Antero Midstream Corp (AM)
SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Electric, Gas, And Sanitary Services > SIC 4922 Natural Gas Transmission
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1623925. Latest filing source: 0001104659-26-013380.
Informational only - descriptive public-record data, not investment advice.
Risk Factors
Read AM's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 1,188,426,000 | USD | 2025 | 2026-02-11 |
| Net income | 413,163,000 | USD | 2025 | 2026-02-11 |
| Assets | 5,884,116,000 | USD | 2025 | 2026-02-11 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001623925.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 16,944,000 | 69,720,000 | 142,906,000 | 792,588,000 | 900,719,000 | 898,202,000 | 919,985,000 | 1,041,771,000 | 1,106,193,000 | 1,188,426,000 |
| Net income | 9,711,000 | 2,325,000 | 66,608,000 | -355,114,000 | -122,527,000 | 331,617,000 | 326,242,000 | 371,786,000 | 400,892,000 | 413,163,000 |
| Operating income | 16,130,000 | -41,134,000 | -43,851,000 | -398,493,000 | -117,638,000 | 555,327,000 | 539,466,000 | 611,862,000 | 659,166,000 | 644,669,000 |
| Diluted EPS | 0.33 | -0.80 | -0.26 | 0.69 | 0.68 | 0.77 | 0.83 | 0.86 | ||
| Operating cash flow | 9,537,000 | 28,080,000 | 83,531,000 | 622,387,000 | 753,382,000 | 709,752,000 | 699,604,000 | 779,063,000 | 843,994,000 | 932,464,000 |
| Capital expenditures | 216,726,000 | 266,000 | 69,992,000 | |||||||
| Dividends paid | 16,011,000 | 84,166,000 | 492,103,000 | 589,640,000 | 471,171,000 | 432,825,000 | 434,846,000 | 437,634,000 | 439,007,000 | |
| Share buybacks | 125,519,000 | 24,713,000 | 28,690,000 | 134,981,000 | ||||||
| Assets | 17,369,000 | 29,759,000 | 47,705,000 | 6,282,878,000 | 5,610,912,000 | 5,544,001,000 | 5,791,320,000 | 5,737,618,000 | 5,761,748,000 | 5,884,116,000 |
| Liabilities | 16,844,000 | 3,139,464,000 | 3,192,626,000 | 3,257,303,000 | 3,599,002,000 | 3,585,887,000 | 3,646,577,000 | 3,912,075,000 | ||
| Stockholders' equity | 3,143,414,000 | 2,418,286,000 | 2,286,698,000 | 2,192,318,000 | 2,151,731,000 | 2,115,171,000 | 1,972,041,000 | |||
| Cash and cash equivalents | 2,822,000 | 1,235,000 | 640,000 | 66,000 | 180,435,000 | |||||
| Free cash flow | 482,878,000 | 778,797,000 | 774,002,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 57.31% | 3.33% | 46.61% | -44.80% | -13.60% | 36.92% | 35.46% | 35.69% | 36.24% | 34.77% |
| Operating margin | 95.20% | -59.00% | -30.69% | -50.28% | -13.06% | 61.83% | 58.64% | 58.73% | 59.59% | 54.25% |
| Return on equity | -11.30% | -5.07% | 14.50% | 14.88% | 17.28% | 18.95% | 20.95% | |||
| Return on assets | 55.91% | 7.81% | 139.62% | -5.65% | -2.18% | 5.98% | 5.63% | 6.48% | 6.96% | 7.02% |
| Liabilities / equity | 1.00 | 1.32 | 1.42 | 1.64 | 1.67 | 1.72 | 1.98 | |||
| Current ratio | 1.38 | 0.42 | 0.17 | 0.45 | 1.00 | 0.74 | 0.87 | 0.95 | 1.17 | 3.41 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2024. Operating cash flow: accession 0001104659-26-013380; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001104659-26-013380; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0001104659-26-013380; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2024 ended 2024-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2024 ended 2024-12-31; accession 0001104659-26-013380; filed 2026-02-11. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001623925.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.17 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.17 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.18 | reported discrete quarter | ||
| 2023-Q2 | 2023-03-31 | 86,507,000 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 258,287,000 | 0.18 | reported discrete quarter | |
| 2023-Q3 | 2023-06-30 | 87,012,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 263,839,000 | 0.20 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 260,170,000 | 100,447,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 279,051,000 | 103,926,000 | 0.21 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 | 103,926,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-30 | 269,795,000 | 0.18 | reported discrete quarter | |
| 2024-Q3 | 2024-06-30 | 86,037,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-30 | 269,870,000 | 0.21 | reported discrete quarter | |
| 2024-Q4 | 2024-12-31 | 287,477,000 | 111,189,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 291,129,000 | 120,737,000 | 0.25 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | 120,737,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-30 | 305,472,000 | 0.26 | reported discrete quarter | |
| 2025-Q3 | 2025-06-30 | 124,513,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-30 | 294,821,000 | 0.24 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 297,004,000 | 51,929,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 314,211,000 | 118,266,000 | 0.25 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001104659-26-051518; filed 2026-04-29. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001104659-26-051518; filed 2026-04-29. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001104659-26-051518; filed 2026-04-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001104659-26-051518.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our unaudited condensed consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, see “Item 1A. Risk Factors” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. In this section, references to “Antero Midstream,” “AM,” the “Company,” “we,” “us,” and “our” refer to Antero Midstream Corporation and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
Overview
We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets. We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin and present opportunities to expand our midstream services to other operators in the Appalachian Basin. Our assets consist of gathering pipelines, centralized compressor stations and interests in processing and fractionation plants that collect and process production from the Appalachian Basin in West Virginia and Ohio. Our assets also include an independent water handling system that delivers water from the Ohio River and several regional waterways. These water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments. Portions of these water handling systems are also utilized to transport flowback and produced water. These services are provided by us directly or through third-parties with which we contract.
Acquisition and Divestiture
HG Acquisition
On December 5, 2025, we entered into a definitive agreement to acquire 100% of the issued and outstanding equity interests of HG Midstream for cash consideration of $1.1 billion, subject to the terms and conditions thereof. The HG Acquisition included gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. This acquisition closed on February 3, 2026. The Company’s condensed consolidated statement of operations for the three months ended March 31, 2026 included results of operations from the assets and operations acquired in the HG Acquisition from February 3, 2026 through March 31, 2026.
The HG Acquisition was funded with net proceeds of the 2034 Notes, borrowing under the Credit Facility and restricted cash. See Note 3—Transactions to our condensed consolidated financial statements for additional information. In light of the nature and location of the assets and operations acquired in the HG Acquisition, we and Antero Resources agreed in principle to certain updates to, and intend to modify, our existing commercial arrangements with Antero Resources to provide for on-pad compression with respect to certain wells and to provide certain water services. See Note 6—Revenue to our condensed consolidated financial statements for additional information.
Utica Shale Divestiture
On December 5, 2025, we entered into a purchase and sale agreement with the Buyer Parties to sell substantially all of our Utica Shale Property and Equipment in Ohio, for aggregate cash consideration of $400 million, subject to the terms and conditions thereof. The Utica Shale Property and Equipment included 118 miles of gathering pipelines, 0.7 Bcfe/d of compression capacity, 85 miles of water pipelines and 12 water impoundments with storage capacity of approximately 2 million barrels. The Utica Shale Divestiture closed on February 23, 2026. The net proceeds from the Utica Shale Divestiture were used for the repayment of long-term debt. See Note 3—Transactions to our condensed consolidated financial statements for additional information.
28
Table of Contents
Financing Highlights
Share Repurchase Program
Through our share repurchase program, during the three months ended March 31, 2026, we repurchased and retired approximately 1 million shares of our common stock for a total cost of $18 million. As of March 31, 2026, we have approximately $318 million of remaining capacity under our share repurchase program. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice.
Market Conditions and Business Trends
Commodity Markets
Benchmark prices for natural gas increased significantly, while benchmark prices for oil remained relatively consistent and benchmark prices for C3+ NGLs and ethane decreased during the three months ended March 31, 2026 as compared to the same periods of 2025. While substantially all of our revenues are based on fixed-fee contracts that are not directly impacted by changes in commodity prices, commodity price changes do impact the revenues and cash flows of Antero Resources, and Antero Resources’ drilling and development plan does have a direct impact on our gathering, compression and water handling services, revenues and cash flows. In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, due to Antero Resources’ increased scale, liquidity and leverage position as compared to historical levels together with Antero Resources’ increased commodity derivative portfolio, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices.
Economic Indicators
The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through 2026. During the second half of 2024, inflation rates began to approach the Federal Reserve’s stated goal of 2%, and the Federal Reserve decreased the federal funds rate by 1.75% in 2024 and 2025. Annual inflation rates have remained generally consistent at approximately 3% since 2023.
The economy also continues to be impacted by global events. These events have often caused global supply chain disruptions with additional pressure due to trade sanctions, tariffs, other global trade restrictions and conflicts, including those in the Middle East and Venezuela, among others. While neither our nor Antero Resources’ supply chain has experienced any significant interruptions due to such events, there can be no assurance that we will not experience interruptions in the future.
Inflationary pressures and supply chain disruptions could result in further increases to our operating and capital costs that are not fixed. However, our gathering and compression and water agreements provide for annual CPI-based adjustments that mitigate a portion of such inflationary pressures.
These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.
Results of Operations
We have two reportable segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and centralized compressor stations and on-pad compressors that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the Joint Venture and Stonewall. The Joint Venture and Stonewall provide processing and fractionation services and high-pressure gas gathering services, respectively, in the Appalachian Basin. The water handling segment includes (i) an independent system that delivers water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending. See Note 17—Reportable Segments to our unaudited condensed consolidated financial statements for additional information.
29
Table of Contents
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2026
The operating results of our reportable segments were as follows:
[[GREPCENT_TABLE]]
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[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, see “Item 1A. Risk Factors.” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets to primarily service Antero Resources’ production and completion activity. We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin and present opportunities to expand our midstream services to other operators in the Appalachian Basin. Our assets consist of gathering pipelines, compressor stations and interests in processing and fractionation plants that collect and process production from the Appalachian Basin in West Virginia and Ohio. Our assets also include two independent water handling systems that deliver water from the Ohio River and several regional waterways. These water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments. Portions of these water handling systems are also utilized to transport flowback and produced water. These services are provided by us directly or through third-parties with which we contract.
Acquisition and Divestiture
HG Acquisition
On December 5, 2025, we entered into a definitive agreement to acquire 100% of the issued and outstanding equity interests of HG Midstream for cash consideration of $1.1 billion, subject to the terms and conditions thereof. The HG Acquisition includes gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. Pursuant to the same agreement, Antero Resources agreed to acquire 100% of the issued and outstanding equity interests of HG Production for total cash consideration of $2.8 billion, subject to the terms and conditions thereof. The HG Upstream Acquisition includes approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia. These acquisitions closed on February 3, 2026. The HG Acquisition was funded with net proceeds of the 2034 Notes (as defined below), borrowing under the Credit Facility and restricted cash. See Note 3—Transactions to our consolidated financial statements for additional information. We intend to make certain modifications to our existing commercial arrangements with Antero Resources to provide for on-pad compression with respect to certain wells and to provide a transition period through 2026 before certain water services would be provided under the existing agreements with Antero Resources.
Utica Shale Divestiture
On December 5, 2025, we entered into the Utica Shale PSA with the Buyer Parties to sell substantially all of our Utica Shale Property and Equipment in Ohio, for aggregate cash consideration of $400 million, subject to the terms and conditions thereof. The Utica Shale Property and Equipment includes 118 miles of gathering pipelines, 0.7 Bcfe/d of compression capacity, 85 miles of water pipelines and 12 water impoundments with storage capacity of approximately 2 million barrels. The Utica Shale Divestiture is expected to close in February 2026, subject to the satisfaction of certain customary closing conditions. The net proceeds from the Utica Shale Divestiture are expected to be used for the repayment of long-term debt. See Note 3—Transactions to our consolidated financial statements for additional information.
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Financing Highlights
Senior Notes
Issuance of 2033 Notes
On September 22, 2025, we issued $650 million in aggregate principal amount of 5.75% senior notes due October 15, 2033 (the “2033 Notes”) at par. The 2033 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2033 Notes rank pari passu to our other outstanding senior notes and are guaranteed on a full and unconditional and joint and several senior unsecured basis by our wholly owned subsidiaries and certain of our future restricted subsidiaries. The net proceeds from this offering were used to redeem the 2027 Notes. See Note 9—Long-Term Debt to our consolidated financial statements for additional information.
Issuance of 2034 Notes
On December 23, 2025, we issued $600 million in aggregate principal amount of 5.75% senior notes due July 1, 2034 (the “2034 Notes”). The 2034 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2034 Notes rank pari passu to our other outstanding senior notes and are guaranteed on a full and unconditional and joint and several senior unsecured basis by our wholly owned subsidiaries and certain of our future restricted subsidiaries. The net proceeds from this offering were used to partially fund the HG Acquisition. See Note 3—Transactions and Note 9—Long-Term Debt to our consolidated financial statements for additional information.
Redemption of 2027 Notes
During the year ended December 31, 2025, we redeemed $650 million aggregate principal amount of our 5.75% senior notes due March 1, 2027 (the “2027 Notes”) at par, plus accrued and unpaid interest. The 2027 Notes were retired as of September 23, 2025. See Note 9—Long-Term Debt to our consolidated financial statements for additional information.
Share Repurchase Program
Through our share repurchase program, during the year ended December 31, 2025, we repurchased and retired approximately 8 million shares of our common stock for a total cost of $135 million. As of December 31, 2025, we have approximately $336 million of capacity remaining under our share repurchase program. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice.
Market Conditions and Business Trends
Commodity Markets
Benchmark prices for natural gas and ethane increased significantly, while benchmark prices for C3+ NGL’s and oil decreased during the year ended December 31, 2025 as compared to the year ended December 31, 2024. While substantially all of our revenues are based on fixed-fee contracts that are not directly impacted by changes in commodity prices, commodity price changes do impact the revenues and cash flows of Antero Resources, and Antero Resources’ drilling and development plan does have a direct impact on our gathering, compression and water handling services, revenues and cash flows. In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, due to Antero Resources’ increased scale, liquidity and leverage position as compared to historical levels together with Antero Resources’ increased commodity derivative portfolio, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices.
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Economic Indicators
The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through 2024. In order to manage the inflation risk present in the United States’ economy, the Federal Reserve utilized monetary policy in the form of interest rate increases beginning in 2022 in an effort to bring the inflation rate in line with its stated goal of 2% on a long-term basis. Between 2022 and 2023, the Federal Reserve increased the federal funds interest rate by 5.25%. During the second half of 2024, inflation rates began to approach the Federal Reserve’s stated goal of 2%, and the Federal Reserve decreased the federal funds rate by 1.75% in 2024 and 2025. While inflationary pressures in the United States’ economy have begun to subside, it is uncertain what impact recent tariff activity by the United States and foreign governments will have on inflation.
The economy also continues to be impacted by global events. These events have often caused global supply chain disruptions with additional pressure due to trade sanctions, tariffs, other global trade restrictions and conflicts, including those in the Middle East, Iran and Venezuela, among others. While neither our nor Antero Resources’ supply chain has experienced any significant interruptions due to such events, there can be no assurance that we will not experience interruptions in the future.
Inflationary pressures and supply chain disruptions could result in further increases to our operating and capital costs that are not fixed. However, our gathering and compression and water agreements provide for annual CPI-based adjustments that mitigate a portion of such inflationary pressures.
These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.
Sources of Our Revenues
The following items are the primary components of our revenues:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Gathering and Processing. Our low pressure gathering, compression and high pressure gathering services support production operations for Antero Resources. Our gathering and processing revenues are driven by the volumes of natural gas we gather and compress. We receive a low pressure gathering fee per Mcf, a compression fee per Mcf and a high pressure gathering fee per Mcf, as applicable, substantially all of which are subject to annual CPI-based adjustments. Additionally, our gathering and compression agreements provide for certain minimum volume commitments for gathering and compression services that run to 2035. Pursuant to our long-term contracts with Antero Resources, we have secured long-term dedications covering substantially all of Antero Resources’ current and future acreage for gathering and compression services. Our gathering and compression operations are substantially dependent upon natural gas production from Antero Resources’ upstream activity in its areas of operation. In addition, there is a natural decline in production from existing wells that are connected to our gathering systems. Although we expect that Antero Resources will continue to devote substantial resources to the development of oil and gas reserves, we have no control over this activity and Antero Resources has the ability to reduce or curtail such development at its discretion. See Note 6—Revenue to our consolidated financial statements for additional information on our gathering and compression agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Water Handling. Our fresh water delivery systems and other fluid handling services support well completion and production operations for Antero Resources. These services are provided by us directly or through third-parties with which we contract. Our water handling revenues are driven by quantities of fresh water delivered to our customers to support their well completion operations and produced water transported, blended and/or disposed. We receive a fixed fee for all fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. Our other fluid handling services include wastewater handling, blending and high-rate transfer services. For other fluid handling services provided by us, we charge Antero Resources a cost of service fee. For other fluid handling services provided by third parties, we charge Antero Resources a fee based on our third-party out-of-pocket costs plus 3%. We have a long-term water services agreement covering Antero Resources’ approximately 566,000 gross acres in West Virginia and Ohio, with a right of first offer on all future areas of operation. The initial term of the water services agreement runs to 2035. Our water handling operations are substantially dependent upon the number of wells drilled and completed by Antero Resources, as well as Antero Resources’ production. As of December 31, 2025, Antero Resources had disclosed estimated net proved reserves of 19.1 Tcfe, of which 61% was natural gas, 38% were NGLs and 1% was oil. Antero Resources’ has a vast drilling inventory of horizontal well locations in the Appalachian Basin, all of which are on acreage dedicated to us, providing us with significant opportunity for future capital investments as Antero Resources’ drilling program continues. See Note 6—Revenue to our consolidated financial statements for additional information on our water services agreement. |
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Principal Components of Our Cost Structure
The following items are the primary components of our operating expenses:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Direct Operating. We seek to maximize the profitability of our operations in part by minimizing, to the extent appropriate, expenses directly tied to operating and maintaining our assets. We schedule and conduct preventative maintenance over time to avoid significant variability in our direct operating expense and minimize the impact on our cash flow. Gathering and compression operating costs consist primarily of labor, water disposal, pigging, fuel, monitoring, repair and maintenance, utilities and contract services. Gathering and compression operating costs vary with the miles of pipeline and number of compressor stations in our gathering and compression system. Fresh water operating expenses consist primarily of labor, pigging, monitoring, repair and maintenance and contract services. Fresh water operating costs vary with the miles of pipeline, number of pumping stations and number of well completions in the Appalachian Basin for which we deliver fresh water and number of impoundments in our water system. Other fluid handling costs relate to contract services performed by us and third parties. Our other fluid handling costs consist of labor, monitoring and repair and maintenance costs. The other primary drivers of our direct operating expense include maintenance and contract services, regulatory and compliance expense and ad valorem taxes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | General and Administrative. Our general and administrative expenses include direct charges incurred by us and costs charged by Antero Resources. These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation. These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. Management believes these allocation methodologies are reasonable. Equity-based compensation includes costs related to the AM LTIP. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Depreciation. Depreciation consists of our estimate of the decrease in value of the assets capitalized in property and equipment as a result of using the assets throughout the applicable year. Depreciation is computed over the asset’s estimated useful life using the straight-line basis. See Note 7—Property and Equipment to our consolidated financial statements for additional information on our asset classes and estimated lives of our assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Impairment. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to their estimated fair value. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest. We have typically financed a portion of our cash requirements with borrowings under our Credit Facility and with senior unsecured notes. Our interest expense also includes amortization of deferred financing costs incurred in connection with our Credit Facility and senior notes and amortization of senior notes premiums. See Note 9—Long-Term Debt to our consolidated financial statements for additional information on our debt agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Income tax expense. We are subject to state and U.S. federal income taxes but are currently not in a material cash tax paying position with respect to state and U.S. federal income taxes. The difference between our financial statement income tax expense and our current U.S. federal income tax liability is primarily due to the differences in the tax and financial statement treatment of our investment in Antero Midstream Partners. We have recorded deferred income tax expense to the extent our deferred income tax liabilities exceed our deferred income tax assets. Our deferred income tax assets result primarily from net operating loss carryforwards. As of December 31, 2025, we had U.S. federal NOL carryforwards of $557 million and state NOL carryforwards of $406 million. The Company currently considers all of its deferred income tax assets, except for those related to charitable contributions, realizable. The amount of deferred income tax assets considered realizable, however, could change as we generate taxable income or as estimates of future taxable income are reduced. See Note 8—Income Taxes to our consolidated financial statements for additional information on our deferred income tax position and income tax expense. |
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Results of Operations
We have two reportable segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the Joint Venture and Stonewall. The Joint Venture and Stonewall provide processing and fractionation services and high-pressure gas gathering services, respectively, in the Appalachian Basin. The water handling segment includes (i) two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending. See Note 17—Reportable Segments to our consolidated financial statements for additional information.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2025
The operating results of our reportable segments are as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2024 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | | Processing | | Handling | | Unallocated (1) | | Total | | ||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 926,063 | | | 248,858 | | | — | | | 1,174,921 | |
| Revenue–third-party | | | — | | | 1,944 | | | — | | | 1,944 | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 888,977 | | | 217,216 | | | — | | | 1,106,193 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 103,053 | | | 114,923 | | | — | | | 217,976 | |
| General and administrative (excluding equity-based compensation) | | | 28,814 | | | 8,279 | | | 4,661 | | | 41,754 | |
| Equity-based compensation | | | 35,535 | | | 7,800 | | | 997 | | | 44,332 | |
| Facility idling | | | — | | | 1,721 | | | — | | | 1,721 | |
| Depreciation | | | 84,398 | | | 55,602 | | | — | | | 140,000 | |
| Impairment of property and equipment | | | 332 | | | — | | | — | | | 332 | |
| Other operating expense | | | — | | | 912 | | | — | | | 912 | |
| Total operating expenses | | | 252,132 | | | 189,237 | | | 5,658 | | | 447,027 | |
| Operating income | | | 636,845 | | | 27,979 | | | (5,658) | | | 659,166 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (207,027) | | | (207,027) | |
| Equity in earnings of unconsolidated affiliates | | | 110,573 | | | — | | | — | | | 110,573 | |
| Loss on early extinguishment of debt | | | — | | | — | | | (14,091) | | | (14,091) | |
| Total other income (expense) | | | 110,573 | | | — | | | (221,118) | | | (110,545) | |
| Income before income taxes | | | 747,418 | | | 27,979 | | | (226,776) | | | 548,621 | |
| Income tax expense | | | — | | | — | | | (147,729) | | | (147,729) | |
| Net income and comprehensive income | | $ | 747,418 | | | 27,979 | | | (374,505) | | | 400,892 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
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| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2025 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | | Processing | | Handling | | Unallocated (1) | | Total | | ||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 987,284 | | | 269,399 | | | — | | | 1,256,683 | |
| Revenue–third-party | | | — | | | 2,415 | | | — | | | 2,415 | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 950,198 | | | 238,228 | | | — | | | 1,188,426 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 107,846 | | | 124,064 | | | — | | | 231,910 | |
| General and administrative (excluding equity-based compensation) | | | 21,394 | | | 14,879 | | | 5,703 | | | 41,976 | |
| Equity-based compensation | | | 30,025 | | | 14,789 | | | 1,144 | | | 45,958 | |
| Facility idling | | | — | | | 1,801 | | | — | | | 1,801 | |
| Depreciation | | | 76,559 | | | 57,751 | | | — | | | 134,310 | |
| Impairment of property and equipment | | | — | | | 984 | | | — | | | 984 | |
| Loss on long-lived assets | | | 82,960 | | | 3,666 | | | — | | | 86,626 | |
| Other operating expense, net | | | — | | | 192 | | | — | | | 192 | |
| Total operating expenses | | | 318,784 | | | 218,126 | | | 6,847 | | | 543,757 | |
| Operating income | | | 631,414 | | | 20,102 | | | (6,847) | | | 644,669 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (190,404) | | | (190,404) | |
| Equity in earnings of unconsolidated affiliates | | | 116,439 | | | — | | | — | | | 116,439 | |
| Loss on early extinguishment of debt | | | — | | | — | | | (1,313) | | | (1,313) | |
| Transaction expense | | | — | | | — | | | (5,195) | | | (5,195) | |
| Total other income (expense) | | | 116,439 | | | — | | | (196,912) | | | (80,473) | |
| Income before income taxes | | | 747,853 | | | 20,102 | | | (203,759) | | | 564,196 | |
| Income tax expense | | | — | | | — | | | (151,033) | | | (151,033) | |
| Net income and comprehensive income | | $ | 747,853 | | | 20,102 | | | (354,792) | | | 413,163 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
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The operating data for Antero Midstream is as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | Amount of | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage | | |||||||
| | | 2024 | | 2025 | | or Decrease | | Change | | |||||
| Operating Data: | | | | | | | | | | | | | | |
| Gathering—low pressure (MMcf) | | | 1,199,804 | | | 1,247,889 | | | 48,085 | | | 4 | % | |
| Compression (MMcf) | | | 1,193,306 | | | 1,243,205 | | | 49,899 | | | 4 | % | |
| Gathering—high pressure (MMcf) | | | 1,102,673 | | | 1,158,138 | | | 55,465 | | | 5 | % | |
| Fresh water delivery (MBbl) | | | 34,626 | | | 35,342 | | | 716 | | | 2 | % | |
| Other fluid handling (MBbl) | | | 19,615 | | | 20,837 | | | 1,222 | | | 6 | % | |
| Wells serviced by fresh water delivery | | | 61 | | | 75 | | | 14 | | | 23 | % | |
| Gathering—low pressure (MMcf/d) | | | 3,278 | | | 3,419 | | | 141 | | | 4 | % | |
| Compression (MMcf/d) | | | 3,260 | | | 3,406 | | | 146 | | | 4 | % | |
| Gathering—high pressure (MMcf/d) | | | 3,013 | | | 3,173 | | | 160 | | | 5 | % | |
| Fresh water delivery (MBbl/d) | | | 95 | | | 97 | | | 2 | | | 2 | % | |
| Other fluid handling (MBbl/d) | | | 54 | | | 57 | | | 3 | | | 6 | % | |
| Average Realized Fees(1): | | | | | | | | | | | | | | |
| Average gathering—low pressure fee ($/Mcf) | | $ | 0.36 | | | 0.36 | | | — | | | * | | |
| Average compression fee ($/Mcf) | | $ | 0.21 | | | 0.22 | | | 0.01 | | | 5 | % | |
| Average gathering—high pressure fee ($/Mcf) | | $ | 0.22 | | | 0.23 | | | 0.01 | | | 5 | % | |
| Average fresh water delivery fee ($/Bbl) | | $ | 4.31 | | | 4.37 | | | 0.06 | | | 1 | % | |
| Joint Venture Operating Data: | | | | | | | | | | | | | | |
| Processing—Joint Venture (MMcf) | | | 588,583 | | | 615,688 | | | 27,105 | | | 5 | % | |
| Fractionation—Joint Venture (MBbl) | | | 14,640 | | | 14,600 | | | (40) | | | * | | |
| Processing—Joint Venture (MMcf/d) | | | 1,608 | | | 1,687 | | | 79 | | | 5 | % | |
| Fractionation—Joint Venture (MBbl/d) | | | 40 | | | 40 | | | — | | | * | | |
*Not meaningful or applicable.
