Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | Antero Midstream Corp | |
Entity Central Index Key | 0001623925 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 506,847,308 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,968 | $ 2,822 |
Accounts receivable - Antero Resources | 110,980 | |
Accounts receivable - third party | 256 | |
Other current assets | 3,515 | 87 |
Total current assets | 116,719 | 2,909 |
Property and equipment: | ||
Property and equipment, net | 3,659,677 | |
Investments in unconsolidated affiliates | 1,153,943 | 43,492 |
Deferred tax asset | 3,681 | 1,304 |
Customer relationships | 556,218 | |
Goodwill | 1,135,266 | |
Other assets, net | 42,923 | |
Total assets | 6,668,427 | 47,705 |
Current liabilities: | ||
Accounts payable - Antero Resources | 3,603 | 731 |
Accounts payable - third party | 22,871 | 28 |
Accrued liabilities | 73,448 | 407 |
Asset retirement obligations | 1,925 | |
Taxes payable | 15,678 | 15,678 |
Other current liabilities | 537 | |
Total current liabilities | 118,062 | 16,844 |
Long-term liabilities: | ||
Long-term debt | 2,389,992 | |
Contingent acquisition consideration | 117,972 | |
Asset retirement obligations | 4,041 | |
Other | 2,810 | |
Total liabilities | 2,632,877 | 16,844 |
Partners' capital and Stockholders' Equity: | ||
Preferred stock | ||
Common stock, $0.01 par value; none authorized, issued or outstanding at December 31, 2018; authorized—2,000,000,000; 506,640,947 issued and outstanding at March 31, 2019 | 5,066 | |
Additional paid-in capital | 4,007,287 | |
Accumulated earnings | 23,197 | |
Total partners' capital and stockholders' equity | 4,035,550 | 30,861 |
Total liabilities and partners' capital and stockholders' equity | 6,668,427 | 47,705 |
Common Shareholders | ||
Partners' capital and Stockholders' Equity: | ||
Common shareholders—public 186,219,438 shares issued and outstanding at December 31, 2018; none issued and outstanding at March 31, 2019 | (41,969) | |
Total partners' capital and stockholders' equity | (41,969) | |
Series B Unitholders | ||
Partners' capital and Stockholders' Equity: | ||
IDR LLC Series B units (65,745 units vested at December 31, 2018; none issued and outstanding at March 31, 2019) | 72,830 | |
Total partners' capital and stockholders' equity | 72,830 | |
Series A | ||
Partners' capital and Stockholders' Equity: | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, authorized shares | 100,000,000 | 0 |
Preferred stock, shares issued | 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 2,000,000,000 | 0 |
Common stock, shares issued | 506,640,947 | 0 |
Common stock, shares outstanding | 506,640,947 | 0 |
Common Shareholders | ||
Common shareholders units issued | 0 | 186,219,438 |
Common shareholders units outstanding | 0 | 186,219,438 |
Series B Unitholders | ||
IDR LLC Series B units vested | 65,745 | |
IDR LLC Series B units issued | 0 | |
IDR LLC Series B units outstanding | 0 | |
Series A | ||
Preferred stock, authorized shares | 12,000 | 0 |
Preferred stock, shares issued | 10,000 | 0 |
Preferred stock, shares outstanding | 10,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Amortization of customer relationships | $ (1,781) | |
Total revenue | 54,108 | |
Operating expenses: | ||
Direct operating | 14,982 | |
General and administrative (including $8,635 and $11,423 of equity-based compensation in 2018 and 2019, respectively) | 19,809 | $ 9,560 |
Depreciation | 7,650 | |
Accretion and change in fair value of contingent acquisition consideration | 1,049 | |
Accretion of asset retirement obligations | 10 | |
Total operating expenses | 43,500 | 9,560 |
Operating income (loss) | 10,608 | (9,560) |
Interest expense, net | (6,217) | |
Equity in earnings of unconsolidated affiliates | 2,880 | 28,453 |
Income before taxes | 7,271 | 18,893 |
Provision for income tax benefit (expense) | 2,377 | (6,088) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | 9,648 | 12,805 |
Less net income attributable to Series B Units | (413) | |
Limited partners' and common stockholders' interest in net income | $ 9,648 | $ 12,392 |
Net income per share–basic and diluted (in dollars per share) | $ 0.04 | $ 0.07 |
Weighted average common shares outstanding–basic | 253,877 | 186,188 |
Weighted average common shares outstanding–diluted | 254,903 | 186,188 |
Natural Gas, Gathering, Transportation, Marketing and Processing - Affiliate | ||
Revenue | ||
Revenue | $ 33,534 | |
Natural Gas Water Handling and Treatment - Affiliate | ||
Revenue | ||
Revenue | 22,351 | |
Natural Gas Water Handling and Treatment | ||
Revenue | ||
Revenue | $ 4 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Consolidated Statements of Operations and Comprehensive Income | ||
Equity-based compensation | $ 11,423 | $ 8,635 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Partners' Capital and Stockholders’ Equity - USD ($) $ in Thousands | Common Shareholders | Series B Unitholders | Common Stock | Additional Paid-in Capital | Accumulated Earnings | Total |
Balance at Dec. 31, 2017 | $ (19,866) | $ 35,474 | $ 15,608 | |||
Partner' Capital and Stockholders’ Equity | ||||||
Distributions | (13,964) | (783) | (14,747) | |||
Net income | 12,392 | 413 | 12,805 | |||
Equity-based compensation | 7,777 | 7,777 | ||||
Balance at Mar. 31, 2018 | (13,661) | 35,104 | 21,443 | |||
Balance at Dec. 31, 2018 | (41,969) | 72,830 | 30,861 | |||
Partner' Capital and Stockholders’ Equity | ||||||
Net (loss) and comprehensive (income) pre-acquisition | (13,549) | (13,549) | ||||
Distributions | (30,543) | (3,720) | (34,263) | |||
Equity-based compensation pre-acquisition | 7,034 | 7,034 | ||||
Exchange of shares for shares of common stock and cash consideration paid | $ 79,027 | $ (69,110) | $ 5,066 | $ 4,002,898 | 4,017,881 | |
Net income | 9,648 | |||||
Net income and comprehensive income | $ 23,197 | 23,197 | ||||
Equity-based compensation | 4,389 | 4,389 | ||||
Balance at Mar. 31, 2019 | $ 5,066 | $ 4,007,287 | $ 23,197 | $ 4,035,550 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows provided by (used in) operating activities: | |||
Net income | $ 9,648 | $ 12,805 | |
Adjustment to reconcile net income to net cash provided by operating activities: | |||
Distributions received from Antero Midstream Partners LP | 43,492 | 23,772 | |
Depreciation | 7,650 | ||
Accretion and change in fair value of contingent acquisition consideration | 1,049 | ||
Accretion of asset retirement obligations | 10 | ||
Deferred income tax benefit | (2,377) | ||
Equity-based compensation | 11,423 | 8,635 | |
Equity in earnings of unconsolidated affiliates | $ (2,880) | (2,880) | (28,453) |
Distributions from unconsolidated affiliates | 4,775 | 4,775 | |
Amortization of customer relationships | 1,781 | ||
Amortization of deferred financing costs | 251 | ||
Changes in assets and liabilities: | |||
Accounts receivable – Antero Resources | 31,331 | ||
Accounts receivable - third party | (18) | ||
Other current assets | (2,361) | (155) | |
Accounts payable – Antero Resources | (444) | (15) | |
Accounts payable - third party | (1,454) | ||
Accrued liabilities | (32,289) | 565 | |
Income taxes payable | 6,088 | ||
Net cash provided by operating activities | 69,587 | 23,242 | |
Cash flows provided by (used in) investing activities: | |||
Additions to gathering systems and facilities | (7,677) | ||
Additions to water handling and treatment systems | (8,328) | ||
Investments in unconsolidated affiliates | (65,729) | ||
Cash received on acquisition of Antero Midstream Partners LP | 619,532 | ||
Cash consideration paid to Antero Midstream Partners LP unitholders | (598,709) | ||
Change in other assets | (267) | ||
Net cash used in investing activities | (61,178) | ||
Cash flows provided by (used in) financing activities: | |||
Distributions to shareholders | (30,543) | (13,964) | |
Distributions to Series B unitholders | (3,720) | (783) | |
Borrowings on bank credit facilities, net | 25,000 | ||
Net cash used in financing activities | (9,263) | (14,747) | |
Net increase (decrease) in cash and cash equivalents | (854) | 8,495 | |
Cash and cash equivalents, beginning of period | 2,822 | 5,987 | |
Cash and cash equivalents, end of period | $ 1,968 | 1,968 | $ 14,482 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 19,250 | ||
Increase in accrued capital expenditures and accounts payable for property and equipment | $ 11,933 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization | |
Organization | (1 ) Organization Antero Midstream Corporation was originally formed as Antero Resources Midstream Management LLC in 2013 to become the general partner of Antero Midstream Partners LP (“Antero Midstream Partners”). On May 4, 2017, Antero Resources Midstream Management LLC converted from a limited liability company to a limited partnership under the laws of the State of Delaware (the “Conversion”), and changed its name to Antero Midstream GP LP (“AMGP”) in connection with its initial public offering. On March 12, 2019, pursuant to the previously announced Simplification Agreement, dated as of October 9, 2018, by and among AMGP , Antero Midstream Partners and certain of their affiliates (the “Simplification Agreement”), (i) AMGP was converted from a limited partnership to a corporation under the laws of the State of Delaware and changed its name to Antero Midstream Corporation, (ii) an indirect, wholly owned subsidiary of Antero Midstream Corporation was merged with and into Antero Midstream Partners, with Antero Midstream Partners surviving the merger as an indirect, wholly owned subsidiary of Antero Midstream Corporation (the “Merger”) , and (iii) Antero Midstream Corporation exchanged (the “Series B Exchange” and, together with the Conversion, the Merger and the other transactions pursuant to by the Simplification Agreement, the “Transactions”) each issued and outstanding Series B Unit (the “Series B Units”) representing a membership interest in Antero IDR Holdings LLC (“IDR Holdings”) for 176.0041 shares of its common stock, par value $0.01 per share (“AMC common stock”) . As a result of the Transactions, Antero Midstream Partners is now a wholly owned subsidiary of Antero Midstream Corporation and former shareholders of AMGP, unitholders of Antero Midstream Partners, including Antero Resources Corporation (“Antero Resources”), and holders of Series B Units now own AMC Common Stock. Unless the context otherwise requires, references to the “Company,” “we,” “us” or “our” refer to (i) for the period prior to March 13, 2019, AMGP and its consolidated subsidiaries, which did not include Antero Midstream Partners and its subsidiaries, and (ii) for the period beginning on March 13, 2019, Antero Midstream Corporation and its consolidated subsidiaries, including Antero Midstream Partners and its subsidiaries Antero Midstream LLC (“Midstream Operating”), Antero Water LLC (“Antero Water”), Antero Treatment LLC, and Antero Midstream Finance Corporation (“Finance Corp”) . We are a growth-oriented midstream company formed to own, operate and develop midstream energy infrastructure primarily to service Antero Resources and its increasing production and completion activity in the Appalachian Basin’s Marcellus Shale and Utica Shale located in West Virginia and Ohio. Our assets consist of gathering pipelines, compressor stations, interests in processing and fractionation plants, and water handling and treatment assets. The Company, through Antero Midstream Partners and its affiliates, provides midstream services to Antero Resources under long-term contracts. The Company’s corporate headquarters are located in Denver, Colorado. