DENVER, Feb. 13, 2018 /PRNewswire/ -- Antero
Midstream Partners LP (NYSE: AM) ("Antero Midstream" or the
"Partnership") and Antero Midstream GP LP (NYSE: AMGP)
("AMGP") today released their fourth quarter and full year 2017
financial and operating results. The relevant consolidated
financial statements are included in Antero Midstream's and AMGP's
Annual Reports on Form 10-K for the year ended December 31, 2017, which have been filed with the
Securities and Exchange Commission.
Antero Midstream Fourth Quarter 2017 Highlights
Include:
- GAAP net income decreased by 13% to $64 million, or $0.22 per limited partner unit compared to the
prior year quarter
- Adjusted net income increased by 19% to $88 million, or $0.34 per limited partner unit compared to the
prior year quarter
- Adjusted EBITDA increased by 13% to $142 million compared to the prior year
quarter
- Distributable Cash Flow ("DCF") increased by 14% to
$117 million resulting in DCF
coverage of 1.3x
- Distributions were $0.365/unit, a 30% increase compared to the prior
year quarter and the Partnership's twelfth consecutive distribution
increase since the November 2014
IPO
- Antero Midstream's corporate debt ratings have improved to
Ba2/BB+/BBB- (Moody's/S&P/Fitch)
Antero Midstream Full Year 2017 Highlights Include:
- GAAP net income increased by 30% to $307 million, or $1.28 per limited partner unit compared to the
prior year
- Adjusted net income increased by 40% to $331 million, or $1.40 per limited partner unit compared to the
prior year
- Adjusted EBITDA increased by 31% to $529 million compared to the prior year
- Distributable Cash Flow increased by 19% to $421 million resulting in DCF coverage of
1.3x
- Debt to trailing twelve months Adjusted EBITDA was 2.3x with
$1.0 billion of liquidity
Antero Midstream GP LP Fourth Quarter 2017 Highlights
Include:
- Distributions increased to $0.075/share, a 27% increase sequentially and the
second consecutive distribution increase since the May 2017 IPO
- Long-term distribution per share targets from 2018 through
2020 were increased by 20%, as compared to previously provided
targets, due to the announced reduction in the U.S. federal
corporate tax rate from 35% to 21%
Commenting on the 2017 results and outlook for Antero Midstream,
Paul Rady, Chairman and CEO said,
"Antero Midstream had another successful year executing its organic
growth strategy and expanding its operations downstream into
processing and fractionation. We expect to continue this
momentum into 2018 having recently brought online the Sherwood 9
processing plant, which expands the processing and fractionation
Joint Venture's total processing capacity to 600 MMcf/d. This
full midstream value chain strategy positions Antero Midstream to
deliver on its attractive, peer-leading, long-term distribution
growth targets supported by its five year organic project backlog
of $2.7 billion."
Mr. Rady further added, "Antero Midstream continues to benefit
from the improving financial strength of Antero Resources, which
has taken significant steps over the last year to improve its
balance sheet and free cash flow profile. Antero Resources is
at an inflection point where going forward it is positioned to
fully fund its five year development plan with operating cash flow,
ultimately de-risking the growth profile of Antero Midstream."
For a discussion of the non-GAAP financial measures adjusted net
income, Adjusted EBITDA, Distributable Cash Flow, and net debt
please see "Non-GAAP Financial Measures."
Antero Midstream Fourth Quarter Financial Results
Low pressure gathering volumes for the fourth quarter of 2017
averaged 1,711 MMcf/d, a 12% increase as compared to the fourth
quarter of 2016. Low pressure gathering volumes were
negatively impacted by lower than expected production in the Utica
due to the delayed in-service date of the Rover Pipeline.
Compression volumes for the fourth quarter of 2017 averaged 1,355
MMcf/d, a 47% increase as compared to the fourth quarter of 2016 as
a result of placing new compression stations in service throughout
2017 totaling approximately 600 MMcf/d of incremental
capacity. High pressure gathering volumes for the fourth
quarter of 2017 averaged 1,842 MMcf/d, a 28% increase from the
fourth quarter of 2016. High pressure gathering volumes were
in excess of low pressure gathering volumes due to Antero
Resources' temporary use of an Antero Midstream owned high pressure
line to avoid downstream pipeline constraints. The increase in
gathering and compression volumes was driven by production growth
from Antero Resources in Antero Midstream's area of
dedication. Fresh water delivery volumes averaged 149 MBbl/d
during the quarter, in line with the fourth quarter of 2016.
Gross processing volumes from our processing and fractionation
joint venture with MarkWest (a wholly-owned subsidiary of MPLX)
(the "Joint Venture"), averaged 425 MMcf/d, for the fourth quarter
of 2017, an increase of 16% compared to the third quarter of
2017. Gross Joint Venture fractionation volumes averaged
9,096 Bbl/d, a 41% increase sequentially.
|
|
Three Months
Ended
December
31,
|
|
|
Average Daily
Volumes:
|
|
2016
|
|
2017
|
|
%
Change
|
Low Pressure Gathering
(MMcf/d)
|
|
1,522
|
|
1,711
|
|
12%
|
Compression
(MMcf/d)
|
|
920
|
|
1,355
|
|
47%
|
High Pressure
Gathering (MMcf/d)
|
|
1,437
|
|
1,842
|
|
28%
|
Fresh Water Delivery
(MBbl/d)
|
|
150
|
|
149
|
|
(1)%
|
Gross Joint Venture
Processing (MMcf/d)
|
|
—
|
|
425
|
|
*
|
Gross Joint Venture
Fractionation (Bbl/d)
|
|
—
|
|
9,096
|
|
*
|
|
|
______________________________
|
*
|
Not applicable.
Antero Midstream has a 50% interest in the Joint Venture, which was
formed in February 2017.
|
For the three months ended December 31,
2017, the Partnership reported revenues of $210 million, comprised of $106 million from the Gathering and Processing
segment and $104 million from the
Water Handling and Treatment segment. Revenues increased 26%
compared to the prior year quarter, driven by growth in throughput
volumes. Water Handling and Treatment segment revenues include
$54 million from wastewater handling
and high rate water transfer services provided to Antero Resources,
which are billed at cost plus 3%.
Direct operating expenses for the Gathering and Processing, and
Water Handling and Treatment segments were $11 million and $59
million, respectively, for a total of $70 million compared to $37 million in direct operating expenses in the
prior year quarter. Water Handling and Treatment direct operating
expenses include $53 million from
wastewater handling and high rate water transfer services.
General and administrative expenses including equity-based
compensation were $15 million, a
$1 million increase compared to the
fourth quarter of 2016. General and administrative expenses
excluding equity-based compensation were $8
million during the fourth quarter of 2017, in line with the
fourth quarter of 2016. Total operating expenses were
$143 million, including $31 million of depreciation, $23 million of impairment of property and
equipment and $4 million of accretion
of contingent acquisition consideration.