(1)The average realized fees for the year ended December 31, 2025 include annual CPI-based adjustments of approximately 1.6%.
Revenues. Total revenues increased by 7%, from $1.1 billion for the year ended December 31, 2024, to $1.2 billion for the year ended December 31, 2025. Total revenues included amortization of customer relationships of $71 million for each of the years ended December 31, 2024 and 2025. Gathering and processing revenues increased by 7%, from $889 million for the year ended December 31, 2024 to $950 million for the year ended December 31, 2025. Water handling revenues increased by 10%, from $217 million for the year ended December 31, 2024 to $238 million for the year ended December 31, 2025. These fluctuations primarily resulted from the following:
Gathering and Processing
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Low pressure gathering revenue increased $24 million period over period primarily due to increased throughput volumes of 48 Bcf, or 141 MMcf/d, and increased low pressure gathering rates as a result of annual CPI-based adjustments. Low pressure gathering volumes increased between periods primarily due to 78 additional wells being connected to our system since December 31, 2024, partially offset by natural production decline of the wells connected to our system between periods. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Compression revenue increased $16 million period over period primarily due to increased throughput volumes of 50 Bcf, or 146 MMcf/d, and increased compression rates as a result of annual CPI-based adjustments. Compression volumes increased between periods primarily due to 78 additional wells being connected to our system since December 31, 2024, partially offset by natural production decline of the wells connected to our system between periods. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | High pressure gathering revenue increased $21 million period over period primarily due to increased throughput volumes of 55 Bcf, or 160 MMcf/d, and increased high pressure gathering rates as a result of annual CPI-based adjustments. High pressure gathering volumes increased between periods primarily due to 78 additional wells being connected to our system since December 31, 2024, partially offset by natural production decline of the wells connected to our system between periods. |
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Water Handling
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Fresh water delivery revenue increased $5 million period over period primarily due to increased fresh water delivery volumes of 1 MMBbl, or 2 MBbl/d, and an increase to the fresh water delivery rate as a result of an annual CPI-based adjustment. Fresh water delivery volumes increased between periods due to the increase in wells serviced by our fresh water delivery system as a result of the timing of well completions by Antero Resources. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other fluid handling services revenue increased $16 million period over period primarily due to increased other fluid handling volumes of 1 MMBbl, or 3 MBbl/d, as a result of higher wastewater trucking and blending volumes, as well as higher costs that are billed at cost plus 3% and blending cost of service fees between periods. |
Direct operating expenses. Direct operating expenses increased by 6%, from $218 million for the year ended December 31, 2024 to $232 million for the year ended December 31, 2025. Gathering and processing direct operating expenses increased by 5% from $103 million for the year ended December 31, 2024 to $108 million for the year ended December 31, 2025 primarily due to increased gathering and compression volumes, higher costs for the two compressor stations and 48 miles of high pressure gathering lines acquired during the second quarter of 2024 and increased heavy maintenance expense between periods. Water handling direct operating expenses increased by 8%, from $115 million for the year ended December 31, 2024 to $124 million for the year ended December 31, 2025 primarily due to increased other fluid handling volumes, higher wastewater trucking and disposal costs, and increased blending costs between periods.
General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) remained consistent at $42 million for the year ended December 31, 2024 and 2025, respectively.
Equity-based compensation expenses. Equity-based compensation expenses remained relatively consistent at $44 million and $46 million for the year ended December 31, 2024 and 2025, respectively. See Note 11—Equity-Based Compensation to our consolidated financial statements for additional information.
Depreciation expense. Depreciation expense decreased by 4%, from $140 million for the year ended December 31, 2024 to $134 million for the year ended December 31, 2025 primarily due to lower depreciation expense of $11 million related to our program to repurpose underutilized compressor units to expand existing or construct new compressor stations between periods, partially offset by depreciation expense of $4 million related to assets placed in service between periods and higher depreciation expense of $1 million for our assets acquired during the second quarter of 2024.
Loss on long-lived assets. During the year ended December 31, 2025, we recognized a loss on long-lived assets of $87 million related to the write-down of our Utica Shale net assets held for sale to the cash consideration expected to be received in the Utica Shale Divestiture less costs to sell. There was no loss on long-lived assets during the year ended December 31, 2024. See Note 3—Transactions to our consolidated financial statements for additional information.
Interest expense. Interest expense decreased by 8%, from $207 million for the year ended December 31, 2024 to $190 million for the year ended December 31, 2025 primarily due to lower interest expense on our senior notes due to the repurchase and redemption of the 7.875% senior notes due May 15, 2026 (the “2026 Notes”) during the year ended December 31, 2024, and the redemption of the 2027 Notes during the year ended December 31, 2025, as well as lower interest rates on our Credit Facility between periods, partially offset by the issuances of the 6.625% senior notes due February 1, 2032 (the “2032 Notes”), 2033 Notes and 2034 Notes and higher average borrowing on our Credit Facility between periods. See Note 9—Long-Term Debt to our consolidated financial statements for additional information.
Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 5%, from $111 million for the year ended December 31, 2024 to $116 million for the year ended December 31, 2025 primarily due to increased processing volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments between periods.
Loss on early extinguishment of debt. During the year ended December 31, 2024, we recognized a loss on early extinguishment of debt of $14 million related to the premium paid to repurchase or otherwise fully redeem all of our 2026 Notes at a weighted average premium of 101.975% of the principal amount thereof, plus accrued and unpaid interest, as well as the write-off of unamortized deferred financing costs. During the year ended December 31, 2025, we recognized a loss on early extinguishment of debt of $1 million related to the write-off of unamortized deferred financing costs and premium attributable to our 2027 Notes that were fully redeemed at par, plus accrued and unpaid interest. See Note 9—Long-Term Debt to our consolidated financial statements for additional information.
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Transaction expense. During the year ended December 31, 2025, we incurred $5 million of transaction expense related to the HG Acquisition. There were no transaction expenses during the year ended December 31, 2024. See Note 3—Transactions to our consolidated financial statements for additional information.
Income tax expense. Income tax expense increased by 2%, from $148 million for the year ended December 31, 2024 to $151 million for the year ended December 31, 2025, which reflects effective tax rates of 26.9% and 26.8%, respectively. This income tax expense increase was primarily due to higher income before income taxes between periods. See Note 8—Income Taxes to our consolidated financial statement for additional information.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2024
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” in our 2024 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2024.
Capital Resources and Liquidity
Sources and Uses of Cash
Capital resources and liquidity are provided by operating cash flows, available borrowings under our Credit Facility, our Utica Shale Divestiture and capital market transactions. See Note 3—Transactions and Note 9—Long-Term Debt to our consolidated financial statements for additional information. We expect that the combination of these capital resources will be adequate to meet our working capital requirements, capital expenditures program and expected quarterly cash dividends for at least the next 12 months.
During the year ended December 31, 2025, we paid dividends of $0.90 per share, or a total of $439 million, to holders of our common stock, as applicable, and we paid $550,000 of dividends on our Series A Preferred Stock. On January 14, 2026, the Board declared a cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2025. The dividend was paid on February 11, 2026 to stockholders of record as of January 28, 2026. Our Board also declared a cash dividend of $137,500 on our Series A Preferred Stock that will be paid on February 17, 2026 in accordance with their terms. As of December 31, 2025, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock. See Note 12—Cash Dividends and Note 13—Equity and Net Income Per Common Share to our consolidated financial statements for additional information.
We expect our future cash requirements relating to working capital, capital expenditures, acquisitions and quarterly cash dividends to our stockholders will be funded from cash flows internally generated from our operations, the net proceeds from the offering of the 2034 Notes, proceeds from our Utica Shale Divestiture and borrowings under the Credit Facility.
As of December 31, 2025, we did not have any off-balance sheet arrangements.
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2024 and 2025:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | | 2024 | | 2025 | | ||
| Net cash provided by operating activities | | $ | 843,994 | | | 932,464 | |
| Net cash used in investing activities | | | (242,733) | | | (169,212) | |
| Net cash used in financing activities | | | (601,327) | | | (500,317) | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | | $ | (66) | | | 262,935 | |
Year Ended December 31, 2024 Compared to Year Ended December 31, 2025
Operating activities. Net cash provided by operating activities was $844 million and $932 million for the years ended December 31, 2024 and 2025, respectively. This increase in cash flows provided by operating activities between periods was primarily due to higher gathering and processing and water handling revenues and changes in working capital, partially offset by increased direct operating expenses between periods.
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Investing activities. Net cash flows used in investing activities was $243 million and $169 million for the years ended December 31, 2024 and 2025, respectively. The decrease in cash flows used in investing activities between periods was primarily due to our acquisition of gathering and compression assets during the second quarter of 2024 of $70 million, before closing adjustments, and lower capital spending related to our gathering systems and facilities of $50 million, partially offset by higher capital spending on our water handling systems of $40 million and additional investment in Stonewall of $4 million between periods. The decreased capital spending for our gathering systems and facilities is primarily due to decreased high pressure pipeline projects of 7 miles in West Virginia. The increased capital spending for our water handling systems is primarily due to increased surface pipeline projects of 8 miles in West Virginia.
Financing activities. Net cash used in financing activities was $601 million and $500 million for the years ended December 31, 2024 and 2025, respectively. The decrease in cash flows used in financing activities between periods was primarily due to the issuance of our 2034 Notes of $600 million for the HG Acquisition, partially offset by increased net repayments on our Credit Facility of $339 million, increased repurchases of common stock of $106 million, lower cash provided from the refinancing of our 2026 Notes with our 2032 Notes of $39 million and higher employee tax withholdings for the settlement of equity-based compensation awards of $13 million.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2024
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Capital Resources and Liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the cash flows for the year ended December 31, 2023 compared to the year ended December 31, 2024.
Capital Investments
Our capital expenditures were as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | | 2024 | | 2025 | | ||
| Gathering systems and facilities | | $ | 131,920 | | | 91,115 | |
| Water handling systems | | | 27,011 | | | 80,937 | |
| Investments in unconsolidated affiliates | | | 2,393 | | | 6,653 | |
| Total capital expenditures | | $ | 161,324 | | | 178,705 | |
On February 11, 2026, we announced a 2026 capital budget with a range of $190 million to $220 million. Our capital budget reflects the closing of the HG Acquisition on February 3, 2026 and assumes the closing of the Utica Shale Divestiture during February 2026. Our capital budgets may be adjusted as business conditions warrant. We routinely monitor and adjust our capital expenditures in response to changes in Antero Resources’ development plans, changes in prices, availability of financing, acquisition costs, industry conditions, the timing of regulatory approvals, success or lack of success in Antero Resources’ drilling activities, contractual obligations, internally generated cash flows and other factors both within and outside our control. Additionally, we monitor our existing assets and look for opportunities to reuse or otherwise repurpose assets in an effort to optimize our capital efficiency.
Debt Agreements
We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases, open market purchases, privately negotiated transactions or otherwise. Any such repurchases will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We were in compliance with all covenants and ratios applicable to our debt agreements as of December 31, 2024 and 2025. The amounts involved could be material. See Note 9—Long-Term Debt to our consolidated financial statements for additional information.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. Any new accounting policies or updates to existing accounting policies as a result of recently adopted accounting standards have been included in Note 2—Summary of Significant Accounting Policies to our consolidated financial statements. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Accounting estimates and assumptions are considered to be critical if there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to
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be reasonable under the circumstances, the results of which form the basis for making judgments about the reported amounts in our consolidated financial statements that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements.
Property and Equipment
Property and equipment primarily consists of gathering pipelines, compressor stations and the water handling assets. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements.
Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property and equipment. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions and supply and demand for the Company’s services in the areas in which it operate. Historically, we have not experienced material changes in our results of operations from revisions to the estimated useful lives or salvage values of our property and equipment. However, these estimates are reviewed periodically and can be subject to revision as circumstances warrant. We believe that the estimates and assumptions related to depreciation expense are critical because the assumptions used to estimate useful lives and salvage values of property and equipment are susceptible to change as circumstances warrant. These assumptions affect depreciation expense and, if changed, could have a material effect on the Company's results of operations and financial position.
Income Taxes
Income taxes are accounted for using the asset and liability approach. Under this approach, deferred income tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We record deferred income tax expense to the extent our deferred income tax liabilities exceed our deferred income tax assets. We record a deferred income tax benefit to the extent our deferred income tax assets exceed our deferred income tax liabilities. We are subject to state and U.S. federal income taxes, but are currently not in a cash tax paying position with respect to U.S. federal income taxes.
We record a valuation allowance when we believe all or a portion of our deferred income tax assets will not be realized. In assessing the realizability of our deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will be realized based on a more-likely-than-not standard of judgment. The ultimate realization of deferred income tax assets is dependent upon our ability to generate future taxable income during the periods in which our deferred income tax assets are deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment, estimates of which may be imprecise due to unforeseen future events or conditions outside of our control, including changes in Antero Resources’ production or development plans or changes to tax laws and regulations. The amount of deferred income tax assets considered realizable could change based upon the amounts of taxable income actually generated, or as estimates of future taxable income change.
The calculation of deferred income tax assets and liabilities involves uncertainties in the application of complex tax laws and regulations. We recognize in our financial statements those tax positions which we believe are more-likely-than-not to be sustained upon examination by the IRS or state revenue authorities. We believe that the estimates and assumptions related to income taxes are critical because the assumptions and estimates required to assess the likelihood that our deferred income tax assets will be recovered from future taxable income, as well as the amount and timing of a valuation allowance on our deferred income tax assets is an exercise in judgement and susceptible to change as circumstances warrant. These assumptions affect deferred income tax liability and income tax expense and, if changed, could have a material effect on the Company's financial position and results of operations.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001558370-25-000862.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, see “Item 1A. Risk Factors.” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets to primarily service Antero Resources’ production and completion activity. We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin and present opportunities to expand our midstream services to other operators in the Appalachian Basin. Our assets consist of gathering pipelines, compressor stations and interests in processing and fractionation plants that collect and process production from Antero Resources’ wells in the Appalachian Basin in West Virginia and Ohio. Our assets also include two independent water handling systems that deliver water from the Ohio River and several regional waterways. These water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments. Portions of these water handling systems are also utilized to transport flowback and produced water. These services are provided by us directly or through third-parties with which we contract.
Asset Acquisition
On May 1, 2024, we acquired certain Marcellus gas gathering and compression assets from Summit for $70 million in cash, before closing adjustments, with an effective date of April 1, 2024. This acquisition was funded with our operating cash flow. The acquired assets include 48 miles of high pressure gathering pipelines and two compressor stations with 100 MMcf/d of compression capacity. These assets were already interconnected to our low pressure and high pressure gas gathering systems at the time of acquisition and service Antero Resources’ production. Currently, we do not expect to make any significant capital investments related to the acquired assets. See Note 6—Property and Equipment to our consolidated financial statements for additional information.
Financing Highlights
Credit Facility
On July 30, 2024, we entered into an amendment and restatement of our senior secured revolving credit facility with lender commitments of $1.25 billion, which matures on July 30, 2029 (subject to certain terms and conditions related to the outstanding balances to our 2027, 2028 and 2029 notes). See Note 8—Long-Term Debt to our consolidated financial statements for additional information.
Issuance of Senior Notes
On January 16, 2024, we issued $600 million of 6.625% senior notes due February 1, 2032 (the “2032 Notes”) at par. The 2032 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2032 Notes rank pari passu to our other outstanding senior notes and are guaranteed on a full and unconditional and joint and several senior unsecured basis by our wholly owned subsidiaries and certain of our future restricted subsidiaries. The net proceeds from this offering were used to repay outstanding borrowings on the Credit Facility. See Note 8—Long-Term Debt to our consolidated financial statements for additional information.
Repurchase of Senior Notes
During the year ended December 31, 2024, we repurchased or otherwise fully redeemed $550 million aggregate principal amount of our 7.875% senior notes due May 15, 2026 (the “2026 Notes”) at a weighted average premium of 101.975% of the principal amount thereof, plus accrued and unpaid interest. The 2026 Notes were retired as of May 16, 2024. See Note 8—Long-Term Debt to our consolidated financial statements for additional information.
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Share Repurchase Program
On February 13, 2024, our Board authorized a share repurchase program that allows us to repurchase up to $500 million of shares of our outstanding common stock. During the year ended December 31, 2024, we repurchased approximately 2 million shares of our common stock through our share repurchase program for a total cost of $29 million. As of December 31, 2024, we have $471 million remaining under our share repurchase program. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the Inflation Reduction Act of 2022 applies to our share repurchase program.
Market Conditions and Business Trends
Commodity Markets
Benchmark prices for natural gas decreased significantly, while benchmark prices for oil remained relatively consistent and NGLs increased during the year ended December 31, 2024 as compared to the year ended December 31, 2023. While substantially all of our revenues are based on fixed-fee contracts that are not directly impacted by changes in commodity prices, commodity price changes do impact the revenues and cash flows of Antero Resources, and Antero Resources’ drilling and development plan does have a direct impact on our gathering, compression and water handling services, revenues and cash flows. In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, due to Antero Resources’ improved liquidity and leverage position as compared to historical levels, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices.
Economic Indicators
The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through 2024. For example, CPI for all urban consumers increased 4.1% from the year ended December 31, 2022 to the year ended December 31, 2023 and an additional 2.9% from the year ended December 31, 2023 to the year ended December 31, 2024. In order to manage the inflation risk present in the United States’ economy, the Federal Reserve utilized monetary policy in the form of interest rate increases beginning in March 2022 in an effort to bring the inflation rate in line with its stated goal of 2% on a long-term basis. Between March 2022 and July 2023, the Federal Reserve increased the federal funds interest rate by 5.25%. During the second half of 2024, inflation rates began to approach the Federal Reserve’s stated goal of 2%, and the Federal Reserve decreased the federal funds rate by 1.0% between September and December 2024. While inflationary pressures in the United States’ economy have begun to subside, we continue to be impacted by the increased federal funds interest rate. See “—Results of Operations” for additional information.
The economy also continues to be impacted by global events. These events have often caused global supply chain disruptions with additional pressure due to trade sanctions on Russia and other global trade restrictions, among others. However, neither our nor Antero Resources’ supply chain has experienced any significant interruptions due to such events.
Inflationary pressures and supply chain disruptions could result in further increases to our operating and capital costs that are not fixed. However, our gathering and compression and water agreements provide for annual CPI-based adjustments that mitigate a portion of such inflationary pressures.
These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.