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2018 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position, and accounting policies, which have been filed with the SEC. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of the Company, these unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of December 31, 2018 and March 31, 2019, and the results the Company’s operations and its cash flows for the three months ended March 31, 2018 and 2019. The Company has no items of other comprehensive income; therefore, net income is equal to its comprehensive income. Certain costs of doing business incurred by Antero Resources on the Company’s behalf have been reflected in the accompanying unaudited condensed consolidated financial statements. These costs include general and administrative expenses provided to the Company by Antero Resources in exchange for: · business services, such as payroll, accounts payable and facilities management; · corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory policy; and · employee compensation, including equity‑based compensation. Transactions between the Company and Antero Resources have been identified in the unaudited condensed consolidated financial statements (see Note 4—Transactions with Affiliates). As of the date these unaudited condensed consolidated financial statements were filed with the SEC, the Company completed its evaluation of potential subsequent events for disclosure and no items requiring disclosure were identified other than as disclosed in Note 12—Dividends. (b) The accompanying unaudited condensed consolidated financial statements include (i) for the period prior to March 13, 2019, the accounts of AMGP and its consolidated subsidiaries, which did not include Antero Midstream Partners and its subsidiaries, and (ii) for the period beginning on March 13, 2019, the accounts of Antero Midstream Corporation and its consolidated subsidiaries, including Antero Midstream Partners and its subsidiaries, which were acquired in the Transactions. See Note 3—Business Combination. (c) The Company, through Antero Midstream Partners and its affiliates, provides gathering and compression and water handling and treatment services under fee-based contracts primarily based on throughput or at cost plus a margin. Certain of these contracts contain operating leases of the Company’s assets under GAAP. Under these arrangements, the Company receives fees for gathering gas products, compression services, and water handling and treatment services. The revenue the Company earns from these arrangements is directly related to (1) in the case of natural gas gathering and compression, the volumes of metered natural gas that it gathers, compresses, and delivers to natural gas compression sites or other transmission delivery points, (2) in the case of fresh water services, the quantities of fresh water delivered to its customers for use in their well completion operations, (3) in the case of wastewater treatment services performed by the Company, the quantities of wastewater treated for our customers, or (4) in the case of flowback and produced water services provided by third parties, the third party costs the Company incurs plus 3%. The Company recognizes revenue when it satisfies a performance obligation by delivering a service to a customer or the use of leased assets to a customer. See Note 5—Revenue for the Company’s required disclosures under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . The Company includes lease revenue within revenues by service. (d) The preparation of the unaudited condensed consolidated financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets, liabilities, and the disclosure of contingent liabilities. Items subject to estimates and assumptions include the useful lives of property and equipment, the valuation of assets and liabilities acquired from Antero Midstream Partners, as well as the valuation of accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. (e) The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments. (f) Property and equipment primarily consists of gathering pipelines, compressor stations, fresh water delivery pipelines and facilities, and the wastewater treatment facility and related landfill used for the disposal of salt therefrom, stated at historical cost less accumulated depreciation and amortization. The Company capitalizes construction-related direct labor and material costs. Maintenance and repair costs are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives and salvage values of assets. The depreciation of fixed assets recorded under operating lease agreements is included in depreciation expense. 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 operates. When assets are placed into service, management makes estimates with respect to useful lives and salvage values that management believes are reasonable. However, subsequent events could cause a change in estimates, thereby impacting future depreciation amounts. Amortization of landfill airspace consists of the amortization of landfill capital costs, including those that have been incurred and capitalized and estimated future costs for landfill development and construction, as well as the amortization of asset retirement costs arising from landfill final capping, closure, and post-closure obligations. Amortization expense is recorded on a units-of-consumption basis, applying cost as a rate per-cubic yard. The rate per-cubic yard is calculated by dividing each component of the amortizable basis of the landfill by the number of cubic yards needed to fill the corresponding asset’s airspace. Landfill capital costs and closure and post-closure asset retirement costs are generally incurred to support the operation of the landfill over its entire operating life and are, therefore, amortized on a per-cubic yard basis using a landfill’s total airspace capacity. Estimates of disposal capacity and future development costs are created using input from independent engineers and internal technical teams and are reviewed at least annually. However, future events could cause a change in estimates, thereby impacting future amortization amounts. The Company evaluates its 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 based on discounted future cash flows using assumptions as to revenues, costs, and discount rates typical of third party market participants, which is a Level 3 fair value measurement. (g) The Company’s asset retirement obligations include its obligation to close, maintain, and monitor landfill cells and support facilities. After the entire landfill reaches capacity and is certified closed, the Company must continue to maintain and monitor the landfill for a post-closure period, which generally extends for 30 years. The Company records the fair value of its landfill retirement obligations as a liability in the period in which the regulatory obligation to retire a specific asset is triggered. For the Company’s individual landfill cells, the required closure and post-closure obligations under the terms of its permits and its intended operation of the landfill cell are triggered and recorded when the cell is placed into service and salt is initially disposed in the landfill cell. The fair value is based on the total estimated costs to close the landfill cell and perform post-closure activities once the landfill cell has reached capacity and is no longer accepting salt. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform closure and post-closure activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Landfill retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a units-of-consumption basis as the disposal capacity is consumed. Asset retirement obligations are recorded for fresh water impoundments and waste water pits when an abandonment date is identified. The Company records the fair value of its freshwater impoundment and waste water pit retirement obligations as liabilities in the period in which the regulatory obligation to retire a specific asset is triggered. The fair value is based on the total reclamation costs of the assets. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform remediation activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Fresh water impoundments and wastewater pit retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a straight-line basis until reclamation. The Company is under no legal obligations, neither contractually nor under the doctrine of promissory estoppel, to restore or dismantle its gathering pipelines, compressor stations, water delivery pipelines and facilities and wastewater treatment facility upon abandonment. The Company’s gathering pipelines, compressor stations, fresh water delivery pipelines and facilities and wastewater treatment facility have an indeterminate life, if properly maintained. Accordingly, the Company is not able to make a reasonable estimate of when future dismantlement and removal dates of its pipelines, compressor stations and facilities will occur. (h) Antero Midstream Corporation recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss carryforwards for income tax purposes and the differences between the financial statement and tax basis of assets and liabilities. The effect of changes in tax laws or tax rates is recognized in income during the period such changes are enacted. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Antero Midstream Corporation regularly reviews its tax positions in each significant taxing jurisdiction during the process of evaluating its tax provision. Antero Midstream Corporation makes adjustments to its tax provision when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; and/or (ii) a tax position is effectively settled with a tax authority at a differing amount. (i) The Financial Accounting Standards Board (the “FASB”) ASC Topic 820, Fair Value Measurements and Disclosures , clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures 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 the Company estimates 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. The Company’s 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. The carrying values on the balance sheet of the Company’s cash and cash equivalents, accounts receivable—Antero Resources, accounts receivable—third party, other current assets, accounts payable—Antero Resources, accounts payable, accrued liabilities, other current liabilities, other liabilities and the Credit Facility (as defined in Note 7—Long-Term Debt) approximate fair values due to their short-term maturities. The assets and liabilities of Antero Midstream Partners were recorded at fair value as of the acquisition date, March 12, 2019 (see Note 3—Business Combination). (j) The Company uses the equity method to account for its investments in companies if the investment provides the Company with the ability to exercise significant influence over, but not control of, the operating and financial policies of the investee. The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of such companies. The Company’s judgment regarding the level of influence over each equity method investee includes considering key factors such as the Company’s ownership interest, representation on the board of directors and participation in policy-making decisions of the investee and material intercompany transactions. See Note 15—Investments in Unconsolidated Affiliates. (k) The Company recognizes and measures 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 one year from the acquisition date, the Company 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. See Note 3—Business Combinations. (l) Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below 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 implied fair value of goodwill is calculated. The excess, if any, of the book value over the implied fair value of goodwill is charged to net income as an impairment expense. Amortization of intangibles with definite lives is calculated using the straight-line method which is reflective of the benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. Intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible may not be recoverable. If the sum of the expected undiscounted future cash flows related to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. (k) On February 25, 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-02, Leases , which requires lessees to record lease liabilities and right-of-use assets as of the date of adoption and was incorporated into GAAP as ASC Topic 842. The new lease standard does not substantially change accounting by lessors. The Company adopted the new standard prospectively effective January 1, 2019. The Company is not a party to material contracts as a lessee. The Company determined that Antero Midstream Partners’ contractual arrangement with Antero Resources to provide gathering and compression services is an operating lease of certain of the Company’s assets, which are accounted for under the new ASU (see Note 5—Revenue for information on this arrangement). |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2019 | |
Business Combination | |
Business Combination | (3) Business Combination On March 12, 2019, AMGP and Antero Midstream Partners completed the Transactions. The Transactions have been accounted for using the acquisition method of accounting with Antero Midstream Corporation identified as the acquirer of Antero Midstream Partners. The components of the fair value of consideration transferred are as follows (in thousands): Fair value of shares of AMC common stock issued (1) $ 4,017,881 Cash 598,709 Total fair value of consideration transferred $ 4,616,590 (1) The fair value of each share of AMC common stock issued in connection with the Transactions was determined to be $12.54, the closing price of AMGP common shares on March 12, 2019. The following table summarizes the preliminary purchase price allocation. Due to the proximity of the Transactions to March 31, 2019, the Company is still completing its analysis of the final purchase price allocation. The estimated fair value of assets acquired and liabilities assumed at March 12, 2019, are as follows (in thousands): Cash and cash equivalents $ 619,532 Accounts receivable–Antero Resources 142,312 Accounts receivable–third party 117 Other current assets 1,150 Property and equipment, net 3,639,148 Investments in unconsolidated affiliates 1,090,109 Customer relationships 558,000 Other assets, net 42,887 Total assets acquired 6,093,255 Accounts payable–Antero Resources 3,316 Accounts payable–third party 30,674 Accrued liabilities 87,021 Other current liabilities 537 Long-term debt 2,364,935 Contingent acquisition consideration 116,924 Asset retirement obligations 5,715 Other liabilities 2,809 Total liabilities assumed 2,611,931 Net assets acquired, excluding goodwill 3,481,324 Goodwill 1,135,266 Net assets acquired $ 4,616,590 The Company’s financial statements include $6 million of acquisition-related costs associated with the Transactions. These costs were expensed as general and administrative costs. |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Mar. 31, 2019 | |
Transactions with Affiliates | |
Transactions with Affiliates | (4) Transactions with Affiliates (a) Substantially all revenues earned in the three months ended March 31, 2019 were earned from Antero Resources, under various agreements for gathering and compression and water handling and treatment services. Revenues earned from gathering and processing services consists of lease income. (b) “Accounts receivable—Antero Resources” represents amounts due from Antero Resources, primarily related to gathering and compression services and water handling and treatment services. “Accounts payable—Antero Resources” represents amounts due to Antero Resources for general and administrative and other costs. (c) The employees supporting the Company’s operations are employees of Antero Resources. Direct operating expense includes costs charged to the Company of $0.4 million during the three months ended March 31, 2019 related to labor charges for Antero Resources employees associated with the operation of the Company’s gathering lines, compressor stations, and water handling and treatment assets. There were no such charges during the three months ended March 31, 2018. General and administrative expense includes costs charged to the Company by Antero Resources of $0.1 million and $1.6 million during the three months ended March 31, 2018 and 2019, respectively. 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 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. The Company reimburses Antero Resources directly for all general and administrative costs charged to it, with the exception of noncash equity compensation attributed to the Company for awards issued under the Antero Resources long-term incentive plan and the Antero Midstream Corporation Long Term Incentive Plan (the “AMC LTIP”). See Note 10—Equity-Based Compensation. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue | |
Revenue | (5) Revenue (a) Revenue from Contracts with Customers All of the Company’s revenues are derived from service contracts with customers and are recognized when the Company satisfies a performance obligation by delivering a service to a customer. The Company derives substantially all of its revenues from Antero Resources. The following sets forth the nature, timing of satisfaction of performance obligations, and significant payment terms of the Company’s contracts with Antero Resources. Gathering and Compression Agreement Pursuant to the Company’s 20-year gathering and compression agreement with Antero Resources, which was originally entered into on November 10, 2014, Antero Resources has dedicated all of its current and future acreage in West Virginia, Ohio and Pennsylvania to the Company for gathering and compression services except for acreage subject to third-party commitments or pre-existing dedications. Upon completion of the initial 20‑year term, the gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by either the Company or Antero Resources on or before the 180 th day prior to the anniversary of such effective date. The Company also has an option to gather and compress natural gas produced by Antero Resources on any acreage it acquires in the future outside of West Virginia, Ohio and Pennsylvania on the same terms and conditions. Under the gathering and compression agreement, the Company receives a low pressure gathering fee, a high pressure gathering fee and a compression fee, in each case subject to CPI-based adjustments. In addition, the agreement stipulates that the Company receives a reimbursement for the actual cost of electricity used at its compressor stations. The Company determined that the gathering and compression agreement is an operating lease. The gathering system is an identifiable asset within the gathering and compression agreement. The gathering system consists of underground low pressure pipelines that generally connect and deliver gas from specific well pads to compressor stations to compress the gas before delivery to underground high pressure pipelines that transport the gas to a 3 rd party pipeline or plant. The gathering system is considered a single lease due to the interrelated network of the assets. The Company accounts for its lease and non-lease components as a single lease component as the lease component is the predominant component. The non-lease components consist of operating, oversight and maintenance of the gathering system, which are performed on time-elapsed measures. All lease payments, under the future Minimum Volume Commitments discussed below, are considered to be in-substance fixed lease payments under the gathering and compression agreement. The Company recognizes revenue when low pressure volumes are delivered to a compressor station, compression volumes are delivered to a high pressure line and high pressure volumes are delivered to a processing plant or transmission pipeline. The Company invoices the customer the month after each service is performed, and payment is due in the same month. Water Services Agreement Antero Midstream Partners is party to a Water Services Agreement with Antero Resources whereby Antero Midstream Partners agreed to provide certain water handling and treatment services to Antero Resources within an area of dedication in defined service areas in Ohio and West Virginia. Antero Resources agreed to pay Antero Midstream Partners for all water handling and treatment services provided by Antero Midstream Partners in accordance with the terms of the water services agreement. The initial term of the water services agreement is 20 years from September 23, 2015 and from year to year thereafter until terminated by either party. Under the agreement, the Company receives a fixed fee per barrel in West Virginia, Ohio and all other locations for fresh water deliveries by pipeline directly to the well site. Additionally, the Company receives a fixed fee per barrel for fresh water delivered by truck to high-rate transfer facilities. All of these fees have been subject to annual CPI adjustments since the inception of the agreement in 2015. Antero Resources also agreed to pay the Company a fixed fee per barrel for wastewater treatment at the advanced wastewater treatment complex, in each case subject to annual CPI-based adjustments and additional fees based on certain costs. Under the water services agreement, the