarter of 2018. By year-end 2018,
the Joint Venture expects to have 1.0 Bcf/d of gross processing
capacity and 40 MBbl/d of gross fractionation capacity.
Water Handling and Treatment — Antero
Midstream's Marcellus and Utica fresh water delivery systems
serviced 38 well completions during the third quarter of 2018, a
19% increase from the prior year quarter. Antero Resources
continued to improve completion efficiencies increasing from 5.0
stages per day in the prior quarter to 5.5 stages per day in the
third quarter. During the month of September, Antero Resources
averaged 6.0 stages per day. These efficiencies accelerated
completions scheduled for the fourth quarter of 2018 into the third
quarter and is expected to result in a sequential decrease in fresh
water delivery volumes in the fourth quarter. Antero Resources
operated four completion crews on Antero Midstream dedicated
acreage in the third quarter of 2018 and has reduced its completion
crews to three in the fourth quarter of 2018, driven by efficiency
gains the first three quarters of 2018.
Balance Sheet and Liquidity
As of September 30, 2018, Antero
Midstream had $875 million drawn on
its $1.5 billion bank credit
facility, resulting in $625 million
of liquidity. Antero Midstream's Net Debt to trailing twelve
months Adjusted EBITDA was 2.3x as of September 30, 2018. For a reconciliation of
consolidated Net Debt to consolidated total debt, the most
comparable GAAP measure, please read "Non-GAAP Financial
Measures."
Commenting on Antero Midstream's distribution growth and balance
sheet, Michael Kennedy, CFO of
Antero Midstream said, "Antero Midstream continued to deliver on
its 2018 plan, growing Adjusted EBITDA and Distributable Cash Flow
by 46% and 52%, respectively. This industry leading growth allowed
AM to increase its distribution by 29% while maintaining strong DCF
coverage of 1.3x and resulted in 144% year-over-year distribution
growth at AMGP. Importantly, AM continues to maintain a strong
balance sheet, with Net Debt to trailing twelve months Adjusted
EBITDA of 2.3x."
Capital Investments
Capital expenditures, excluding investments in the processing
and fractionation joint venture, were $150
million in the third quarter of 2018 as compared to
$147 million in the third quarter of
2017. Capital invested in gathering systems and related
facilities was $131 million and
capital invested in water handling and treatment assets was
$19 million. Investments in
unconsolidated affiliates for the Joint Venture were $35 million during the quarter.
AMGP Third Quarter 2018 Financial Results
AMGP's equity in earnings from Antero Midstream, which reflects
the cash distributions from Antero Midstream, was $38 million for the third quarter of 2018.
Net income for the quarter was $18
million. AMGP's cash distributions from Antero
Midstream were $36 million, net of
$2 million of total cash reserved and
distributed to Series B units of Antero IDR Holdings LLC. General
and administrative expenses were $2.3
million, including $1.8
million of special committee and legal advisory fees. The
provision and reserve for income taxes was $8.9 million, resulting in cash available for
distribution of $27 million. The 145%
increase in cash available for distribution compared to the third
quarter of 2017 is driven by an increase in cash distributions from
Antero Midstream.
The following table reconciles cash distributions from Antero
Midstream and AMGP cash distribution per common share as presented
in this release (in thousands):
|
|
Three Months
Ended
September 30,
2018
|
Cash distributions
from Antero Midstream Partners LP
|
|
$
|
37,816
|
Cash reserved for
distributions to unvested Series B units of IDR LLC
|
|
|
(1,195)
|
Cash distribution to
vested Series B units of IDR LLC
|
|
|
(598)
|
Cash distributions to
Antero Midstream GP LP
|
|
$
|
36,023
|
General and
administrative expenses
|
|
|
(2,229)
|
Interest
expense
|
|
|
(68)
|
Conflicts committee
legal and advisory fees included in G&A
expense(1)
|
|
|
1,826
|
Provision and reserve
for income taxes
|
|
|
(8,906)
|
Cash available for
distribution
|
|
$
|
26,646
|
|
|
|
|
DCF coverage
ratio
|
|
|
1.0x
|
|
|
|
|
Common shares
outstanding
|
|
|
186,219
|
|
|
|
|
Cash distribution
per common share
|
|
$
|
0.144
|
|
|
|
|
|
|
|
|
1)
|
Represents
non-recurring accrued legal and advisory fees associated with the
ongoing conflicts committee process as disclosed on February 26,
2018.
|
Conference Call
A joint conference call for Antero Midstream and AMGP is
scheduled on Thursday, November 1,
2018 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 at 1-888-347-8204 (U.S.), 1-855-669-9657
(Canada), or 1-412-902-4229
(International) and reference "Antero Midstream". A telephone
replay of the call will be available until Thursday, November 8, 2018 at 10:00 am MT at 1-844-512-2921 (U.S.) or
1-412-317-6671 (International) using the passcode 10123142.