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Sources of Our Revenues
The following items are the primary components of our revenues:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Gathering and Processing. Our low pressure gathering, compression and high pressure gathering services support production operations for Antero Resources. Our gathering and processing revenues are driven by the volumes of natural gas we gather and compress. We receive a low pressure gathering fee per Mcf, a compression fee per Mcf and a high pressure gathering fee per Mcf, as applicable, substantially all of which are subject to annual CPI-based adjustments. Additionally, our gathering and compression agreements provide for certain minimum volume commitments for gathering and compression services that run to 2034. Pursuant to our long-term contracts with Antero Resources, we have secured long-term dedications covering substantially all of Antero Resources’ current and future acreage for gathering and compression services. Our gathering and compression operations are substantially dependent upon natural gas production from Antero Resources’ upstream activity in its areas of operation. In addition, there is a natural decline in production from existing wells that are connected to our gathering systems. Although we expect that Antero Resources will continue to devote substantial resources to the development of oil and gas reserves, we have no control over this activity and Antero Resources has the ability to reduce or curtail such development at its discretion. See Note 5—Revenue to our consolidated financial statements for additional information on our gathering and compression agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Water Handling. Our fresh water delivery systems and other fluid handling services support well completion and production operations for Antero Resources. These services are provided by us directly or through third-parties with which we contract. Our water handling revenues are driven by quantities of fresh water delivered to our customers to support their well completion operations and produced water transported, blended and/or disposed. We receive a fixed fee for all fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. Our other fluid handling services include wastewater handling, blending and high-rate transfer services. For other fluid handling services provided by us, we charge Antero Resources a cost of service fee. For other fluid handling services provided by third parties, we charge Antero Resources a fee based on our third-party out-of-pocket costs plus 3%. We have a long-term water services agreement covering Antero Resources’ approximately 567,000 gross acres in West Virginia and Ohio, with a right of first offer on all future areas of operation. The initial term of the water services agreement runs to 2035. Our water handling operations are substantially dependent upon the number of wells drilled and completed by Antero Resources, as well as Antero Resources’ production. As of December 31, 2024, Antero Resources had disclosed estimated net proved reserves of 17.9 Tcfe, of which 59% was natural gas, 40% were NGLs and 1% was oil. Antero Resources’ has a vast drilling inventory of horizontal well locations in the Appalachian Basin, all of which are on acreage dedicated to us, providing us with significant opportunity for future capital investments as Antero Resources’ drilling program continues. See Note 5—Revenue to our consolidated financial statements for additional information on our water services agreement. |
Principal Components of Our Cost Structure
The following items are the primary components of our operating expenses:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Direct Operating. We seek to maximize the profitability of our operations in part by minimizing, to the extent appropriate, expenses directly tied to operating and maintaining our assets. We schedule and conduct preventative maintenance over time to avoid significant variability in our direct operating expense and minimize the impact on our cash flow. Gathering and compression operating costs consist primarily of labor, water disposal, pigging, fuel, monitoring, repair and maintenance, utilities and contract services. Gathering and compression operating costs vary with the miles of pipeline and number of compressor stations in our gathering and compression system. Fresh water operating expenses consist primarily of labor, pigging, monitoring, repair and maintenance and contract services. Fresh water operating costs vary with the miles of pipeline, number of pumping stations and the number of well completions in the Appalachian Basin for which we deliver fresh water and number of impoundments in our water system. Other fluid handling costs relate to contract services performed by us and third parties. Our other fluid handling costs consist of labor, monitoring and repair and maintenance costs. The other primary drivers of our direct operating expense include maintenance and contract services, regulatory and compliance expense and ad valorem taxes. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | General and Administrative. Our general and administrative expenses include direct charges incurred by us and costs charged by Antero Resources. These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation. These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. Management believes these allocation methodologies are reasonable. Equity-based compensation includes costs related to the AM LTIP. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Depreciation. Depreciation consists of our estimate of the decrease in value of the assets capitalized in property and equipment as a result of using the assets throughout the applicable year. Depreciation is computed over the asset’s estimated useful life using the straight-line basis. See Note 6—Property and Equipment to our consolidated financial statements for additional information on our asset classes and estimated lives of our assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Impairment. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to their estimated fair value. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest. We have typically financed a portion of our cash requirements with borrowings under our Credit Facility and with senior unsecured notes. Our interest expense also includes amortization of deferred financing costs incurred in connection with our Credit Facility and senior notes and amortization of senior notes premiums. See Note 8—Long-Term Debt to our consolidated financial statements for additional information on our debt agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Income tax expense. We are subject to state and federal income taxes but are currently not in a cash tax paying position with respect to state and federal income taxes. The difference between our financial statement income tax expense and our current U.S. federal income tax liability is primarily due to the differences in the tax and financial statement treatment of our investment in Antero Midstream Partners. We have recorded deferred income tax expense to the extent our deferred income tax liabilities exceed our deferred income tax assets. Our deferred income tax assets result primarily from net operating loss carryforwards. As of December 31, 2024, we had U.S. federal NOL carryforwards of $438 million and state NOL carryforwards of $505 million. The Company currently considers all of its deferred income tax assets, except for those related to charitable contributions, realizable. The amount of deferred income tax assets considered realizable, however, could change as we generate taxable income or as estimates of future taxable income are reduced. See Note 7—Income Taxes to our consolidated financial statements for additional information on our deferred income tax position and income tax expense. |
Results of Operations
We have two reportable segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the Joint Venture and Stonewall. The Joint Venture and Stonewall provide processing and fractionation services and high-pressure gas gathering services, respectively, in the Appalachian Basin. The water handling segment includes (i) two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending. See Note 16—Reportable Segments to our consolidated financial statements for additional information.
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Year Ended December 31, 2023 Compared to Year Ended December 31, 2024
The operating results of our reportable segments were as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2023 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | Processing | Handling | Unallocated (1) | Total | | ||||||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 893,862 | | | 268,667 | | | — | | | 1,162,529 | |
| Revenue–third-party | | | — | | | 1,414 | | | — | | | 1,414 | |
| Gathering—low pressure fee rebate | | | (51,500) | | | — | | | — | | | (51,500) | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 805,276 | | | 236,495 | | | — | | | 1,041,771 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 95,507 | | | 117,658 | | | — | | | 213,165 | |
| General and administrative (excluding equity-based compensation) | | | 22,532 | | | 12,497 | | | 4,433 | | | 39,462 | |
| Equity-based compensation | | | 23,313 | | | 7,362 | | | 931 | | | 31,606 | |
| Facility idling | | | — | | | 2,459 | | | — | | | 2,459 | |
| Depreciation | | | 83,409 | | | 52,650 | | | — | | | 136,059 | |
| Impairment of property and equipment | | | 133 | | | 13 | | | — | | | 146 | |
| Accretion of asset retirement obligations | | | — | | | 177 | | | — | | | 177 | |
| Loss on settlement of asset retirement obligations | | | — | | | 805 | | | — | | | 805 | |
| Loss (gain) on asset sale | | | 6,039 | | | (9) | | | — | | | 6,030 | |
| Total operating expenses | | | 230,933 | | | 193,612 | | | 5,364 | | | 429,909 | |
| Operating income | | | 574,343 | | | 42,883 | | | (5,364) | | | 611,862 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (217,245) | | | (217,245) | |
| Equity in earnings of unconsolidated affiliates | | | 105,456 | | | — | | | — | | | 105,456 | |
| Total other income (expense) | | | 105,456 | | | — | | | (217,245) | | | (111,789) | |
| Income before income taxes | | | 679,799 | | | 42,883 | | | (222,609) | | | 500,073 | |
| Income tax expense | | | — | | | — | | | (128,287) | | | (128,287) | |
| Net income and comprehensive income | | $ | 679,799 | | | 42,883 | | | (350,896) | | | 371,786 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
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| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2024 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | Processing | Handling | Unallocated (1) | Total | | ||||||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 926,063 | | | 248,858 | | | — | | | 1,174,921 | |
| Revenue–third-party | | | — | | | 1,944 | | | — | | | 1,944 | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 888,977 | | | 217,216 | | | — | | | 1,106,193 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 103,053 | | | 114,923 | | | — | | | 217,976 | |
| General and administrative (excluding equity-based compensation) | | | 28,814 | | | 8,279 | | | 4,661 | | | 41,754 | |
| Equity-based compensation | | | 35,535 | | | 7,800 | | | 997 | | | 44,332 | |
| Facility idling | | | — | | | 1,721 | | | — | | | 1,721 | |
| Depreciation | | | 84,398 | | | 55,602 | | | — | | | 140,000 | |
| Impairment of property and equipment | | | 332 | | | — | | | — | | | 332 | |
| Accretion of asset retirement obligations | | | — | | | 189 | | | — | | | 189 | |
| Loss on asset sale | | | — | | | 723 | | | — | | | 723 | |
| Total operating expenses | | | 252,132 | | | 189,237 | | | 5,658 | | | 447,027 | |
| Operating income | | | 636,845 | | | 27,979 | | | (5,658) | | | 659,166 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (207,027) | | | (207,027) | |
| Equity in earnings of unconsolidated affiliates | | | 110,573 | | | — | | | — | | | 110,573 | |
| Loss on early extinguishment of debt | | | — | | | — | | | (14,091) | | | (14,091) | |
| Total other income (expense) | | | 110,573 | | | — | | | (221,118) | | | (110,545) | |
| Income before income taxes | | | 747,418 | | | 27,979 | | | (226,776) | | | 548,621 | |
| Income tax expense | | | — | | | — | | | (147,729) | | | (147,729) | |
| Net income and comprehensive income | | $ | 747,418 | | | 27,979 | | | (374,505) | | | 400,892 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
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The operating data for Antero Midstream is as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | Amount of | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage | | |||||||
| | 2023 | 2024 | or Decrease | Change | | |||||||||
| Operating Data: | | | | | | | | | | | | | | |
| Gathering—low pressure (MMcf) | | | 1,202,510 | | | 1,199,804 | | | (2,706) | | | * | | |
| Compression (MMcf) | | | 1,186,641 | | | 1,193,306 | | | 6,665 | | | 1 | % | |
| Gathering—high pressure (MMcf) | | | 1,068,292 | | | 1,102,673 | | | 34,381 | | | 3 | % | |
| Fresh water delivery (MBbl) | | | 39,072 | | | 34,626 | | | (4,446) | | | (11) | % | |
| Other fluid handling (MBbl) | | | 20,084 | | | 19,615 | | | (469) | | | (2) | % | |
| Wells serviced by fresh water delivery | | | 76 | | | 61 | | | (15) | | | (20) | % | |
| Gathering—low pressure (MMcf/d) | | | 3,295 | | | 3,278 | | | (17) | | | (1) | % | |
| Compression (MMcf/d) | | | 3,251 | | | 3,260 | | | 9 | | | * | | |
| Gathering—high pressure (MMcf/d) | | | 2,927 | | | 3,013 | | | 86 | | | 3 | % | |
| Fresh water delivery (MBbl/d) | | | 107 | | | 95 | | | (12) | | | (11) | % | |
| Other fluid handling (MBbl/d) | | | 55 | | | 54 | | | (1) | | | (2) | % | |
| Average Realized Fees(1): | | | | | | | | | | | | | | |
| Average gathering—low pressure fee ($/Mcf) | | $ | 0.35 | | | 0.36 | | | 0.01 | | | 3 | % | |
| Average compression fee ($/Mcf) | | $ | 0.21 | | | 0.21 | | | — | | | * | | |
| Average gathering—high pressure fee ($/Mcf) | | $ | 0.21 | | | 0.22 | | | 0.01 | | | 5 | % | |
| Average fresh water delivery fee ($/Bbl) | | $ | 4.21 | | | 4.31 | | | 0.10 | | | 2 | % | |
| Joint Venture Operating Data: | | | | | | | | | | | | | | |
| Processing—Joint Venture (MMcf) | | | 581,785 | | | 588,583 | | | 6,798 | | | 1 | % | |
| Fractionation—Joint Venture (MBbl) | | | 14,135 | | | 14,640 | | | 505 | | | 4 | % | |
| Processing—Joint Venture (MMcf/d) | | | 1,594 | | | 1,608 | | | 14 | | | 1 | % | |
| Fractionation—Joint Venture (MBbl/d) | | | 39 | | | 40 | | | 1 | | | 3 | % | |
*Not meaningful or applicable.
(1)The average realized fees for the year ended December 31, 2024 include annual CPI-based adjustments of approximately 1.6%.
Revenues. Total revenues increased by 6%, from $1.0 billion for the year ended December 31, 2023, to $1.1 billion for the year ended December 31, 2024. Total revenues included amortization of customer relationships of $71 million during each of the years ended December 31, 2023 and 2024. Gathering and processing revenues increased by 10%, from $805 million for the year ended December 31, 2023 to $889 million for the year ended December 31, 2024. Water handling revenues decreased by 8%, from $237 million for the year ended December 31, 2023 to $217 million for the year ended December 31, 2024. These fluctuations primarily resulted from the following:
Gathering and Processing
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Low pressure gathering revenue increased $59 million period over period primarily due to lower growth incentive rebates of $52 million due to the expiration of the program on December 31, 2023 and increased low pressure gathering rates as a result of annual CPI-based adjustments, partially offset by decreased throughput volumes of 3 Bcf, or 17 MMcf/d. Low pressure gathering volumes decreased between periods primarily due to natural production decline from wells connected to our system, partially offset by 51 additional wells being connected to our system since December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Compression revenue increased $6 million period over period due to increased throughput volumes of 7 Bcf, or 9 MMcf/d, and increased compression rates as a result of annual CPI-based adjustments. Compression volumes increased between periods primarily due to 51 additional wells connected to our system since December 31, 2023 and two compressor stations that were acquired during the second quarter of 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | High pressure gathering revenue increased $19 million period over period primarily due to increased throughput volumes of 34 Bcf, or 86 MMcf/d, our acquisition of 48 miles of high pressure gathering lines during the second quarter of 2024 and increased high pressure gathering rates as a result of an annual CPI-based adjustment. The high pressure gathering volumes increased period over period primarily due to 51 additional wells being connected to our high pressure system since December 31, 2023. |
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Water Handling
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Fresh water delivery revenue decreased $16 million period over period primarily due to decreased fresh water delivery volumes of 4 MMBbl, or 12 MBbl/d, partially offset by an increase to the fresh water delivery rate for our long-term contract with Antero Resources as a result of the annual CPI-based adjustment. Fresh water delivery volumes decreased between periods due to fewer wells serviced by our fresh water delivery system as a result of the timing of well completions by Antero Resources. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other fluid handling services revenue decreased $4 million period over period primarily due to decreased wastewater handling services and lower high rate transfer volumes during the year ended December 31, 2024, partially offset by higher blending cost of service fees between periods. |
Direct operating expenses. Direct operating expenses increased by 2%, from $213 million for the year ended December 31, 2023 to $218 million for the year ended December 31, 2024. Gathering and processing direct operating expenses increased by 8% from $96 million for the year ended December 31, 2023 to $103 million for the year ended December 31, 2024 primarily due to increased high pressure gathering and compression volumes between periods and our acquisition of two compressor stations and 48 miles of high pressure gathering lines during the second quarter of 2024. Water handling direct operating expenses decreased by 2%, from $117 million for the year ended December 31, 2023 to $115 million for the year ended December 31, 2024 primarily due to decreased fresh water and other fluid handling volumes between periods, partially offset by increased pipeline maintenance, repair and monitoring activities.
General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) increased by 6%, from $39 million for the year ended December 31, 2023 to $42 million for the year ended December 31, 2024 primarily due to higher costs allocated to us from Antero Resources.
Equity-based compensation expenses. Equity-based compensation expenses increased by 40% from $32 million for the year ended December 31, 2023 to $44 million for the year ended December 31, 2024 primarily due to annual equity-based awards granted during the first quarter of 2024. Our equity-based awards vest over three or four year service periods. See Note 10—Equity-Based Compensation to our consolidated financial statements for additional information.
Depreciation expense. Depreciation expense increased by 3% from $136 million for the year ended December 31, 2023 to $140 million for the year ended December 31, 2024. This increase was primarily due to $5 million related to assets placed in service between periods and $1 million for our assets acquired during the second quarter of 2024, partially offset by $2 million of lower expense between periods related to our program to repurpose underutilized compressor units to expand existing or construct new compressor stations.
Loss on asset sale. Loss on asset sale of $6 million and $1 million for the years ended December 31, 2023 and 2024, respectively, was primarily due to sales of miscellaneous equipment.
Interest expense. Interest expense decreased by 5%, from $217 million for the year ended December 31, 2023 to $207 million for the year ended December 31, 2024 primarily due to lower Credit Facility borrowings between periods and the repurchase and redemption of $550 million principal amount of the 2026 Notes during the year ended December 31, 2024, partially offset by the issuance of $600 million principal amount of 2032 Notes during the year ended December 31, 2024.
Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 5%, from $105 million for the year ended December 31, 2023 to $111 million for the year ended December 31, 2024 primarily due to increased processing and fractionation volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments between periods.
Loss on early extinguishment of debt. During the year ended December 31, 2024, we repurchased or otherwise fully redeemed the $550 million aggregate principal amount of our 2026 Notes at a weighted average premium of 101.975% of the principal amount thereof, plus accrued and unpaid interest, and recognized a loss on early debt extinguishment of $14 million. There was no loss on early extinguishment of debt for the year ended December 31, 2023. See Note 8—Long-Term Debt to our consolidated financial statements for additional information.
Income tax expense. Income tax expense increased by 15% from $128 million for the year ended December 31, 2023 to $148 million for the year ended December 31, 2024, which reflects effective tax rates of 25.7% and 26.9%, respectively. This income tax expense increase was primarily due to higher pre-tax income between periods. The increase in our effective tax rate between periods was primarily due to changes in apportionment of state income taxes during the year ended December 31, 2024.
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Year Ended December 31, 2022 Compared to Year Ended December 31, 2023
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” in our 2023 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2023.
Capital Resources and Liquidity
Sources and Uses of Cash
Capital resources and liquidity are provided by operating cash flows, available borrowings under our Credit Facility and capital market transactions. See Note 8—Long-Term Debt to our consolidated financial statements for additional information. We expect that the combination of these capital resources will be adequate to meet our working capital requirements, capital expenditures program and expected quarterly cash dividends for at least the next 12 months.
During the year ended December 31, 2024, we paid dividends of $0.90 per share, or a total of $438 million, to holders of our common stock, as applicable, and we paid $550,000 of dividends on our Series A Preferred Stock. On January 14, 2025, the Board declared a cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2024. The dividend was paid on February 12, 2025 to stockholders of record as of January 29, 2025. Our Board also declared a cash dividend of $137,500 on our Series A Preferred Stock that will be paid on February 14, 2025 in accordance with their terms. As of December 31, 2024, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock. See Note 11—Cash Dividends and Note 12—Equity and Net Income Per Common Share to our consolidated financial statements for additional information.
We expect our future cash requirements relating to working capital, capital expenditures, acquisitions and quarterly cash dividends to our stockholders will be funded from cash flows internally generated from our operations or borrowings under the Credit Facility.
As of December 31, 2024, we did not have any off-balance sheet arrangements.
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2023 and 2024:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | 2023 | 2024 | | ||||
| Net cash provided by operating activities | | $ | 779,063 | | | 843,994 | |
| Net cash used in investing activities | | | (183,206) | | | (242,733) | |
| Net cash used in financing activities | | | (595,791) | | | (601,327) | |
| Net increase (decrease) in cash and cash equivalents | | $ | 66 | | | (66) | |
Year Ended December 31, 2023 Compared to Year Ended December 31, 2024
Operating Activities. Net cash provided by operating activities was $779 million and $844 million for the years ended December 31, 2023 and 2024, respectively. The increase in cash provided by operations between periods was primarily due to higher gathering and processing revenues and increased distributions from our equity method investments during the year ended December 31, 2024, partially offset by lower water handling revenues between periods. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” for additional information on the period over period changes in our gathering and processing and water handling revenues.
Investing Activities. Net cash used in investing activities was $183 million and $243 million for the years ended December 31, 2023 and 2024, respectively. The increase in cash used in investing activities between periods was primarily due to our acquisition of gathering and compression assets during the second quarter of 2024 of $70 million, before closing adjustments, and increased capital spending for our gathering systems and facilities of $12 million, partially offset by decreased capital spending for our water handling systems of $23 million between periods. During the year ended December 31, 2023, we expanded our gathering systems and facilities by building 17 miles of pipeline and adding capacity to one existing compressor station and water handling systems by building buried and surface pipelines of 6 miles and 9 miles, respectively. During the year ended December 31, 2024, we expanded our gathering systems and facilities by building 29 miles of pipeline and one new compressor station and water handling systems by building buried and surface pipelines of 1 mile and 17 miles, respectively.
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Financing Activities. Net cash used in financing activities was $596 million and $601 million for the years ended December 31, 2023 and 2024, respectively. The increase in cash used in financing activities between periods was primarily due to our repurchases and redemption of the 2026 Notes of $561 million, repurchases of approximately 2 million shares of our common stock for $29 million and payments for the 2032 Notes and New Credit Facility deferred financing costs of $13 million during the year ended December 31, 2024, partially offset by the issuance of the 2032 Notes of $600 million during the year ended December 31, 2024.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2023
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Capital Resources and Liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the cash flows for the year ended December 31, 2022 compared to the year ended December 31, 2023.
Capital Investments
Our capital expenditures were as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | | 2023 | | 2024 | | ||
| Gathering systems and facilities | | $ | 132,112 | | | 131,920 | |
| Water handling systems | | | 52,620 | | | 27,011 | |
| Investments in unconsolidated affiliates | | | 262 | | | 2,393 | |
| Total capital expenditures | | $ | 184,994 | | | 161,324 | |
On February 12, 2025, we announced a 2025 capital budget with a range of $170 million to $200 million. This capital budget supports Antero Resources’ maintenance capital program for 2025. Our capital budgets may be adjusted as business conditions warrant. If natural gas, NGLs and oil prices decline to levels below acceptable levels or costs increase to levels above acceptable levels, Antero Resources could choose to defer a significant portion of its budgeted capital expenditures until later periods. As a result, we may also defer a significant portion of our budgeted capital expenditures to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate consistent cash flows. We routinely monitor and adjust our capital expenditures in response to changes in Antero Resources’ development plans, changes in prices, availability of financing, acquisition costs, industry conditions, the timing of regulatory approvals, success or lack of success in Antero Resources’ drilling activities, contractual obligations, internally generated cash flows and other factors both within and outside our control. Additionally, we monitor our existing assets and look for opportunities to reuse or otherwise repurpose assets in an effort to optimize our capital efficiency.
Debt Agreements
We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, open market purchases, privately negotiated transactions or otherwise. Any such repurchases will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved could be material. We were in compliance with all covenants and ratios applicable to our debt agreements as of December 31, 2023 and 2024. See Note 8—Long-Term Debt to our consolidated financial statements for additional information.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. Any new accounting policies or updates to existing accounting policies as a result of recently adopted accounting standards have been included in Note 2—Summary of Significant Accounting Policies to our consolidated financial statements. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Accounting estimates and assumptions are considered to be critical if there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported amounts in our consolidated financial statements that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements.
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Property and Equipment
Property and equipment primarily consists of gathering pipelines, compressor stations and the water handling assets. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements.
Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property and equipment. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions and supply and demand for the Company’s services in the areas in which it operate. Historically, we have not experienced material changes in our results of operations from revisions to the estimated useful lives or salvage values of our property and equipment. However, these estimates are reviewed periodically and can be subject to revision as circumstances warrant. We believe that the estimates and assumptions related to depreciation expense are critical because the assumptions used to estimate useful lives and salvage values of property and equipment are susceptible to change as circumstances warrant. These assumptions affect depreciation expense and, if changed, could have a material effect on the Company's results of operations and financial position.
Income Taxes
Income taxes are accounted for using the asset and liability approach. Under this approach, deferred income tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We record deferred income tax expense to the extent our deferred income tax liabilities exceed our deferred income tax assets. We record a deferred income tax benefit to the extent our deferred income tax assets exceed our deferred income tax liabilities. We are subject to state and federal income taxes, but are currently not in a cash tax paying position with respect to federal income taxes.
We record a valuation allowance when we believe all or a portion of our deferred income tax assets will not be realized. In assessing the realizability of our deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will be realized based on a more-likely-than-not standard of judgment. The ultimate realization of deferred income tax assets is dependent upon our ability to generate future taxable income during the periods in which our deferred income tax assets are deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment, estimates of which may be imprecise due to unforeseen future events or conditions outside of our control, including changes in Antero Resources’ production or development plans or changes to tax laws and regulations. The amount of deferred income tax assets considered realizable could change based upon the amounts of taxable income actually generated, or as estimates of future taxable income change.
