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Antero Midstream and AMGP Report Second Quarter 2018 Financial and Operating Results

DENVER, Aug. 1, 2018 /PRNewswire/ -- Antero Midstream Partners LP (AM) ("Antero Midstream" or the "Partnership") and Antero Midstream GP LP (AMGP) ("AMGP") today released their second 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 June 30, 2018, which have been filed with the Securities and Exchange Commission.

Antero Midstream Partners, LP Logo (PRNewsFoto/Antero Midstream Partners, LP)

Antero Midstream Second Quarter 2018 Highlights Include:

  • Net income increased by 26% to $109 million compared to the prior year quarter, or $0.41 per limited partner unit
  • Adjusted EBITDA increased by 26% to $176 million compared to the prior year quarter
  • Distributable Cash Flow increased by 30% to $142 million compared to the prior year quarter, resulting in DCF coverage of 1.3x
  • Increased distribution for the 14th consecutive quarter, achieving 30% growth on an annualized basis
  • Record gathering, compression, fresh water delivery, processing and fractionation volumes
  • Net Debt to trailing twelve months Adjusted EBITDA of 2.3x and $750 million of liquidity at quarter-end

AMGP Second Quarter 2018 Highlights Include:

  • Net income increased by $18 million to $14 million, or $0.07 per common share, compared to the prior year quarter
  • Distributable Cash Flow increased by 294% to $23 million, compared to the prior year quarter
  • Distributions declared for the quarter were $0.125 per common share, a 165% increase compared to the prior year full quarter

Commenting on the second quarter 2018 results, Paul Rady, Chairman and CEO said, "Antero Midstream delivered another strong quarter with record gathering, compression, processing and fractionation volumes. Additionally, Antero Midstream reported record fresh water delivery volumes, driven by Antero Resource's increase in completion stages per day. Looking to the second half of 2018, we expect additional gathering and compression volume growth as Antero expects to turn 65 to 75 wells to sales in the third quarter as compared to 51 wells placed to sales in the first half of the year."

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 Second Quarter Financial Results

Low pressure gathering volumes for the second quarter of 2018 averaged 1,981 MMcf/d, an 18% increase as compared to the prior year quarter.  Compression volumes for the second quarter of 2018 averaged 1,558 MMcf/d, a 31% increase as compared to the second quarter of 2017.  High pressure gathering volumes for the second quarter of 2018 averaged 1,932 MMcf/d, an 11% increase over the second 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 record 228 MBbl/d during the quarter, driven by increased completion stages per day. Antero Midstream treated 8 Mbbl/d of wastewater at the Antero Clearwater Facility during the second quarter.

Gross processing volumes from the processing and fractionation joint venture with MarkWest (a wholly-owned subsidiary of MPLX) (the "Joint Venture") averaged 571 MMcf/d for the second quarter of 2018, an increase of 164% compared to the prior year quarter.  Gross Joint Venture fractionation volumes averaged 10,046 Bbl/d, a 148% increase compared to the prior year quarter. The increase in processing and fractionation volumes is driven by an increase in Antero Resources' rich gas and C3+ NGL production volumes.


Three Months Ended

June 30,



Average Daily Volumes:

2017


2018


%
Change

Low Pressure Gathering (MMcf/d)

1,683


1,981


18%

Compression (MMcf/d)

1,192


1,558


31%

High Pressure Gathering (MMcf/d)

1,734


1,932


11%

Fresh Water Delivery (MBbl/d)

173


228


32%

Clearwater Treatment Volumes (MBbl/d)


8


*

Gross Joint Venture Processing (MMcf/d)

216


571


164%

Gross Joint Venture Fractionation (Bbl/d)