Presentation
To access the live webcast and view the related earnings
conference call presentation, visit Antero Midstream's website at
www.anteromidstream.com or AMGP's website at
www.anteromidstreamgp.com. The webcast will be archived for
replay on Antero Midstream's website and AMGP's website until
Thursday, November 8, 2018 at
10:00 am MT. Information on
Antero Midstream's website and AMGP's website does not constitute a
portion of this press release.
Non-GAAP Financial Measures and Definitions
Antero Midstream uses Adjusted EBITDA as an important indicator
of the Partnership's performance. Antero Midstream defines
Adjusted EBITDA as net income before interest expense, impairment
expense, gain on sale of assets, 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 the Partnership'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 partnerships in the midstream energy sector,
without regard to financing or capital structure; and
- the viability of acquisitions and other capital expenditure
projects.
The Partnership defines Distributable Cash Flow as Adjusted
EBITDA less interest paid, income tax withholding payments and cash
reserved for payments of income tax withholding upon vesting of
equity-based compensation awards, cash reserved for bond interest
and ongoing maintenance capital expenditures paid. Antero Midstream
uses Distributable Cash Flow as a performance metric to compare the
cash generating performance of the Partnership from period to
period and to compare the cash generating performance for specific
periods to the cash distributions (if any) that are expected to be
paid to unitholders. 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
partnerships.
"Segment Adjusted EBITDA" is also used by our management team
for various purposes, including as a measure of operating
performance and as a basis for strategic planning and forecasting.
Segment Adjusted EBITDA is a non-GAAP financial measure that we
define as operating income before equity-based compensation
expense, interest expense, depreciation expense, gain on sale of
assets, impairment expense, accretion, excluding equity in earnings
of unconsolidated affiliates, and including cash distributions from
unconsolidated affiliates. Operating income is the most directly
comparable GAAP financial measure to Segment Adjusted EBITDA
because we do not account for interest expense on a segment
basis.
The Partnership 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
the Partnership'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,
2018
|
|
|
|
|
Bank credit
facility
|
|
$
|
875,000
|
5.375% AM senior
notes due 2024
|
|
|
650,000
|
Net unamortized debt
issuance costs
|
|
|
(8,146)
|
Consolidated total
debt
|
|
$
|
1,516,854
|
Cash and cash
equivalents
|
|
|
—
|
Consolidated net
debt
|
|
$
|
1,516,854
|
The following table reconciles net income to Adjusted EBITDA for
the twelve months ended September 30,
2018 as used in this release (in thousands):
|
|
Twelve Months
Ended
September 30,
2018
|
|
|
|
Net income
|
$
|
401,491
|
Interest expense
|
|
53,307
|
Impairment of property and equipment expense
|
|
29,202
|
Depreciation expense
|
|
138,279
|
Accretion of
contingent acquisition consideration
|
|
15,644
|
Accretion of asset
retirement obligations
|
|
101
|
Equity-based compensation
|
|
23,453
|
Equity in earnings of unconsolidated affiliate
|
|
(35,139)
|
Distributions from
unconsolidated affiliates
|
|
39,735
|
Gain on sale of asset
– Antero Resources
|
|
(583)
|
Adjusted
EBITDA
|
$
|
665,490
|
Antero Midstream is a limited partnership that owns, operates
and develops midstream gathering, compression, processing and
fractionation assets as well as integrated water assets that
primarily service Antero Resources Corporation's properties located
in West Virginia and Ohio. Holders of Antero Midstream common units
will receive a Schedule K-1 with respect to distributions received
on the common units.
AMGP is a Delaware limited
partnership that has elected to be classified as an entity taxable
as a corporation for U.S. federal income tax purposes.
Holders of AMGP common shares will receive a Form 1099 with respect
to distributions received on the common shares. AMGP owns the
general partner of Antero Midstream and indirectly owns the
incentive distribution rights in Antero Midstream.