The calculation of deferred income tax assets and liabilities involves uncertainties in the application of complex tax laws and regulations. We recognize in our financial statements those tax positions which we believe are more-likely-than-not to be sustained upon examination by the IRS or state revenue authorities. We believe that the estimates and assumptions related to income taxes are critical because the assumptions and estimates required to assess the likelihood that our deferred income tax assets will be recovered from future taxable income, as well as the amount and timing of a valuation allowance on our deferred income tax assets is an exercise in judgement and susceptible to change as circumstances warrant. These assumptions affect deferred income tax liability and income tax expense and, if changed, could have a material effect on the Company's financial position and results of operations.
FY 2023 10-K MD&A
SEC filing source: 0001558370-24-001161.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, see “Item 1A. Risk Factors.” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets to primarily service Antero Resources’ production and completion activity. We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin and present opportunities to expand our midstream services to other operators in the Appalachian Basin. Our assets consist of gathering pipelines, compressor stations and interests in processing and fractionation plants that collect and process production from Antero Resources’ wells in the Appalachian Basin in West Virginia and Ohio. Our assets also include two independent water handling systems that deliver water from the Ohio River and several regional waterways. These water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments. Portions of these water handling systems are also utilized to transport flowback and produced water. These services are provided by us directly or through third-parties with which we contract.
Financing Highlights
Issuance of Senior Notes
On January 16, 2024, we issued $600 million of 6.625% senior notes due February 1, 2032 (the “2032 Notes”) at par. The 2032 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2032 Notes rank pari passu to our other outstanding senior notes and are guaranteed on a full and unconditional and joint and several senior unsecured basis by our wholly owned subsidiaries and certain of our future restricted subsidiaries. The net proceeds from this offering were used to repay outstanding borrowings on the Credit Facility. See Note 8—Long-Term Debt to the consolidated financial statements for more information.
Share Repurchase Program
On February 13, 2024, our Board of Directors authorized a share repurchase program that allows us to repurchase up to $500 million of shares of our outstanding common stock. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice.
Market Conditions and Business Trends
Commodity Markets
Prices for natural gas, NGLs and oil decreased significantly during the year ended December 31, 2023 as compared to the year ended December 31, 2022. While substantially all of our revenues are based on fixed-fee contracts that are not directly impacted by changes in commodity prices, commodity price changes do impact the revenues and cash flows of Antero Resources, and Antero Resources’ drilling and development plan does have a direct impact on our gathering, compression and water handling services, revenues and cash flows. In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, due to Antero Resources’ improved liquidity and leverage position as compared to historical levels, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices.
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Growth Incentive Fee Program with Antero Resources
Our 2019 gathering and compression agreement with Antero Resources included a growth incentive fee program whereby we agreed to provide quarterly fee rebates to Antero Resources through December 31, 2023, contingent upon Antero Resources achieving volumetric growth targets on low pressure gathering. Antero Resources’ throughput gathered under the gathering and compression agreements acquired with the Crestwood assets was not considered in the low pressure gathering volume targets. During the year ended December 31, 2022, Antero Resources earned $48 million in fee rebates by achieving the first level volumetric target during each quarter in 2022. During the year ended December 31, 2023, Antero Resources earned $52 million in fee rebates by achieving the first level volumetric target during the first, second and third quarters of 2023 and the second level volumetric target during the fourth quarter of 2023. The growth incentive fee rebate program expired on December 31, 2023.
Economic Indicators
The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through 2023. For example, CPI for all urban consumers increased 8% from the year ended December 31, 2021 to the year ended December 31, 2022 and an additional 4% from the year ended December 31, 2022 to the year ended December 31, 2023 as compared to the Federal Reserve’s stated goal of 2%. In order to manage the inflation risk present in the United States’ economy, the Federal Reserve utilized monetary policy in the form of interest rate increases beginning in March 2022 in an effort to bring the inflation rate in line with its stated goal of 2% on a long-term basis. Between March 2022 and December 2023, the Federal Reserve increased the federal funds interest rate by 5.25%. While inflationary pressures in the United States’ economy have begun to subside, we continue to be impacted by the increased federal funds interest rate. See “—Results of Operations” for additional information.
The economy also continues to be impacted by global events. These events have often caused global supply chain disruptions with additional pressure due to trade sanctions on Russia and other global trade restrictions, among others. However, neither our nor Antero Resources’ supply chain has experienced any significant interruptions due to such events.
Inflationary pressures and supply chain disruptions could result in further increases to our operating and capital costs that are not fixed. However, our gathering and compression and water agreements provide for annual CPI-based adjustments that mitigate a portion of such inflationary pressures.
These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.
Sources of Our Revenues
The following items are the primary components of our revenues:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Gathering and Processing. Our low pressure gathering, compression and high pressure gathering services support production operations for Antero Resources. Our gathering and processing revenues are driven by the volumes of natural gas we gather and compress. We receive a low pressure gathering fee per Mcf, a compression fee per Mcf and a high pressure gathering fee per Mcf, as applicable, substantially all of which are subject to annual CPI-based adjustments. Additionally, our gathering and compression agreements provide for certain minimum volume commitments for gathering and compression services that run to 2032. Pursuant to our long-term contracts with Antero Resources, we have secured long-term dedications covering substantially all of Antero Resources’ current and future acreage for gathering and compression services. Our gathering and compression operations are substantially dependent upon natural gas production from Antero Resources’ upstream activity in its areas of operation. In addition, there is a natural decline in production from existing wells that are connected to our gathering systems. Although we expect that Antero Resources will continue to devote substantial resources to the development of oil and gas reserves, we have no control over this activity and Antero Resources has the ability to reduce or curtail such development at its discretion. See Note 5—Revenue to the consolidated financial statements for more information on our gathering and compression agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Water Handling. Our fresh water delivery systems and other fluid handling services support well completion and production operations for Antero Resources. These services are provided by us directly or through third-parties with which we contract. Our water handling revenues are driven by quantities of fresh water delivered to our customers to support their well completion operations and produced water transported, blended and/or disposed. We receive a fixed fee for all fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. Our other fluid handling services include wastewater handling, blending and high-rate transfer services. For other fluid handling |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| services provided by us, we charge Antero Resources a cost of service fee. For other fluid handling services provided by third parties, we charge Antero Resources a fee based on our third-party out-of-pocket costs plus 3%. We have a long-term water services agreement covering Antero Resources’ approximately 570,000 gross acres in West Virginia and Ohio, with a right of first offer on all future areas of operation. The initial term of the water services agreement runs to 2035. Our water handling operations are substantially dependent upon the number of wells drilled and completed by Antero Resources, as well as Antero Resources’ production. As of December 31, 2023, Antero Resources had disclosed estimated net proved reserves of 18.1 Tcfe, of which 59% was natural gas, 40% were NGLs and 1% was oil. As of December 31, 2023, Antero Resources’ drilling inventory consisted of 1,588 gross identified potential horizontal well locations, all of which were on acreage dedicated to us, providing us with significant opportunity for future capital investments as Antero Resources’ drilling program continues. See Note 5—Revenue to the consolidated financial statements for more information on our water services agreement. |
Principal Components of Our Cost Structure
The following items are the primary components of our operating expenses:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Direct Operating. We seek to maximize the profitability of our operations in part by minimizing, to the extent appropriate, expenses directly tied to operating and maintaining our assets. We schedule and conduct preventative maintenance over time to avoid significant variability in our direct operating expense and minimize the impact on our cash flow. Gathering and compression operating costs consist primarily of labor, water disposal, pigging, fuel, monitoring, repair and maintenance, utilities and contract services. Gathering and compression operating costs vary with the miles of pipeline and number of compressor stations in our gathering and compression system. Fresh water operating expenses consist primarily of labor, pigging, monitoring, repair and maintenance and contract services. Fresh water operating costs vary with the miles of pipeline, number of pumping stations and to a lesser extent the number of well completions in the Appalachian Basin for which we deliver fresh water and number of impoundments in our water system. Other fluid handling costs, relate to contract services performed by us and third parties. Our other fluid handling costs consist of labor, monitoring and repair and maintenance costs. The other primary drivers of our direct operating expense include maintenance and contract services, regulatory and compliance expense and ad valorem taxes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | General and Administrative. Our general and administrative expenses include direct charges incurred by us and costs charged by Antero Resources. These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation. These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. Management believes these allocation methodologies are reasonable. Equity-based compensation includes (i) costs allocated to Antero Midstream by Antero Resources for grants made prior to March 12, 2019 pursuant to the Antero Resources Corporation Long-Term Incentive Plan and (ii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Depreciation. Depreciation consists of our estimate of the decrease in value of the assets capitalized in property and equipment as a result of using the assets throughout the applicable year. Depreciation is computed over the asset’s estimated useful life using the straight-line basis. See Note 6—Property and Equipment to our consolidated financial statements for additional information on our asset classes and estimated lives of our assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Impairment. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to their estimated fair value. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest. We have typically financed a portion of our cash requirements with borrowings under our revolving credit facility and with senior unsecured notes. Our interest expense also includes amortization of deferred financing costs incurred in connection with our revolving credit facility and senior notes and amortization of senior notes premiums. See Note 8—Long-Term Debt to our consolidated financial statements and “—Capital Resources and Liquidity—Debt Agreements” for additional information on our debt agreements. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Income tax expense. We are subject to state and federal income taxes but are currently not in a cash tax paying position with respect to state and federal income taxes. The difference between our financial statement income tax expense and our current U.S. federal income tax liability is primarily due to the differences in the tax and financial statement treatment of our investment in Antero Midstream Partners. We have recorded deferred income tax expense to the extent our deferred income tax liabilities exceed our deferred income tax assets. Our deferred income tax assets result primarily from net operating loss carryforwards. As of December 31, 2023, we had U.S. federal NOL carryforwards of $428 million and state NOL carryforwards of $496 million. The Company currently considers all of its deferred income tax assets, except for those related to charitable contributions, realizable. The amount of deferred income tax assets considered realizable, however, could change as we generate taxable income or as estimates of future taxable income are reduced. See Note 7—Income Taxes to our consolidated financial statements for a discussion of our deferred income tax position and income tax expense. |
Results of Operations
We have two reportable segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the Joint Venture and Stonewall. The Joint Venture and Stonewall provide processing and fractionation services and high pressure gas gathering services, respectively, in the Appalachian Basin. The water handling segment includes (i) two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2023
The operating results of our reportable segments were as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2022 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | Processing | Handling | Unallocated (1) | Total | | ||||||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 791,265 | | | 244,770 | | | — | | | 1,036,035 | |
| Revenue–third-party | | | — | | | 2,622 | | | — | | | 2,622 | |
| Gathering—low pressure fee rebate | | | (48,000) | | | — | | | — | | | (48,000) | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 706,179 | | | 213,806 | | | — | | | 919,985 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 75,889 | | | 104,365 | | | — | | | 180,254 | |
| General and administrative (excluding equity-based compensation) | | | 24,578 | | | 13,080 | | | 4,813 | | | 42,471 | |
| Equity-based compensation | | | 14,394 | | | 4,415 | | | 845 | | | 19,654 | |
| Facility idling | | | — | | | 4,166 | | | — | | | 4,166 | |
| Depreciation | | | 81,390 | | | 50,372 | | | — | | | 131,762 | |
| Impairment of property and equipment | | | 1,130 | | | 2,572 | | | — | | | 3,702 | |
| Accretion of asset retirement obligations | | | — | | | 222 | | | — | | | 222 | |
| Loss on settlement of asset retirement obligations | | | — | | | 539 | | | — | | | 539 | |
| Gain on asset sale | | | (2,120) | | | (131) | | | — | | | (2,251) | |
| Total operating expenses | | | 195,261 | | | 179,600 | | | 5,658 | | | 380,519 | |
| Operating income | | | 510,918 | | | 34,206 | | | (5,658) | | | 539,466 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (189,948) | | | (189,948) | |
| Equity in earnings of unconsolidated affiliates | | | 94,218 | | | — | | | — | | | 94,218 | |
| Total other income (expense) | | | 94,218 | | | — | | | (189,948) | | | (95,730) | |
| Income before income taxes | | | 605,136 | | | 34,206 | | | (195,606) | | | 443,736 | |
| Income tax expense | | | — | | | — | | | (117,494) | | | (117,494) | |
| Net income and comprehensive income | | $ | 605,136 | | | 34,206 | | | (313,100) | | | 326,242 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
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| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2023 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | Processing | Handling | Unallocated (1) | Total | | ||||||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 893,862 | | | 268,667 | | | — | | | 1,162,529 | |
| Revenue–third-party | | | — | | | 1,414 | | | — | | | 1,414 | |
| Gathering—low pressure fee rebate | | | (51,500) | | | — | | | — | | | (51,500) | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 805,276 | | | 236,495 | | | — | | | 1,041,771 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 95,507 | | | 117,658 | | | — | | | 213,165 | |
| General and administrative (excluding equity-based compensation) | | | 22,532 | | | 12,497 | | | 4,433 | | | 39,462 | |
| Equity-based compensation | | | 23,313 | | | 7,362 | | | 931 | | | 31,606 | |
| Facility idling | | | — | | | 2,459 | | | — | | | 2,459 | |
| Depreciation | | | 83,409 | | | 52,650 | | | — | | | 136,059 | |
| Impairment of property and equipment | | | 133 | | | 13 | | | — | | | 146 | |
| Accretion of asset retirement obligations | | | — | | | 177 | | | — | | | 177 | |
| Loss on settlement of asset retirement obligations | | | — | | | 805 | | | — | | | 805 | |
| Loss (gain) on asset sale | | | 6,039 | | | (9) | | | — | | | 6,030 | |
| Total operating expenses | | | 230,933 | | | 193,612 | | | 5,364 | | | 429,909 | |
| Operating income | | | 574,343 | | | 42,883 | | | (5,364) | | | 611,862 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (217,245) | | | (217,245) | |
| Equity in earnings of unconsolidated affiliates | | | 105,456 | | | — | | | — | | | 105,456 | |
| Total other income (expense) | | | 105,456 | | | — | | | (217,245) | | | (111,789) | |
| Income before income taxes | | | 679,799 | | | 42,883 | | | (222,609) | | | 500,073 | |
| Income tax expense | | | — | | | — | | | (128,287) | | | (128,287) | |
| Net income and comprehensive income | | $ | 679,799 | | | 42,883 | | | (350,896) | | | 371,786 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
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The operating data for Antero Midstream is as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended | | Amount of | | | | | | |||||
| | | December 31, | | Increase | | Percentage | | |||||||
| | 2022 | 2023 | or Decrease | Change | | |||||||||
| Operating Data: | | | | | | | | | | | | | | |
| Gathering—low pressure (MMcf) | | | 1,088,036 | | | 1,202,510 | | | 114,474 | | | 11 | % | |
| Compression (MMcf) | | | 1,034,052 | | | 1,186,641 | | | 152,589 | | | 15 | % | |
| Gathering—high pressure (MMcf) | | | 1,027,459 | | | 1,068,292 | | | 40,833 | | | 4 | % | |
| Fresh water delivery (MBbl) | | | 37,685 | | | 39,072 | | | 1,387 | | | 4 | % | |
| Other fluid handling (MBbl) | | | 19,059 | | | 20,084 | | | 1,025 | | | 5 | % | |
| Wells serviced by fresh water delivery | | | 76 | | | 76 | | | — | | | * | | |
| Gathering—low pressure (MMcf/d) | | | 2,981 | | | 3,295 | | | 314 | | | 11 | % | |
| Compression (MMcf/d) | | | 2,833 | | | 3,251 | | | 418 | | | 15 | % | |
| Gathering—high pressure (MMcf/d) | | | 2,815 | | | 2,927 | | | 112 | | | 4 | % | |
| Fresh water delivery (MBbl/d) | | | 103 | | | 107 | | | 4 | | | 4 | % | |
| Other fluid handling (MBbl/d) | | | 52 | | | 55 | | | 3 | | | 6 | % | |
| Average Realized Fees: | | | | | | | | | | | | | | |
| Average gathering—low pressure fee ($/Mcf) | | $ | 0.34 | | | 0.35 | | | 0.01 | | | 3 | % | |
| Average compression fee ($/Mcf) | | $ | 0.21 | | | 0.21 | | | — | | | * | | |
| Average gathering—high pressure fee ($/Mcf) | | $ | 0.21 | | | 0.21 | | | — | | | * | | |
| Average fresh water delivery fee ($/Bbl) | | $ | 4.07 | | | 4.21 | | | 0.14 | | | 3 | % | |
| Joint Venture Operating Data: | | | | | | | | | | | | | | |
| Processing—Joint Venture (MMcf) | | | 540,052 | | | 581,785 | | | 41,733 | | | 8 | % | |
| Fractionation—Joint Venture (MBbl) | | | 13,022 | | | 14,135 | | | 1,113 | | | 9 | % | |
| Processing—Joint Venture (MMcf/d) | | | 1,480 | | | 1,594 | | | 114 | | | 8 | % | |
| Fractionation—Joint Venture (MBbl/d) | | | 36 | | | 39 | | | 3 | | | 8 | % | |
*Not meaningful or applicable.
Revenues. Total revenues increased by $122 million, from $920 million for the year ended December 31, 2022, to $1,042 million for the year ended December 31, 2023. Total revenues included amortization of customer relationships of $71 million during each of the years ended December 31, 2022 and 2023. Gathering and processing revenues increased by 14%, from $706 million for the year ended December 31, 2022 to $805 million for the year ended December 31, 2023. Water handling revenues increased by 11%, from $214 million for the year ended December 31, 2022 to $237 million for the year ended December 31, 2023. These fluctuations primarily resulted from the following:
Gathering and Processing
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Low pressure gathering revenue increased $47 million period over period primarily due to increased throughput volumes of 114 Bcf, or 314 MMcf/d, and higher low pressure gathering rates as a result of annual CPI-based adjustments, partially offset by higher fee rebates of $4 million between periods. Low pressure gathering volumes increased between periods primarily due to 86 additional wells being connected to our system since December 31, 2022 and 253 wells that were connected to the assets we acquired during the fourth quarter of 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Compression revenue increased $37 million period over period due to increased throughput volumes of 153 Bcf, or 418 MMcf/d, and higher compression rates as a result of the annual CPI-based adjustments. Compression volumes increased between periods primarily due to the 86 additional wells connected to our system since December 31, 2022 and 12 compressor stations and 253 wells that were connected to the assets we acquired during the fourth quarter of 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | High pressure gathering revenue increased $15 million period over period primarily due to increased throughput volumes of 41 Bcf, or 112 MMcf/d, and an increased high pressure gathering rate as a result of an annual CPI-based adjustment. The high pressure gathering volumes increased period over period primarily due to 86 additional wells being connected to our high pressure system since December 31, 2022. The assets acquired during 2022 were already connected to high pressure systems operated by us or third parties prior to such acquisitions, and therefore, the 253 wells connected to the acquired assets did not increase the throughput on our high pressure gathering system. |
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Water Handling
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Fresh water delivery revenue increased $11 million period over period primarily due to a 3% increase to the fresh water delivery rate for our long-term contract with Antero Resources as a result of the annual CPI-based adjustment and higher fresh water delivery volumes of 1 MMBbl, or 4 MBbl/d. Fresh water delivery volumes increased between periods due to higher well completions by Antero Resources. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other fluid handling services revenue increased $12 million period over period primarily due to increased costs, partially due to inflationary pressures that impact our cost plus 3% and cost of service rates during the year ended December 31, 2023, and higher other fluid handling volumes of 1 MMBbl, or 3 MBbl/d, between periods. |
Direct operating expenses. Direct operating expenses increased by 18%, from $180 million for the year ended December 31, 2022 to $213 million for the year ended December 31, 2023. Gathering and processing direct operating expenses increased 26% from $76 million for the year ended December 31, 2022 to $96 million for the year ended December 31, 2023 primarily due to 12 compressor stations that were acquired during the fourth quarter of 2022 and increased heavy maintenance expense between periods. Water handling direct operating expenses increased by 13%, from $104 million for the year ended December 31, 2022 to $117 million for the year ended December 31, 2023 primarily due to higher wastewater trucking expenses, an increased number of locations connected to our water blending system and higher fresh water volumes between periods.
General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) decreased 7%, from $42 million for the year ended December 31, 2022 to $39 million for the year ended December 31, 2023 primarily due to lower legal costs associated with the Veolia legal matter between periods and lower costs allocated to us from Antero Resources. See Note 15—Contingencies to our consolidated financial statements for additional information.
Equity-based compensation expenses. Equity-based compensation expenses increased by 61% from $20 million for the year ended December 31, 2022 to $32 million for the year ended December 31, 2023 primarily due to an increase in the annual equity awards granted during the years ended December 31, 2022 and 2023 as compared to prior years, which were temporarily and significantly reduced during 2020 and supplemented by our cash awards program. Our equity awards vest over three or four year service periods, and our equity incentive program began returning to normal levels in 2021. See Note 10—Equity-Based Compensation to our consolidated financial statements for additional information.
Depreciation expense. Depreciation expense increased by 3% from $132 million for the year ended December 31, 2022 to $136 million for the year ended December 31, 2023. This increase was primarily due to $4 million for our assets acquired during the fourth quarter of 2022 and $3 million related to assets placed in service between periods, partially offset by $3 million of lower expense related to our program to repurpose underutilized compressor units to expand existing or construct new compressor stations between periods.
Impairment of property and equipment expense. Impairment of property and equipment expense of $4 million for the year ended December 31, 2022 was primarily due to (i) a write-down of the Clearwater Facility related to the retirement obligation for the facility and (ii) cancelled projects. Impairment of property and equipment expense during the year ended December 31, 2023 related to cancelled projects.
Loss (gain) on asset sale. Gain on asset sale of $2 million for the year ended December 31, 2022 was primarily due to (i) the sale of four compressor engines, (ii) reimbursement of certain cancelled project costs and (iii) sales of miscellaneous equipment and excess pipe inventory. Loss on asset sale of $6 million for the year ended December 31, 2023 was primarily due to sales of miscellaneous equipment.
Interest expense. Interest expense increased by 14%, from $190 million for the year ended December 31, 2022 to $217 million for the year ended December 31, 2023 primarily due to increased interest rates on our Credit Facility due to higher benchmark rates during the year ended December 31, 2023 and higher average borrowings on our Credit Facility between periods as a result of our asset acquisitions during the fourth quarter of 2022.
Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 12%, from $94 million for the year ended December 31, 2022 to $105 million for the year ended December 31, 2023 primarily due to increased processing and fractionation volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments.
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Income tax expense. Income tax expense increased by 9% from $117 million for the year ended December 31, 2022 to $128 million for the year ended December 31, 2023, which reflects effective tax rates of 26.5% and 25.7%, respectively. This income tax expense increase was primarily due to higher pre-tax income between periods.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2022
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” in our 2022 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2022.
Capital Resources and Liquidity
Sources and Uses of Cash
Capital resources and liquidity are provided by operating cash flows, available borrowings under our Credit Facility and capital market transactions. See Note 8—Long-Term Debt to our consolidated financial statements. We expect that the combination of these capital resources will be adequate to meet our working capital requirements, capital expenditures program and expected quarterly cash dividends for at least the next 12 months.
During the year ended December 31, 2023, we paid dividends of $0.90 per share, or a total of $435 million, to holders of our common stock, as applicable, and we paid $550,000 of dividends on our Series A Preferred Stock. On January 10, 2024, the Board declared a cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2023. The dividend was paid on February 7, 2024 to stockholders of record as of January 24, 2024. Our Board also declared a cash dividend of $137,500 on our Series A Preferred Stock that was paid on February 14, 2024 in accordance with their terms. As of December 31, 2023, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock. See Note 11—Cash Dividends and Note 12—Equity and Net Income Per Common Share to our consolidated financial statements for additional information.