Net income for the fourth quarter of 2017 was $64 million, a 13% decrease compared to the prior
year quarter. The decrease in net income was driven by a
$23 million non-cash impairment
expense of the condensate pipelines in the Utica that are not
expected to be utilized in Antero Midstream's high-graded
infrastructure plan. Net income per limited partner unit was
$0.22 per unit, a 41% decrease
compared to the prior year quarter. Adjusted net income was
$88 million, a 19% increase compared
to the prior year quarter. Adjusted EBITDA was $142 million, a 13% increase compared to the
prior year quarter. The increase in Adjusted EBITDA was primarily
driven by increased natural gas throughput volumes and contribution
from the Joint Venture. Adjusted EBITDA for the quarter included
$10 million in distributions from
Stonewall Gathering LLC and the processing and fractionation Joint
Venture. Cash interest paid was $4
million. Cash reserved for bond interest during the quarter
increased $9 million and cash
reserved for payment of income tax withholding upon vesting of
Antero Midstream equity-based compensation awards was $1 million. Maintenance capital expenditures
during the quarter totaled $12
million and Distributable Cash Flow was $117 million, resulting in a DCF coverage ratio
of 1.3x.
The following table reconciles net income to adjusted net
income, Adjusted EBITDA and Distributable Cash Flow as used in this
release (in thousands):
|
Three months
ended
|
|
Years
ended
|
December
31,
|
|
December
31,
|
2016
|
|
2017
|
|
2016
|
|
2017
|
Net
income
|
$
|
73,351
|
|
$
|
64,155
|
|
$
|
236,703
|
|
$
|
307,315
|
Impairment of property
and equipment
|
|
—
|
|
|
23,431
|
|
|
—
|
|
|
23,431
|
Adjusted net
income
|
$
|
73,351
|
|
$
|
87,586
|
|
$
|
236,703
|
|
$
|
330,746
|
Interest
expense
|
|
9,008
|
|
|
10,395
|
|
|
21,893
|
|
|
37,557
|
Depreciation
expense
|
|
25,761
|
|
|
30,958
|
|
|
99,861
|
|
|
119,562
|
Accretion of contingent
acquisition consideration
|
|
6,105
|
|
|
3,804
|
|
|
16,489
|
|
|
13,476
|
Equity-based
compensation
|
|
6,683
|
|
|
6,847
|
|
|
26,049
|
|
|
27,283
|
Equity in earnings of
unconsolidated affiliates
|
|
1,542
|
|
|
(7,307)
|
|
|
(485)
|
|
|
(20,194)
|
Distributions from
unconsolidated affiliates
|
|
7,702
|
|
|
10,075
|
|
|
7,702
|
|
|
20,195
|
Gain on asset
sale
|
|
(3,859)
|
|
|
—
|
|
|
(3,859)
|
|
|
—
|
Adjusted
EBITDA
|
$
|
126,293
|
|
$
|
142,358
|
|
$
|
404,353
|
|
$
|
528,625
|
Interest
paid
|
|
(1,743)
|
|
|
(4,136)
|
|
|
(13,494)
|
|
|
(46,666)
|
Decrease (increase) in
cash reserved for bond interest (1)
|
|
(10,481)
|
|
|
(8,734)
|
|
|
(10,481)
|
|
|
291
|
Income tax withholding
upon vesting of Antero Midstream Partners LP equity-based
compensation awards(2)
|
|
(2,636)
|
|
|
(514)
|
|
|
(5,636)
|
|
|
(5,945)
|
Cash distribution to be
received from unconsolidated affiliate
|
|
(2,998)
|
|
|
—
|
|
|
—
|
|
|
—
|
Maintenance capital
expenditures(3)
|
|
(5,466)
|
|
|
(12,063)
|
|
|
(21,622)
|
|
|
(55,159)
|
Distributable Cash
Flow
|
$
|
102,969
|
|
$
|
116,911
|
|
$
|
353,120
|
|
$
|
421,146
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
Declared to Antero Midstream Holders
|
|
|
|
|
|
|
|
|
|
|
|
Limited
Partners
|
|
50,090
|
|
|
68,231
|
|
|
182,559
|
|
|
247,132
|
Incentive
distribution rights
|
|
7,543
|
|
|
23,772
|
|
|
16,945
|
|
|
69,720
|
Total Aggregate
Distributions
|
$
|
57,633
|
|
$
|
92,003
|
|
$
|
199,504
|
|
$
|
316,852
|
|
|
|
|
|
|
|
|
|
|
|
|
DCF coverage
ratio
|
|
1.79x
|
|
|
1.27x
|
|
|
1.78x
|
|
|
1.33x
|
|
|
1)
|
Cash reserved for
bond interest expense on Antero Midstream's 5.375% senior notes
outstanding during the period that is paid on a semi-annual basis
on March 15th and September 15th of each
year.
|
2)
|
Estimate of current
period portion of expected cash payment for income tax withholding
attributable to vesting of Midstream LTIP equity-based compensation
awards to be paid in the fourth quarter.
|
3)
|
Maintenance capital
expenditures represent the portion of our estimated capital
expenditures associated with (i) the connection of new wells to our
gathering and processing systems that we believe will be necessary
to offset the natural production declines Antero Resources will
experience on all of its wells over time, and (ii) water delivery
to new wells necessary to maintain the average throughput volume on
our systems.
|
Gathering and Processing — Antero
Midstream expanded one of its Marcellus compression stations,
adding an additional 25 MMcf/d of capacity during the fourth
quarter of 2017. Antero Midstream's total compression capacity at
year-end 2017 was 1.7 Bcf/d in the Marcellus and Utica combined,
with utilization averaging 81% during the fourth quarter.
Additionally, Antero Midstream connected 35 wells to its
gathering system during the quarter. Antero Resources is
currently operating six drilling rigs on Antero Midstream dedicated
acreage.
Water Handling and Treatment — Antero
Midstream's Marcellus and Utica fresh water delivery systems
serviced 32 well completions during the fourth quarter of 2017, a
9% decrease from the prior year quarter. Antero
Resources is currently operating five completion crews on Antero
Midstream dedicated acreage. Antero Midstream continued the
commissioning process for the Antero Clearwater Facility during the
fourth quarter of 2017.
Balance Sheet and Liquidity
As of December 31, 2017, Antero
Midstream had $8 million in cash and
$555 million drawn on its
$1.5 billion bank credit facility,
resulting in approximately $1.0
billion of liquidity. Antero Midstream's total debt
and net debt to trailing twelve months Adjusted EBITDA was 2.3x as
of December 31, 2017. For a
reconciliation of consolidated net debt to consolidated total debt,
the most comparable GAAP measure, please read "Non-GAAP Financial
Measures."
Commenting on the balance sheet and credit strength,
Michael Kennedy, CFO of Antero
Midstream said, "Since its inception, Antero Midstream's strategy
has always been to maintain a conservative leverage profile and
strong distribution coverage. This is supported by the
financial strength of our sponsor, long-term fee-based contracts
and our just-in-time capital investment strategy. Recently,
both Antero Resources and Antero Midstream were recently given a
BBB- investment grade rating from Fitch and received an upgrade to
BB+ from S&P Global. This further speaks to the
Partnership's conservative financial profile and the confidence
around the new five year infrastructure
plan."
Capital Investments
Capital expenditures, excluding investments in the processing
and fractionation joint venture, were $143
million in the fourth quarter of 2017 as compared to
$126 million in the fourth quarter of
2016. Capital invested in gathering systems and related
facilities was $91 million and
capital invested in water handling and treatment assets was
$52 million, including $26 million invested in the Antero Clearwater
Facility. Investments in unconsolidated affiliates for the
Joint Venture were $18 million during
the quarter.