This release includes "forward-looking statements" within the
meaning of federal securities laws. Such forward-looking
statements are subject to a number of risks and uncertainties, many
of which are beyond the Partnership's and AMGP's
control. All statements, other than historical facts included
in this release, are forward-looking statements. All
forward-looking statements speak only as of the date of this
release and are based upon a number of assumptions. Without
limiting the generality of the foregoing, forward-looking
statements contained in this press release specifically include the
timing of consummation of the simplification transaction, if at
all, statements regarding the transaction, the extent of the
accretion, if any, to AMGP shareholders and AM unitholders, that
the transaction will reduce AMGP's tax payments from 2019 through
2022 and that New AM does not expect to pay material cash taxes
through at least 2024. Although the Partnership and AMGP each
believe that the plans, intentions and expectations reflected in or
suggested by the forward-looking statements are reasonable, there
is no assurance that the assumptions underlying these
forward-looking statements will be accurate or the plans,
intentions or expectations expressed herein will be achieved.
For example, future acquisitions, dispositions or other
strategic transactions may materially impact the forecasted or
targeted results described in this release. Therefore, actual
outcomes and results could materially differ from what is
expressed, implied or forecast in such statements. Nothing in
this release is intended to constitute guidance with respect to
Antero Resources.
Antero Midstream and AMGP caution you that these
forward-looking statements are subject to all of the risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the Partnership's and AMGP's control, incident to
the gathering and processing and fresh water and waste water
treatment businesses. These risks include, but are not
limited to, the expected timing and likelihood of completion of the
transaction, including the ability to obtain requisite regulatory,
unitholder and shareholder approval and the satisfaction of the
other conditions to the consummation of the proposed transaction,
risks that the proposed transaction may not be consummated or the
benefits contemplated therefrom may not be realized, the cost
savings, tax benefits and any other synergies from the transaction
may not be fully realized or may take longer to realize than
expected, Antero Resources' expected future growth, Antero
Resources' ability to meet its drilling and development plan,
commodity price volatility, ability to execute the Partnership's
business strategy, competition and government regulations, actions
taken by third-party producers, operators, processors and
transporters, inflation, environmental risks, drilling and
completion and other operating risks, regulatory changes, the
uncertainty inherent in projecting future rates of production, cash
flow and access to capital, the timing of development expenditures,
and the other risks described under "Risk Factors" in Antero
Midstream's Annual Report on Form 10-K for the year ended
December 31, 2017.
No Offer or Solicitation
This communication discusses a previously announced proposed
business combination transaction between Antero Midstream and AMGP.
This communication is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, in any
jurisdiction, pursuant to the transaction or otherwise, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this document in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information And Where To Find It
In connection with the transaction, AMGP will file with the
U.S. Securities and Exchange Commission ("SEC") a registration
statement on Form S-4, that will include a joint proxy statement of
Antero Midstream and AMGP and a prospectus of AMGP. The transaction
will be submitted to Antero Midstream unitholders and AMGP
shareholders for their consideration. Antero Midstream and AMGP may
also file other documents with the SEC regarding the transaction.
The definitive joint proxy statement/prospectus will be sent to the
shareholders of AMGP and unitholders of Antero Midstream. This
document is not a substitute for the registration statement and
joint proxy statement/prospectus that will be filed with the SEC or
any other documents that AMGP or Antero Midstream may file with the
SEC or send to shareholders of AMGP or unitholders of Antero
Midstream in connection with the transaction. INVESTORS AND
SECURITY HOLDERS OF ANTERO MIDSTREAM AND AMGP ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the registration statement and the joint proxy
statement/prospectus (when available) and all other documents filed
or that will be filed with the SEC by AMGP or Antero Midstream
through the website maintained by the SEC at http://www.sec.gov.
Copies of documents filed with the SEC by Antero Midstream will be
made available free of charge on Antero Midstream's website at
http://investors.anteromidstream.com/investor-relations/AM, under
the heading "SEC Filings," or by directing a request to Investor
Relations, Antero Midstream Partners LP, 1615 Wynkoop Street,
Denver, Colorado 75219, Tel. No.
(303) 357-7310. Copies of documents filed with the SEC by AMGP will
be made available free of charge on AMGP's website at
http://investors.anteromidstreamgp.com/Investor-Relations/AMGP or
by directing a request to Investor Relations, Antero Midstream GP
LP, 1615 Wynkoop Street, Denver,
Colorado 75219, Tel. No. (303) 357-7310.
Participants In The Solicitation
Antero Resources, AMGP, Antero Midstream and the directors
and executive officers of AMGP and Antero Midstream's respective
general partners and of Antero Resources may be deemed to be
participants in the solicitation of proxies in respect to the
proposed transaction.