As of December 31, 2023, we did not have any off-balance sheet arrangements.
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2022 and 2023:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | 2022 | 2023 | | ||||
| Net cash provided by operating activities | | $ | 699,604 | | | 779,063 | |
| Net cash used in investing activities | | | (493,826) | | | (183,206) | |
| Net cash used in financing activities | | | (205,778) | | | (595,791) | |
| Net increase in cash and cash equivalents | | $ | — | | | 66 | |
Year Ended December 31, 2022 Compared to Year Ended December 31, 2023
Operating Activities. Net cash provided by operating activities was $700 million and $779 million for the years ended December 31, 2022 and 2023, respectively. The increase in cash flows provided by operations between periods was primarily due to (i) higher revenues in the gathering and processing and water handling segments, (ii) higher distributions from unconsolidated affiliates and (iii) a $10 million tax refund received during the year ended December 31, 2023, partially offset by higher direct operating and interest expenses and changes in working capital between periods.
Investing Activities. Net cash flows used in investing activities decreased by $311 million from $494 million for the year ended December 31, 2022 to $183 million for the year ended December 31, 2023 primarily due to decreased asset acquisitions of $217 million and capital spending for our gathering systems and facilities, water handling systems and other assets of $115 million, partially offset by decreased return of investment in the Joint Venture of $17 million and asset sale proceeds of $5 million during the year ended December 31, 2022. The capital spending for our gathering systems, facilities and other and water handling systems decreased between periods primarily as a result of fewer capital projects during the year ended December 31, 2023.
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Financing Activities. Net cash used in financing activities was $206 million and $596 million for the years ended December 31, 2022 and 2023, respectively. The increase in cash flows used in financing activities between periods was primarily due to net repayments on our Credit Facility of $152 million during the year ended December 31, 2023, as compared to net borrowings on our Credit Facility of $235 million during the year ended December 31, 2022.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2022
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Capital Resources and Liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the cash flows for the year ended December 31, 2021 compared to the year ended December 31, 2022.
Capital Investments
Our capital expenditures were as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | | 2022 | | 2023 | | ||
| Gathering systems and facilities | | $ | 208,868 | | | 132,112 | |
| Water handling systems | | | 73,052 | | | 52,620 | |
| Investments in (return of investment in) unconsolidated affiliates | | | (17,000) | | | 262 | |
| Total capital expenditures | | $ | 264,920 | | | 184,994 | |
Our 2024 capital budget is $150 million to $170 million. Our capital budgets may be adjusted as business conditions warrant. If natural gas, NGLs and oil prices decline to levels below acceptable levels or costs increase to levels above acceptable levels, Antero Resources could choose to defer a significant portion of its budgeted capital expenditures until later periods. As a result, we may also defer a significant portion of our budgeted capital expenditures to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate consistent cash flows. We routinely monitor and adjust our capital expenditures in response to changes in Antero Resources’ development plans, changes in prices, availability of financing, acquisition costs, industry conditions, the timing of regulatory approvals, success or lack of success in Antero Resources’ drilling activities, contractual obligations, internally generated cash flows and other factors both within and outside our control. Additionally, we monitor our existing assets and look for opportunities to reuse or otherwise repurpose assets in an effort to optimize our capital efficiency.
Debt Agreements
Credit Facility
Antero Midstream Partners, as borrower (the “Borrower”), an indirect, wholly owned subsidiary of Antero Midstream Corporation, has a senior secured revolving credit facility with a consortium of banks. The Credit Facility provides for borrowing under either Adjusted Term Secured Overnight Financing Rate (“SOFR”) or the Base Rate (as each term is defined in the Credit Facility).
The Credit Facility has lender commitments of $1.25 billion and matures on October 26, 2026; provided that if on November 17, 2025 any of the 7.875% senior notes due May 15, 2026 (the “2026 Notes”) are outstanding, the Credit Facility will mature on such date. As of December 31, 2023, we had $630 million of borrowings and no letters of credit outstanding under the Credit Facility.
We have a choice of borrowing at Adjusted Term SOFR or at the base rate. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable (i) with respect to base rate loans, quarterly and (ii) with respect to SOFR Loans, the last day of each Interest Period (as defined below); provided that if any Interest Period for a SOFR Loan exceeds three months, interest will be payable on the respective dates that fall every three months after the beginning of such Interest Period. SOFR Loans bear interest at a rate per annum equal to the rate for SOFR rate loans for three or six months (the “Interest Period”) plus an applicable margin ranging from 150 to 250 basis points (subject to certain exceptions), depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month SOFR Rate loans plus 100 basis points, plus an applicable margin ranging from 50 to 150 basis points (subject to certain exceptions) depending on the leverage ratio then in effect.
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The Credit Facility is guaranteed by our subsidiaries and is secured by mortgages on substantially all of Antero Midstream Partners’ and its subsidiaries’ properties. The Credit Facility contains restrictive covenants that may limit our ability to, among other things:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | incur additional indebtedness; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | sell assets; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make loans to others; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make investments and acquisitions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | enter into mergers; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make certain restricted payments; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | incur liens; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | engage in certain other transactions without the prior consent of the lenders. |
The Credit Facility also requires us to maintain the following financial ratios (subject to certain exceptions):
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a consolidated interest coverage ratio, which is the ratio of our consolidated EBITDA to its consolidated current interest charges of at least 2.5 to 1.0 at the end of each fiscal quarter; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than 5.00 to 1.00 at the end of each fiscal quarter; provided that, at our election (the “Financial Covenant Election”), the consolidated total leverage ratio shall be no more than 5.25 to 1.0; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | after a Financial Covenant Election, a consolidated senior secured leverage ratio covenant rather than the consolidated total leverage ratio covenant, which is the ratio of consolidated senior secured debt to consolidated EBITDA, of not more than 3.75 to 1.0. |
We were in compliance with the applicable covenants and ratios as of December 31, 2023.
See Note 8—Long-Term Debt to the consolidated financial statements for more information.
Senior Notes
The following table summarizes the material terms of our senior unsecured notes as of December 31, 2023:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2026 Notes | | 2027 Notes | | 2028 Notes | | 2029 Notes | | |||||
| Outstanding principal (in thousands) | | $ | 550,000 | | $ | 650,000 | | $ | 650,000 | | $ | 750,000 | |
| Interest rate | | | 7.875 | % | | 5.75 | % | | 5.75 | % | | 5.375 | % |
| Maturity date | | | May 15, 2026 | | | March 1, 2027 | | | January 15, 2028 | | | June 15, 2029 | |
| Interest payment dates | | | May 15, Nov. 15 | | | Mar. 1, Sept. 1 | | | Jan. 15, July 15 | | | Jun. 15, Dec. 15 | |
| Make-whole redemption date (1) | | | May 15, 2025 | | | March 1, 2025 | | | January 15, 2026 | | | June 15, 2026 | |
| Column 1 | Column 2 |
|---|---|
| (1) | On or after these dates, we may redeem the applicable series of senior notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. Prior to such date, we may, in certain circumstances, redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. |
See Note 8—Long-Term Debt to the consolidated financial statements for more information.
We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, open market purchases, privately negotiated transactions or otherwise. Any such repurchases will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved could be material. See Note 8—Long-Term Debt to the consolidated financial statements for more information.
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Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. Any new accounting policies or updates to existing accounting policies as a result of recently adopted accounting standards have been included in Note 2—Summary of Significant Accounting Policies to our consolidated financial statements. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Accounting estimates and assumptions are considered to be critical if there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported amounts in our consolidated financial statements that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements.
Property and Equipment
Property and equipment primarily consists of gathering pipelines, compressor stations and the water handling assets. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements.
Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property and equipment. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions and supply and demand for the Company’s services in the areas in which it operate. Historically, we have not experienced material changes in our results of operations from revisions to the estimated useful lives or salvage values of our property and equipment. However, these estimates are reviewed periodically and can be subject to revision as circumstances warrant. We believe that the estimates and assumptions related to depreciation expense are critical because the assumptions used to estimate useful lives and salvage values of property and equipment are susceptible to change as circumstances warrant. These assumptions affect depreciation expense and, if changed, could have a material effect on the Company's results of operations and financial position.
Income Taxes
Income taxes are accounted for using the asset and liability approach. Under this approach, deferred income tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We record deferred income tax expense to the extent our deferred income tax liabilities exceed our deferred income tax assets. We record a deferred income tax benefit to the extent our deferred income tax assets exceed our deferred income tax liabilities. We are subject to state and federal income taxes, but are currently not in a cash tax paying position with respect to federal income taxes.
We record a valuation allowance when we believe all or a portion of our deferred income tax assets will not be realized. In assessing the realizability of our deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will be realized based on a more-likely-than-not standard of judgment. The ultimate realization of deferred income tax assets is dependent upon our ability to generate future taxable income during the periods in which our deferred income tax assets are deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment, estimates of which may be imprecise due to unforeseen future events or conditions outside of our control, including changes in Antero Resources’ production or development plans or changes to tax laws and regulations. The amount of deferred income tax assets considered realizable could change based upon the amounts of taxable income actually generated, or as estimates of future taxable income change. As of December 31, 2023, we have recognized a valuation allowance of $3 million related to charitable contributions.
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The calculation of deferred income tax assets and liabilities involves uncertainties in the application of complex tax laws and regulations. We recognize in our financial statements those tax positions which we believe are more-likely-than-not to be sustained upon examination by the IRS or state revenue authorities. We believe that the estimates and assumptions related to income taxes are critical because the assumptions and estimates required to assess the likelihood that our deferred income tax assets will be recovered from future taxable income, as well as the amount and timing of a valuation allowance on our deferred income tax assets is an exercise in judgement and susceptible to change as circumstances warrant. These assumptions affect deferred income tax liability and income tax expense and, if changed, could have a material effect on the Company's financial position and results of operations.
FY 2022 10-K MD&A
SEC filing source: 0001558370-23-001377.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, see “Item 1A. Risk Factors.” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
In this section, references to “Antero Midstream,” “AM,” the “Company,” “we,” “us,” and “our” refer to Antero Midstream Corporation and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
Overview
We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets to primarily service Antero Resources’ production and completion activity. We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin and present opportunities to expand our midstream services to other operators in the Appalachian Basin. Our assets consist of gathering pipelines, compressor stations and interests in processing and fractionation plants that collect and process production from Antero Resources’ wells in the Appalachian Basin in West Virginia and Ohio. Our assets also include two independent water handling systems that deliver water from the Ohio River and several regional waterways. These water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments. Portions of these water handling systems are also utilized to transport flowback and produced water. These services are provided by us directly or through third-parties with which we contract.
Asset Acquisitions
On October 25, 2022, we acquired certain Marcellus gas gathering and compression assets from Crestwood for $205 million in cash, before closing adjustments, which was funded by borrowings under our Credit Facility. These assets include 72 miles of dry gas gathering pipelines and nine compressor stations with approximately 700 MMcf/d of compression capacity. Current throughput of the assets is approximately 200 MMcf/d, resulting in significant available capacity for growth.
Additionally, on December 21, 2022, we acquired certain Utica compression assets from EnLink for $10 million in cash, before closing adjustments, which was funded by borrowings under our Credit Facility. These assets include four compressor stations with approximately 380 MMcf/d of compression capacity. The acquired compression assets are interconnected with the Company’s existing low pressure and high pressure gathering systems and service Antero Resources’ production. Current throughput of the assets is approximately 100 MMcf/d. See Note 6—Property and Equipment to the consolidated financial statements for more information on our asset acquisitions.
Market Conditions and Business Trends
Commodity Markets
Prices for natural gas, NGLs and oil increased significantly during the year ended December 31, 2022 as compared to the year ended December 31, 2021. While substantially all of our revenues are based on fixed-fee contracts that are not directly impacted by changes in commodity prices, commodity price changes do impact the revenues and cash flows of Antero Resources, and Antero Resources’ drilling and development plan does have a direct impact on our gathering, compression and water handling services, revenues and cash flows. In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, to the extent Antero Resources maintains a maintenance capital program as it has done in recent years, we do not expect to experience substantial variability in our throughput volumes resulting from volatile commodity prices.
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Growth Incentive Fee Program with Antero Resources
Our 2019 gathering and compression agreement with Antero Resources includes a growth incentive fee program whereby we agreed to provide quarterly fee rebates to Antero Resources through December 31, 2023, contingent upon Antero Resources achieving volumetric growth targets on low pressure gathering. Antero Resources’ throughput on the acquired assets is not considered in the low pressure gathering volume targets. If actual low pressure volumes are below the lowest threshold for the respective period, Antero Resources will not earn a reduction in low pressure gathering fees.
The growth incentive fee rebate program expires December 31, 2023, and the following table summarizes the remaining low pressure gathering growth incentive targets through 2023:
| | | | | | |
|---|---|---|---|---|---|
| | | Low Pressure Gathering | | Quarterly Fee | |
| | | Volume Growth Incentive | | Reduction | |
| | | Targets (MMcf/d) | | (in millions) | |
| Calendar Year 2023 | | | | | |
| Threshold 1 | | 2,900 and 3,150 | | $12.0 | |
| Threshold 2 | | 3,150 and 3,400 | | $15.5 | |
| Threshold 3 | | 3,400 | | $19.0 | |
Antero Resources earned $48 million in fee rebates during the year ended December 31, 2022 by achieving all four quarterly volumetric targets for the year. Antero Resources earned $12 million in fee rebates during the year ended December 31, 2021 by achieving the quarterly volumetric target during the fourth quarter of 2021.
Economic Indicators
The economy is experiencing elevated inflation levels as a result of global supply and demand imbalances, where global demand continues to outpace current supplies. For example, the CPI for all urban consumers increased 8% from year ended December 31, 2021 to year ended December 31, 2022 as compared to the Federal Reserve’s stated goal of 2%. See “—Capital Resources and Liquidity—Capital Investment” for more information. In order to manage the inflation risk currently present in the United States’ economy, the Federal Reserve has utilized monetary policy in the form of interest rate increases in an effort to bring the inflation rate in line with its stated goal of 2% on a long-term basis.
The global economy also continues to be impacted by the effects of the COVID-19 pandemic and global events, among other factors. These events have often caused global supply chain disruptions with additional pressure due to trade sanctions on Russia and other global trade restrictions, among others. However, neither our nor Antero Resources’ supply chain has experienced any significant interruptions due to the COVID-19 pandemic or global supply and demand imbalances.
Inflationary pressures and supply chain disruptions could result in further increases to our operating and capital costs that are not fixed. Additionally, these economic variables could lead to a renegotiation of contracts and/or supply agreements, among others. These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.
COVID-19 Pandemic
We continue to operate throughout the COVID-19 pandemic, in some cases subject to federal, state and local regulations, and we have taken and continue to take steps to protect the health and safety of our workers. We have implemented protocols to reduce the risk of an outbreak within our field operations and offices, and these protocols have not impacted Antero Resources’ production, our throughput or our business activities. During 2022, we transitioned from a hybrid working arrangement for non-field level employees, which involved a combination of in-office and remote work-from-home arrangements, to an in-office working arrangement for all non-field level employees. We have been able to maintain a consistent level of effectiveness through these arrangements, including maintaining our day-to-day operations, our financial reporting systems and our internal control over financial reporting. We continue to monitor the COVID-19 environment in order to protect the health and safety of our employees.
Sources of Our Revenues
The following items are the primary components of our revenues:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Gathering and Processing. Our low pressure gathering, compression and high pressure gathering services support production operations for Antero Resources. Our gathering and processing revenues are driven by the volumes of |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| natural gas we gather and compress. We receive a low pressure gathering fee per Mcf, a compression fee per Mcf and a high-pressure gathering fee per Mcf, as applicable, substantially all of which are subject to annual CPI-based adjustments. Additionally, our gathering and compression agreements provide for certain minimum volume commitments for gathering and compression services that run to 2032. Pursuant to our long-term contracts with Antero Resources, we have secured long-term dedications covering substantially all of Antero Resources’ current and future acreage for gathering and compression services. Our gathering and compression operations are substantially dependent upon natural gas production from Antero Resources’ upstream activity in its areas of operation. In addition, there is a natural decline in production from existing wells that are connected to our gathering systems. Although we expect that Antero Resources will continue to devote substantial resources to the development of oil and gas reserves, we have no control over this activity and Antero Resources has the ability to reduce or curtail such development at its discretion. See Note 5—Revenue to the consolidated financial statements for more information on our gathering and compression agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Water Handling. Our fresh water delivery systems and other fluid handling services support well completion and production operations for Antero Resources. These services are provided by us directly or through third-parties with which we contract. Our water handling revenues are driven by quantities of fresh water delivered to our customers to support their well completion operations and produced water transported, blended and/or disposed. We receive a fixed fee for all fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. Our other fluid handling services include wastewater handling, blending and high-rate transfer services. For other fluid handling services provided by us, we charge Antero Resources a cost of service fee. For other fluid handling services provided by third-parties, we charge Antero Resources a fee based on our third-party out-of-pocket costs plus 3%. We have a long-term water services agreement covering Antero Resources’ 553,000 gross acres in West Virginia and Ohio, with a right of first offer on all future areas of operation. The initial term of the water services agreement runs to 2035. Our water handling operations are substantially dependent upon the number of wells drilled and completed by Antero Resources, as well as Antero Resources’ production. As of December 31, 2022, Antero Resources had disclosed estimated net proved reserves of 17.8 Tcfe, of which 58% was natural gas, 41% were NGLs and 1% was oil. As of December 31, 2022, Antero Resources’ drilling inventory consisted of 1,819 gross identified potential horizontal well locations, substantially all of which were on acreage dedicated to us, providing us with significant opportunity for future capital investments as Antero Resources’ drilling program continues. See Note 5—Revenue to the consolidated financial statements for more information on our water services agreement. |
Principal Components of Our Cost Structure
The following items are the primary components of our operating expenses:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Direct Operating. We seek to maximize the profitability of our operations in part by minimizing, to the extent appropriate, expenses directly tied to operating and maintaining our assets. We schedule and conduct preventative maintenance over time to avoid significant variability in our direct operating expense and minimize the impact on our cash flow. Gathering and compression operating costs consist primarily of labor, water disposal, pigging, fuel, monitoring, repair and maintenance, utilities and contract services. Gathering and compression operating costs vary with the miles of pipeline and number of compressor stations in our gathering and compression system. Fresh water operating expenses consist primarily of labor, pigging, monitoring, repair and maintenance and contract services. Fresh water operating costs vary with the miles of pipeline, number of pumping stations and to a lesser extent the number of well completions in the Appalachian Basin for which we deliver fresh water and number of impoundments in our water system. Other fluid handling costs, relate to contract services performed by us and third parties. Our other fluid handling costs consist of labor, monitoring and repair and maintenance costs. The other primary drivers of our direct operating expense include maintenance and contract services, regulatory and compliance expense and ad valorem taxes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | General and Administrative. Our general and administrative expenses include direct charges incurred by us and costs charged by Antero Resources. These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation. These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. Management believes these allocation methodologies are reasonable. Equity-based compensation includes (i) costs allocated to Antero Midstream by Antero Resources for grants made prior to March 12, 2019 pursuant to the Antero Resources Corporation Long-Term Incentive Plan and (ii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Depreciation. Depreciation consists of our estimate of the decrease in value of the assets capitalized in property and equipment as a result of using the assets throughout the applicable year. Depreciation is computed over the asset’s estimated useful life using the straight-line basis. See Note 6—Property and Equipment to our consolidated financial statements for additional information on our asset classes and estimated lives of our assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Impairment. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to their estimated fair value. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest. We have typically financed a portion of our cash requirements with borrowings under our revolving credit facility and with senior unsecured notes. Our interest expense also includes amortization of deferred financing costs incurred in connection with our revolving credit facility and senior notes and amortization of senior notes premiums. See Note 8—Long-Term Debt to our consolidated financial statements and “—Capital Resources and Liquidity—Debt Agreements” for additional information on our debt agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Income tax expense. We are subject to state and federal income taxes but are currently not in a cash tax paying position with respect to state and federal income taxes. The difference between our financial statement income tax expense and our current U.S. federal income tax liability is primarily due to the differences in the tax and financial statement treatment of our investment in Antero Midstream Partners. We have recorded deferred income tax expense to the extent our deferred tax liabilities exceed our deferred tax assets. Our deferred tax assets result primarily from net operating loss carryforwards. As of December 31, 2022, we had approximately $415 million of U.S. federal NOL carryforwards, and approximately $478 million of state NOL carryforwards. The Company currently considers all of its deferred tax assets, except for those related to charitable contributions, realizable. The amount of deferred tax assets considered realizable, however, could change as we generate taxable income or as estimates of future taxable income are reduced. See Note 7—Income Taxes to our consolidated financial statements for a discussion of our deferred tax position and income tax expense. |
How We Evaluate Our Operations
We use a variety of financial and operational metrics to evaluate our performance. These metrics help us identify factors and trends that impact our operating results, profitability and financial condition. The following are the key metrics we use to evaluate our business:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Adjusted EBITDA. We use Adjusted EBITDA as a corporate-level performance measure to assess the ability of our assets to generate cash sufficient to pay interest costs, support indebtedness and return capital to stockholders. Adjusted EBITDA is a non-GAAP financial measure. See “—Non-GAAP Financial Measures” below for more information regarding this financial measure, including a reconciliation to its most directly comparable GAAP measure. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Gathering and Compression Throughput. We must continually obtain additional supplies of natural gas to maintain or increase throughput on our systems. Our ability to maintain existing supplies of natural gas and obtain additional supplies is primarily impacted by (i) our acreage dedication and the level of successful drilling activity by Antero Resources and (ii) the potential for acreage dedications with and successful drilling by third-party producers. Any increase in our throughput volumes over the near term will likely be driven by Antero Resources continuing its drilling and development activities on its Appalachian Basin acreage. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Water Handling Volumes. Our fresh water volumes are primarily driven by hydraulic fracturing activities conducted as part of well completions. Our other fluid handling volumes are driven by hydraulic fracturing activities and produced water volumes, which are primarily a function of Antero Resources’ completion activities and production. Antero Resources’ consolidated acreage position allows us to provide fresh water and other fluid handling services for Antero Resources’ completion activities in a more efficient manner. However, to the extent that Antero Resources’ drilling and completion schedule is not met, or Antero Resources uses less fresh water and other fluid handling services in its well completion operations than expected (for example, due to a reduction in completions), and production declines, our water volumes may decline. |