4,039


10,046


148%

For the three months ended June 30, 2018, the Partnership reported revenues of $251 million, comprised of $119 million from the Gathering and Processing segment and $132 million from the Water Handling and Treatment segment. Revenues increased 30% compared to the prior year quarter, driven by growth in gathering, compression and fresh water delivery volumes. Water Handling and Treatment segment revenues include $3 million from wastewater treatment at the Antero Clearwater Facility and $51 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 $13 million and $63 million, respectively, for a total of $76 million, compared to $52 million in direct operating expenses in the prior year quarter. Water Handling and Treatment direct operating expenses include $49 million from wastewater handling and high rate water transfer services.  General and administrative expenses including equity-based compensation were $15 million, in line with the prior year quarter.  General and administrative expenses excluding equity-based compensation were $10 million during the second quarter of 2018, a 23% increase compared to the second quarter of 2017.  Total operating expenses were $136 million, including $36 million of depreciation, $5 million of impairment and $4 million of accretion of contingent acquisition consideration and asset retirement obligations.

Net income for the second quarter of 2018 was $109 million, a 26% increase compared to the prior year quarter.  Net income per limited partner unit was $0.41 per unit, a 5% increase compared to the prior year quarter.  Adjusted EBITDA was $176 million, a 26% increase compared to the prior year quarter.  Adjusted EBITDA for the quarter included $11 million in combined distributions from Stonewall Gathering LLC and the processing and fractionation Joint Venture.  Cash interest paid was $6 million. 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 $17 million and Distributable Cash Flow was $142 million, a 30% 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 June 30,


2017


2018

Net income

$

87,175



109,466

Interest expense


9,015



14,628

Impairment of property and equipment expense




4,614

Depreciation expense


30,512



36,433

Accretion of contingent acquisition consideration


3,590



3,947

Accretion of asset retirement obligations




34

Equity-based compensation


6,951



5,867

Equity in earnings of unconsolidated affiliates


(3,623)



(9,264)

Distributions from unconsolidated affiliates


5,820



10,810

Gain on sale of assets – Antero Resources




(583)

Adjusted EBITDA


139,440



175,952

Interest paid


(2,308)



(6,270)

Cash reserved for bond interest (1)


(8,734)



(8,734)

Income tax withholding upon vesting of Antero Midstream Partners LP equity-based compensation awards (2)


(2,431)



(1,500)

Maintenance capital expenditures (3)


(16,422)



(17,289)

Distributable Cash Flow

$

109,545



142,159







Distributions Declared to Antero Midstream Holders






Limited Partners

$

59,695



77,624

Incentive distribution rights


15,328



33,137

Total Aggregate Distributions

$

75,023



110,761







DCF coverage ratio


 1.5x



 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 second quarter, Antero Midstream expanded one of its rich gas Marcellus compressor stations by 80 MMcf/d. Including the 440 MMcf/d of additions during the first quarter of  2018, Antero Midstream has expanded its compression capacity by 520 MMcf/d year-to-date.  Antero Midstream's total compression capacity at the end of the second quarter of 2018 was over 2.2 Bcf/d in the Marcellus and Utica combined.  Additionally, Antero Midstream connected 30 wells to its gathering system during the quarter.  Antero Resources is currently operating five drilling rigs on Antero Midstream dedicated acreage.

The Joint Venture with MPLX continued construction on the Sherwood 10 and 11 Processing Plants, which are expected to be placed online by the end of the third quarter and fourth quarter of 2018, respectively. In addition, the Joint Venture commenced civil construction on its new processing site, "Smithburg", during the second quarter of 2018. The Smithburg Processing Site will initially have a footprint capable of supporting 1.2 Bcf/d of cryogenic processing facilities, or six 200 MMcf/d plants. Importantly, the Smithburg processing site is strategically located two miles west of the Sherwood Processing Facility and will connect to major long-haul pipelines and NGL infrastructure.

Water Handling and Treatment Antero Midstream's Marcellus and Utica fresh water delivery systems serviced 48 well completions during the second quarter of 2018, a 29% increase from the prior year quarter.  Antero Resources operated six completion crews on Antero Midstream dedicated acreage in the second quarter of 2018 but expects to reduce its completion crews to four in the second half of 2018.