Information regarding the directors and executive officers of
Antero Midstream's general partner is contained in Antero
Midstream's 2018 Annual Report on Form 10-K filed with the SEC on
February 13, 2018, and certain of its
Current Reports on Form 8-K. You can obtain a free copy of this
document at the SEC's website at http://www.sec.gov or by accessing
Antero Midstream's website at http://www.anteromidstream.com.
Information regarding the executive officers and directors of
AMGP's general partner is contained in AMGP's 2018 Annual Report on
Form 10-K filed with the SEC on February 13,
2018 and certain of its Current Reports on Form 8-K. You can
obtain a free copy of this document at the SEC's website at
www.sec.gov or by accessing AMGP's website at
http://www.anteromidstream.com. Information regarding the executive
officers and directors of Antero Resources is contained in Antero
Resources' 2018 Annual Report on Form 10-K filed with the SEC on
February 13, 2018 and certain of its
Current Reports on Form 8-K. You can obtain a free copy of this
document at the SEC's website at www.sec.gov or by accessing Antero
Resources' website at http://www.anteroresources.com.
Investors may obtain additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of this document as
described above.
For more information, contact Michael
Kennedy – CFO of Antero Midstream and AMGP at (303) 357-6782
or mkennedy@anteroresources.com.
ANTERO MIDSTREAM
PARTNERS LP
|
Condensed
Consolidated Balance Sheets
|
December 31, 2017 and September 30,
2018
|
(Unaudited)
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017
|
|
September 30,
2018
|
|
Assets
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
8,363
|
|
|
—
|
|
Accounts
receivable–Antero Resources
|
|
|
110,182
|
|
|
115,905
|
|
Accounts
receivable–third party
|
|
|
1,170
|
|
|
16,586
|
|
Prepaid
expenses
|
|
|
670
|
|
|
1,474
|
|
Total current
assets
|
|
|
120,385
|
|
|
133,965
|
|
Property and
equipment, net
|
|
|
2,605,602
|
|
|
2,873,874
|
|
Investments in
unconsolidated affiliates
|
|
|
303,302
|
|
|
392,893
|
|
Other assets,
net
|
|
|
12,920
|
|
|
14,096
|
|
Total
assets
|
|
$
|
3,042,209
|
|
|
3,414,828
|
|
|
|
|
|
|
|
|
|
Liabilities and
Partners' Capital
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable–Antero Resources
|
|
$
|
6,459
|
|
|
3,758
|
|
Accounts payable–third
party
|
|
|
8,642
|
|
|
15,656
|
|
Accrued
liabilities
|
|
|
106,006
|
|
|
88,258
|
|
Other current
liabilities
|
|
|
209
|
|
|
215
|
|
Total current
liabilities
|
|
|
121,316
|
|
|
107,887
|
|
Long-term
liabilities:
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
1,196,000
|
|
|
1,516,854
|
|
Contingent acquisition
consideration
|
|
|
208,014
|
|
|
219,855
|
|
Asset retirement
obligations
|
|
|
—
|
|
|
3,148
|
|
Other
|
|
|
410
|
|
|
2,522
|
|
Total
liabilities
|
|
|
1,525,740
|
|
|
1,850,266
|
|
|
|
|
|
|
|
|
|
Partners'
capital:
|
|
|
|
|
|
|
|
Common unitholders -
public (88,059 and 88,175 units issued and outstanding at
December 31, 2017 and September 30, 2018,
respectively)
|
|
|
1,708,379
|
|
|
1,726,112
|
|
Common unitholder -
Antero Resources (98,870 units issued and outstanding at
December 31, 2017 and September 30, 2018)
|
|
|
(215,682)
|
|
|
(199,365)
|
|
General
partner
|
|
|
23,772
|
|
|
37,815
|
|
Total partners'
capital
|
|
|
1,516,469
|
|
|
1,564,562
|
|
Total liabilities and
partners' capital
|
|
$
|
3,042,209
|
|
|
3,414,828
|
|
ANTERO MIDSTREAM
PARTNERS LP
|
Condensed
Consolidated Statements of Operations and Comprehensive
Income
|
Three Months Ended
September 30, 2017 and 2018
|
(Unaudited)
|
(In thousands, except
per unit amounts)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