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Results of Operations
We have two operating segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the Joint Venture and Stonewall. The Joint Venture and Stonewall provide processing, fractionation and high-pressure gas gathering services in the Appalachian Basin. The water handling segment includes (i) two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2022
The operating results of our reportable segments were as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2021 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | Processing | Handling | Unallocated (1) | Total | | ||||||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 761,737 | | | 218,621 | | | — | | | 980,358 | |
| Revenue–third-party | | | — | | | 516 | | | — | | | 516 | |
| Gathering—low pressure fee rebate | | | (12,000) | | | — | | | — | | | (12,000) | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 712,651 | | | 185,551 | | | — | | | 898,202 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 65,983 | | | 91,137 | | | — | | | 157,120 | |
| General and administrative (excluding equity-based compensation) | | | 26,261 | | | 20,317 | | | 3,731 | | | 50,309 | |
| Equity-based compensation | | | 10,119 | | | 2,500 | | | 910 | | | 13,529 | |
| Facility idling | | | — | | | 3,997 | | | — | | | 3,997 | |
| Depreciation | | | 59,692 | | | 49,098 | | | — | | | 108,790 | |
| Impairment of property and equipment | | | 4,608 | | | 434 | | | — | | | 5,042 | |
| Accretion of asset retirement obligations | | | — | | | 460 | | | — | | | 460 | |
| Loss on asset sale | | | 3,628 | | | — | | | — | | | 3,628 | |
| Total operating expenses | | | 170,291 | | | 167,943 | | | 4,641 | | | 342,875 | |
| Operating income | | | 542,360 | | | 17,608 | | | (4,641) | | | 555,327 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (175,281) | | | (175,281) | |
| Equity in earnings of unconsolidated affiliates | | | 90,451 | | | — | | | — | | | 90,451 | |
| Loss on early extinguishment of debt | | | — | | | — | | | (21,757) | | | (21,757) | |
| Total other income (expense) | | | 90,451 | | | — | | | (197,038) | | | (106,587) | |
| Income before income taxes | | | 632,811 | | | 17,608 | | | (201,679) | | | 448,740 | |
| Income tax expense | | | — | | | — | | | (117,123) | | | (117,123) | |
| Net income and comprehensive income | | $ | 632,811 | | | 17,608 | | | (318,802) | | | 331,617 | |
| | | | | | | | | | | | | | |
| Adjusted EBITDA (2) | | | | | | | | | | | $ | 876,438 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
| Column 1 | Column 2 |
|---|---|
| (2) | Adjusted EBITDA is a non-GAAP financial measure. For a discussion of this measure, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures”. |
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| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2022 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | Processing | Handling | Unallocated (1) | Total | | ||||||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 791,265 | | | 244,770 | | | — | | | 1,036,035 | |
| Revenue–third-party | | | — | | | 2,622 | | | — | | | 2,622 | |
| Gathering—low pressure fee rebate | | | (48,000) | | | — | | | — | | | (48,000) | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 706,179 | | | 213,806 | | | — | | | 919,985 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 75,889 | | | 104,365 | | | — | | | 180,254 | |
| General and administrative (excluding equity-based compensation) | | | 24,578 | | | 13,080 | | | 4,813 | | | 42,471 | |
| Equity-based compensation | | | 14,394 | | | 4,415 | | | 845 | | | 19,654 | |
| Facility idling | | | — | | | 4,166 | | | — | | | 4,166 | |
| Depreciation | | | 81,390 | | | 50,372 | | | — | | | 131,762 | |
| Impairment of property and equipment | | | 1,130 | | | 2,572 | | | — | | | 3,702 | |
| Accretion of asset retirement obligations | | | — | | | 222 | | | — | | | 222 | |
| Loss on settlement of asset retirement obligations | | | — | | | 539 | | | — | | | 539 | |
| Gain on asset sale | | | (2,120) | | | (131) | | | — | | | (2,251) | |
| Total operating expenses | | | 195,261 | | | 179,600 | | | 5,658 | | | 380,519 | |
| Operating income | | | 510,918 | | | 34,206 | | | (5,658) | | | 539,466 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (189,948) | | | (189,948) | |
| Equity in earnings of unconsolidated affiliates | | | 94,218 | | | — | | | — | | | 94,218 | |
| Total other income (expense) | | | 94,218 | | | — | | | (189,948) | | | (95,730) | |
| Income before income taxes | | | 605,136 | | | 34,206 | | | (195,606) | | | 443,736 | |
| Income tax expense | | | — | | | — | | | (117,494) | | | (117,494) | |
| Net income and comprehensive income | | $ | 605,136 | | | 34,206 | | | (313,100) | | | 326,242 | |
| | | | | | | | | | | | | | |
| Adjusted EBITDA (2) | | | | | | | | | | | $ | 884,226 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
| Column 1 | Column 2 |
|---|---|
| (2) | Adjusted EBITDA is a non-GAAP financial measure. For a discussion of this measure, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures”. |
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The operating data for Antero Midstream is as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended | | Amount of | | | | | |||||
| | | December 31, | | Increase | | Percentage | |||||||
| | 2021 | 2022 | or Decrease | Change | |||||||||
| Operating Data: | | | | | | | | | | | | | |
| Gathering—low pressure (MMcf) | | | 1,060,444 | | | 1,088,036 | | | 27,592 | | | 3 | % |
| Compression (MMcf) | | | 1,006,366 | | | 1,034,052 | | | 27,686 | | | 3 | % |
| Gathering—high pressure (MMcf) | | | 1,037,094 | | | 1,027,459 | | | (9,635) | | | (1) | % |
| Fresh water delivery (MBbl) | | | 34,572 | | | 37,685 | | | 3,113 | | | 9 | % |
| Other fluid handling (MBbl) | | | 16,930 | | | 19,059 | | | 2,129 | | | 13 | % |
| Wells serviced by fresh water delivery | | | 75 | | | 76 | | | 1 | | | 1 | % |
| Gathering—low pressure (MMcf/d) | | | 2,905 | | | 2,981 | | | 76 | | | 3 | % |
| Compression (MMcf/d) | | | 2,757 | | | 2,833 | | | 76 | | | 3 | % |
| Gathering—high pressure (MMcf/d) | | | 2,841 | | | 2,815 | | | (26) | | | (1) | % |
| Fresh water delivery (MBbl/d) | | | 95 | | | 103 | | | 8 | | | 8 | % |
| Other fluid handling (MBbl/d) | | | 46 | | | 52 | | | 6 | | | 13 | % |
| Average Realized Fees: | | | | | | | | | | | | | |
| Average gathering—low pressure fee ($/Mcf) (1) | | $ | 0.33 | | | 0.34 | | | 0.01 | | | 3 | % |
| Average compression fee ($/Mcf) | | $ | 0.20 | | | 0.21 | | | 0.01 | | | 3 | % |
| Average gathering—high pressure fee ($/Mcf) | | $ | 0.20 | | | 0.21 | | | 0.01 | | | 3 | % |
| Average fresh water delivery fee ($/Bbl) | | $ | 3.97 | | | 4.07 | | | 0.10 | | | 3 | % |
| Joint Venture Operating Data: | | | | | | | | | | | | | |
| Processing—Joint Venture (MMcf) | | | 543,649 | | | 540,052 | | | (3,597) | | | (1) | % |
| Fractionation—Joint Venture (MBbl) | | | 13,644 | | | 13,022 | | | (622) | | | (5) | % |
| Processing—Joint Venture (MMcf/d) | | | 1,489 | | | 1,480 | | | (9) | | | (1) | % |
| Fractionation—Joint Venture (MBbl/d) | | | 37 | | | 36 | | | (1) | | | (3) | % |
| Column 1 | Column 2 |
|---|---|
| (1) | The year ended December 31, 2021 average realized fee does not include $2.4 million of low pressure gathering fee revenues which volumes relate to prior periods. |
Revenues. Total revenues increased by $22 million, from $898 million for the year ended December 31, 2021, to $920 million for the year ended December 31, 2022. Amortization of customer relationships was $71 million during the years ended December 31, 2021 and 2022. Gathering and processing revenues decreased by 1%, from $713 million for the year ended December 31, 2021 to $706 million for the year ended December 31, 2022. Water handling revenues increased by 15%, from $185 million for the year ended December 31, 2021 to $214 million for the year ended December 31, 2022. These fluctuations primarily resulted from the following:
Gathering and Processing
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Low pressure gathering revenue decreased $22 million period over period primarily due to $36 million in higher fee rebates to Antero Resources during the year ended December 31, 2022, partially offset by a 3% increase in the low pressure gathering rate as a result of the annual CPI-based adjustment and by increased throughput volumes of 28 Bcf, or 76 MMcf/d. Low pressure gathering volumes increased between periods primarily due to 327 additional wells being connected to our system since December 31, 2021, of which 253 wells are from our asset acquisitions that closed during the fourth quarter of 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Compression revenue increased $11 million period over period due to a 3% increase in the compression rate as a result of the annual CPI-based adjustment, as well as increased throughput volumes of 28 Bcf, or 76 MMcf/d and our asset acquisitions during the fourth quarter of 2022. Compression volumes increased primarily due to additional wells connected to our system since December 31, 2021 and 12 compressor stations that were acquired during the fourth quarter of 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | High pressure gathering revenue increased $4 million period over period due to a 3% increase to the high pressure gathering rate as a result of the annual CPI-based adjustment partially offset by decreased throughput volumes of 10 Bcf, or 26 MMcf/d. The high pressure gathering volumes decreased period over period primarily as a result of higher production from Antero Resources that was subject to a third-party high pressure gathering acreage dedication, partially offset by 74 new wells connected to our high pressure system since December 31, 2021. The assets we acquired during the year ended |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| December 31, 2022 were connected to our high pressure system prior to such acquisitions, and therefore, the 253 wells connected to such assets were already gathered by our existing high-pressure gathering system. |
Water Handling
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Fresh water delivery revenue increased $16 million period over period primarily due to increased fresh water delivery volumes of 3 MMBbl, or 8 MBbl/d and a 3% increase to the fresh water delivery rate as a result of the annual CPI-based adjustment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other fluid handling services revenue increased $13 million period over period primarily due to increased costs, partially due to inflationary pressures that impact our cost plus 3% and cost of service rates, and increased other fluid handling volumes of 2 MMBbl, or 6 MBbl/d. |
Direct operating expenses. Total direct operating expenses increased by 15%, from $157 million for the year ended December 31, 2021 to $180 million for the year ended December 31, 2022. Gathering and processing direct operating expenses increased 15% from $66 million for the year ended December 31, 2021 to $76 million for the year ended December 31, 2022 primarily due to (i) higher throughput volumes between periods, (ii) 12 acquired compressors that came online during the fourth quarter of 2022 and (iii) higher chemical, fuel, labor and heavy maintenance expense. Water handling direct operating expenses increased by 15%, from $91 million for the year ended December 31, 2021 to $104 million for the year ended December 31, 2022 primarily due to increased water blending locations, trucking rates, labor costs and Utica fresh water deliveries between periods.
General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) decreased 16%, from $50 million for the year ended December 31, 2021 to $42 million for the year ended December 31, 2022 primarily due to (i) lower legal costs associated with the Veolia legal matter between periods and (ii) lower costs allocated to us from Antero Resources.
Equity-based compensation expenses. Equity-based compensation expenses increased by 45% from $14 million to $20 million for the years ended December 31, 2021 and 2022, respectively, primarily due to an increase in the annual equity awards granted during the year ended December 31, 2022 compared to prior years.
Facility idling expenses. Facility idling expenses remained consistent at $4 million for each of the years ended December 31, 2021 and 2022.
Depreciation expense. Total depreciation expense increased by 21% from $109 million for the year ended December 31, 2021 to $132 million for the year ended December 31, 2022. This increase is primarily due to (i) $16 million for a phased early retirement of an underutilized compressor station, (ii) $6 million related to gathering and processing system assets placed in service during 2022 and (iii) $1 million for our asset acquisitions during the fourth quarter of 2022. The phased early retirement of an underutilized compressor station began in the second quarter of 2022 and will be completed by the first half of 2023, and allows us to relocate and reuse the compressor units and equipment to (i) expand an existing compressor station and/or (ii) contribute to a new compressor station. There are certain costs associated with the underutilized compressor station that cannot be relocated or reused, and such costs will be fully depreciated during the first half of 2023.
Impairment of property and equipment expense. Impairment of property and equipment expense of $5 million for the year ended December 31, 2021 was primarily a lower of cost or net realizable value adjustment for pipe inventory. Impairment of property and equipment expense of $4 million for the year ended December 31, 2022 was primarily due to (i) a write-down of the Clearwater Facility related to the retirement obligation for the facility and (ii) cancelled projects.
Loss (gain) on asset sale. Loss on asset sale of $4 million for the year ended December 31, 2021 primarily relates to the sale of excess pipe inventory. Gain on asset sale of $2 million for the year ended December 31, 2022 primarily relates to (i) the sale of four compressor engines, (ii) reimbursement of certain cancelled projects and (iii) sale of miscellaneous equipment and excess pipe inventory.
Interest expense. Interest expense increased by 8%, from $175 million for the year ended December 31, 2021 to $190 million for the year ended December 31, 2022 primarily due to (i) the issuance of $750 million of 5.375% senior notes due June 15, 2029 (the “2029 Notes”) on June 8, 2021, (ii) increased interest rates on our Credit Facility due to higher benchmark rates during the year ended December 31, 2022, and (iii) increased borrowings on our Credit Facility due to our asset acquisitions, partially offset by the redemption of all $650 million of the 2024 Notes on June 8, 2021.
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Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 4%, from $90 million for the year ended December 31, 2021 to $94 million for the year ended December 31, 2022 primarily due to higher Joint Venture earnings as a result of annual CPI-based adjustments for processing and fractionation fees, partially offset by lower processed volumes at the Joint Venture between periods.
Loss on early extinguishment of debt. Loss on early extinguishment of debt for the year ended December 31, 2021 of $22 million primarily relates to the redemption of all $650 million of the 2024 Notes at a premium to par of $17 million as well as the write-off of $6 million of unamortized deferred financing costs, partially offset by $2 million of unamortized premium. There was no loss on early extinguishment of debt for the year ended December 31, 2022.
Income tax expense. Income tax expense remained consistent for the years ended December 31, 2021 and 2022 at $117 million, which reflects effective tax rates of 26.1% and 26.5%, respectively.
Net income. Net income decreased by 2% from $332 million for the year ended December 31, 2021 to $326 million for the year ended December 31, 2022. The decrease between periods was primarily related to higher direct operating costs, depreciation expense and interest expense and lower gathering and processing revenues, partially offset by higher water handling revenues, higher equity in earnings from unconsolidated affiliates and lower general and administrative costs.
Adjusted EBITDA. Adjusted EBITDA increased by 1%, from $876 million for the year ended December 31, 2021 to $884 million for the year ended December 31, 2022. The increase between periods was primarily due to higher water handling revenues and lower general and administrative costs, excluding equity-based compensation, partially offset by higher direct operating costs and lower gathering and processing revenues. For a discussion of the non-GAAP financial measure Adjusted EBITDA, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, read “—Non-GAAP Financial Measures” below.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2021
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” in our 2021 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2021.
Capital Resources and Liquidity
Sources and Uses of Cash
Capital resources and liquidity are provided by operating cash flows, available borrowings under our Credit Facility and capital market transactions. See Note 8—Long-Term Debt to our consolidated financial statements. We expect that the combination of these capital resources will be adequate to meet our working capital requirements, capital expenditures program, expected quarterly cash dividends and share repurchases under our share repurchases program for at least the next 12 months.
During the year ended December 31, 2022, we paid dividends of $0.90 per share, or a total of $433 million, to holders of our common stock, as applicable, and we paid $550 thousand of dividends on our Series A Preferred Stock. On January 11, 2023, the Board declared a cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2022 paid on February 8, 2023 to stockholders of record as of January 25, 2023. The Board also declared an aggregate cash dividend of $138 thousand on our Series A Preferred Stock that was paid on February 14, 2023. As of December 31, 2022, there were dividends in the amount of $69 thousand accumulated in arrears on our Series A Preferred Stock.
As of December 31, 2022, we did not have any off-balance sheet arrangements.
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Cash Flows
The following table and discussion presents a summary of our net cash provided by (used in) operating activities, investing activities and financing activities for the periods indicated:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | 2021 | 2022 | | ||||
| Net cash provided by operating activities | | $ | 709,752 | | | 699,604 | |
| Net cash used in investing activities | | | (233,242) | | | (493,826) | |
| Net cash used in financing activities | | | (477,150) | | | (205,778) | |
| Net decrease in cash and cash equivalents | | $ | (640) | | | — | |
Year Ended December 31, 2021 Compared to Year Ended December 31, 2022
Operating Activities. Net cash provided by operating activities was $710 million and $700 million for the years ended December 31, 2021 and 2022, respectively. The decrease in net cash provided by operating activities between periods was primarily the due to (i) $16 million in income tax refunds received during the year ended December 31, 2021 from certain net operating loss carryback provisions included in the Coronavirus Aid, Relief, and Economic Security Act that was enacted in March 2020, (ii) higher direct operating costs, (iii) lower gathering and processing revenues, (iv) higher asset retirement obligation settlement costs and (v) higher interest expense payments, partially offset by higher water handling revenues and lower general and administrative costs, excluding equity-based compensation.
Investing Activities. Net cash flows used in investing activities was $233 million and $494 million for the years ended December 31, 2021 and 2022, respectively. The increase in cash flows used in investing activities between periods was primarily due to (i) gathering systems and facilities asset acquisitions of $217 million during the year ended December 31, 2022, (ii) an increase in capital spending for expansion of our gathering systems of $41 million and (iii) an increase in capital spending for expansion of our water handling systems of $25 million, partially offset by a $17 million return of capital distribution from the Joint Venture for a processing plant held in inventory that was sold by the Joint Venture during 2022 and an increase in asset sale proceeds of $4 million between periods.
Financing Activities. Net cash used in financing activities was $477 million and $206 million for the years ended December 31, 2021 and 2022, respectively. The decrease in net cash used in financing activities between periods is primarily related to lower debt repurchases, higher net borrowings on our Credit Facility and lower total dividends paid to our common stockholders and preferred stockholders, partially offset by lower debt issuances. Net cash used in financing activities for the year ended December 31, 2021 included: (i) issuance of the 2029 Notes of $750 million; (ii) repayment of the 2024 Notes of $667 million, which includes the redemption premium at 102.688% of par, (iii) total dividends to our common stockholders and preferred stockholders of $472 million; (iv) $66 million in net payments on the Credit Facility; and (v) $17 million in deferred financing costs payments associated with the issuance of the 2029 Notes and the senior secured revolving credit facility amendment. Net cash used in financing activities for the year ended December 31, 2022 included net borrowings of $235 million on our Credit Facility and total dividends to our common stockholders and preferred stockholders of $433 million
Year Ended December 31, 2020 Compared to Year Ended December 31, 2021
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Capital Resources and Liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of the cash flows for the year ended December 31, 2020 compared to the year ended December 31, 2021.
Capital Investments
Our capital expenditures for the year ended December 31, 2022 were $265 million, including $209 million for gathering and compression infrastructure and $73 million for water infrastructure, partially offset by a $17 million return of capital distribution from the Joint Venture for a processing plant held in inventory that was sold by the Joint Venture during year ended December 31, 2022.
Our 2023 capital budget is $195 million to $215 million, which includes growth capital supporting the increased volumes expected from Antero Resources’ drilling partnership in addition to its maintenance capital program for 2023. Our capital budgets may be adjusted as business conditions warrant. If natural gas, NGLs and oil prices decline to levels below acceptable levels or costs increase to levels above acceptable levels, Antero Resources could choose to defer a significant portion of its budgeted capital expenditures until later periods. As a result, we may also defer a significant portion of our budgeted capital expenditures to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected
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returns and potential to generate consistent cash flows. We routinely monitor and adjust our capital expenditures in response to changes in Antero Resources’ development plans, changes in prices, availability of financing, acquisition costs, industry conditions, the timing of regulatory approvals, success or lack of success in Antero Resources’ drilling activities, contractual obligations, internally generated cash flows and other factors both within and outside our control.
Debt Agreements
Credit Facility
Antero Midstream Partners, as borrower (the “Borrower”), an indirect, wholly owned subsidiary of Antero Midstream Corporation, has a senior secured revolving credit facility with a consortium of banks. On October 26, 2021, we entered into an amended and restated senior secured revolving credit facility, the Credit Facility. The Credit Facility provides for borrowing under either Adjusted Term Secured Overnight Financing Rate (“SOFR”) or the Base Rate (as each term is defined in the Credit Facility).
The Credit Facility has lender commitments of $1.25 billion and matures on October 26, 2026; provided that if on November 17, 2025 any of the 7.875% senior notes due May 15, 2026 (the “2026 Notes”) are outstanding, the Credit Facility will mature on such date. As of December 31, 2022, we had $782 million of borrowings and no letters of credit outstanding under the Credit Facility.
We have a choice of borrowing at Adjusted Term SOFR or at the base rate. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable (i) with respect to base rate loans, quarterly and (ii) with respect to SOFR Loans, the last day of each Interest Period (as defined below); provided that if any Interest Period for a SOFR Loan exceeds three months, interest will be payable on the respective dates that fall every three months after the beginning of such Interest Period. SORF Loans bear interest at a rate per annum equal to the rate for SOFR rate loans for three or six months (the “Interest Period”) plus an applicable margin ranging from 150 to 250 basis points (subject to certain exceptions), depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month SOFR Rate loans plus 100 basis points, plus an applicable margin ranging from 50 to 150 basis points (subject to certain exceptions) depending on the leverage ratio then in effect.
The Credit Facility is guaranteed by our subsidiaries and is secured by mortgages on substantially all of Antero Midstream Partners’ and its subsidiaries’ properties. The Credit Facility contains restrictive covenants that may limit our ability to, among other things:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | incur additional indebtedness; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | sell assets; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make loans to others; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make investments and acquisitions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | enter into mergers; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make certain restricted payments; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | incur liens; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | engage in certain other transactions without the prior consent of the lenders. |
The Credit Facility also requires us to maintain the following financial ratios (subject to certain exceptions):
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a consolidated interest coverage ratio, which is the ratio of our consolidated EBITDA to its consolidated current interest charges of at least 2.5 to 1.0 at the end of each fiscal quarter; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than 5.00 to 1.00 at the end of each fiscal quarter; provided that, at our election (the “Financial Covenant Election”), the consolidated total leverage ratio shall be no more than 5.25 to 1.0; and |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | after a Financial Covenant Election, a consolidated senior secured leverage ratio covenant rather than the consolidated total leverage ratio covenant, which is the ratio of consolidated senior secured debt to consolidated EBITDA, of not more than 3.75 to 1.0. |
We were in compliance with the applicable covenants and ratios as of December 31, 2022.
See Note 8—Long-Term Debt to the consolidated financial statements for more information on our Credit Facility.
Senior Notes
The following table summarizes the material terms of our senior unsecured notes as of December 31, 2022:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2026 Notes | | 2027 Notes | | 2028 Notes | | 2029 Notes | | |||||
| Outstanding principal (in thousands) | | $ | 550,000 | | $ | 650,000 | | $ | 650,000 | | $ | 750,000 | |
| Interest rate | | | 7.875 | % | | 5.75 | % | | 5.75 | % | | 5.375 | % |
| Maturity date | | | May 15, 2026 | | | March 1, 2027 | | | January 15, 2028 | | | June 15, 2029 | |
| Interest payment dates | | | May 15, Nov. 15 | | | Mar. 1, Sept. 1 | | | Jan. 15, July 15 | | | Jun. 15, Dec. 15 | |
| Make-whole redemption date (1) | | | May 15, 2025 | | | March 1, 2025 | | | January 15, 2026 | | | June 15, 2026 | |
| Column 1 | Column 2 |
|---|---|
| (1) | On or after these dates, we may redeem the applicable series of senior notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. Prior to such date, we may, in certain circumstances, redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. |
See Note 8—Long-Term Debt to the consolidated financial statements for more information.
Non-GAAP Financial Measures
We use Adjusted EBITDA as an important indicator of our performance. We define Adjusted EBITDA as net income before net interest expense, income tax expense, depreciation, impairments, accretion of asset retirement obligations, equity-based compensation, excluding equity in earnings of unconsolidated affiliates, amortization of customer relationships, loss on early extinguishment of debt, loss on settlement of asset retirement obligations, loss (gain) on asset sale and including distributions from unconsolidated affiliates.
We use Adjusted EBITDA to assess:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the financial performance of our assets, without regard to financing methods, capital structure or historical cost basis; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our 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 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the viability of acquisitions and other capital expenditure projects. |
Adjusted EBITDA is a non-GAAP financial measure. The GAAP measure most directly comparable to Adjusted EBITDA is net income. The non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income. Adjusted EBITDA presentations are not 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. You should not consider Adjusted EBITDA in isolation or as a substitute for analyses of results as reported under GAAP. Our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other corporations.