During the second quarter of 2018, Antero Midstream placed in service the Antero Clearwater Facility, which is the largest advanced wastewater treatment facility for shale oil and gas operations in the world. The Antero Clearwater Facility was temporarily taken offline in June for maintenance and to install additional pretreatment facilities to improve operations.  The facility was placed back into commercial service at the end of July.

Balance Sheet and Liquidity

As of June 30, 2018, Antero Midstream had $20 million in cash and $770 million drawn on its $1.5 billion bank credit facility, resulting in $750 million of liquidity.  Antero Midstream's net debt to trailing twelve months Adjusted EBITDA was 2.3x as of June 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, "The success of Antero Midstream's organic growth model is highlighted by the recent declaration of the Partnership's fourteenth consecutive distribution increase reflecting a 30% annualized growth rate since its IPO in 2014. Importantly, Antero Midstream has delivered this peer-leading growth while maintaining a DCF coverage ratio well in excess of its initial coverage ratio targets in every quarter, demonstrating the consistency of Antero's development plan and integrated midstream strategy.  Additionally, Antero Midstream continues to maintain a strong balance sheet with leverage at 2.3x as of June 30, 2018."

Capital Investments

Capital expenditures, excluding investments in the processing and fractionation joint venture, were $128 million in the second quarter of 2018 as compared to $147 million in the second quarter of 2017.  Capital invested in gathering systems and related facilities was $113 million and capital invested in water handling and treatment assets was $15 million, including $5 million invested in the Antero Clearwater Facility.  Investments in unconsolidated affiliates for the Joint Venture were $39 million during the quarter.

AMGP Second Quarter 2018 Financial Results

AMGP's equity in earnings from Antero Midstream, which reflects the cash distributions from Antero Midstream, was $33 million for the second quarter of 2018.  Net income for the quarter was $14 million.  AMGP's cash distributions from Antero Midstream were $33 million, net of $1.5 million of total cash reserved and distributed to Series B units of Antero IDR Holdings LLC. General and administrative expenses were $2.4 million, including $1.8 million of special committee and legal advisory fees. The provision and reserve for income taxes was $8 million, resulting in cash available for distribution of $23 million. The 294% increase in cash available for distribution from the second 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
June 30, 2018

Cash distributions from Antero Midstream Partners LP

$

33,137

Cash reserved for distributions to unvested Series B units of IDR LLC


(1,011)

Cash distribution to vested Series B units of IDR LLC


(506)

Cash distributions to Antero Midstream GP LP

$

31,620

General and administrative expenses


(2,398)

Interest expense


(18)

Special committee legal and advisory fees included in G&A expense(1)


1,844

Provision and reserve for income taxes


(7,777)

Cash available for distribution

$

23,271




DCF coverage ratio


1.0x




Common shares outstanding


186,209




Cash distribution per common share

$

0.125



1)

Represents non-recurring accrued legal and advisory fees associated with the ongoing special committee process as disclosed on February 26, 2018.

Conference Call

A joint conference call for Antero Midstream and AMGP is scheduled on Thursday, August 2, 2018 at 10:00 am MT to discuss the quarterly 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, August 9, 2018 at 10:00 am MT at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International) using the passcode 10120012.

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, August 9, 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):


June 30, 2018




Bank credit facility

$

770,000

5.375% AM senior notes due 2024


650,000

Net unamortized debt issuance costs


(8,434)

Consolidated total debt

$

1,411,566

Cash and cash equivalents


(19,525)

Consolidated net debt

$

1,392,041

The following table reconciles net income to Adjusted EBITDA for the twelve months ended June 30, 2018 as used in this release (in thousands):



Twelve Months Ended
June 30, 2018




Net income

$

362,620

    Interest expense


45,631

    Impairment of property and equipment expense


28,045

    Depreciation expense


130,379

Accretion of contingent acquisition consideration


14,180

Accretion of asset retirement obligations


68

    Equity-based compensation


26,124

    Equity in earnings of unconsolidated affiliate


(31,467)

Distributions from unconsolidated affiliates


32,270

Gain on sale of asset – Antero Resources


(583)

Adjusted EBITDA

$

607,267

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.  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, 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.