Company may also contract with third parties to provide water services to Antero Resources. Antero Resources reimburses the Company for third party out-of-pocket costs plus a 3% markup. The Company satisfies its performance obligations and recognizes revenue when the fresh water volumes have been delivered to the hydration unit of a specified well pad and the wastewater volumes have been delivered to the Company’s wastewater treatment facility. The Company invoices the customer the month after water services are performed, and payment is due in the same month. For services contracted through third party providers, the Company’s performance obligation is satisfied when the service to be performed by the third party provider has been completed. The Company invoices the customer after the third party provider billing is received, and payment is due in the same month. Minimum Volume Commitments Both the gathering and compression and water services agreements include certain minimum volume commitment provisions. If and to the extent Antero Resources requests that the Company construct new high pressure lines and compressor stations, the gathering and compression agreement contains minimum volume commitments that require Antero Resources to utilize or pay for 75% and 70%, respectively, of the capacity of such new construction for 10 years. Antero Resources also committed to pay a fee on a minimum volume of fresh water deliveries in calendar years 2016 through 2019. Antero Resources is obligated to pay a minimum volume fee to the Company in the event the aggregate volume of fresh water delivered to Antero Resources under the water services agreement is less than 120,000 barrels per day in 2019. The Company recognizes water handling and treatment revenue related to these minimum volume commitments at the time it is determined that the volumes will not be consumed by Antero Resources, and the amount of the shortfall is known. The Company recognizes lease income from its minimum volume commitments under its gathering and compression agreement on a straight-line basis. Minimum revenue amounts under the minimum volume commitments are as follows : Remainder of Year Ended December 31, (in thousands) 2019 2020 2021 2022 2023 2024 Thereafter Total Minimum revenue under the Gathering and Compression Agreement (1) $ 141,040 210,363 209,788 209,788 209,788 210,363 535,756 1,726,886 Minimum revenue under the Water Services Agreement 116,966 — — — — — — 116,966 Total $ 258,006 210,363 209,788 209,788 209,788 210,363 535,756 1,843,852 (1) Minimum volume commitments under the Gathering and Compression Agreement are recognized on a straight-line basis and additional operating lease income is earned when excess volumes are delivered under the contract. The Company is not party to any leases that have not commenced. (b) Disaggregation of Revenue In the following table, revenue is disaggregated by type of service and type of fee. The table also identifies the reportable segment to which the disaggregated revenues relate. For more information on reportable segments, see Note 16—Reporting Segments. Three Months Ended Segment to which (in thousands) March 31, 2019 revenues relate Revenue from contracts with customers Type of service Gathering—low pressure $ 15,826 Gathering and Processing (1) Gathering—high pressure 9,284 Gathering and Processing (1) Compression 8,424 Gathering and Processing (1) Fresh water delivery 10,776 Water Handling and Treatment Wastewater treatment 2,430 Water Handling and Treatment Other fluid handling 9,149 Water Handling and Treatment Amortization of customer relationships (501) Gathering and Processing Amortization of customer relationships (1,280) Water Handling and Treatment Total $ 54,108 Type of contract Per Unit Fixed Fee $ 33,534 Gathering and Processing (1) Per Unit Fixed Fee 13,206 Water Handling and Treatment Cost plus 3% 9,149 Water Handling and Treatment Amortization of customer relationships (501) Gathering and Processing Amortization of customer relationships (1,280) Water Handling and Treatment Total $ 54,108 (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering system. (c) Transaction Price Allocated to Remaining Performance Obligations The majority of the Company’s service contracts have a term greater than one year. As such, the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under the Company’s service contracts, each unit of product delivered to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. The remainder of our service contracts, which relate to contracts with third parties, are short-term in nature with a contract term of one year or less. Accordingly, the Company is exempt from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. (d) Contract Balances Under the Company’s service contracts, the Company invoices customers after its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s service contracts do not give rise to contract assets or liabilities. At March 31, 2019, the Company’s receivables with customers were $111 million. There were no receivables from customers as of December 31, 2018. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property and Equipment | |
Property and Equipment | (6) Property and Equipment The Company’s investment in property and equipment for the periods presented is as follows: Estimated March 31, (in thousands) useful lives 2019 Land n/a $ 21,496 Gathering systems and facilities 40—50 years (1) 2,359,714 Fresh water permanent buried pipelines and equipment 10—20 years 670,922 Wastewater treatment facility 30 years 304,478 Fresh water surface pipelines and equipment 1—5 years 52,223 Landfill n/a (2) 65,066 Heavy trucks and equipment 3—5 years 4,047 Above ground storage tanks 5—10 years 4,265 Construction-in-progress n/a 185,116 Total property and equipment 3,667,327 Less accumulated depreciation (7,650) Property and equipment, net $ 3,659,677 (1) Gathering systems and facilities are recognized as a single-leased asset with no residual value. (2) Amortization of landfill costs is recorded over the life of the landfill on a units-of-consumption basis. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Long-term Debt. | |
Long-term Debt | (7) On May 9, 2018, AMGP entered into a credit facility (the “AMGP Credit Facility”) with a bank, which provided for a line of credit of up to $12 million. The maturity date of the AMGP Credit Facility was May 6, 2019. At December 31, 2018, AMGP had no borrowings under the AMGP Credit Facility. In connection with the Transactions, the AMGP Credit Facility was terminated on March 12, 2019. AMGP had no long-term debt at December 31, 2018. Antero Midstream Corporation’s long-term debt was as follows at March 31, 2019: March 31, (in thousands) 2019 Credit Facility (a) $ 1,100,000 5.375% senior notes due 2024 (b) 652,600 5.75% senior notes due 2027 (c) 653,250 Net unamortized debt issuance costs (15,858) Total long-term debt $ 2,389,992 (a) Antero Midstream Partners Revolving Credit Facility Antero Midstream Partners, an indirect, wholly owned subsidiary of the Company, as borrower (the “Borrower”), has a senior secured revolving credit facility (the “Credit Facility”) with a consortium of banks. Lender commitments under the Credit Facility are $2.0 billion. At March 31, 2019, the Borrower had borrowings under the Credit Facility of $1.1 billion with a weighted average interest rate of 3.79%. No letters of credit were outstanding at March 31, 2019 under the Credit Facility. The maturity date of the facility is October 26, 2022. The Credit Facility includes fall away covenants and lower interest rates that are triggered if and when the Borrower is assigned an Investment Grade Rating (as defined below). Under the Credit Facility, “Investment Grade Period” is a period that, as long as no event of default has occurred and the Borrower is in pro forma compliance with the financial covenants under the Credit Facility, commences when the Company elects to give notice to the Administrative Agent that the Borrower has received at least one of either (i) a BBB- or better rating from Standard and Poor’s or (ii) a Baa3 or better from Moody’s (provided that the non-investment grade rating from the other rating agency is at least either Ba1 if Moody’s or BB+ if Standard & Poor’s (an “Investment Grade Rating”)). An Investment Grade Period can end at the Borrower’s election. During a period that is not an Investment Grade Period, the Credit Facility is ratably secured by mortgages on substantially all of the Borrower’s properties, including the properties of its subsidiaries, and guarantees from its subsidiaries. During an Investment Grade Period, the liens securing the obligations thereunder shall be automatically released (subject to the provisions of the Credit Facility). The Credit Facility contains certain covenants including restrictions on indebtedness, and requirements with respect to leverage and interest coverage ratios; provided, however, that during an Investment Grade Period, such covenants become less restrictive on the Borrower. The Credit Facility permits distributions to the holders of the Borrower’s equity interests in accordance with the cash distribution policy previously adopted by the board of directors of the general partner of the Borrower, provided that no event of default exists or would be caused thereby, and only to the extent permitted by our organizational documents. The Borrower was in compliance with all of the financial covenants under the Credit Facility as of March 31, 2019. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable quarterly or, in the case of Eurodollar Rate Loans, at the end of the applicable interest period if shorter than six months. Interest is payable at a variable rate based on LIBOR or the base rate, determined by election at the time of borrowing. Interest at the time of borrowing is determined with reference to (i) during any period that is not an Investment Grade Period, the Company’s then-current leverage ratio and (ii) during an Investment Grade Period, with reference to the rating given to the Company by Moody’s or Standard and Poor’s. During an Investment Grade Period, the applicable margin rates are reduced by 25 basis points. Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from 0.25% to 0.375% based on the leverage ratio, during a period that is not an Investment Grade Period, and 0.175% to 0.375% based on the Company’s rating during an Investment Grade Period. (b) 5.375% Senior Notes Due 2024 On September 13, 2016, Antero Midstream Partners and its wholly owned subsidiary, Finance Corp together with Antero Midstream Partners, (the “Issuers”), issued $650 million in aggregate principal amount of 5.375% senior notes due September 15, 2024 (the “2024 Notes”) at par. The 2024 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2024 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries. Interest on the 2024 Notes is payable on March 15 and September 15 of each year. Antero Midstream Partners may redeem all or part of the 2024 Notes at any time on or after September 15, 2019 at redemption prices ranging from 104.031% on or after September 15, 2019 to 100.00% on or after September 15, 2022. In addition, prior to September 15, 2019, Antero Midstream Partners may redeem up to 35% of the aggregate principal amount of the 2024 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.375% of the principal amount of the 2024 Notes, plus accrued and unpaid interest. At any time prior to September 15, 2019, Antero Midstream Partners may also redeem the 2024 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2024 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control, the holders of the 2024 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2024 Notes at a price equal to 101% of the principal amount of the 2024 Notes, plus accrued and unpaid interest. On April 15, 2019, the Issuers, Antero Midstream Corporation, and the other guarantors party thereto executed and delivered the Second Supplemental Indenture to the indenture related to the 2024 Notes (the “2024 Second Supplemental Indenture”), which provides, among other things, that Antero Midstream Corporation fully and unconditionally guarantees the 2024 Notes. (c) On February 25, 2019, the Issuers issued $650 million in aggregate principal amount of 5.75% senior notes due March 1, 2027 (the “2027 Notes”) at par. The 2027 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2027 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries. Interest on the 2027 Notes is payable on March 1 and September 1 of each year. Antero Midstream Partners may redeem all or part of the 2027 Notes at any time on or after March 1, 2022 at redemption prices ranging from 102.875% on or after March 1, 2022 to 100.00% on or after March 1, 2025. In addition, prior to March 1, 2022, Antero Midstream Partners may redeem up to 35% of the aggregate principal amount of the 2027 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.75% of the principal amount of the 2027 Notes, plus accrued and unpaid interest. At any time prior to March 1, 2022, Antero Midstream Partners may also redeem the 2027 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2027 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control, the holders of the 2027 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2027 Notes at a price equal to 101% of the principal amount of the 2027 Notes, plus accrued and unpaid interest. On April 15, 2019, the Issuers, Antero Midstream Corporation, and the other guarantors party thereto executed and delivered the First Supplemental Indenture to the indenture related to the 2027 Notes (the “2027 First Supplemental Indenture”), which provides that Antero Midstream Corporation fully and unconditionally guarantees the 2027 Notes. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Liabilities | |
Accrued Liabilities | (8) Accrued Liabilities Accrued liabilities as of December 31, 2018 and March 31, 2019 consisted of the following items: December 31, March 31, (in thousands) 2018 2019 Capital expenditures $ — 37,657 Operating expenses — 25,045 Interest expense — 6,961 Other 407 3,785 Total accrued liabilities $ 407 73,448 |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligations | |
Asset Retirement Obligations | (9) Asset Retirement Obligations The following is a reconciliation of our asset retirement obligations for the period shown below (in thousands): Asset retirement obligations—December 31, 2018 $ — Antero Midstream Partners asset retirement obligation assumed—March 12, 2019 5,715 Obligations incurred 241 Accretion expense 10 Asset retirement obligations—March 31, 2019 $ 5,966 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Equity-Based Compensation | |
Equity-Based Compensation | (10) Equity-Based Compensation The Company’s general and administrative expenses include equity-based compensation costs related to the Antero Midstream GP LP Long-Term Incentive Plan (“AMGP LTIP”) and the Series B Units prior to the Transaction. Equity-based compensation after the Transactions include (i) costs allocated to Antero Midstream Partners by Antero Resources for grants made prior to the Transactions pursuant to Antero Resources’ long-term incentive plan, (ii) costs due to Antero Midstream Corporation LTIP (the “AMC LTIP”) and (iii) the Exchanged B Units (as defined below). Antero Midstream Partners’ portion of the equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to the applicable classes of equity. Equity‑based compensation expense allocated to Antero Midstream Partners was $0.5 million for the period from March 13, 2019 to March 31, 2019. Antero Resources has unamortized expense totaling approximately $49 million as of March 31, 2019 related to its various equity-based compensation plans, which includes the AMC LTIP. A portion of this will be allocated to the Antero Midstream Partners as it is amortized over the remaining service period of the related awards. Antero Midstream Partners does not reimburse Antero Resources for noncash equity compensation allocated to it for awards issued under the Antero Resources long-term incentive plan. Exchanged B Units As of December 31, 2018, IDR Holdings had 98,600 Series B Units authorized and outstanding that entitled the holders to receive up to 6% of the amount of the distributions that Antero Midstream Partners made on its incentive distribution rights (“IDRs”) in excess of $7.5 million per quarter, subject to certain vesting conditions. On December 31, 2018, 65,745 Series B Units were vested. The holders of vested Series B Units had the right to convert the units to common shares with a value equal to their pro rata share of up to 6% of any increase in AMGP’s equity value in excess of $2.0 billion. Upon Closing of the Transactions, each Series B Unit, vested and unvested, was exchanged for 176.0041 shares of our common stock (the “Series B Exchange”), which is a total of 17,353,999 shares of AMC common stock (the “Exchanged B Units”). Unvested Series B Units of 32,855 were exchanged for 5,782,601 shares of AMC common stock. The Company accounted for the Series B Exchange as a share-based payment modification under ASC 718, Stock Compensation . On March 12, 2019, which is the modification date, the Company determined the estimated fair value of the Series B Unit awards using a Monte Carlo simulation using various assumptions including a floor equity value of $2.0 billion, expected volatility of 40% based on historical volatility of a peer group of publicly traded partnerships, a risk free rate of 2.51%, and expected IDR distributions based on internal estimates discounted based on a weighted average cost of capital assumption of 7.25%. Based on these assumptions, the estimated value of each Series B Unit was $1,257 when exchanged for shares of AMC common stock. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The unvested Exchanged B Units retain the same vesting conditions as the Series B Units and are expected to vest on December 31, 2019. The Company recognized $10.6 million of equity-based compensation expense related to these awards for the three months ended March 31, 2019. Unamortized expenses related to these awards was $55 million as of March, 31, 2019, which is expected to be recognized during the remainder of 2019. AMGP LTIP On April 17, 2017, Antero Midstream GP LP adopted the AMGP LTIP pursuant to which certain non-employee directors of Antero Midstream GP LP’s general partner and certain officers, employees and consultants of Antero Resources were eligible to receive awards representing equity interests in Antero Midstream GP LP. Antero Midstream GP LP recognized related expense of $0.2 million related to these awards for each of the three months ended March 31, 2018 and 2019, respectively. In connection with the Transactions, the AMGP LTIP was terminated on March 12, 2019. No awards were issued and outstanding as of March 12, 2019. AMC LTIP Effective March, 12, 2019, the Board of Antero Midstream Corporation adopted the AMC LTIP under which awards may be granted to employees, directors and other service providers of the Company and its affiliates. The AMC LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other stock-based awards, cash awards and substitute awards. As part of the Transactions, each of the unvested outstanding phantom units in the AMP LTIP was assumed by Antero Midstream Corporation and converted into 1.8926 restricted stock units under the AMC LTIP representing a right to receive shares of AMC common stock for each converted phantom unit. A summary of the restricted stock unit awards activity during the three months ended March 31, 2019 is as follows: Weighted Average Aggregate Number of grant date intrinsic value units fair value (in thousands) Total AMC LTIP units awarded and unvested—December 31, 2018 — $ — — Granted 1,068,900 $ 14.58 $ 13,476 Total AMC LTIP units awarded and unvested—March 31, 2019 1,068,900 $ 14.58 $ 14,729 (1) Effective as of March 12, 2019, all unvested outstanding phantom units in the AMP LTIP were assumed by the Company and converted into restricted stock units under the AMC LTIP at a conversion rate of 1.8926. Intrinsic values are based on the closing price of the Company’s common shares on the referenced dates. AMC LTIP unamortized expense of $11 million at March 31, 2019, is expected to be recognized over a weighted average period of approximately 2.3 years and the Company’s proportionate share will be allocated to it as it is recognized. |
Cash Distributions - Antero Mid
Cash Distributions - Antero Midstream GP LP | 3 Months Ended |
Mar. 31, 2019 | |
Cash Distributions-Antero Midstream GP LP | |
Cash Distributions-Antero Midstream GP LP | (11) Cash Distributions—AMGP The following table details the amount of quarterly distributions AMGP paid with respect to the quarter indicated (in thousands, except per share data): Common Quarter shareholders Distributions and Year Record Date Distribution Date distributions per share Q4 2017 February 1, 2018 February 20, 2018 $ 13,964 $ 0.075 Q1 2018 May 3, 2018 May 23, 2018 20,109 $ 0.108 Q2 2018 August 2, 2018 August 22, 2018 23,276 $ 0.125 Q3 2018 November 2, 2018 November 21, 2018 26,817 $ 0.144 Total 2018 $ 84,166 Q4 2018 February 1, 2019 February 21, 2019 $ 30,543 $ 0.164 Total 2019 $ 30,543 |
Dividends
Dividends | 3 Months Ended |
Mar. 31, 2019 | |
Dividends | |
Dividends | (12) The board of directors declared a cash dividend on the shares of AMC common stock of $0.3025 per share for the quarter ended March 31, 2019. The dividend will be payable on May 8, 2019 to stockholders of record as of April 26, 2019. The board of directors also declared a cash dividend on the shares of Series A Preferred Stock of Antero Midstream Corporation. The aggregate amount of dividends to be paid on the Series A Preferred Stock is $98 thousand, which will be paid on May 15, 2019 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 13—Equity and Earnings Per Common Share. As of March 31, 2019, $29 thousand of the Series A Preferred Stock dividend was accrued. |