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The following table represents a reconciliation of our Adjusted EBITDA to the most directly comparable GAAP financial measure for the periods presented:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | | 2021 | | 2022 | | ||
| Net income | | $ | 331,617 | | | 326,242 | |
| Interest expense, net | | | 175,281 | | | 189,948 | |
| Income tax expense | | | 117,123 | | | 117,494 | |
| Depreciation expense | | | 108,790 | | | 131,762 | |
| Amortization of customer relationships | | | 70,672 | | | 70,672 | |
| Equity-based compensation | | | 13,529 | | | 19,654 | |
| Impairment of property and equipment | | | 5,042 | | | 3,702 | |
| Accretion of asset retirement obligations | | | 460 | | | 222 | |
| Equity in earnings of unconsolidated affiliates | | | (90,451) | | | (94,218) | |
| Distributions from unconsolidated affiliates | | | 118,990 | | | 120,460 | |
| Loss on early extinguishment of debt | | | 21,757 | | | — | |
| Loss on settlement of asset retirement obligations | | | — | | | 539 | |
| Loss (gain) on asset sale | | | 3,628 | | | (2,251) | |
| Adjusted EBITDA | | $ | 876,438 | | | 884,226 | |
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements. We provide expanded discussion of our more significant accounting policies, estimates and judgments below. We believe these accounting policies reflect our more significant estimates and assumptions used in preparation of our financial statements. See Note 2—Summary of Significant Accounting Policies to our consolidated financial statements for a discussion of additional accounting policies and estimates made by management.
Fair Value Measurement
The FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value, and sets forth disclosure requirements about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long-lived assets). The fair value is the price that we estimate would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.
Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. We test goodwill for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the carrying value of the reporting unit. The fair value is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements. If the fair value of the reporting unit is less than the carrying value, including goodwill, the excess of the book value over the fair value of goodwill is charged to net income as an impairment expense.
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We utilized a combination of approaches to estimate the fair value of our assets including the discounted cash flow approach, comparable company method and the cost approach, whereby certain property and equipment was adjusted for recent purchases of similar items, economic and functional obsolescence, location, normal useful lives and capacity (if applicable). We performed our first quarter of 2020 quantitative analysis using a weighted-average cost of capital of 18.0%, which was based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy.
Property and Equipment
Property and equipment primarily consists of gathering pipelines, compressor stations and the water handling assets. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements.
We utilized a discounted cash flow approach to estimate the fair value of our assets. We performed our first quarter of 2020 quantitative analysis using a weighted-average cost of capital of 19.0%, which was based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy.
Contingent Acquisition Consideration
In connection with our September 2015 acquisition of certain water handling assets, we agreed to pay Antero Resources (a) $125 million in cash if we delivered 176 million barrels or more of fresh water during the period between January 1, 2017 and December 31, 2019 and (b) an additional $125 million in cash if we delivered 219 million barrels or more of fresh water during the period between January 1, 2018 and December 31, 2020. This contingent consideration liability was valued based on Level 3 inputs related to the expected average volumes and weighted average cost of capital and was recorded at the time of such acquisition in accordance with accounting guidance for business combinations. In January 2020, Antero Midstream Partners paid Antero Resources $125 million and, as of December 31, 2020, no additional contingent acquisition consideration was earned.
General and Administrative and Equity-Based Compensation Costs
General and administrative costs are charged or allocated to us based on the nature of the expenses and are allocated based on our proportionate share of Antero Resources’ gross property and equipment, capital expenditures and labor costs, as applicable. These allocations are based on estimates and assumptions that management believes are reasonable.
Equity-based compensation grants are measured at their grant date fair value and related compensation cost is recognized over the vesting period of the grant. Compensation cost for awards with graded vesting provisions is recognized on a straight-line basis over the requisite service period of each separately vesting portion of the award. Estimating the fair value of each award requires management to apply judgment.
Equity-based compensation expenses that are subject to allocation as described in “—Principal Components of our Cost Structure,” are allocated to us based on our proportionate share of Antero Resources’ labor costs. These allocations are based on estimates and assumptions that management believes are reasonable.
New Accounting Pronouncements
See Note 2—Summary of Significant Accounting Policies to our consolidated financial statements for information on new accounting pronouncements.
FY 2021 10-K MD&A
SEC filing source: 0001558370-22-001278.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, see “Item 1A. Risk Factors.” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. In this section, references to “Antero Midstream,” “AM,” the “Company,” “we,” “us,” and “our” refer to Antero Midstream Corporation and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
Overview
We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets to primarily service Antero Resources’ production and completion activity. We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin and present opportunities to expand our midstream services to other operators in the Appalachian Basin. Our assets consist of gathering pipelines, compressor stations and interests in processing and fractionation plants that collect and process production from Antero Resources’ wells in the Appalachian Basin in West Virginia and Ohio. Our assets also include two independent water handling systems that deliver water from the Ohio River and several regional waterways, which portions of these systems are also utilized to transport flowback and produced water. These water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments to transport the water throughout the pipelines. These services are provided by us directly or through third-parties with which we contract. Our assets also include other flowback and produced water treatment facilities that we use to provide water treatment services to Antero Resources and third-parties.
COVID-19 Pandemic
Since the start of the COVID-19 pandemic, governments have tried to slow the spread of the virus by imposing social distancing guidelines, travel restrictions and stay-at-home orders, among other actions, which caused a significant decrease in activity in the global economy and the demand for oil, and to a lesser extent, natural gas and NGLs. As vaccines have become widely available, social distancing guidelines, travel restrictions and stay-at-home orders have eased, activity in the global economy has increased and demand for oil, natural gas and NGLs, and related commodity pricing, has improved. However, new variants of the virus could cause further commodity market volatility and resulting financial market instability, and these are variables beyond our control that may adversely impact our generation of funds from operating cash flows, distributions from unconsolidated affiliates and our ability to access the capital markets.
As a midstream energy company, we are recognized as an essential business under various federal, state and local regulations related to the COVID-19 pandemic. As such, we have continued to operate throughout the pandemic as permitted under these regulations while taking steps to protect the health and safety of our workers. We have implemented protocols to reduce the risk of an outbreak within our field operations and corporate offices, and these protocols have not reduced Antero Resources’ production and our throughput in a significant manner. A substantial portion of our non-field level employees currently operate in remote work from home arrangements, and we have been able to maintain a consistent level of effectiveness through these arrangements, including maintaining our day-to-day operations, our financial reporting systems and our internal control over financial reporting. We continue to monitor the COVID-19 environment in order to (i) protect the health and safety of our employees and contract workers and (ii) determine when a return to in-office working arrangements will be appropriate.
Neither our nor Antero Resources’ supply chain has experienced any significant interruptions due to the COVID-19 pandemic. Prior to the COVID-19 pandemic, Antero Resources had developed a diverse set of buyers and destinations, as well as in-field and off-site storage capacity for its condensate volumes, and as a result of the pandemic, Antero Resources has expanded its customer base and its condensate storage capacity within the Appalachian Basin. However, if Antero Resources or our other customers were to experience any production curtailments or shut-ins it would reduce throughput for our gathering and processing systems. In addition, if our customers were to delay or discontinue drilling or completion activities, it would reduce the volumes of water that we handle and therefore revenues for our water distribution and handling business.
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As the global economy continues to recover from the effects of the COVID-19 pandemic, economic indicators have continued to strengthen. However, the economy has begun to experience elevated inflation levels as a result of global supply and demand imbalances resulting from the COVID-19 pandemic. For example, the United States Bureau of Labor and Statistics (“BLS”) CPI for all urban consumers increased 7% from December 31, 2020 to December 31, 2021 as compared to the average historical 10-year rate of 2%. Additionally, employment activity has also begun to strengthen as demonstrated by the United States BLS unemployment rate declining from a high of 15% in April 2020 to 4% in December 2021. Inflationary pressures and labor shortages could result in increases to our operating and capital costs that are not fixed, renegotiation of contracts and/or supply agreements and higher labor costs, among others. These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.
Recent Developments and Highlights
Credit Facility
On October 26, 2021, we entered into an amended and restated senior secured revolving credit facility with lender commitments of $1.25 billion, which matures on October 26, 2026; provided that if on November 17, 2025 any of the 7.875% senior unsecured notes due May 15, 2026 (the “2026 Notes”) are outstanding, the New Credit Facility will mature on such date. We reduced our commitments from $2.13 billion under the Prior Credit Facility to $1.25 billion to better align with our expected future liquidity needs. See Note 10—Long-Term Debt to the consolidated financial statements and “—Capital Resources and Liquidity—Debt Agreements—Credit Facility” for more information.
Issuance of Senior Notes
On June 8, 2021, we issued $750 million in aggregate principal amount of 5.375% senior notes due June 15, 2029 (the “2029 Notes”) at par. The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2029 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners LP’s (“Antero Midstream Partners”) wholly owned subsidiaries (other than Antero Midstream Finance Corporation) and certain of its future restricted subsidiaries. See Note 10—Long-Term Debt to the consolidated financial statements for more information.
Redemption of Senior Notes
On June 8, 2021, we redeemed all of our outstanding 5.375% Senior Notes Due September 15, 2024 (the “2024 Notes”) at a redemption price of 102.688% of the principal amount therefore, plus accrued and unpaid interest. See Note 10—Long-Term Debt to the consolidated financial statements for more information.
Return of Capital Program
On August 12, 2019, our Board authorized a share repurchase program to opportunistically repurchase up to $300 million of shares of our outstanding common stock. On February 10, 2021, our Board extended this program through June 30, 2023. During the year ended December 31, 2021, we did not repurchase any shares under this program. We currently have approximately $150 million of share repurchase capacity remaining under this program.
On January 12, 2022, the Board declared a cash dividend on the shares of our common stock of $0.225 per share for the quarter ended December 31, 2021. The dividend was paid on February 9, 2022 to stockholders of record as of January 26, 2022. The Board also declared a cash dividend of $138 thousand on the Series A Preferred Stock that was paid on February 14, 2022 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 14—Equity and Earnings Per Common Share to our consolidated financial statements.
Sources of Our Revenues
Our gathering and compression revenues are driven by the volumes of natural gas we gather and compress, and our water handling revenues are driven by quantities of fresh water delivered to our customers to support their well completion operations and produced water treated. Pursuant to our long-term contracts with Antero Resources, we have secured long-term dedications covering a significant portion of Antero Resources’ current and future acreage for gathering and compression services. We have also entered into a long-term water services agreement covering Antero Resources’ 502,000 net acres in West Virginia and Ohio, with a right of first offer on all future areas of operation. Under the agreement, we receive a fixed fee for all fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. In addition, we also provide other fluid handling services. Our fresh water delivery systems and other fluid handling services support well completion and production operations for Antero
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Resources. These services are provided by us directly or through third-parties with which we contract. For other fluid handling services provided by third-parties, Antero Resources reimburses our third-party out-of-pocket costs plus 3%. For other fluid handling services provided by us, we charge Antero Resources a cost of service fee. The initial term of the water services agreement runs to 2035. All of Antero Resources’ existing acreage is dedicated to us for gathering and compression services except for existing third-party commitments. Approximately 127,000 gross leasehold acres characterized by dry gas and liquids-rich production have been previously dedicated to third-party gatherers.
Our gathering and compression operations are substantially dependent upon natural gas and oil production from Antero Resources’ upstream activity in its areas of operation. In addition, there is a natural decline in production from existing wells that are connected to our gathering systems. Although we expect that Antero Resources will continue to devote substantial resources to the development of oil and gas reserves, we have no control over this activity and Antero Resources has the ability to reduce or curtail such development at its discretion.
Our water handling operations are substantially dependent upon the number of wells drilled and completed by Antero Resources, as well as Antero Resources’ production. As of December 31, 2021, Antero Resources had disclosed estimated net proved reserves 17.7 Tcfe, of which 58% was natural gas, 41% were NGLs and 1% was oil. As of December 31, 2021, Antero Resources’ drilling inventory consisted of 2,083 identified potential horizontal well locations, approximately 1,371 of which were located on acreage dedicated to us, providing us with significant opportunity for growth as Antero Resources’ drilling program continues.
Principal Components of Our Cost Structure
The following items are the primary components of our operating expenses.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Direct Operating. We seek to maximize the profitability of our operations in part by minimizing, to the extent appropriate, expenses directly tied to operating and maintaining our assets. We schedule and conduct maintenance over time to avoid significant variability in our direct operating expense and minimize the impact on our cash flow. Gathering and compression operating costs consist primarily of labor, water disposal, pigging, fuel, monitoring, repair and maintenance, utilities and contract services. Gathering and compression operating costs vary with the miles of pipeline and number of compressor stations in our gathering and compression system. Fresh water operating expenses consist primarily of labor, pigging, monitoring, repair and maintenance and contract services. Fresh water operating costs vary with the miles of pipeline, number of pumping stations and to a lesser extent the number of well completions in the Appalachian Basin for which we deliver fresh water and number of impoundments in our water system. Other fluid handling costs, relate to contract services performed by us and third parties. Our other fluid handling costs consist of labor, monitoring and repair and maintenance costs. The other primary drivers of our direct operating expense include maintenance and contract services, regulatory and compliance expense and ad valorem taxes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | General and Administrative. Our general and administrative expenses include direct charges and costs charged by Antero Resources. These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation. These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. Management believes these allocation methodologies are reasonable. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Equity-based compensation includes (i) costs allocated to Antero Midstream by Antero Resources for grants made prior to March 12, 2019 pursuant to the Antero Resources Corporation Long-Term Incentive Plan and (ii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Depreciation. Depreciation consists of our estimate of the decrease in value of the assets capitalized in property and equipment as a result of using the assets throughout the applicable year. Depreciation is computed over the asset’s estimated useful life using the straight-line basis. See Note 8—Property and Equipment to our consolidated financial statements for additional information on our asset classes and estimated lives of our assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Impairment. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to their estimated fair value. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest. We have typically financed a portion of our cash requirements with borrowings under our revolving credit facility and with senior unsecured notes. Our interest expense also includes amortization of deferred financing costs incurred in connection with our revolving credit facility and senior notes, amortization of senior notes premiums and finance leases. See Note 10—Long-Term Debt to our consolidated financial statements and “—Capital Resources and Liquidity—Debt Agreements” for additional information on our debt agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Income tax expense. We are subject to state and federal income taxes but are currently not in a cash tax paying position with respect to state and federal income taxes. The difference between our financial statement income tax expense and our federal income tax liability is primarily due to the differences in the tax and financial statement treatment of our investment in Antero Midstream Partners. We have recorded deferred income tax expense to the extent our deferred tax liabilities exceed our deferred tax assets. Our deferred tax assets result primarily from net operating loss carryforwards. As of December 31, 2021, we had approximately $342 million of U.S. federal net operating loss carryforwards (“NOLs”), and approximately $412 million of state NOLs. The Company currently considers all of its deferred tax assets realizable. The amount of deferred tax assets considered realizable, however, could change as we generate taxable income or as estimates of future taxable income are reduced. See Note 9—Income Taxes to our consolidated financial statements for a discussion of our deferred tax position and income tax expense. |
How We Evaluate Our Operations
We use a variety of financial and operational metrics to evaluate our performance. These metrics help us identify factors and trends that impact our operating results, profitability and financial condition. The key metrics we use to evaluate our business are provided below.
Adjusted EBITDA
We use Adjusted EBITDA as a performance measure to assess the ability of our assets to generate cash sufficient to pay interest costs, support indebtedness and return capital to stockholders. Adjusted EBITDA is a non-GAAP financial measure. See “—Non-GAAP Financial Measures” below for more information regarding this financial measure, including a reconciliation to its most directly comparable GAAP measure.
Gathering and Compression Throughput
We must continually obtain additional supplies of natural gas to maintain or increase throughput on our systems. Our ability to maintain existing supplies of natural gas and obtain additional supplies is primarily impacted by (i) our acreage dedication and the level of successful drilling activity by Antero Resources and (ii) the potential for acreage dedications with and successful drilling by third-party producers. Any increase in our throughput volumes over the near term will likely be driven by Antero Resources continuing its drilling and development activities on its Appalachian Basin acreage.
Water Handling Volumes
Our fresh water volumes are primarily driven by hydraulic fracturing activities conducted as part of well completions. Our other fluid handling volumes are driven by hydraulic fracturing activities and produced water volumes, which are primarily a function of Antero Resources’ completion activities and production. Antero Resources’ consolidated acreage position allows us to provide fresh water and other fluid handling services for Antero Resources’ completion activities in a more efficient manner. However, to the extent that Antero Resources’ drilling and completion schedule is not met, or Antero Resources uses less fresh water and other fluid handling services in its well completion operations than expected (for example, due to a reduction in completions), and production declines, our water volumes may decline.
Results of Operations
We have two operating segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process gross production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from the Joint Venture and Stonewall Gas Gathering LLC. The water handling segment includes (i) two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, (ii) the wastewater treatment facility and related landfill (collectively, the “Clearwater Facility”) that was idled in September 2019 and (iii) other fluid handling services.
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Year Ended December 31, 2020 Compared to Year Ended December 31, 2021
The operating results of our reportable segments were as follows for the years ended December 31, 2020 and 2021:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2020 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | Processing | Handling | Unallocated (1) | Total | | ||||||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 759,459 | | | 259,932 | | | — | | | 1,019,391 | |
| Gathering—low pressure rebate | | | (48,000) | | | — | | | — | | | (48,000) | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 674,373 | | | 226,346 | | | — | | | 900,719 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 56,508 | | | 108,878 | | | — | | | 165,386 | |
| General and administrative (excluding equity-based compensation) | | | 20,410 | | | 11,796 | | | 7,229 | | | 39,435 | |
| Equity-based compensation | | | 9,489 | | | 2,388 | | | 901 | | | 12,778 | |
| Facility idling | | | — | | | 15,219 | | | — | | | 15,219 | |
| Depreciation | | | 57,300 | | | 51,490 | | | — | | | 108,790 | |
| Impairment of property and equipment | | | 947 | | | 97,232 | | | — | | | 98,179 | |
| Impairment of goodwill | | | 575,461 | | | — | | | — | | | 575,461 | |
| Accretion of asset retirement obligations | | | — | | | 180 | | | — | | | 180 | |
| Loss on asset sale | | | 2,689 | | | 240 | | | — | | | 2,929 | |
| Total operating expenses | | | 722,804 | | | 287,423 | | | 8,130 | | | 1,018,357 | |
| Operating loss | | | (48,431) | | | (61,077) | | | (8,130) | | | (117,638) | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (147,007) | | | (147,007) | |
| Equity in earnings of unconsolidated affiliates | | | 86,430 | | | — | | | — | | | 86,430 | |
| Total other income (expense) | | | 86,430 | | | — | | | (147,007) | | | (60,577) | |
| Income (loss) before income taxes | | | 37,999 | | | (61,077) | | | (155,137) | | | (178,215) | |
| Income tax benefit | | | — | | | — | | | 55,688 | | | 55,688 | |
| Net income (loss) and comprehensive income (loss) | | $ | 37,999 | | | (61,077) | | | (99,449) | | | (122,527) | |
| | | | | | | | | | | | | | |
| Adjusted EBITDA (2) | | | | | | | | | | | $ | 850,209 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
| Column 1 | Column 2 |
|---|---|
| (2) | Adjusted EBITDA is a non-GAAP financial measure. For a discussion of this measure, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures”. |
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| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2021 | | ||||||||||
| | | Gathering and | | Water | | | | Consolidated | | ||||
| (in thousands) | Processing | Handling | Unallocated (1) | Total | | ||||||||
| Revenues: | | | | | | | | | | | | | |
| Revenue–Antero Resources | | $ | 761,737 | | | 218,621 | | | — | | | 980,358 | |
| Revenue–third-party | | | — | | | 516 | | | — | | | 516 | |
| Gathering—low pressure rebate | | | (12,000) | | | — | | | — | | | (12,000) | |
| Amortization of customer relationships | | | (37,086) | | | (33,586) | | | — | | | (70,672) | |
| Total revenues | | | 712,651 | | | 185,551 | | | — | | | 898,202 | |
| Operating expenses: | | | | | | | | | | | | | |
| Direct operating | | | 65,983 | | | 91,137 | | | — | | | 157,120 | |
| General and administrative (excluding equity-based compensation) | | | 26,261 | | | 20,317 | | | 3,731 | | | 50,309 | |
| Equity-based compensation | | | 10,119 | | | 2,500 | | | 910 | | | 13,529 | |
| Facility idling | | | — | | | 3,997 | | | — | | | 3,997 | |
| Depreciation | | | 59,692 | | | 49,098 | | | — | | | 108,790 | |
| Impairment of property and equipment | | | 4,608 | | | 434 | | | — | | | 5,042 | |
| Accretion of asset retirement obligations | | | — | | | 460 | | | — | | | 460 | |
| Loss on asset sale | | | 3,628 | | | — | | | — | | | 3,628 | |
| Total operating expenses | | | 170,291 | | | 167,943 | | | 4,641 | | | 342,875 | |
| Operating income | | | 542,360 | | | 17,608 | | | (4,641) | | | 555,327 | |
| Other income (expense): | | | | | | | | | | | | | |
| Interest expense, net | | | — | | | — | | | (175,281) | | | (175,281) | |
| Equity in earnings of unconsolidated affiliates | | | 90,451 | | | — | | | — | | | 90,451 | |
| Loss on early extinguishment of debt | | | — | | | — | | | (21,757) | | | (21,757) | |
| Total other income (expense) | | | 90,451 | | | — | | | (197,038) | | | (106,587) | |
| Income before income taxes | | | 632,811 | | | 17,608 | | | (201,679) | | | 448,740 | |
| Income tax expense | | | — | | | — | | | (117,123) | | | (117,123) | |
| Net income and comprehensive income | | $ | 632,811 | | | 17,608 | | | (318,802) | | | 331,617 | |
| | | | | | | | | | | | | | |
| Adjusted EBITDA (2) | | | | | | | | | | | $ | 876,438 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
| Column 1 | Column 2 |
|---|---|
| (2) | Adjusted EBITDA is a non-GAAP financial measure. For a discussion of this measure, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures”. |
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The following table sets forth the operating data for Antero Midstream:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended | | Amount of | | | | | |||||
| | | December 31, | | Increase | | Percentage | |||||||
| | 2020 | 2021 | or Decrease | Change | |||||||||
| Operating Data: | | | | | | | | | | | | | |
| Gathering—low pressure (MMcf) | | | 1,069,822 | | | 1,060,444 | | | (9,378) | | | (1) | % |
| Compression (MMcf) | | | 991,726 | | | 1,006,366 | | | 14,640 | | | 1 | % |
| Gathering—high pressure (MMcf) | | | 1,058,119 | | | 1,037,094 | | | (21,025) | | | (2) | % |
| Fresh water delivery (MBbl) | | | 40,076 | | | 34,572 | | | (5,504) | | | (14) | % |
| Other fluid handling (MBbl) | | | 20,945 | | | 16,930 | | | (4,015) | | | (19) | % |
| Wells serviced by fresh water delivery | | | 91 | | | 75 | | | (16) | | | (18) | % |
| Gathering—low pressure (MMcf/d) | | | 2,923 | | | 2,905 | | | (18) | | | (1) | % |
| Compression (MMcf/d) | | | 2,710 | | | 2,757 | | | 47 | | | 2 | % |
| Gathering—high pressure (MMcf/d) | | | 2,891 | | | 2,841 | | | (50) | | | (2) | % |
| Fresh water delivery (MBbl/d) | | | 109 | | | 95 | | | (14) | | | (13) | % |
| Other fluid handling (MBbl/d) | | | 57 | | | 46 | | | (11) | | | (19) | % |
| Average Realized Fees: | | | | | | | | | | | | | |
| Average gathering—low pressure fee ($/Mcf) (1) | | $ | 0.33 | | | 0.33 | | | — | | | * | |
| Average compression fee ($/Mcf) | | $ | 0.20 | | | 0.20 | | | — | | | * | |
| Average gathering—high pressure fee ($/Mcf) | | $ | 0.20 | | | 0.20 | | | — | | | * | |
| Average fresh water delivery fee ($/Bbl) | | $ | 3.96 | | | 3.97 | | | 0.01 | | | * | |
| Joint Venture Operating Data: | | | | | | | | | | | | | |
| Processing—Joint Venture (MMcf) | | | 523,739 | | | 543,649 | | | 19,910 | | | 4 | % |
| Fractionation—Joint Venture (MBbl) | | | 13,200 | | | 13,644 | | | 444 | | | 3 | % |
| Processing—Joint Venture (MMcf/d) | | | 1,431 | | | 1,489 | | | 58 | | | 4 | % |
| Fractionation—Joint Venture (MBbl/d) | | | 36 | | | 37 | | | 1 | | | 3 | % |
*Not meaningful or applicable.