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 June 30, 2018

(Unaudited)

(In thousands) 



December 31,


June 30,


2017


2018

Assets

Current assets:






Cash and cash equivalents

$

8,363



19,525

Accounts receivable–Antero Resources


110,182



114,072

Accounts receivable–third party


1,170



12,222

Prepaid expenses


670



539

Total current assets


120,385



146,358

Property and equipment, net


2,605,602



2,770,311

Investments in unconsolidated affiliates


303,302



358,830

Other assets, net


12,920



20,730

Total assets

$

3,042,209



3,296,229







Liabilities and Partners' Capital

Current liabilities:






Accounts payable–Antero Resources

$

6,459



3,856

Accounts payable–third party


8,642



18,754

Accrued liabilities


106,006



89,182

Other current liabilities


209



213

Total current liabilities


121,316



112,005

Long-term liabilities:






Long-term debt


1,196,000



1,411,566

Contingent acquisition consideration


208,014



215,835

Asset retirement obligations




3,114

Other


410



2,576

Total liabilities


1,525,740



1,745,096







Partners' capital:






Common unitholders - public (88,059 units and 88,164 units issued and outstanding at December 31, 2017 and June 30, 2018, respectively)


1,708,379



1,722,315

Common unitholder - Antero Resources (98,870 units issued and outstanding at December 31, 2017 and June 30, 2018)


(215,682)



(204,319)

General partner


23,772



33,137

Total partners' capital


1,516,469



1,551,133

Total liabilities and partners' capital

$

3,042,209



3,296,229

 

ANTERO MIDSTREAM PARTNERS LP

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended June 30, 2017 and 2018

(Unaudited)

(In thousands, except per unit amounts)



Three Months Ended June 30,


2017


2018

Revenue:






Gathering and compression–Antero Resources

$

98,633



118,136

Water handling and treatment–Antero Resources


95,004



132,231

Gathering and compression–third party


129



Water handling and treatment–third party




25

Gain on sale of assets – Antero Resources




583

Total revenue


193,766



250,975

Operating expenses:






Direct operating


52,308



75,623

General and administrative (including $6,951 and $5,867 of equity-based compensation in 2017 and 2018, respectively)


14,789



15,494

Impairment of property and equipment




4,614

Depreciation


30,512



36,433

Accretion of contingent acquisition consideration


3,590



3,947

Accretion of asset retirement obligations




34

Total operating expenses


101,199



136,145

Operating income


92,567



114,830

Interest expense, net


(9,015)



(14,628)

Equity in earnings of unconsolidated affiliates


3,623



9,264

Net income and comprehensive income


87,175



109,466

Net income attributable to incentive distribution rights


(15,328)



(33,145)

Limited partners' interest in net income

$

71,847



76,321







Net income per limited partner unit - basic and diluted

$

0.39



0.41







Weighted average limited partner units outstanding - basic


186,065



187,018

Weighted average limited partner units outstanding - diluted


186,533



187,318

 

ANTERO MIDSTREAM PARTNERS LP

Condensed Consolidated Results of Segment Operations

Three Months Ended June 30, 2017 and 2018

(Unaudited)

(In thousands)






Water





Gathering and


Handling and


Consolidated


Processing


Treatment


Total

Three months ended June 30, 2017









Revenues:









Revenue - Antero Resources

$

98,633



95,004



193,637

Revenue - third-party


129



-



129

Total revenues


98,762



95,004



193,766










Operating expenses:









Direct operating


9,922



42,386



52,308

General and administrative (before equity-based compensation)


5,468



2,370



7,838

Equity-based compensation


5,237



1,714



6,951

Depreciation


22,271



8,241



30,512

Accretion of contingent acquisition consideration


-



3,590



3,590

Total expenses


42,898



58,301



101,199

Operating income

$

55,864



36,703



92,567










Segment and consolidated Adjusted EBITDA

$

89,192



50,248



139,440










Three months ended June 30, 2018









Revenues:









Revenue - Antero Resources

$

118,136



132,231



250,367

Revenue - third-party


-



25



25

Gain on sales of assets – Antero Resources


583



-



583

Total revenues


118,719



132,256



250,975










Operating expenses:









Direct operating


12,405



63,218



75,623

General and administrative (before equity-based compensation)


7,240



2,387



9,627

Equity-based compensation


4,754



1,113



5,867

Impairment of property and equipment


4,614



-



4,614

Depreciation


24,258



12,175



36,433

Accretion of contingent acquisition consideration


-



3,947



3,947

Accretion of asset retirement obligations


-



34



34

Total expenses


53,271



82,874



136,145

Operating income

$

65,448



49,382



114,830










Segment and consolidated Adjusted EBITDA

$

109,301



66,651



175,952

 

ANTERO MIDSTREAM PARTNERS LP

Selected Operating Data

Three Months Ended June 30, 2017 and 2018

(Unaudited)

(In thousands)









Amount of





Three Months Ended June 30,


Increase


Percentage


2017


2018


(Decrease)


Change

Revenue:












Revenue - Antero Resources

$

193,637



250,367



56,730


29

%

Revenue - third-party


129



25



(104)


(81)

%

Gain on sale of assets – Antero Resources




583



583


*

%

Total revenue


193,766



250,975



57,209


30

%

Operating expenses:












Direct operating


52,308



75,623



23,315


45

%

General and administrative (before equity-based compensation)


7,838



9,627



1,789


23

%

Equity-based compensation


6,951



5,867



(1,084)


(16)

%

Impairment of property and equipment




4,614



4,614


*


Depreciation


30,512



36,433



5,921


19

%

Accretion of contingent acquisition consideration


3,590



3,947



357


10

%

Accretion of asset retirement obligations




34



34


*


Total operating expenses


101,199



136,145



34,946


35

%

Operating income


92,567



114,830



22,263


24

%

Interest expense


(9,015)



(14,628)



5,613


62

%

Equity in earnings of unconsolidated affiliates


3,623



9,264



5,641


156

%

Net income

$

87,175



109,466



22,291


26

%

Adjusted EBITDA

$

139,440



175,952



36,512


26

%

Operating Data:












Gathering—low pressure (MMcf)


153,180



180,268



27,088


18

%

Gathering—high pressure (MMcf)


157,806



175,818



18,012


11

%

Compression (MMcf)


108,451



141,819



33,368


31

%

Fresh water delivery (MBbl)


15,761



20,766



5,005


32

%

Treated water (MBbl)




700



700


*


Other fluid handling (MBbl)


3,400



4,382



982


29

%

Wells serviced by fresh water delivery


44



48



4


9

%

Gathering—low pressure (MMcf/d)


1,683



1,981



298


18

%

Gathering—high pressure (MMcf/d)


1,734



1,932



198


11

%

Compression (MMcf/d)


1,192



1,558



366


31

%

Fresh water delivery (MBbl/d)


173



228



55


32

%

Treated water (MBbl/d)




8



8


*


Other fluid handling (MBbl/d)


37



48



11


29

%

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)

$

3.72



3.78



0.06


2

%

Average treated water fee ($/Bbl)

$



4.11



4.11


*


Joint Venture Operating Data:












Processing - Joint Venture (MMcf)


19,662



51,921



32,259


164

%

Fractionation - Joint Venture (MBbl)


368



914



546


148

%

Processing - Joint Venture (MMcf/d)


216



571



355


164

%

Fractionation - Joint Venture (MBbl/d)


4



10



6


148

%

___________________________

*

Not meaningful or applicable.