AMGP Fourth Quarter 2017 Financial Results
AMGP's equity in earnings from Antero Midstream Partners, which
reflects the cash distributions from Antero Midstream, was
$24 million for the fourth quarter of
2017. Net income for the fourth quarter of 2017 was
$6 million. AMGP's cash
distributions from Antero Midstream were $23
million for fourth quarter of 2017, net of $1 million of cash reserved for distributions on
Series B units. General and administrative expenses were
$0.3 million, provision for income
taxes was $9 million, and tax benefit
of cash reserved for distributions to Series B units was
$0.4 million, resulting in cash
available for distribution of $14
million.
The following table reconciles cash distributions from Antero
Midstream and AMGP cash distribution per common share as presented
in this release (in thousands):
|
|
Three Months
Ended
December 31, 2017
|
Cash distributions
from Antero Midstream Partners LP
|
|
$
|
23,772
|
Cash reserved for
distributions to Series B units of IDR LLC
|
|
|
(963)
|
Cash distributions to
Antero Midstream GP LP
|
|
$
|
22,809
|
General and
administrative expenses
|
|
|
(279)
|
Provision for income
taxes
|
|
|
(8,924)
|
Tax benefit of cash
reserved for distributions to Series B units of IDR LLC
|
|
|
369
|
Cash available for
distribution
|
|
$
|
13,975
|
|
|
|
|
DCF coverage
ratio
|
|
|
1.0x
|
|
|
|
|
Common shares
outstanding
|
|
|
186,182
|
|
|
|
|
Cash distribution
per common share
|
|
$
|
0.075
|
Conference Call
A joint conference call for Antero Midstream and AMGP is
scheduled on Wednesday, February 14,
2018 at 10:00 am MT to discuss
the quarterly and full year results. A brief Q&A session
for security analysts will immediately follow the discussion of the
results for the quarter. To participate in the call, dial in
at 1-888-347-8204 (U.S.), 1-855-669-9657 (Canada), or 1-412-902-4229 (International) and
reference "Antero Midstream". A telephone replay of the call
will be available until Wednesday, February
21, 2018 at 10:00 am MT at
1-844-512-2921 (U.S.) or 1-412-317-6671 (International) using the
passcode 10114473.
Presentation
To access the live webcast and view the related earnings
conference call presentation, visit Antero Midstream's website at
www.anteromidstream.com or AMGP's website at
www.anteromidstreamgp.com. The webcast will be archived for
replay on Antero Midstream's website and AMGP's website until
Wednesday, February 21, 2018 at
10:00 am MT. Information on
Antero Midstream's website and AMGP's website does not constitute a
portion of this press release.
Investor Access to 2017 10-K
Pursuant to Section 203.01 of the New York Stock Exchange Listed
Company Manual, Antero Midstream and AMGP today announced that
their respective Annual Reports on Form 10-K (the "10-Ks") for the
fiscal year ended December 31, 2017,
were filed with the Securities and Exchange Commission on
February 13, 2018. A copy of Antero
Midstream's 10-K, which includes the Partnership's complete audited
financial statements, may be found on Antero Midstream's website,
www.anteromidstream.com, by selecting the "Investor Relations" tab,
then "SEC Filings." A copy of AMGP's 10-K, which includes AMGP's
complete audited financial statements, may be found on AMGP's
website, www.anteromidstreamgp.com, by selecting the "Investor
Relations" tab, then "SEC Filings." Antero Midstream unitholders
may receive hard copies of these documents free of charge by
sending a written request to Antero Midstream Partners LP, 1615
Wynkoop Street, Denver, Colorado,
80202 AMGP's shareholders may receive hard copies of these
documents free of charge by sending a written request to Antero
Midstream GP LP, 1615 Wynkoop Street, Denver, Colorado, 80202.
Non-GAAP Financial Measures and Definitions
Antero Midstream views Adjusted EBITDA as an important indicator
of the Partnership's performance. Antero Midstream defines
Adjusted EBITDA as Net Income before interest expense, depreciation
expense, impairment expense, accretion of contingent acquisition
consideration, equity-based compensation expense, excluding equity
in earnings of unconsolidated affiliates and including cash
distributions from unconsolidated affiliates.
Antero Midstream uses Adjusted EBITDA to assess:
- the financial performance of the Partnership's assets, without
regard to financing methods in the case of Adjusted EBITDA, capital
structure or historical cost basis;
- its operating performance and return on capital as compared to
other publicly traded partnerships in the midstream energy sector,
without regard to financing or capital structure; and
- the viability of acquisitions and other capital expenditure
projects.
The Partnership defines Distributable Cash Flow as Adjusted
EBITDA less interest paid, income tax withholding payments and cash
reserved for payments of income tax withholding upon vesting of
equity-based compensation awards, cash reserved for bond interest
and ongoing maintenance capital expenditures paid. Antero
Midstream uses Distributable Cash Flow as a performance metric to
compare the cash generating performance of the Partnership from
period to period and to compare the cash generating performance for
specific periods to the cash distributions (if any) that are
expected to be paid to unitholders. Distributable Cash Flow
does not reflect changes in working capital balances.
Adjusted EBITDA and Distributable Cash Flow are non-GAAP
financial measures. The GAAP measure most directly comparable
to Adjusted EBITDA and Distributable Cash Flow is Net Income.
The non-GAAP financial measures of Adjusted EBITDA and
Distributable Cash Flow should not be considered as alternatives to
the GAAP measure of Net Income. Adjusted EBITDA and
Distributable Cash Flow are not presentations made in accordance
with GAAP and have important limitations as an analytical tool
because they include some, but not all, items that affect Net
Income and Adjusted EBITDA. You should not consider Adjusted
EBITDA and Distributable Cash Flow in isolation or as a substitute
for analyses of results as reported under GAAP. Antero
Midstream's definition of Adjusted EBITDA and Distributable Cash
Flow may not be comparable to similarly titled measures of other
partnerships.
The Partnership defines adjusted net income as net income plus
impairment expense. The Partnership believes that adjusted net
income is useful to investors in evaluating operational trends of
the Partnership and its performance relative to other partnerships.
Adjusted net income is not a measure of financial performance under
GAAP and should not be considered in isolation or as a substitute
for net income as an indicator of financial performance.
The Partnership defines consolidated net debt as consolidated
total debt less cash and cash equivalents. Antero Midstream views
consolidated net debt as an important indicator in evaluating the
Partnership's financial leverage.
The following table reconciles consolidated total debt to
consolidated net debt as used in this release (in thousands):
|
|
December
31,
|
|
|
2017
|
|
|
|
|
Bank credit
facility
|
|
$
|
555,000
|
5.375% AM senior
notes due 2024
|
|
|
650,000
|
Net unamortized debt
issuance costs
|
|
|
(9,000)
|
Consolidated total
debt
|
|
$
|
1,196,000
|
Cash and cash
equivalents
|
|
|
(8,363)
|
Consolidated net
debt
|
|
$
|
1,187,637
|
Antero Midstream is a limited partnership that owns, operates
and develops midstream gathering, compression, processing and
fractionation assets as well as integrated water assets that
primarily service Antero Resources Corporation's properties located
in West Virginia and Ohio. Holders of Antero Midstream common units
will receive a Schedule K-1 with respect to distributions received
on the common units.