2017
|
|
2018
|
|
Revenue:
|
|
|
|
|
|
|
|
Gathering and
compression–Antero Resources
|
|
$
|
100,518
|
|
|
133,202
|
|
Water handling and
treatment–Antero Resources
|
|
|
93,111
|
|
|
132,898
|
|
Water handling and
treatment–third party
|
|
|
—
|
|
|
105
|
|
Total
revenue
|
|
|
193,629
|
|
|
266,205
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
63,030
|
|
|
81,475
|
|
General and
administrative (including $7,199 and $4,528 of equity-based
compensation in 2017 and 2018, respectively)
|
|
|
14,316
|
|
|
15,018
|
|
Impairment of property
and equipment
|
|
|
—
|
|
|
1,157
|
|
Depreciation
|
|
|
30,556
|
|
|
38,456
|
|
Accretion of
contingent acquisition consideration
|
|
|
2,556
|
|
|
4,020
|
|
Accretion of asset
retirement obligations
|
|
|
—
|
|
|
33
|
|
Total operating
expenses
|
|
|
110,458
|
|
|
140,159
|
|
Operating
income
|
|
|
83,171
|
|
|
126,046
|
|
Interest expense,
net
|
|
|
(9,311)
|
|
|
(16,988)
|
|
Equity in earnings of
unconsolidated affiliates
|
|
|
7,033
|
|
|
10,706
|
|
Net income and
comprehensive income
|
|
|
80,893
|
|
|
119,764
|
|
Net income
attributable to incentive distribution rights
|
|
|
(19,067)
|
|
|
(37,816)
|
|
Limited partners'
interest in net income
|
|
$
|
61,826
|
|
|
81,948
|
|
|
|
|
|
|
|
|
|
Net income per
limited partner unit–basic and diluted
|
|
$
|
0.33
|
|
|
0.44
|
|
|
|
|
|
|
|
|
|
Weighted average
limited partner units outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
|
186,581
|
|
|
187,044
|
|
Diluted
|
|
|
187,145
|
|
|
187,502
|
|
ANTERO MIDSTREAM
PARTNERS LP
|
Condensed
Consolidated Results of Segment Operations
|
Three Months Ended
September 30, 2017 and 2018
|
(Unaudited)
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water
|
|
|
|
|
|
|
Gathering and
|
|
Handling
and
|
|
Consolidated
|
|
|
|
Processing
|
|
Treatment
|
|
Total
|
|
Three months ended
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Revenue–Antero
Resources
|
|
$
|
100,518
|
|
|
93,111
|
|
|
193,629
|
|
Total
revenues
|
|
|
100,518
|
|
|
93,111
|
|
|
193,629
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
10,560
|
|
|
52,470
|
|
|
63,030
|
|
General and
administrative (before equity-based compensation)
|
|
|
4,225
|
|
|
2,892
|
|
|
7,117
|
|
Equity-based
compensation
|
|
|
5,111
|
|
|
2,088
|
|
|
7,199
|
|
Depreciation
|
|
|
21,803
|
|
|
8,753
|
|
|
30,556
|
|
Accretion of
contingent acquisition consideration
|
|
|
—
|
|
|
2,556
|
|
|
2,556
|
|
Total
expenses
|
|
|
41,699
|
|
|
68,759
|
|
|
110,458
|
|
Operating
income
|
|
$
|
58,819
|
|
|
24,352
|
|
|
83,171
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment and
consolidated Adjusted EBITDA
|
|
$
|
90,033
|
|
|
37,749
|
|
|
127,782
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Revenue–Antero
Resources
|
|
$
|
133,202
|
|
|
132,898
|
|
|
266,100
|
|
Revenue–third-party
|
|
|
—
|
|
|
105
|
|
|
105
|
|
Total
revenues
|
|
|
133,202
|
|
|
133,003
|
|
|
266,205
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
12,317
|
|
|
69,158
|
|
|
81,475
|
|
General and
administrative (before equity-based compensation)
|
|
|
8,117
|
|
|
2,373
|
|
|
10,490
|
|
Equity-based
compensation
|
|
|
3,666
|
|
|
862
|
|
|
4,528
|
|
Impairment of property
and equipment
|
|
|
1,157
|
|
|
—
|
|
|
1,157
|
|
Depreciation
|
|
|
25,830
|
|
|
12,626
|
|
|
38,456
|
|
Accretion of
contingent acquisition consideration
|
|
|
—
|
|
|
4,020
|
|
|
4,020
|
|
Accretion of asset
retirement obligations
|
|
|
—
|
|
|
33
|
|
|
33
|
|
Total
expenses
|
|
|
51,087
|
|
|
89,072
|
|
|
140,159
|
|
Operating
income
|
|
$
|
82,115
|
|
|
43,931
|
|
|
126,046
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment and
consolidated Adjusted EBITDA
|