 

ANTERO MIDSTREAM PARTNERS LP

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30, 2017 and 2018

(Unaudited)

(In thousands)



Six Months Ended June 30,


2017


2018

Cash flows provided by (used in) operating activities:






Net income

$

162,267



217,571

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






Depreciation


58,048



68,865

Accretion of contingent acquisition consideration


7,116



7,821

Accretion of asset retirement obligations




68

Impairment of property and equipment




4,614

Equity-based compensation


13,237



12,078

Equity in earnings of unconsolidated affiliates


(5,854)



(17,126)

Distributions from unconsolidated affiliates


5,820



17,895

Amortization of deferred financing costs


1,267



1,385

Gain on sale of assets – Antero Resources




(583)

Changes in assets and liabilities:






Accounts receivable–Antero Resources


(14,923)



(2,147)

Accounts receivable–third party


3



(36)

Prepaid expenses


235



131

Accounts payable–Antero Resources


(204)



(1,912)

Accounts payable–third party


(523)



1,856

Accrued liabilities


8,449



1,951

Net cash provided by operating activities


234,938



312,431

Cash flows used in investing activities:






Additions to gathering systems and facilities


(155,365)



(206,753)

Additions to water handling and treatment systems


(95,451)



(49,054)

Investments in unconsolidated affiliates


(191,364)



(56,297)

Change in other assets


(4,804)



(9,077)

Net cash used in investing activities


(446,984)



(321,181)

Cash flows provided by (used in) financing activities:






Distributions to unitholders


(125,014)



(193,670)

Borrowings on bank credit facilities, net


95,000



215,000

Issuance of common units, net of offering costs


246,585



Employee tax withholding for settlement of equity compensation awards


(932)



(1,318)

Other


(102)



(100)

Net cash provided by financing activities


215,537



19,912

Net increase in cash and cash equivalents


3,491



11,162

Cash and cash equivalents, beginning of period


14,042



8,363

Cash and cash equivalents, end of period

$

17,533



19,525

Supplemental disclosure of cash flow information:






Cash paid during the period for interest

$

21,976



28,618

Increase (decrease) in accrued capital expenditures and accounts payable for property and equipment

$

5,627



( 11,209)

 

Antero Midstream GP LP

Condensed Consolidated Balance Sheets

December 31, 2017 and June 30, 2018

(Unaudited)

(In thousands, except number of shares and units)



December 31,


June 30,


2017


2018

Assets

Current assets:






Cash

$

5,987



5,300

Prepaid expenses




867

Deferred financing costs




104

Total current assets


5,987



6,271

Investment in Antero Midstream Partners LP


23,772



33,137

Total assets

$

29,759



39,408







Liabilities and Partners' Capital

Current liabilities:






Accounts payable and accrued liabilities


293



823

Income taxes payable


13,858



13,310

Total current liabilities


14,151



14,133

Non-current liability:






Liability for equity-based compensation




2,191

Total liabilities


14,151



16,324

Partners' capital:






Common shareholders - public (186,181,975 shares and 186,199,995 shares issued and outstanding at December 31, 2017 and June 30, 2018, respectively)


(19,866)



(12,112)

IDR LLC Series B units (32,875 units vested at December 31, 2017 and June 30, 2018)


35,474



35,196

  Total partners' capital


15,608



23,084

      Total liabilities and partners' capital

$

29,759



39,408

 

Antero Midstream GP LP

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended June 30, 2017 and 2018

(Unaudited)

(In thousands, except per share amounts)



Three Months Ended June 30,


2017


2018

Equity in earnings of Antero Midstream Partners LP

$

15,328



33,145

Total income


15,328



33,145

General and administrative expense


3,203



2,398

Equity-based compensation


9,631



9,111

Total operating expenses


12,834



11,509

Operating income


2,494



21,636

Interest Expense, net




18

Income before income taxes


2,494



21,618

Provision for income taxes


(5,755)



(7,231)

Net income (loss) and comprehensive income (loss)


(3,261)



14,387

Net income attributable to vested Series B units




(506)

Pre-IPO net income attributed to parent


1,640



Net income (loss) attributable to common shareholders

$

(1,621)



13,881







Net income (loss) per common share - basic and diluted

$

(0.01)



0.07







Weighted average number of common shares outstanding - basic and diluted


186,170



186,199

 

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