Equity and Earnings Per Common
Equity and Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Equity and Earnings Per Common Share | |
Equity and Earnings Per Common Share | (13) Equity and Earnings Per Common Share (a) Preferred Stock The Company authorized 100,000,000 shares of preferred stock in connection with the closing of the Transactions (see Note 3—Business Combination) on March 12, 2019, and issued 10,000 shares of preferred stock designated as "5.5% Series A Non-Voting Perpetual Preferred Stock" (the "Series A Preferred Stock"), to The Antero Foundation on that date. Dividends on the Series A Preferred Stock are cumulative from the date of original issue and payable in cash on the 45 th day following the end of each fiscal quarter, or such other dates as the Board will approve, at a rate of 5.5% per annum on (i) the liquidation preference per share of Series A Preferred Stock (as described below) and (ii) the amount of accrued and unpaid dividends for any prior dividend period on such share of Series A Preferred Stock, if any . At any time following the date of issue, in the event of a change of control, or at any time on or after March 12, 2029, the Company may redeem the Series A Preferred Stock at a price equal to $1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any shares of the Series A Preferred Stock are held by The Antero Foundation at the time of such redemption, the price for redemption of each share of Series A Preferred Stock will be the greater of (i) $1,000 per share, plus any accrued but unpaid dividends, and (ii) the fair market value of the Series A Preferred Stock. On or after March 12, 2029, the holder of each share of Series A Preferred Stock (other than The Antero Foundation) may convert such shares, at any time and from time to time, at the option of the holder into a number of shares of AMC common stock equal to the conversion ratio in effect on the applicable conversion date, subject to certain limitations. The Series A Preferred Stock ranks senior to the AMC common stock as to dividend rights, as well as with respect to rights upon liquidation, winding-up or dissolution of the Company. Holders of the Series A Preferred Stock do not have any voting rights in the Company, except as required by law, or any preemptive rights. (b) Weighted Average Shares Outstanding The following is a reconciliation of the Company’s basic weighted average shares outstanding to diluted weighted average shares outstanding during the periods presented: Three Months Ended March 31, (in thousands) 2018 2019 Basic weighted average number of shares outstanding 186,188 253,877 Add: Dilutive effect of restricted stock units — 300 Add: Dilutive effect of Series A preferred stock — 726 Diluted weighted average number of shares outstanding 186,188 254,903 (c) Earnings Per Common Share Earnings per common share —basic for (i) the three months ended March 31, 2018 is computed by dividing net income (loss) attributable to AMGP by the basic weighted average number of common shares representing limited partner interest in AMGP outstanding during the period and (ii) the three months ended March 31, 2019 is computed by dividing net income (loss) attributable to Antero Midstream Corporation by the basic weighted average number of shares of AMC common stock outstanding during the period. Earnings per common share—assuming dilution for each period is computed after giving consideration to the potential dilution from outstanding equity awards, calculated using the treasury stock method. During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive. Three Months Ended March 31, (in thousands, except per share amounts) 2018 2019 Net income $ 12,805 9,648 Less net income attributable to Series B Units (413) — Less preferred stock dividends — (29) Net income available to common shareholders $ 12,392 9,619 Net income per share–basic and diluted $ 0.07 0.04 Weighted average common shares outstanding–basic 186,188 253,877 Weighted average common shares outstanding–diluted 186,188 254,903 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurement | |
Fair Value Measurement | (14) Fair Value Measurement In connection with Antero Resources’ contribution of Antero Water and certain wastewater treatment assets to Antero Midstream Partners in September 2015 (the “Water Acquisition”), Antero Midstream Partners agreed to pay Antero Resources (a) $125 million in cash if the Antero Midstream Partners delivers 176,295,000 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 Antero Midstream Partners delivers 219,200,000 barrels or more of fresh water during the period between January 1, 2018 and December 31, 2020. This contingent consideration liability is valued based on Level 3 inputs related to expected average volumes and weighted average cost of capital. The following table provides a reconciliation of changes in Level 3 financial liabilities measured at fair value on a recurring basis for the period shown below (in thousands): Contingent acquisition consideration—December 31, 2018 $ — Contingent acquisition consideration assumed from Antero Midstream Partners 116,923 Accretion and change in fair value of contingent acquisition consideration 1,049 Contingent acquisition consideration—March 31, 2019 $ 117,972 The Company accounts for contingent consideration in accordance with applicable accounting guidance pertaining to business combinations. Antero Midstream Partners is contractually obligated to pay Antero Resources contingent consideration in connection with the Water Acquisition, and therefore recorded this contingent consideration liability at the time of the Water Acquisition. The Company updates its assumptions each reporting period based on new developments and adjusts such amounts to fair value based on revised assumptions, if applicable, until such consideration is satisfied through payment upon achievement of the specified objectives or it is eliminated upon failure to achieve the specified objectives. As of March 31, 2019, Antero Midstream Partners expects to pay the entire amount of the contingent consideration for the 176,295,000 barrels or more of fresh water delivered during the period between January 1, 2017 and December 31, 2019, but not for the 219,200,000 barrels or more of fresh water during the period between January 1, 2018 and December 31, 2020 as a result of changes to Antero Resources’ current 2019 budget and long-term outlook. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration liability associated with future milestone payments was based on the risk adjusted present value of the contingent consideration payout. The carrying values of accounts receivable and accounts payable at December 31, 2018 and March 31, 2019 approximated fair value because of their short-term nature. The carrying value of the amounts under the Credit Facility at December 31, 2018 and March 31, 2019 approximated fair value because the variable interest rates are reflective of current market conditions. As of March 31, 2019, the fair value of the Company’s 2024 Notes and 2027 Notes was approximately $655 million and $660 million, respectively, based on Level 2 market data inputs. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2019 | |
Investments in Unconsolidated Affiliates | |
Investments in Unconsolidated Affiliates | (15) Investments in Unconsolidated Affiliates Investment in Antero Midstream Partners Prior to the closing of the Transactions, AMGP did not consolidate Antero Midstream Partners, and AMGP’s share of Antero Midstream Partners’ earnings as a result of AMGP’s ownership of the IDRs was accounted for using the equity method of accounting. AMGP recognized distributions earned from Antero Midstream Partners as “Equity in earnings of unconsolidated affiliates” on its statement of operations in the period in which they were earned and were allocated to AMGP’s capital account. AMGP’s long-term interest in the IDRs on the balance sheet is recorded in “Investment in unconsolidated affiliates.” The ownership of the general partner interests and IDRs did not provide AMGP with any claim to the assets of AMGP other than the balance in its Antero Midstream Partners capital account. Income related to the IDRs was recognized as earned and increased AMGP’s capital account and equity investment. When these distributions were paid to AMGP, they reduce its capital account and its equity investment in Antero Midstream Partners. As a result of the Transactions, Antero Midstream Corporation assumed financial control of Antero Midstream Partners and Antero Midstream Partners is now consolidated (see Note 3—Business Combination). Investment in Stonewall and MarkWest Joint Venture The Company has a 15% equity interest in the gathering system of Stonewall Gas Gathering LLC (“Stonewall”), which operates a 67-mile pipeline on which Antero Resources is an anchor shipper. Antero Midstream Partners has a 50% equity interest in the joint venture (the “Joint Venture”) to develop processing and fractionation assets with MarkWest Energy Partners, L.P. (“MarkWest”), a wholly owned subsidiary of MPLX, LP (“MPLX”). The Joint Venture was formed to develop processing and fractionation assets in Appalachia. MarkWest operates the Joint Venture assets, which consist of processing plants in West Virginia and a one-third interest in two MarkWest fractionators in Ohio. The Company’s net income includes its proportionate share of the net income of the Joint Venture and Stonewall. When the Company records its proportionate share of net income, it increases equity income in the unaudited condensed consolidated statements of operations and comprehensive income and the carrying value of that investment on its balance sheet. When distributions on the Company’s proportionate share of net income are received, they are recorded as reductions to the carrying value of the investment on the balance sheet and are classified as cash inflows from operating activities in accordance with the nature of the distribution approach under ASU No. 2016-15. The Company uses the equity method of accounting to account for its investments in Stonewall and the Joint Venture because it exercises significant influence, but not control, over the entities. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as its ownership interest, representation on the board of directors and participation in policy-making decisions of Stonewall and the Joint Venture. The following table is a reconciliation of our investments in these unconsolidated affiliates: Antero Total Investment Midstream MarkWest in Unconsolidated (in thousands) Partners LP Stonewall (1) Joint Venture Affiliates Balance at December 31, 2018 $ 43,492 — — 43,492 Distributions from unconsolidated affiliates (43,492) — — (43,492) Balance at March 12, 2019 — — — — Investments in unconsolidated affiliates acquired from Antero Midstream Partners — 133,752 956,357 1,090,109 Additional investments — — 65,729 65,729 Equity in net income of unconsolidated affiliates (2) — 307 2,573 2,880 Distributions from unconsolidated affiliates — — (4,775) (4,775) Balance at March 31, 2019 $ — 134,059 1,019,884 1,153,943 (1) Distributions are net of capital requirements retained by Stonewall. (2) As adjusted for the amortization of the difference between the cost of the equity investments in Stonewall and the Joint Venture and the amount of the underlying equity in the new assets of Stonewall and the Joint Venture as of the date of the acquisition of Antero Midstream Partners. |