|
$
|
124,533
|
|
|
61,472
|
|
|
186,005
|
|
ANTERO MIDSTREAM
PARTNERS LP
|
Selected Operating
Data
|
Three Months Ended
September 30, 2017 and 2018
|
(Unaudited)
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
Amount
of
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Increase
|
|
Percentage
|
|
|
|
2017
|
|
2018
|
|
(Decrease)
|
|
Change
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue–Antero
Resources
|
|
$
|
193,629
|
|
|
266,100
|
|
|
72,471
|
|
37
|
%
|
|
Revenue–third-party
|
|
|
—
|
|
|
105
|
|
|
105
|
|
*
|
|
|
Total
revenue
|
|
|
193,629
|
|
|
266,205
|
|
|
72,576
|
|
37
|
%
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
63,030
|
|
|
81,475
|
|
|
18,445
|
|
29
|
%
|
|
General and
administrative (before equity-based compensation)
|
|
|
7,117
|
|
|
10,490
|
|
|
3,373
|
|
47
|
%
|
|
Equity-based
compensation
|
|
|
7,199
|
|
|
4,528
|
|
|
(2,671)
|
|
(37)
|
%
|
|
Impairment of property
and equipment
|
|
|
—
|
|
|
1,157
|
|
|
1,157
|
|
*
|
|
|
Depreciation
|
|
|
30,556
|
|
|
38,456
|
|
|
7,900
|
|
26
|
%
|
|
Accretion of contingent
acquisition consideration
|
|
|
2,556
|
|
|
4,020
|
|
|
1,464
|
|
57
|
%
|
|
Accretion of asset
retirement obligations
|
|
|
—
|
|
|
33
|
|
|
33
|
|
*
|
|
|
Total operating
expenses
|
|
|
110,458
|
|
|
140,159
|
|
|
29,701
|
|
27
|
%
|
|
Operating
income
|
|
|
83,171
|
|
|
126,046
|
|
|
42,875
|
|
52
|
%
|
|
Interest
expense
|
|
|
(9,311)
|
|
|
(16,988)
|
|
|
7,677
|
|
82
|
%
|
|
Equity in earnings of
unconsolidated affiliates
|
|
|
7,033
|
|
|
10,706
|
|
|
3,673
|
|
52
|
%
|
|
Net
income
|
|
$
|
80,893
|
|
|
119,764
|
|
|
38,871
|
|
48
|
%
|
|
Adjusted
EBITDA
|
|
$
|
127,782
|
|
|
186,005
|
|
|
58,224
|
|
46
|
%
|
|
Operating
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gathering–low pressure
(MMcf)
|
|
|
145,898
|
|
|
199,226
|
|
|
53,328
|
|
37
|
%
|
|
Gathering–high pressure
(MMcf)
|
|
|
176,471
|
|
|
199,897
|
|
|
23,426
|
|
13
|
%
|
|
Compression
(MMcf)
|
|
|
111,070
|
|
|
161,549
|
|
|
50,479
|
|
45
|
%
|
|
Fresh water delivery
(MBbl)
|
|
|
13,022
|
|
|
17,984
|
|
|
4,962
|
|
38
|
%
|
|
Treated water
(MBbl)
|
|
|
—
|
|
|
1,062
|
|
|
1,062
|
|
*
|
|
|
Other fluid handling
(MBbl)
|
|
|
3,723
|
|
|
5,080
|
|
|
1,357
|
|
36
|
%
|
|
Wells serviced by fresh
water delivery
|
|
|
32
|
|
|
38
|
|
|
6
|
|
19
|
%
|
|
Gathering–low pressure
(MMcf/d)
|
|
|
1,586
|
|
|
2,166
|
|
|
580
|
|
37
|
%
|
|
Gathering–high pressure
(MMcf/d)
|
|
|
1,918
|
|
|
2,173
|
|
|
255
|
|
13
|
%
|
|
Compression
(MMcf/d)
|
|
|
1,207
|
|
|
1,756
|
|
|
549
|
|
45
|
%
|
|
Fresh water delivery
(MBbl/d)
|
|
|
142
|
|
|
195
|
|
|
53
|
|
37
|
%
|
|
Treated water
(MBbl/d)
|
|
|
—
|
|
|
12
|
|
|
12
|
|
*
|
|
|
Other fluid handling
(MBbl/d)
|
|
|
40
|
|
|
55
|
|
|
15
|
|
36
|
%
|
|
Average realized
fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average gathering–low
pressure fee ($/Mcf)
|
|
$
|
0.32
|
|
|
0.32
|
|
|
—
|
|
—
|
%
|
|
Average gathering–high
pressure fee ($/Mcf)
|
|
$
|
0.19
|
|
|
0.19
|
|
|
—
|
|
—
|
%
|
|
Average compression fee
($/Mcf)
|
|
$
|
0.19
|
|
|
0.19
|
|
|
—
|
|
—
|
%
|
|
Average fresh water
delivery fee ($/Bbl)
|
|
$
|
3.71
|
|
|
3.78
|
|
|
0.07
|
|
2
|
%
|
|
Average treated water
fee ($/Bbl)
|
|
$
|
—
|
|
|
4.92
|
|
|
4.92
|
|
*
|
|
|
Joint Venture
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Processing–Joint
Venture (MMcf)
|
|
|
33,841
|
|
|
55,720
|
|
|
21,879
|
|
65
|
%
|
|
Fractionation–Joint
Venture (MBbl)
|
|
|
592
|
|
|
1,598
|
|
|
1,006
|
|
170
|
%
|
|
Processing–Joint
Venture (MMcf/d)
|
|
|
368
|
|
|
606
|
|
|
238
|
|
65
|
%
|
|
Fractionation–Joint
Venture (MBbl/d)
|
|
|
6
|
|
|
17
|
|
|
11
|
|
183
|
%
|
|
|
* Not meaningful or
applicable.