| Column 1 | Column 2 |
|---|---|
| (1) | The year ended December 31, 2021 average realized fee does not include $2.4 million of low pressure gathering fee revenues which volumes relate to prior periods. |
Revenues. Total revenues decreased by $3 million, from $901 million, including amortization of customer relationships of $71 million, for the year ended December 31, 2020, to $898 million, including amortization of customer relationships of $71 million, for the year ended December 31, 2021. Gathering and processing revenues increased by 6%, from $675 million for the year ended December 31, 2020 to $713 million for the year ended December 31, 2021. Water handling revenues decreased by 18%, from $226 million for the year ended December 31, 2020 to $185 million for the year ended December 31, 2021. These fluctuations primarily resulted from the following:
Gathering and Processing
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Low pressure gathering revenue increased $37 million period over period primarily due to $36 million in lower rebates to Antero Resources during the year ended December 31, 2021, partially offset by decreased throughput volumes of 9 Bcf, or 18 MMcf/d. Low pressure gathering volumes decreased between periods primarily due to downtime at certain processing and fractionation facilities during the third quarter of 2021, partially offset by 69 additional wells connected to our system since December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Compression revenue increased $4 million period over period due to increased throughput volumes of 15 Bcf, or 47 MMcf/d, primarily due to additional wells connected to our system since December 31, 2020, and one new compressor that came online during the summer of 2020, partially offset by downtime at certain processing and fractionation facilities during the third quarter of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | High pressure gathering revenue decreased $3 million period over period due to decreased throughput volumes of 21 Bcf, or 50 MMcf/d. The high pressure gathering volumes decreased period over period primarily as a result of downtime at certain processing and fractionation facilities during the third quarter of 2021, partially offset by 69 new wells connected to our system since December 31, 2020. |
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Water Handling
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Fresh water delivery revenue decreased $21 million period over period due to decreased fresh water delivery volumes of 6 MMBbl, or 14 MBbl/d, as a result of 16 fewer wells completed during the year ended December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other fluid handling services revenue decreased $19 million period over period primarily due to a $25 million decrease in services that are billed at cost plus 3% as a result of increased use of our water blending services and cost reductions, partially offset by a $6 million increase in water blending services. |
Direct operating expenses. Total direct operating expenses decreased by 5%, from $165 million for the year ended December 31, 2020 to $157 million for the year ended December 31, 2021. Gathering and processing direct operating expenses increased 17% from $56 million for the year ended December 31, 2020 to $66 million for the year ended December 31, 2021 primarily due to higher maintenance expense and ad valorem taxes between periods, as well as increased expense from one new compressor station that came online in the summer of 2020. Water handling direct operating expenses decreased by 16%, from $109 million for the year ended December 31, 2020 to $91 million for the year ended December 31, 2021. The decrease was primarily due to lower costs associated with third-party other fluid handling services of $25 million, partially offset by higher blending costs as a result of increased blending volumes between periods.
General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) increased 28%, from $39 million for the year ended December 31, 2020 to $50 million for the year ended December 31, 2021 primarily due to (i) legal costs associated with the Clearwater Facility, (ii) higher salary and wage expense, which includes our annual incentive program that was temporarily and significantly reduced during 2020 and (iii) higher costs allocated to us from Antero Resources during 2021, partially offset by cost reduction efforts between periods.
Equity-based compensation expenses. Equity-based compensation expenses remained relatively consistent at $13 million and $14 million for the years ended December 31, 2020 and 2021, respectively.
Facility idling expenses. Facility idling expenses decreased 74%, from $15 million for the year ended December 31, 2020 to $4 million for the year ended December 31, 2021 primarily due to reduced Clearwater Facility decommissioning costs between periods.
Depreciation expense. Total depreciation expense remained consistent at $109 million for each of the years ended December 31, 2020 and 2021.
Impairment of property and equipment expense. Impairment of property and equipment expense of $98 million for the year ended December 31, 2020 was primarily for the impairment of fresh water delivery assets in the Utica Shale region. Impairment of property and equipment expense of $5 million for the year ended December 31, 2021 was primarily due to canceled project write-downs as well as a lower of cost or market adjustment for pipe inventory.
Impairment of goodwill expense. Impairment of goodwill expense of $575 million for the year ended December 31, 2020 reflects an impairment of the goodwill that was associated with our gathering system due to declines in commodity prices and the industry environment. All of our goodwill was fully impaired during the year ended December 31, 2020.
Loss on asset sale. Loss on asset sale remained relatively consistent at $3 million and $4 million for the years ended December 31, 2020 and 2021, respectively, and primarily relate to sales of excess pipe inventory.
Interest expense. Interest expense increased by 19%, from $147 million for the year ended December 31, 2020 to $175 million for the year ended December 31, 2021 primarily due to the issuance of (i) $550 million of 2026 Notes on November 10, 2020 and (ii) $750 million of 2029 Notes on June 8, 2021, partially offset by lower borrowings under the Credit Facility during the year ended December 31, 2021 and the redemption of all $650 million of the 2024 Notes on June 8, 2021.
Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 5%, from $86 million for the year ended December 31, 2020 to $90 million for the year ended December 31, 2021 primarily due to an increase in the level of volume throughput at the Joint Venture between periods, including one new Joint Venture processing plant with nameplate capacity of 200 MMcf/d being placed in service during July 2021, partially offset by the effects of the processing plant and fractionation facility downtime during the third quarter of 2021.
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Loss on early extinguishment of debt. Loss on early extinguishment of debt for the year ended December 31, 2021 of $22 million primarily relates to the redemption of all $650 million of the 2024 Notes at a premium to par of $17 million as well as the write-off of $6 million of unamortized deferred financing costs, partially offset by $2 million of unamortized premium.
Income tax benefit (expense). Income tax benefit for the year ended December 31, 2020 was $56 million or an effective tax rate of 31.2% primarily due to the loss before taxes for the period coupled with an $11 million rate benefit related to the carryback of net operating losses to prior tax years. Income tax expense for the year ended December 31, 2021 was $117 million primarily due to income before taxes for the period which reflects an effective tax rate of 26.1% primarily due to the effects of state income taxes.
Net income (loss). Net loss was $123 million for the year ended December 31, 2020 primarily due to a $575 million impairment of goodwill for our gathering system and an $89 million impairment of our freshwater delivery assets. Net income was $332 million for the year ended December 31, 2021, primarily due to higher gathering and processing revenues and lower (i) impairment of property and equipment, (ii) direct operating expense and (iii) facility idling expense between periods, offset by lower water handling revenues and higher (i) interest expense, (ii) loss on early extinguishment of debt and (iii) general and administrative expense between periods.
Adjusted EBITDA. Adjusted EBITDA increased by 3%, from $850 million for the year ended December 31, 2020 to $876 million for the year ended December 31, 2021. The increase was primarily due to increased gathering and compression revenues and decreased direct operating expense and facility idling costs between periods, partially offset by lower water handling revenues and higher general and administrative expense between periods. For a discussion of the non-GAAP financial measure Adjusted EBITDA, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, read “—Non-GAAP Financial Measures” below.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2020
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” in our 2020 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2020.
Capital Resources and Liquidity
Sources and Uses of Cash
Capital resources and liquidity are provided by operating cash flows, borrowings under our New Credit Facility and capital market transactions. We expect that the combination of these capital resources will be adequate to meet our working capital requirements, capital expenditures program, expected quarterly cash dividends and share repurchases under our share repurchases program for at least the next 12 months.
During the year ended December 31, 2021, we paid dividends of $0.98 per share, or a total of $471 million, to holders of our common stock, as applicable, and we paid $550 thousand of dividends on our Series A Preferred Stock. On January 12, 2022, the Board declared a cash dividend on the shares of our common stock of $0.225 per share for the quarter ended December 31, 2021 to be paid on February 9, 2022 to stockholders of record as of January 26, 2022. The Board also declared an aggregate cash dividend of $138 thousand on our Series A Preferred Stock that was paid on February 14, 2022. As of December 31, 2021, there were dividends in the amount of $69 thousand accumulated in arrears on our Series A Preferred Stock.
As of December 31, 2021, we did not have any off-balance sheet arrangements.
Cash Flows
The following table and discussion presents a summary of our net cash provided by operating activities, investing activities and financing activities for the periods indicated:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | ||||
| (in thousands) | 2020 | 2021 | | ||||
| Net cash provided by operating activities | | $ | 753,382 | | | 709,752 | |
| Net cash used in investing activities | | | (219,231) | | | (233,242) | |
| Net cash used in financing activities | | | (534,746) | | | (477,150) | |
| Net decrease in cash and cash equivalents | | $ | (595) | | | (640) | |
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Year Ended December 31, 2020 Compared to Year Ended December 31, 2021
Operating Activities. Net cash provided by operating activities was $753 million and $710 million for the years ended December 31, 2020 and 2021, respectively. The decrease in net cash provided by operating activities for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily the result of lower water handling revenues, higher interest expense and general and administrative expense and increased cash used for working capital, excluding income tax receivable, between periods, partially offset by (i) higher gathering and processing revenues, (ii) lower direct operating expense and facility idling costs and (iii) decreased income tax refunds between periods.
Investing Activities. Net cash flows used in investing activities was $219 million and $233 million for the years ended December 31, 2020 and 2021, respectively. The increase in cash flows used in investing activities was primarily due to (i) a $29 million increase in additions to our gathering system, (ii) a $7 million increase in additions to our water handling system and (iii) $1 million increase in proceeds from excess pipe inventory sales, partially offset by a $23 million decrease in investments made in unconsolidated affiliates between periods.
Financing Activities. Net cash used in financing activities was $535 million and $477 million for the years ended December 31, 2020 and 2021, respectively. Net cash used in financing activities for the year ended December 31, 2021 included: (i) issuance of the 2029 Notes of $750 million; (ii) repayment of the 2024 Notes of $667 million, which includes the redemption premium at 102.688% of par, (iii) total dividends to our common stockholders and preferred stockholders of $472 million; (iv) $66 million in net payments on the Credit Facility; and (v) $17 million in deferred financing costs payments associated with the issuance of the 2029 Notes and the senior secured revolving credit facility amendment. Net cash used in financing activities for the year ended December 31, 2020 included: (i) issuance of the 2026 Notes of $550 million; (ii) total dividends to our common stockholders and preferred stockholders of $590 million; (iii) $346 million in net payments on the Credit Facility; (iv) $125 million (net of $8 million reflected in the cash flows provided by operating activities related to the accretion of fair value) paid to Antero Resources for the fair value of contingent acquisition consideration at the date of acquisition; (v) $25 million of common stock repurchases; and (vi) $6 million in deferred financing costs payments associated with the issuance of the 2026 Notes.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2020
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Capital Resources and Liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of the cash flows for the year ended December 31, 2019 compared to the year ended December 31, 2020.
Capital Investments
Our capital expenditures for the year ended December 31, 2021 were $262 million, including $217 million for gathering and compression infrastructure, $43 million for water infrastructure and $2 million for the Joint Venture.
The Board approved a 2022 capital budget with a range of $275 million to $300 million, which includes growth capital supporting the increased volumes expected from Antero Resources’ drilling partnership in addition to its maintenance capital program for 2022. Our capital budgets may be adjusted as business conditions warrant. If natural gas, NGLs and oil prices decline to levels below acceptable levels or costs increase to levels above acceptable levels, Antero Resources could choose to defer a significant portion of its budgeted capital expenditures until later periods. As a result, we may also defer a significant portion of our budgeted capital expenditures to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate near-term cash flows. We routinely monitor and adjust our capital expenditures in response to changes in Antero Resources’ development plans, changes in prices, availability of financing, acquisition costs, industry conditions, the timing of regulatory approvals, success or lack of success in Antero Resources’ drilling activities, contractual obligations, internally generated cash flows and other factors both within and outside our control.
Debt Agreements
Credit Facility
Antero Midstream Partners, as borrower (the “Borrower”), an indirect, wholly owned subsidiary of Antero Midstream Corporation, has a senior secured revolving credit facility with a consortium of banks. On October 26, 2021, we entered into an amended and restated senior secured revolving credit facility, the New Credit Facility. The New Credit Facility provides for borrowing under either Adjusted Term Secured Overnight Financing Rate (“SOFR”) or the Base Rate (as each term is defined in the New Credit Facility).
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The New Credit Facility has lender commitments of $1.25 billion and matures on October 26, 2026; provided that if on November 17, 2025 any of the 2026 Notes are outstanding, the New Credit Facility will mature on such date. As of December 31, 2021, we had $547 million of borrowings and no letters of credit outstanding under the New Credit Facility.
We have a choice of borrowing at Adjusted Term SOFR or at the base rate. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable (i) with respect to base rate loans, quarterly and (ii) with respect to SOFR Loans, the last day of each Interest Period (as defined below); provided that if any Interest Period for a SOFR Loan exceeds three months, interest will be payable on the respective dates that fall every three months after the beginning of such Interest Period. SORF Loans bear interest at a rate per annum equal to the rate for SOFR rate loans for three or six months (the “Interest Period”) plus an applicable margin ranging from 150 to 250 basis points (subject to certain exceptions), depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month SOFR Rate loans plus 100 basis points, plus an applicable margin ranging from 50 to 150 basis points (subject to certain exceptions) depending on the leverage ratio then in effect.
The Credit Facility is guaranteed by our subsidiaries and is secured by mortgages on substantially all of Antero Midstream Partners’ and its subsidiaries’ properties. The New Credit Facility contains restrictive covenants that may limit our ability to, among other things:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | incur additional indebtedness; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | sell assets; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make loans to others; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make investments and acquisitions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | enter into mergers; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | make certain restricted payments; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | incur liens; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | engage in certain other transactions without the prior consent of the lenders. |
The Credit Facility also requires us to maintain the following financial ratios (subject to certain exceptions):
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a consolidated interest coverage ratio, which is the ratio of our consolidated EBITDA to its consolidated current interest charges of at least 2.5 to 1.0 at the end of each fiscal quarter; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than 5.00 to 1.00 at the end of each fiscal quarter; provided that, at our election (the “Financial Covenant Election”), the consolidated total leverage ratio shall be no more than 5.25 to 1.0; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | after a Financial Covenant Election, a consolidated senior secured leverage ratio covenant rather than the consolidated total leverage ratio covenant, which is the ratio of consolidated senior secured debt to consolidated EBITDA, of not more than 3.75 to 1.0. |
We were in compliance with the applicable covenants and ratios as of December 31, 2021.
See Note 10—Long-Term Debt to the unaudited condensed consolidated financial statements for more information on our Credit Facility.
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Senior Notes
The following table summarizes the material terms of our senior unsecured notes as of December 31, 2021:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2026 Notes | | 2027 Notes | | 2028 Notes | | 2029 Notes | | |||||
| Outstanding principal (in thousands) | | $ | 550,000 | | $ | 650,000 | | $ | 650,000 | | $ | 750,000 | |
| Interest rate | | | 7.875 | % | | 5.75 | % | | 5.75 | % | | 5.375 | % |
| Maturity date | | | May 15, 2026 | | | March 1, 2027 | | | January 15, 2028 | | | June 15, 2029 | |
| Interest payment dates | | | May 15, Nov. 15 | | | Mar. 1, Sept. 1 | | | Jan. 15, July 15 | | | Jun. 15, Dec. 15 | |
| Make-whole redemption date (1) | | | May 15, 2025 | | | March 1, 2025 | | | January 15, 2026 | | | June 15, 2026 | |
| Column 1 | Column 2 |
|---|---|
| (1) | On or after these dates, we may redeem the applicable series of senior notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. Prior to such date, we may, in certain circumstances, redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. |
See Note 10—Long-Term Debt to the consolidated financial statements for more information on our senior notes.
Non-GAAP Financial Measures
We use Adjusted EBITDA as an important indicator of our performance. We define Adjusted EBITDA as net income before net interest expense, income tax expense, depreciation, impairment, accretion of asset retirement obligations, equity-based compensation, excluding equity in earnings of unconsolidated affiliates, amortization of customer relationships, loss on early extinguishment of debt and loss on asset sale and including cash distributions from unconsolidated affiliates.
We use Adjusted EBITDA to assess:
● the financial performance of our assets, without regard to financing methods capital structure or historical cost basis;
● our 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.
Adjusted EBITDA is a non-GAAP financial measure. The GAAP measure most directly comparable to Adjusted EBITDA is net income (loss). The non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income (loss). Adjusted EBITDA presentations are not 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 (loss). You should not consider Adjusted EBITDA in isolation or as a substitute for analyses of results as reported under GAAP. Our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other corporations.
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The following table represents a reconciliation of our Adjusted EBITDA to the most directly comparable GAAP financial measure for the periods presented:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | | | ||||
| | | Year Ended December 31, | | ||||
| (in thousands) | | 2020 | | 2021 | | ||
| Reconciliation of Net Income (Loss) to Adjusted EBITDA: | | | | | | | |
| Net income (loss) | | $ | (122,527) | | | 331,617 | |
| Interest expense, net | | | 147,007 | | | 175,281 | |
| Income tax expense (benefit) | | | (55,688) | | | 117,123 | |
| Depreciation expense | | | 108,790 | | | 108,790 | |
| Amortization of customer relationships | | | 70,672 | | | 70,672 | |
| Equity-based compensation | | | 12,778 | | | 13,529 | |
| Impairment | | | 673,640 | | | 5,042 | |
| Accretion of asset retirement obligations | | | 180 | | | 460 | |
| Equity in earnings of unconsolidated affiliates | | | (86,430) | | | (90,451) | |
| Distributions from unconsolidated affiliates | | | 98,858 | | | 118,990 | |
| Loss on early extinguishment of debt | | | — | | | 21,757 | |
| Loss on asset sale | | | 2,929 | | | 3,628 | |
| Adjusted EBITDA | | $ | 850,209 | | | 876,438 | |
Critical Accounting Policies and Estimates
The following discussion relates to the critical accounting policies and estimates for both the Company and our predecessor, AMGP. The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements. We provide expanded discussion of our more significant accounting policies, estimates and judgments below. We believe these accounting policies reflect our more significant estimates and assumptions used in preparation of our financial statements. See Note 2—Summary of Significant Accounting Policies to our consolidated financial statements for a discussion of additional accounting policies and estimates made by management.
Fair Value Measurement
The FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value, and sets forth disclosure requirements about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long-lived assets). The fair value is the price that we estimate would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.
Business Combination
We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, with any remaining difference recorded as goodwill. For acquisitions, management engages an independent valuation specialist to assist with the determination of fair value of the assets acquired, liabilities assumed and goodwill, based on recognized business valuation methodologies. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition, and not later than
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one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the acquisition date. An adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period of the adjustment. Acquisition-related costs are expensed as incurred in connection with each business combination.
We accounted for the Transactions under the acquisition method of accounting and estimated the fair value of assets acquired and liabilities assumed at March 12, 2019. In connection with the Transactions, the Company, among other things, issued shares of common stock valued at the closing market price of the common shares at the effective time of the Transactions, which was a Level 1 measurement.
We used the discounted cash flow approach, which is an income statement technique, to estimate the fair value of the customer relationships and investments in unconsolidated affiliates using a weighted-average cost of capital of 14.1%, which is based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy. We also used this approach in combination with the cost approach to estimate the fair value of property and equipment whereby certain property and equipment was adjusted for recent purchases of similar items, economic and functional obsolescence, location, normal useful lives and capacity (if applicable). To estimate the fair value of the long-term debt, we used Level 2 market data inputs.
Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. We test goodwill for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the carrying value of the reporting unit. The fair value is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements. If the fair value of the reporting unit is less than the carrying value, including goodwill, the excess of the book value over the fair value of goodwill is charged to net income as an impairment expense.
We utilized a combination of approaches to estimate the fair value of our assets including the discounted cash flow approach, comparable company method and the cost approach, whereby certain property and equipment was adjusted for recent purchases of similar items, economic and functional obsolescence, location, normal useful lives and capacity (if applicable). We performed our fourth quarter of 2019 and first quarter of 2020 quantitative analysis using a weighted-average cost of capital of 10.0% and 18.0%, respectively, which is based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy.
Property and Equipment
Property and equipment primarily consists of gathering pipelines, compressor stations and the Clearwater Facility. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements.
We utilized a discounted cash flow approach to estimate the fair value of our assets. We performed our first quarter of 2020 quantitative analysis using a weighted-average cost of capital of 19.0%, which is based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy.
Contingent Acquisition Consideration
In connection with our September 2015 acquisition of certain water treatment assets, we agreed to pay Antero Resources (a) $125 million in cash if we delivered 176 million barrels or more of fresh water during the period between January 1, 2017 and December 31, 2019 and (b) an additional $125 million in cash if we delivered 219 million barrels or more of fresh water during the period between January 1, 2018 and December 31, 2020. This contingent consideration liability was valued based on Level 3 inputs related to the expected average volumes and weighted average cost of capital and was recorded at the time of such acquisition in accordance with accounting guidance for business combinations. In January 2020, Antero Midstream Partners paid Antero Resources $125 million and, as of December 31, 2020, no additional contingent acquisition consideration was earned.
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General and Administrative and Equity-Based Compensation Costs
General and administrative costs are charged or allocated to us based on the nature of the expenses and are allocated based on our proportionate share of Antero Resources’ gross property and equipment, capital expenditures and labor costs, as applicable. These allocations are based on estimates and assumptions that management believes are reasonable.
Equity-based compensation grants are measured at their grant date fair value and related compensation cost is recognized over the vesting period of the grant. Compensation cost for awards with graded vesting provisions is recognized on a straight-line basis over the requisite service period of each separately vesting portion of the award. Estimating the fair value of each award requires management to apply judgment.
Equity-based compensation expenses that are subject to allocation as described in “—Principal Components of our Cost Structure,” are allocated to us based on our proportionate share of Antero Resources’ labor costs. These allocations are based on estimates and assumptions that management believes are reasonable.
New Accounting Pronouncements
Income Taxes
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. This ASU removes certain exceptions to the general principles in ASC 740, Income Taxes (“ASC 740”) and also simplifies portions of ASC 740 by clarifying and amending existing guidance. It is effective for interim and annual reporting periods after December 15, 2020. We adopted this ASU on January 1, 2021, and it did not have a material impact on our consolidated financial statements.