Reporting Segments
Reporting Segments | 3 Months Ended |
Mar. 31, 2019 | |
Reporting Segments | |
Reporting Segments | (16) Reporting Segments Prior to the closing of the Transactions, AMGP had no reporting segment results. Following the completion of the Transactions, the Company’s operations, which are located in the United States, are organized into two reporting segments: (1) gathering and processing and (2) water handling and treatment. Gathering and Processing The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in West Virginia and Ohio. The gathering and processing segment also includes equity in earnings from the Company’s investments in the Joint Venture and Stonewall. Water Handling and Treatment The Company’s water handling and treatment segment includes two independent systems that deliver fresh water from sources including the Ohio River, local reservoirs as well as several regional waterways. The water handling and treatment segment also includes a wastewater treatment facility that was placed in service in 2018, as well as other fluid handling services, which includes high rate transfer, wastewater transportation, disposal and treatment. See Note 6—Property and Equipment. These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Management evaluates the performance of the Company’s business segments based on operating income. Interest expense is primarily managed and evaluated on a consolidated basis. Summarized financial information concerning the Company’s segments for the periods indicated is shown in the following table (in thousands): Water Gathering and Handling and Consolidated Processing Treatment Unallocated (1) Total Three months ended March 31, 2019 Revenues: Revenue–Antero Resources $ 33,534 22,351 — 55,885 Revenue–third-party — 4 — 4 Amortization of customer contracts (501) (1,280) — (1,781) Total revenues 33,033 21,075 — 54,108 Operating expenses: Direct operating 2,935 12,047 — 14,982 General and administrative (excluding equity-based compensation) 1,020 574 6,792 8,386 Equity-based compensation 377 213 10,833 11,423 Depreciation 2,560 5,090 — 7,650 Accretion and change in fair value of contingent acquisition consideration — 1,049 — 1,049 Accretion of asset retirement obligations — 10 — 10 Total expenses 6,892 18,983 17,625 43,500 Operating income $ 26,141 2,092 (17,625) 10,608 Equity in earnings of unconsolidated affiliates $ 2,880 — — 2,880 Total assets $ 4,818,809 1,841,516 8,102 6,668,427 Additions to property and equipment $ 7,677 8,328 — 16,005 (1) Certain expenses that are not directly attributable to gathering and processing and water handling and treatment are managed and evaluated on a consolidated basis. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2018 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position, and accounting policies, which have been filed with the SEC. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of the Company, these unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of December 31, 2018 and March 31, 2019, and the results the Company’s operations and its cash flows for the three months ended March 31, 2018 and 2019. The Company has no items of other comprehensive income; therefore, net income is equal to its comprehensive income. Certain costs of doing business incurred by Antero Resources on the Company’s behalf have been reflected in the accompanying unaudited condensed consolidated financial statements. These costs include general and administrative expenses provided to the Company by Antero Resources in exchange for: · business services, such as payroll, accounts payable and facilities management; · corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory policy; and · employee compensation, including equity‑based compensation. Transactions between the Company and Antero Resources have been identified in the unaudited condensed consolidated financial statements (see Note 4—Transactions with Affiliates). As of the date these unaudited condensed consolidated financial statements were filed with the SEC, the Company completed its evaluation of potential subsequent events for disclosure and no items requiring disclosure were identified other than as disclosed in Note 12—Dividends. |
Principles of Consolidation | (b) The accompanying unaudited condensed consolidated financial statements include (i) for the period prior to March 13, 2019, the accounts of AMGP and its consolidated subsidiaries, which did not include Antero Midstream Partners and its subsidiaries, and (ii) for the period beginning on March 13, 2019, the accounts of Antero Midstream Corporation and its consolidated subsidiaries, including Antero Midstream Partners and its subsidiaries, which were acquired in the Transactions. See Note 3—Business Combination. |
Revenue Recognition | (c) The Company, through Antero Midstream Partners and its affiliates, provides gathering and compression and water handling and treatment services under fee-based contracts primarily based on throughput or at cost plus a margin. Certain of these contracts contain operating leases of the Company’s assets under GAAP. Under these arrangements, the Company receives fees for gathering gas products, compression services, and water handling and treatment services. The revenue the Company earns from these arrangements is directly related to (1) in the case of natural gas gathering and compression, the volumes of metered natural gas that it gathers, compresses, and delivers to natural gas compression sites or other transmission delivery points, (2) in the case of fresh water services, the quantities of fresh water delivered to its customers for use in their well completion operations, (3) in the case of wastewater treatment services performed by the Company, the quantities of wastewater treated for our customers, or (4) in the case of flowback and produced water services provided by third parties, the third party costs the Company incurs plus 3%. The Company recognizes revenue when it satisfies a performance obligation by delivering a service to a customer or the use of leased assets to a customer. See Note 5—Revenue for the Company’s required disclosures under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . The Company includes lease revenue within revenues by service. |
Use of Estimates | (d) The preparation of the unaudited condensed consolidated financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets, liabilities, and the disclosure of contingent liabilities. Items subject to estimates and assumptions include the useful lives of property and equipment, the valuation of assets and liabilities acquired from Antero Midstream Partners, as well as the valuation of accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. |
Cash and Cash Equivalents | (e) The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments. |
Property and Equipment | (f) Property and equipment primarily consists of gathering pipelines, compressor stations, fresh water delivery pipelines and facilities, and the wastewater treatment facility and related landfill used for the disposal of salt therefrom, stated at historical cost less accumulated depreciation and amortization. The Company capitalizes construction-related direct labor and material costs. Maintenance and repair costs are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives and salvage values of assets. The depreciation of fixed assets recorded under operating lease agreements is included in depreciation expense. 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 operates. When assets are placed into service, management makes estimates with respect to useful lives and salvage values that management believes are reasonable. However, subsequent events could cause a change in estimates, thereby impacting future depreciation amounts. Amortization of landfill airspace consists of the amortization of landfill capital costs, including those that have been incurred and capitalized and estimated future costs for landfill development and construction, as well as the amortization of asset retirement costs arising from landfill final capping, closure, and post-closure obligations. Amortization expense is recorded on a units-of-consumption basis, applying cost as a rate per-cubic yard. The rate per-cubic yard is calculated by dividing each component of the amortizable basis of the landfill by the number of cubic yards needed to fill the corresponding asset’s airspace. Landfill capital costs and closure and post-closure asset retirement costs are generally incurred to support the operation of the landfill over its entire operating life and are, therefore, amortized on a per-cubic yard basis using a landfill’s total airspace capacity. Estimates of disposal capacity and future development costs are created using input from independent engineers and internal technical teams and are reviewed at least annually. However, future events could cause a change in estimates, thereby impacting future amortization amounts. The Company evaluates its 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 based on discounted future cash flows using assumptions as to revenues, costs, and discount rates typical of third party market participants, which is a Level 3 fair value measurement. |