|
ANTERO MIDSTREAM
PARTNERS LP
|
Condensed
Consolidated Statements of Cash Flows
|
Nine Months Ended
September 30, 2017 and 2018
|
(Unaudited)
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2017
|
|
2018
|
|
Cash flows provided
by (used in) operating activities:
|
|
|
|
|
|
|
|
Net income
|
|
$
|
243,160
|
|
|
337,335
|
|
Adjustments to
reconcile net income to net cash (used in) provided by operating
activities:
|
|
|
|
|
|
|
|
Depreciation
|
|
|
88,604
|
|
|
107,321
|
|
Accretion of
contingent acquisition consideration
|
|
|
9,672
|
|
|
11,841
|
|
Accretion of asset
retirement obligations
|
|
|
—
|
|
|
101
|
|
Impairment of property
and equipment
|
|
|
—
|
|
|
5,771
|
|
Equity-based
compensation
|
|
|
20,436
|
|
|
16,606
|
|
Equity in earnings of
unconsolidated affiliates
|
|
|
(12,887)
|
|
|
(27,832)
|
|
Distributions from
unconsolidated affiliates
|
|
|
10,120
|
|
|
29,660
|
|
Amortization of
deferred financing costs
|
|
|
1,906
|
|
|
2,083
|
|
Gain on sale of
assets–Antero Resources
|
|
|
—
|
|
|
(583)
|
|
Changes in assets and
liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable–Antero Resources
|
|
|
(19,985)
|
|
|
(10,723)
|
|
Accounts
receivable–third party
|
|
|
75
|
|
|
944
|
|
Prepaid
expenses
|
|
|
(484)
|
|
|
(804)
|
|
Accounts
payable–Antero Resources
|
|
|
857
|
|
|
(2,009)
|
|
Accounts payable–third
party
|
|
|
1,181
|
|
|
4,221
|
|
Accrued
liabilities
|
|
|
1,612
|
|
|
(2,530)
|
|
Net cash provided by
operating activities
|
|
|
344,267
|
|
|
471,402
|
|
Cash flows provided
by (used in) investing activities:
|
|
|
|
|
|
|
|
Additions to gathering
systems and facilities
|
|
|
(254,619)
|
|
|
(337,623)
|
|
Additions to water
handling and treatment systems
|
|
|
(143,470)
|
|
|
(68,325)
|
|
Investments in
unconsolidated affiliates
|
|
|
(216,776)
|
|
|
(91,419)
|
|
Proceeds from sale of
assets–Antero Resources
|
|
|
—
|
|
|
4,470
|
|
Change in other
assets
|
|
|
(5,877)
|
|
|
(3,138)
|
|
Change in other
liabilities
|
|
|
—
|
|
|
2,273
|
|
Net cash (used in)
investing activities
|
|
|
(620,742)
|
|
|
(493,762)
|
|
Cash flows provided
by (used in) financing activities:
|
|
|
|
|
|
|
|
Distributions to
unitholders
|
|
|
(200,037)
|
|
|
(304,453)
|
|
Borrowings on bank
credit facilities, net
|
|
|
217,000
|
|
|
320,000
|
|
Issuance of common
units, net of offering costs
|
|
|
248,949
|
|
|
—
|
|
Employee tax
withholding for settlement of equity compensation awards
|
|
|
(932)
|
|
|
(1,399)
|
|
Other
|
|
|
(52)
|
|
|
(151)
|
|
Net cash provided by
financing activities
|
|
|
264,928
|
|
|
13,997
|
|
Net (decrease) in cash
and cash equivalents
|
|
|
(11,547)
|
|
|
(8,363)
|
|
Cash and cash
equivalents, beginning of period
|
|
|
14,042
|
|
|
8,363
|
|
Cash and cash
equivalents, end of period
|
|
$
|
2,495
|
|
|
—
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
Cash paid during the
period for interest
|
|
$
|
42,530
|
|
|
53,576
|
|