AMGP is a Delaware limited
partnership that has elected to be classified as an entity taxable
as a corporation for U.S. federal income tax purposes.
Holders of AMGP common shares will receive a Form 1099 with respect
to distributions received on the common shares. AMGP owns the
general partner of Antero Midstream and indirectly owns the
incentive distribution rights in Antero Midstream.
This release includes "forward-looking statements" within the
meaning of federal securities laws. Such forward-looking
statements are subject to a number of risks and uncertainties, many
of which are beyond the Partnership's and AMGP's
control. All statements, other than historical facts included
in this release, are forward-looking statements. All
forward-looking statements speak only as of the date of this
release and are based upon a number of assumptions. Although
the Partnership and AMGP each believe that the plans, intentions
and expectations reflected in or suggested by the forward-looking
statements are reasonable, there is no assurance that the
assumptions underlying these forward-looking statements will be
accurate or the plans, intentions or expectations expressed herein
will be achieved. For example, future acquisitions,
dispositions or other strategic transactions may materially impact
the forecasted or targeted results described in this release.
Therefore, actual outcomes and results could materially differ from
what is expressed, implied or forecast in such statements.
Nothing in this release is intended to constitute guidance with
respect to Antero Resources.
Antero Midstream and AMGP caution you that these
forward-looking statements are subject to all of the risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the Partnership's and AMGP's control, incident to
the gathering and processing and fresh water and waste water
treatment businesses. These risks include, but are not
limited to, Antero Resources' expected future growth, Antero
Resources' ability to meet its drilling and development plan,
commodity price volatility, ability to execute the Partnership's
business strategy, competition and government regulations, actions
taken by third-party producers, operators, processors and
transporters, inflation, environmental risks, drilling and
completion and other operating risks, regulatory changes, the
uncertainty inherent in projecting future rates of production, cash
flow and access to capital, the timing of development expenditures,
and the other risks described under "Risk Factors" in Antero
Midstream's Annual Report on Form 10-K for the year ended
December 31, 2017.
For more information, contact Michael
Kennedy – CFO of Antero Midstream and AMGP at (303) 357-6782
or mkennedy@anteroresources.com.
ANTERO MIDSTREAM
PARTNERS LP
|
|
Consolidated Balance Sheets
|
|
December 31, 2016 and 2017
|
|
(In thousands)
|
|
|
|
|
|
December
31,
|
|
|
|
2016
|
|
2017
|
|
Assets
|
Current
assets:
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
14,042
|
|
|
8,363
|
|
Accounts
receivable–Antero Resources
|
|
|
64,139
|
|
|
110,182
|
|
Accounts
receivable–third party
|
|
|
1,240
|
|
|
1,170
|
|
Prepaid
expenses
|
|
|
529
|
|
|
670
|
|
Total current
assets
|
|
|
79,950
|
|
|
120,385
|
|
Property and
equipment, net
|
|
|
2,195,879
|
|
|
2,605,602
|
|
Investments in
unconsolidated affiliates
|
|
|
68,299
|
|
|
303,302
|
|
Other assets,
net
|
|
|
5,767
|
|
|
12,920
|
|
Total
assets
|
|
$
|
2,349,895
|
|
|
3,042,209
|
|
Liabilities and
Partners' Capital
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
16,979
|
|
|
8,642
|
|
Accounts payable–Antero
Resources
|
|
|
3,193
|
|
|
6,459
|
|
Accrued
liabilities
|
|
|
61,641
|
|
|
106,006
|
|
Other current
liabilities
|
|
|
200
|
|
|
209
|
|
Total current
liabilities
|
|
|
82,013
|
|
|
121,316
|
|
Long-term
liabilities:
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
849,914
|
|
|
1,196,000
|
|
Contingent acquisition
consideration
|
|
|
194,538
|
|
|
208,014
|
|
Other
|
|
|
620
|
|
|
410
|
|
Total
liabilities
|
|
|
1,127,085
|
|
|
1,525,740
|
|
|
|
|
|
|
|
|
|
Partners'
capital:
|
|
|
|
|
|
|
|
Common unitholders -
public (70,020 units and 88,059 units issued and outstanding at
December 31, 2016 and 2017, respectively)
|
|
|
1,458,410
|
|
|
1,708,379
|
|
Common unitholder -
Antero Resources (32,929 units and 98,870 units issued and
outstanding at December 31, 2016 and 2017, respectively)
|
|
|
26,820
|
|
|
(215,682)
|
|
Subordinated unitholder
- Antero Resources (75,941 issued and outstanding at December 31,
2016)
|
|
|
(269,963)
|
|
|
—
|
|
General
partner
|
|
|
7,543
|
|
|
23,772
|
|
Total partners'
capital
|
|
|
1,222,810
|
|
|
1,516,469
|
|
Total
liabilities and partners' capital
|
|
$
|
2,349,895
|
|
|
3,042,209
|
|
ANTERO MIDSTREAM
PARTNERS LP
|
Consolidated
Statements of Operations and Comprehensive Income
|
Three Months Ended
December 31, 2016 and 2017
|
(In thousands, except
per unit amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
December
31,
|
|
|
|
|
2016
|
|
|
2017
|
Revenue:
|
|
|
|
|
|
|
|
Gathering and
compression–Antero Resources
|
|
$
|
|
84,312
|
|
|
105,527
|
Water handling and
treatment–Antero Resources
|
|
|
|
78,517
|
|
|
104,805
|
Gathering and
compression–third party
|
|
|
|
166
|
|
|
—
|
Gain on sale of
assets
|
|
|
|
3,859
|
|
|
—
|
Total
revenue
|
|
|
|
166,854
|
|
|
210,332
|
Operating
expenses:
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
|
36,636
|
|
|
69,646
|
General and
administrative (including $6,683 and $6,847 of equity-based
compensation in 2016 and 2017, respectively)
|
|
|
|
14,451
|
|
|
15,250
|
Impairment of property
and equipment
|
|
|
|
—
|
|
|
23,431
|
Depreciation
|
|
|
|
25,761
|
|
|
30,958
|
Accretion of contingent
acquisition consideration
|
|
|
|
6,105
|
|
|
3,804
|
Total operating
expenses
|
|
|
|
82,953
|
|
|
143,089
|
Operating
income
|
|
|
|
83,901
|
|
|
67,243
|
Interest expense,
net
|
|
|
|
(9,008)
|
|
|
(10,395)
|
Equity in earnings of
unconsolidated affiliates
|
|
|
|
(1,542)
|
|
|
7,307
|
Net income and
comprehensive income
|
|
|
|
73,351
|
|
|
64,155
|
Net income attributable
to incentive distribution rights
|
|
|
|
(7,557)
|
|
|
(23,772)
|
Limited
partners' interest in net income
|
|
$
|
|
65,794
|
|
|
40,383
|
|
|
|
|
|
|
|
|
Net income per
limited partner unit - basic and diluted
|
|
$
|
|
0.37
|
|
|
0.22
|
|
|
|
|
|
|
|
|
Weighted
average limited partner units outstanding - basic
|
|
|
|
177,851
|
|
|
186,788
|
Weighted
average limited partner units outstanding - diluted
|
|
|
|
178,195
|
|
|
187,122
|
|
|
|
|
|
|
|
ANTERO MIDSTREAM
PARTNERS LP
|
Consolidated
Statements of Operations and Comprehensive Income
|
Year Ended December
31, 2016 and 2017
|
(In thousands, except
per unit amounts)
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
2016
|
|
|
2017
|
Revenue:
|
|
|
|
|
|
|
|
Gathering and
compression–Antero Resources
|
|
$
|
|
303,250
|
|
|
396,202
|
Water handling and
treatment–Antero Resources
|
|
|
|
282,267
|
|
|
376,031
|
Gathering and
compression–third party
|
|
|
|
835
|
|
|
264
|
Gain on sale of
assets
|
|
|
|
3,859
|
|
|
—
|
Total
revenue
|
|
|
|
590,211
|
|
|
772,497
|
Operating
expenses:
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
|
161,587
|
|
|
232,538
|
General and
administrative (including $26,049 and $27,283 of equity-based
compensation in 2016 and 2017, respectively)
|
|
|
|
54,163
|
|
|
58,812
|
Impairment of property
and equipment
|
|
|
|
—
|
|
|
23,431
|
Depreciation
|
|
|
|
99,861
|
|
|
119,562
|
Accretion of contingent
acquisition consideration
|
|
|
|
16,489
|
|
|
13,476
|
Total operating
expenses
|
|
|
|
332,100
|
|
|
447,819
|
Operating
income
|
|
|
|
258,111
|
|
|
324,678
|
Interest expense,
net
|
|
|
|
(21,893)
|
|
|
(37,557)
|
Equity in earnings of
unconsolidated affiliates
|
|
|
|
485
|
|
|
20,194
|
Net income and
comprehensive income
|
|
|
|
236,703
|
|
|
307,315
|
Net income attributable
to incentive distribution rights
|
|
|
|
(16,944)
|
|
|
(69,720)
|
Limited
partners' interest in net income
|
|
$
|
|
219,759
|
|
|
237,595
|
|
|
|
|
|
|
|
|
Net income per
limited partner unit - basic and diluted
|
|
$
|
|
1.24
|
|
|
1.28
|
|
|
|
|
|
|
|
|
Weighted
average limited partner units outstanding - basic
|
|
|
|
176,647
|
|
|
185,630
|
Weighted
average limited partner units outstanding - diluted
|
|
|
|
176,801
|
|
|
186,083
|
|
|
|
|
|
|
|
ANTERO MIDSTREAM
PARTNERS LP
|
Consolidated Results
of Segment Operations
|
Three Months Ended
December 31, 2016 and 2017
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Water
|
|
|
|
|
|
Gathering and
|
|
Handling
and
|
|
Consolidated
|
|
|
Processing
|
|
Treatment
|
|
Total
|
Three months ended
December 31, 2016
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Revenue - Antero
Resources
|
|
$
|
84,312
|
|
|
78,517
|
|
|
162,829
|
Revenue -
third-party
|
|
|
166
|
|
|
—
|
|
|
166
|
Gain on sale of
assets
|
|
|
3,859
|
|
|
—
|
|
|
3,859
|
Total
revenues
|
|
|
88,337
|
|
|
78,517
|
|
|
166,854
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
7,531
|
|
|
29,105
|
|
|
36,636
|
General and
administrative (before equity-based compensation)
|
|
|
5,265
|
|
|
2,503
|
|
|
7,768
|
Equity-based
compensation
|
|
|
4,812
|
|
|
1,871
|
|
|
6,683
|
Depreciation
|
|
|
17,837
|
|
|
7,924
|
|
|
25,761
|
Accretion of
contingent acquisition consideration
|
|
|
—
|
|
|
6,105
|
|
|
6,105
|
Total
expenses
|
|
|
35,445
|
|
|
47,508
|
|
|
82,953
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
$
|
52,892
|
|
|
31,009
|
|
|
83,901
|
|
|
|
|
|
|
|
|
|
|
Segment and
consolidated Adjusted EBITDA
|
|
$
|
79,384
|
|
|
46,909
|
|
|
126,293
|
|
|
|
|
|
|
|
|
|
|
Three months ended
December 31, 2017
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Revenue - Antero
Resources
|
|
$
|
105,527
|
|
|
104,805
|
|
|
210,332
|
Total
revenues
|
|
|
105,527
|
|
|
104,805
|
|
|
210,332
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
10,655
|
|
|
58,991
|
|
|
69,646
|
General and
administrative (before equity-based compensation)
|
|
|
5,365
|
|
|
3,038
|
|
|
8,403
|
Equity-based
compensation
|
|
|
4,793
|
|
|
2,054
|
|
|
6,847
|
Impairment of property
and equipment
|
|
|
23,431
|
|
|
—
|
|
|
23,431
|
Depreciation
|
|
|
22,599
|
|
|
8,359
|
|
|
30,958
|
Accretion of
contingent acquisition consideration
|
|
|
—
|
|
|
3,804
|
|
|
3,804
|
Total
expenses
|
|
|
66,843
|
|
|
76,246
|
|
|
143,089
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
$
|
38,684
|
|
|
28,559
|
|
|
67,243
|
|
|
|
|
|
|
|
|
|
|
Segment and
consolidated Adjusted EBITDA
|
|
$
|
99,582
|
|
|
42,776
|
|
|
142,358
|
ANTERO MIDSTREAM
PARTNERS LP
|
Consolidated Results
of Segment Operations
|
Year Ended December
31, 2016 and 2017
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water
|
|
|
|
|
|
Gathering and
|
|
Handling
and
|
|
Consolidated
|
|
|
Processing
|
|
Treatment
|