Increase (decrease) in
accrued capital expenditures and accounts payable for property and
equipment
|
|
$
|
2,936
|
|
|
(13,115)
|
|
Antero Midstream
GP LP
|
Condensed
Consolidated Balance Sheets
|
December 31, 2017 and September 30,
2018
|
(Unaudited)
|
(In thousands, except number of shares and
units)
|
|
|
|
December 31,
|
|
September 30,
|
|
|
2017
|
|
2018
|
Assets
|
Current
assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
5,987
|
|
|
4,246
|
Prepaid
expenses
|
|
|
—
|
|
|
56
|
Deferred financing
costs
|
|
|
—
|
|
|
140
|
Total current
assets
|
|
|
5,987
|
|
|
4,442
|
Investment in Antero
Midstream Partners LP
|
|
|
23,772
|
|
|
37,816
|
Total
assets
|
|
$
|
29,759
|
|
|
42,258
|
|
|
|
|
|
|
|
Liabilities and
Partners' Capital
|
Current
liabilities:
|
|
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
|
293
|
|
|
939
|
Income taxes
payable
|
|
|
13,858
|
|
|
13,223
|
Total current
liabilities
|
|
|
14,151
|
|
|
14,162
|
Non-current
liability:
|
|
|
|
|
|
|
Liability for
equity-based compensation
|
|
|
—
|
|
|
2,970
|
Total
liabilities
|
|
|
14,151
|
|
|
17,132
|
Partners'
capital:
|
|
|
|
|
|
|
Common shareholders -
public (186,181,975 shares and 186,209,369 shares issued and
outstanding at December 31, 2017 and September 30, 2018,
respectively)
|
|
|
(19,866)
|
|
|
(10,163)
|
IDR LLC Series B units
(32,875 units vested at December 31, 2017 and September 30,
2018)
|
|
|
35,474
|
|
|
35,289
|
Total partners'
capital
|
|
|
15,608
|
|
|
25,126
|
Total liabilities and
partners' capital
|
|
$
|
29,759
|
|
|
42,258
|
Antero Midstream
GP LP
|
Condensed
Consolidated Statements of Operations and Comprehensive
Income
|
Three Months
Ended September 30, 2017 and 2018
|
(Unaudited)
|
(In thousands, except
per share amounts)
|
|
Three Months Ended
September 30,
|
|
|
2017
|
|
2018
|
|
Equity in earnings of
Antero Midstream Partners LP
|
$
|
19,067
|
|
|
37,816
|
|
Total income
|
|
19,067
|
|
|
37,816
|
|
General and
administrative expense
|
|
615
|
|
|
2,229
|
|
Equity-based
compensation
|
|
8,317
|
|
|
8,574
|
|
Total operating
expenses
|
|
8,932
|
|
|
10,803
|
|
Operating
income
|
|
10,135
|
|
|
27,013
|
|
Interest Expense,
net
|
|
—
|
|
|
68
|
|
Income before income
taxes
|
|
10,135
|
|
|
26,945
|
|
Provision for income
taxes
|
|
(7,157)
|
|
|
(8,917)
|
|
Net income (loss) and
comprehensive income (loss)
|
|
2,978
|
|
|
18,028
|
|
Net income attributable
to vested Series B units
|
|
—
|
|
|
(598)
|
|
Net income
(loss) attributable to common shareholders
|
$
|
2,978
|
|
|
17,430
|
|
|
|
|
|
|
|
|
Net income
(loss) per common share - basic and diluted
|
$
|
0.02
|
|
|
0.09
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding - basic
|
|
186,173
|
|
|
186,208
|
|
Weighted
average number of common shares outstanding- diluted
|
|
191,175
|
|
|
186,208
|
|
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SOURCE Antero Midstream Partners LP; Antero Midstream GP LP