|
Total
|
Year ended
December 31, 2016
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Revenue - Antero
Resources
|
|
$
|
303,250
|
|
|
282,267
|
|
|
585,517
|
Revenue -
third-party
|
|
|
835
|
|
|
—
|
|
|
835
|
Gain on sale of
assets
|
|
|
3,859
|
|
|
—
|
|
|
3,859
|
Total
revenues
|
|
|
307,944
|
|
|
282,267
|
|
|
590,211
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
27,289
|
|
|
134,298
|
|
|
161,587
|
General and
administrative (before equity-based compensation)
|
|
|
20,118
|
|
|
7,996
|
|
|
28,114
|
Equity-based
compensation
|
|
|
19,714
|
|
|
6,335
|
|
|
26,049
|
Depreciation
|
|
|
69,962
|
|
|
29,899
|
|
|
99,861
|
Accretion of
contingent acquisition consideration
|
|
|
—
|
|
|
16,489
|
|
|
16,489
|
Total
expenses
|
|
|
137,083
|
|
|
195,017
|
|
|
332,100
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
$
|
170,861
|
|
|
87,250
|
|
|
258,111
|
|
|
|
|
|
|
|
|
|
|
Segment and
consolidated Adjusted EBITDA
|
|
$
|
264,380
|
|
|
139,973
|
|
|
404,353
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, 2017
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Revenue - Antero
Resources
|
|
$
|
396,202
|
|
|
376,031
|
|
|
772,233
|
Revenue -
third-party
|
|
|
264
|
|
|
—
|
|
|
264
|
Total
revenues
|
|
|
396,466
|
|
|
376,031
|
|
|
772,497
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
39,251
|
|
|
193,287
|
|
|
232,538
|
General and
administrative (before equity-based compensation)
|
|
|
20,607
|
|
|
10,922
|
|
|
31,529
|
Equity-based
compensation
|
|
|
19,730
|
|
|
7,553
|
|
|
27,283
|
Impairment of property
and equipment
|
|
|
23,431
|
|
|
—
|
|
|
23,431
|
Depreciation
|
|
|
86,372
|
|
|
33,190
|
|
|
119,562
|
Accretion of
contingent acquisition consideration
|
|
|
—
|
|
|
13,476
|
|
|
13,476
|
Total
expenses
|
|
|
189,391
|
|
|
258,428
|
|
|
447,819
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
$
|
207,075
|
|
|
117,603
|
|
|
324,678
|
|
|
|
|
|
|
|
|
|
|
Segment and
consolidated Adjusted EBITDA
|
|
$
|
356,803
|
|
|
171,822
|
|
|
528,625
|
ANTERO MIDSTREAM
PARTNERS LP
|
Selected Operating
Data
|
Three Months Ended
December 31, 2016 and 2017
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
of
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Increase
|
|
Percentage
|
|
|
2016
|
|
2017
|
|
(Decrease)
|
|
Change
|
|
|
($ in thousands, except average realized fees)
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue - Antero
Resources
|
|
$
|
162,829
|
|
|
210,332
|
|
|
47,503
|
|
29
|
%
|
Revenue -
third-party
|
|
|
166
|
|
|
—
|
|
|
(166)
|
|
*
|
|
Gain on sale of
assets
|
|
|
3,859
|
|
|
—
|
|
|
(3,859)
|
|
*
|
|
Total
revenue
|
|
|
166,854
|
|
|
210,332
|
|
|
43,478
|
|
26
|
%
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
36,636
|
|
|
69,646
|
|
|
33,010
|
|
90
|
%
|
General and
administrative (before equity-based compensation)
|
|
|
7,768
|
|
|
8,403
|
|
|
635
|
|
8
|
%
|
Equity-based
compensation
|
|
|
6,683
|
|
|
6,847
|
|
|
164
|
|
2
|
%
|
Impairment of property
and equipment
|
|
|
—
|
|
|
23,431
|
|
|
23,431
|
|
*
|
|
Depreciation
|
|
|
25,761
|
|
|
30,958
|
|
|
5,197
|
|
20
|
%
|
Accretion of contingent
acquisition consideration
|
|
|
6,105
|
|
|
3,804
|
|
|
(2,301)
|
|
(38)
|
%
|
Total operating
expenses
|
|
|
82,953
|
|
|
143,089
|
|
|
60,136
|
|
72
|
%
|
Operating
income
|
|
|
83,901
|
|
|
67,243
|
|
|
(16,658)
|
|
(20)
|
%
|
Interest
expense
|
|
|
(9,008)
|
|
|
(10,395)
|
|
|
(1,387)
|
|
15
|
%
|
Equity in earnings of
unconsolidated affiliates
|
|
|
(1,542)
|
|
|
7,307
|
|
|
8,849
|
|
574
|
%
|
Net
income
|
|
$
|
73,351
|
|
|
64,155
|
|
|
(9,196)
|
|
(13)
|
%
|
Adjusted
EBITDA
|
|
$
|
126,293
|
|
|
142,358
|
|
|
16,065
|
|
13
|
%
|
Operating
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gathering—low pressure
(MMcf)
|
|
|
140,052
|
|
|
157,373
|
|
|
17,321
|
|
12
|
%
|
Gathering—high pressure
(MMcf)
|
|
|
132,206
|
|
|
169,464
|
|
|
37,258
|
|
28
|
%
|
Compression
(MMcf)
|
|
|
84,654
|
|
|
124,654
|
|
|
40,000
|
|
47
|
%
|
Fresh water delivery
(MBbl)
|
|
|
13,771
|
|
|
13,745
|
|
|
(26)
|
|
*
|
|
Wastewater handling
(MBbl)
|
|
|
2,981
|
|
|
4,227
|
|
|
1,246
|
|
42
|
%
|
Wells serviced by fresh
water delivery
|
|
|
35
|
|
|
32
|
|
|
(3)
|
|
(9)
|
%
|
Gathering—low pressure
(MMcf/d)
|
|
|
1,522
|
|
|
1,711
|
|
|
189
|
|
12
|
%
|
Gathering—high pressure
(MMcf/d)
|
|
|
1,437
|
|
|
1,842
|
|
|
405
|
|
28
|
%
|
Compression
(MMcf/d)
|
|
|
920
|
|
|
1,355
|
|
|
435
|
|
47
|
%
|
Fresh water delivery
(MBbl/d)
|
|
|
150
|
|
|
149
|
|
|
(1)
|
|
(1)
|
%
|
Wastewater handling
(MBbl/d)
|
|
|
32
|
|
|
46
|
|
|
14
|
|
44
|
%
|
Average realized
fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Average gathering—low
pressure fee ($/Mcf)
|
|
$
|
0.31
|
|
|
0.32
|
|
|
0.01
|
|
3
|
%
|
Average gathering—high
pressure fee ($/Mcf)
|
|
$
|
0.19
|
|
|
0.19
|
|
|
—
|
|
*
|
|
Average compression fee
($/Mcf)
|
|
$
|
0.19
|
|
|
0.19
|
|
|
—
|
|
*
|
|
Average fresh water
delivery fee ($/Bbl)
|
|
$
|
3.68
|
|
|
3.71
|
|
|
0.03
|
|
1
|
%
|
Joint Venture
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Processing - Joint
Venture (MMcf)
|
|
|
—
|
|
|
39,124
|
|
|
39,124
|
|
*
|
|
Fractionation - Joint
Venture (MBbl)
|
|
|
—
|
|
|
837
|
|
|
837
|
|
*
|
|
Processing - Joint
Venture (MMcf/d)
|
|
|
—
|
|
|
425
|
|
|
425
|
|
*
|
|
Fractionation - Joint
Venture (MBbl/d)
|
|
|
—
|
|
|
9
|
|
|
9
|
|
*
|
|
________________________
|
|
|
*
|
Not meaningful or
applicable.
|
ANTERO MIDSTREAM
PARTNERS LP
|
Selected Operating
Data
|
Year Ended December
31, 2016 and 2017
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
of
|
|
|
|
|
|
Year Ended
December 31,
|
|
Increase
|
|
Percentage
|
|
|
2016
|
|
2017
|
|
(Decrease)
|
|
Change
|
|
|
($ in thousands, except average realized fees)
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue - Antero
Resources
|
|
$
|
585,517
|
|
|
772,233
|
|
|
186,716
|
|
32
|
%
|
Revenue -
third-party
|
|
|
835
|
|
|
264
|
|
|
(571)
|
|
(68)
|
%
|
Gain on sale of
assets
|
|
|
3,859
|
|
|
—
|
|
|
(3,859)
|
|
*
|
|
Total
revenue
|
|
|
590,211
|
|
|
772,497
|
|
|
182,286
|
|
31
|
%
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
operating
|
|
|
161,587
|
|
|
232,538
|
|
|
70,951
|
|
44
|
%
|
General and
administrative (before equity-based compensation)
|
|
|
28,114
|
|
|
31,529
|
|
|
3,415
|
|
12
|
%
|
Equity-based
compensation
|
|
|
26,049
|
|
|
27,283
|
|
|
1,234
|
|
5
|
%
|
Impairment of property
and equipment
|
|
|
—
|
|
|
23,431
|
|
|
23,431
|
|
*
|
|
Depreciation
|
|
|
99,861
|
|
|
119,562
|
|
|
19,701
|
|
20
|
%
|
Accretion of contingent
acquisition consideration
|
|
|
16,489
|
|
|
13,476
|
|
|
(3,013)
|
|
(18)
|
%
|
Total operating
expenses
|
|
|
332,100
|
|
|
447,819
|
|
|
115,719
|
|
35
|
%
|
Operating
income
|
|
|
258,111
|
|
|
324,678
|
|
|
66,567
|
|
26
|
%
|
Interest
expense
|
|
|
(21,893)
|
|
|
(37,557)
|
|
|
(15,664)
|
|
72
|
%
|
Equity in earnings of
unconsolidated affiliates
|
|
|
485
|
|
|
20,194
|
|
|
19,709
|
|
4,064
|
%
|
Net
income
|
|
$
|
236,703
|
|
|
307,315
|
|
|
70,612
|
|
30
|
%
|
Adjusted
EBITDA
|
|
$
|
404,353
|
|
|
528,625
|
|
|
124,272
|
|
31
|
%
|
Operating
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gathering—low pressure
(MMcf)
|
|
|
513,390
|
|
|
605,719
|
|
|
92,329
|
|
18
|
%
|
Gathering—high pressure
(MMcf)
|
|
|
481,646
|
|
|
646,054
|
|
|
164,408
|
|
34
|
%
|
Compression
(MMcf)
|
|
|
271,060
|
|
|
436,695
|
|
|
165,635
|
|
61
|
%
|
Fresh water delivery
(MBbl)
|
|
|
45,112
|
|
|
55,892
|
|
|
10,780
|
|
24
|
%
|
Wastewater handling
(MBbl)
|
|
|
10,602
|
|
|
14,549
|
|
|
3,947
|
|
37
|
%
|
Wells serviced by fresh
water delivery
|
|
|
131
|
|
|
142
|
|
|
11
|
|
8
|
%
|
Gathering—low pressure
(MMcf/d)
|
|
|
1,403
|
|
|
1,660
|
|
|
257
|
|
18
|
%
|
Gathering—high pressure
(MMcf/d)
|
|
|
1,316
|
|
|
1,770
|
|
|
454
|
|
34
|
%
|
Compression
(MMcf/d)
|
|
|
741
|
|
|
1,196
|
|
|
455
|
|
61
|
%
|
Fresh water delivery
(MBbl/d)
|
|
|
123
|
|
|
153
|
|
|
30
|
|
24
|
%
|
Wastewater handling
(MBbl/d)
|
|
|
29
|
|
|
40
|
|
|
11
|
|
37
|
%
|
Average realized
fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Average gathering—low
pressure fee ($/Mcf)
|
|
$
|
0.31
|
|
|
0.32
|
|
|
0.01
|
|
3
|
%
|
Average gathering—high
pressure fee ($/Mcf)
|
|
$
|
0.19
|
|
|
0.19
|
|
|
—
|
|
*
|
|
Average compression fee
($/Mcf)
|
|
$
|
0.19
|
|
|
0.19
|
|
|
—
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average fresh water
delivery fee ($/Bbl)
|
|
$
|
3.68
|
|
|
3.71
|
|
|
0.03
|
|
1
|
%
|
Joint Venture
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Processing - Joint
Venture (MMcf)
|
|
|
—
|
|
|
97,276
|
|
|
97,276
|
|
*
|
|
Fractionation - Joint
Venture (MBbl)
|
|
|
—
|
|
|
1,861
|
|
|
1,861
|
|
*
|
|
Processing - Joint
Venture (MMcf/d)
|
|
|
—
|
|
|
267
|
|
|
267
|
|
*
|
|
Fractionation - Joint
Venture (MBbl/d)
|
|
|
—
|
|
|
5
|
|
|
5
|
|
*
|
|
_________________________
|
|
|
*
|
Not meaningful or
applicable.
|
ANTERO MIDSTREAM
PARTNERS LP
|
Consolidated
Statements of Cash Flows
|
Year Ended December
31, 2016 and 2017
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
2016
|
|
2017
|
|
Cash flows provided
by operating activities:
|
|
|
|
|
|
|
|
Net income
|
$
|
|
236,703
|
|
|
307,315
|
|
Adjustment to reconcile
net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
Depreciation
|
|
|
99,861
|
|
|
119,562
|
|
Accretion of
contingent acquisition consideration
|
|
|
16,489
|
|
|
13,476
|
|
Impairment of
property and equipment
|
|
|
—
|
|
|
23,431
|
|
Equity-based
compensation
|
|
|
26,049
|
|
|
27,283
|
|
Equity in
earnings of unconsolidated affiliates
|
|
|
(485)
|
|
|
(20,194)
|
|
Distributions
from unconsolidated affiliates
|
|
|
7,702
|
|
|
20,195
|
|
Amortization of
deferred financing costs
|
|
|
1,814
|
|
|
2,888
|
|
Gain on sale of
assets
|
|
|
(3,859)
|
|
|
—
|
|
Changes in
assets and liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable–Antero Resources
|
|
|
1,573
|
|
|
(41,043)
|
|
Accounts
receivable–third party
|
|
|
1,467
|
|
|
70
|
|
Prepaid
expenses
|
|
|
(529)
|
|
|
(141)
|
|
Accounts
payable
|
|
|
95
|
|
|
3,003
|
|
Accounts
payable–Antero Resources
|
|
|
1,055
|
|
|
3,266
|
|
Accrued
liabilities
|
|
|
(9,328)
|
|
|
16,685
|
|
Net cash
provided by operating activities
|
$
|
|
378,607
|
|
|
475,796
|
|
Cash flows used in
investing activities:
|
|
|
|
|
|
|
|
Additions to gathering
systems and facilities
|
|
|
(228,100)
|
|
|
(346,217)
|
|
Additions to water
handling and treatment systems
|
|
|
(188,220)
|
|
|
(195,162)
|
|
Investments in
unconsolidated affiliates
|
|
|
(75,516)
|
|
|
(235,004)
|
|
Proceeds from sale of
assets
|
|
|
10,000
|
|
|
—
|
|
Change in other
assets
|
|
|
3,673
|
|
|
(3,435)
|
|
Net cash used in
investing activities
|
$
|
|
(478,163)
|
|
|
(779,818)
|
|
Cash flows provided
by (used in) financing activities:
|
|
|
|
|
|
|
|
Deemed distribution to
Antero Resources, net
|
|
|
—
|
|
|
—
|
|
Distributions to
Antero Resources
|
|
|
—
|
|
|
—
|
|
Distributions to
unitholders
|
|
|
(182,446)
|
|
|
(283,950)
|
|
Issuance of senior
notes
|
|
|
650,000
|
|
|
—
|
|
Borrowings
(repayments) on bank credit facilities, net
|
|
|
(410,000)
|
|
|
345,000
|
|
Issuance of common
units, net of offering costs
|
|
|
65,395
|
|
|
248,956
|
|
Payments of deferred
financing costs
|
|
|
(10,435)
|
|
|
(5,520)
|
|
Employee tax
withholding for settlement of equity compensation awards
|
|
|
(5,636)
|
|
|
(5,945)
|
|
Other
|
|
|
(163)
|
|
|
(198)
|
|
Net cash provided by
(used in) financing activities
|
$
|
|
106,715
|
|
|
298,343
|
|
Net increase
(decrease) in cash and cash equivalents
|
|
|
7,159
|
|
|
(5,679)
|
|
Cash and cash
equivalents, beginning of period
|
|
|
6,883
|
|
|
14,042
|
|
Cash and cash
equivalents, end of period
|
$
|
|
14,042
|
|
|
8,363
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
Cash paid during the
period for interest
|
|
|
13,494
|
|
|
46,666
|
|
Supplemental
disclosure of noncash investing activities:
|
|
|
|
|
|
|
|
Increase (decrease) in
accrued capital expenditures and accounts payable for property and
equipment
|
|
|
(8,471)
|
|
|
16,338
|
|
Antero Midstream
GP LP
|
Consolidated Balance Sheets
|
December 31, 2016 and 2017
|
(In thousands, except number of shares and
units)
|
|
|
|
|
|
|
|
|
|
December
31,
|
|
|
2016
|
|
2017
|
Assets
|
Current
assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
9,609
|
|
|
5,987
|
Accounts receivable -
related party
|
|
|
217
|
|
|
—
|
Total current
assets
|
|
|
9,826
|
|
|
5,987
|
Investment in Antero
Midstream Partners LP
|
|
|
7,543
|
|
|
23,772
|
Total
assets
|
|
$
|
17,369
|
|
|
29,759
|
|
|
|
|
|
|
|
Liabilities and
Partners' Capital
|
Current
liabilities:
|
|
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
|
426
|
|
|
293
|
Income taxes
payable
|
|
|
6,674
|
|
|
13,858
|
Total current
liabilities
|
|
|
7,100
|
|
|
14,151
|
Partners'
capital:
|
|
|
|
|
|
|
Common shareholders -
public (186,181,975 shares issued and outstanding at December
31, 2017)
|
|
|
—
|
|
|
(19,866)
|
Antero Resources
Midstream Management LLC members' equity
|
|
|
10,269
|
|
|
—
|
IDR LLC Series B units
(32,875 vested units issued and outstanding at December 31,
2017)
|
|
|
—
|
|
|
35,474
|
Total partners'
capital
|
|
|
10,269
|
|
|
15,608
|
Total liabilities and
partners' capital
|
|
$
|
17,369
|
|
|
29,759
|
Antero Midstream
GP LP
|
Consolidated
Statements of Operations and Comprehensive Income
|
Three Months
Ended December 31, 2016 and 2017
|
(In thousands,
except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
|
2016
|
|
2017
|
|
Equity in earnings of
Antero Midstream Partners LP
|
$
|
|
7,557
|
|
|
23,772
|
|
Total income
|
|
|
7,557
|
|
|
23,772
|
|
General and
administrative expense
|
|
|
425
|
|
|
279
|
|
Equity-based
compensation
|
|
|
—
|
|
|
8,662
|
|
Total
expenses
|
|
|
425
|
|
|
8,941
|
|
Income before
income taxes
|
|
|
7,132
|
|
|
14,831
|
|
Provision for income
taxes
|
|
|
(2,856)
|
|
|
(8,924)
|
|
Net income and
comprehensive income
|
$
|
|
4,276
|
|
|
5,907
|
|
|
|
|
|
|
|
|
|
Net income attributable
to Antero Midstream GP LP subsequent to IPO
|
|
|
|
|
$
|
5,907
|
|
Net income attributable
to Series B units
|
|
|
|
|
|
(784)
|
|
Net income
attributable to common shareholders
|
|
|
|
|
$
|
5,123
|
|
|
|
|
|
|
|
|
|
Net income per
common share - basic and diluted
|
|
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding - basic and
diluted
|
|
|
|
|
|
186,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Antero Midstream
GP LP
|
Consolidated
Statements of Operations and Comprehensive Income
|
Years Ended December
31, 2016 and 2017
|
(In thousands,
except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
2016
|
|
|
2017
|
|
Equity in earnings of
Antero Midstream Partners LP
|
$
|
|
16,944
|
|
|
69,720
|
|
Total income
|
|
|
16,944
|
|
|
69,720
|
|
General and
administrative expense
|
|
|
814
|
|
|
6,201
|
|
Equity-based
compensation
|
|
|
—
|
|
|
34,933
|
|
Total
expenses
|
|
|
814
|
|
|
41,134
|
|
Income before
income taxes
|
|
|
16,130
|
|
|
28,586
|
|
Provision for income
taxes
|
|
|
(6,419)
|
|
|
(26,261)
|
|
Net income and
comprehensive income
|
$
|
|
9,711
|
|
|
2,325
|
|
|
|
|
|
|
|
|
|
Net income attributable
to Antero Midstream GP LP subsequent to IPO
|
|
|
|
|
$
|
7,264
|
|
Net income attributable
to Series B units
|
|
|
|
|
|
(784)
|
|
Net income
attributable to common shareholders
|
|
|
|
|
$
|
6,480
|
|
|
|
|
|
|
|
|
|
Net income per
common share - basic and diluted
|
|
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding - basic and
diluted
|
|
|
|
|
|
186,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Antero Midstream
GP LP
|
Consolidated
Statements of Cash Flows
|
Year Ended December
31, 2016 and 2017
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
2016
|
|
2017
|
|
Cash flows provided
by operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
|
9,711
|
|
|
2,325
|
|
Adjustment to reconcile
net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Equity in
earnings of Antero Midstream Partners LP
|
|
|
|
(16,944)
|
|
|
(69,720)
|
|
Distributions
received from Antero Midstream Partners LP
|
|
|
|
10,370
|
|
|
53,491
|
|
Equity-based
compensation
|
|
|
|
—
|
|
|
34,933
|
|
Deferred income
taxes
|
|
|
|
(368)
|
|
|
—
|
|
Changes in current
assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable - related party
|
|
|
|
(217)
|
|
|
—
|
|
Accounts
payable and accrued liabilities
|
|
|
|
426
|
|
|
(133)
|
|
Income taxes
payable
|
|
|
|
6,559
|
|
|
7,184
|
|
Net cash
provided by operating activities
|
|
|
|
9,537
|
|
|
28,080
|
|
Cash flows used in
investing activities
|
|
|
|
—
|
|
|
—
|
|
Cash flows used in
financing activities
|
|
|
|
|
|
|
|
|
Distributions to Antero
Resources Investment LLC
|
|
|
|
—
|
|
|
(15,691)
|
|
Distributions to
shareholders
|
|
|
|
—
|
|
|
(16,011)
|
|
Net cash used
in financing activities
|
|
|
|
—
|
|
|
(31,702)
|
|
Net increase
(decrease) in cash
|
|
|
|
9,537
|
|
|
(3,622)
|
|
Cash, beginning of
period
|
|
|
|
72
|
|
|
9,609
|
|
Cash, end of
period
|
|
$
|
9,609
|
|
|
5,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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SOURCE Antero Midstream Partners LP; Antero Midstream GP LP