Asset Retirement Obligations | (g) The Company’s asset retirement obligations include its obligation to close, maintain, and monitor landfill cells and support facilities. After the entire landfill reaches capacity and is certified closed, the Company must continue to maintain and monitor the landfill for a post-closure period, which generally extends for 30 years. The Company records the fair value of its landfill retirement obligations as a liability in the period in which the regulatory obligation to retire a specific asset is triggered. For the Company’s individual landfill cells, the required closure and post-closure obligations under the terms of its permits and its intended operation of the landfill cell are triggered and recorded when the cell is placed into service and salt is initially disposed in the landfill cell. The fair value is based on the total estimated costs to close the landfill cell and perform post-closure activities once the landfill cell has reached capacity and is no longer accepting salt. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform closure and post-closure activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Landfill retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a units-of-consumption basis as the disposal capacity is consumed. Asset retirement obligations are recorded for fresh water impoundments and waste water pits when an abandonment date is identified. The Company records the fair value of its freshwater impoundment and waste water pit retirement obligations as liabilities in the period in which the regulatory obligation to retire a specific asset is triggered. The fair value is based on the total reclamation costs of the assets. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform remediation activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Fresh water impoundments and wastewater pit retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a straight-line basis until reclamation. The Company is under no legal obligations, neither contractually nor under the doctrine of promissory estoppel, to restore or dismantle its gathering pipelines, compressor stations, water delivery pipelines and facilities and wastewater treatment facility upon abandonment. The Company’s gathering pipelines, compressor stations, fresh water delivery pipelines and facilities and wastewater treatment facility have an indeterminate life, if properly maintained. Accordingly, the Company is not able to make a reasonable estimate of when future dismantlement and removal dates of its pipelines, compressor stations and facilities will occur. |
Income Taxes | (h) Antero Midstream Corporation recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss carryforwards for income tax purposes and the differences between the financial statement and tax basis of assets and liabilities. The effect of changes in tax laws or tax rates is recognized in income during the period such changes are enacted. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Antero Midstream Corporation regularly reviews its tax positions in each significant taxing jurisdiction during the process of evaluating its tax provision. Antero Midstream Corporation makes adjustments to its tax provision when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; and/or (ii) a tax position is effectively settled with a tax authority at a differing amount. |
Fair Value Measures | (i) The Financial Accounting Standards Board (the “FASB”) ASC Topic 820, Fair Value Measurements and Disclosures , clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures 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 the Company estimates 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. The Company’s 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. The carrying values on the balance sheet of the Company’s cash and cash equivalents, accounts receivable—Antero Resources, accounts receivable—third party, other current assets, accounts payable—Antero Resources, accounts payable, accrued liabilities, other current liabilities, other liabilities and the Credit Facility (as defined in Note 7—Long-Term Debt) approximate fair values due to their short-term maturities. The assets and liabilities of Antero Midstream Partners were recorded at fair value as of the acquisition date, March 12, 2019 (see Note 3—Business Combination). |
Investment in Unconsolidated Affiliates | (j) The Company uses the equity method to account for its investments in companies if the investment provides the Company with the ability to exercise significant influence over, but not control of, the operating and financial policies of the investee. The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of such companies. The Company’s judgment regarding the level of influence over each equity method investee includes considering key factors such as the Company’s ownership interest, representation on the board of directors and participation in policy-making decisions of the investee and material intercompany transactions. See Note 15—Investments in Unconsolidated Affiliates. |
Business Combinations | (k) The Company recognizes and measures 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 one year from the acquisition date, the Company 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. See Note 3—Business Combinations. |
Goodwill and Intangible Assets | (l) Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below 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 implied fair value of goodwill is calculated. The excess, if any, of the book value over the implied fair value of goodwill is charged to net income as an impairment expense. Amortization of intangibles with definite lives is calculated using the straight-line method which is reflective of the benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. Intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible may not be recoverable. If the sum of the expected undiscounted future cash flows related to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. |
Adoption of New Accounting Principle | (k) On February 25, 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-02, Leases , which requires lessees to record lease liabilities and right-of-use assets as of the date of adoption and was incorporated into GAAP as ASC Topic 842. The new lease standard does not substantially change accounting by lessors. The Company adopted the new standard prospectively effective January 1, 2019. The Company is not a party to material contracts as a lessee. The Company determined that Antero Midstream Partners’ contractual arrangement with Antero Resources to provide gathering and compression services is an operating lease of certain of the Company’s assets, which are accounted for under the new ASU (see Note 5—Revenue for information on this arrangement). |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combination | |
Schedule of components of fair value of consideration transferred | The components of the fair value of consideration transferred are as follows (in thousands): Fair value of shares of AMC common stock issued (1) $ 4,017,881 Cash 598,709 Total fair value of consideration transferred $ 4,616,590 (1) The fair value of each share of AMC common stock issued in connection with the Transactions was determined to be $12.54, the closing price of AMGP common shares on March 12, 2019. |
Schedule of estimated fair value of assets acquired and liabilities assumed | . The estimated fair value of assets acquired and liabilities assumed at March 12, 2019, are as follows (in thousands): Cash and cash equivalents $ 619,532 Accounts receivable–Antero Resources 142,312 Accounts receivable–third party 117 Other current assets 1,150 Property and equipment, net 3,639,148 Investments in unconsolidated affiliates 1,090,109 Customer relationships 558,000 Other assets, net 42,887 Total assets acquired 6,093,255 Accounts payable–Antero Resources 3,316 Accounts payable–third party 30,674 Accrued liabilities 87,021 Other current liabilities 537 Long-term debt 2,364,935 Contingent acquisition consideration 116,924 Asset retirement obligations 5,715 Other liabilities 2,809 Total liabilities assumed 2,611,931 Net assets acquired, excluding goodwill 3,481,324 Goodwill 1,135,266 Net assets acquired $ 4,616,590 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue | |
Schedule of minimum revenue amounts under the minimum volume commitments | Minimum revenue amounts under the minimum volume commitments are as follows : Remainder of Year Ended December 31, (in thousands) 2019 2020 2021 2022 2023 2024 Thereafter Total Minimum revenue under the Gathering and Compression Agreement (1) $ 141,040 210,363 209,788 209,788 209,788 210,363 535,756 1,726,886 Minimum revenue under the Water Services Agreement 116,966 — — — — — — 116,966 Total $ 258,006 210,363 209,788 209,788 209,788 210,363 535,756 1,843,852 (1) Minimum volume commitments under the Gathering and Compression Agreement are recognized on a straight-line basis and additional operating lease income is earned when excess volumes are delivered under the contract. The Company is not party to any leases that have not commenced. |
Schedule of disaggregation of revenue | Three Months Ended Segment to which (in thousands) March 31, 2019 revenues relate Revenue from contracts with customers Type of service Gathering—low pressure $ 15,826 Gathering and Processing (1) Gathering—high pressure 9,284 Gathering and Processing (1) Compression 8,424 Gathering and Processing (1) Fresh water delivery 10,776 Water Handling and Treatment Wastewater treatment 2,430 Water Handling and Treatment Other fluid handling 9,149 Water Handling and Treatment Amortization of customer relationships (501) Gathering and Processing Amortization of customer relationships (1,280) Water Handling and Treatment Total $ 54,108 Type of contract Per Unit Fixed Fee $ 33,534 Gathering and Processing (1) Per Unit Fixed Fee 13,206 Water Handling and Treatment Cost plus 3% 9,149 Water Handling and Treatment Amortization of customer relationships (501) Gathering and Processing Amortization of customer relationships (1,280) Water Handling and Treatment Total $ 54,108 (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering system. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property and Equipment | |
Schedule of investment in property and equipment | Estimated March 31, (in thousands) useful lives 2019 Land n/a $ 21,496 Gathering systems and facilities 40—50 years (1) 2,359,714 Fresh water permanent buried pipelines and equipment 10—20 years 670,922 Wastewater treatment facility 30 years 304,478 Fresh water surface pipelines and equipment 1—5 years 52,223 Landfill n/a (2) 65,066 Heavy trucks and equipment 3—5 years 4,047 Above ground storage tanks 5—10 years 4,265 Construction-in-progress n/a 185,116 Total property and equipment 3,667,327 Less accumulated depreciation (7,650) Property and equipment, net $ 3,659,677 (1) Gathering systems and facilities are recognized as a single-leased asset with no residual value. (2) Amortization of landfill costs is recorded over the life of the landfill on a units-of-consumption basis. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Long-term Debt. | |
Schedule of long-term debt | March 31, (in thousands) 2019 Credit Facility (a) $ 1,100,000 5.375% senior notes due 2024 (b) 652,600 5.75% senior notes due 2027 (c) 653,250 Net unamortized debt issuance costs (15,858) Total long-term debt $ 2,389,992 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Liabilities | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2018 and March 31, 2019 consisted of the following items: December 31, March 31, (in thousands) 2018 2019 Capital expenditures $ — 37,657 Operating expenses — 25,045 Interest expense — 6,961 Other 407 3,785 Total accrued liabilities $ 407 73,448 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligations | |
Schedule of reconciliation of our asset retirement obligations | The following is a reconciliation of our asset retirement obligations for the period shown below (in thousands): Asset retirement obligations—December 31, 2018 $ — Antero Midstream Partners asset retirement obligation assumed—March 12, 2019 5,715 Obligations incurred 241 Accretion expense 10 Asset retirement obligations—March 31, 2019 $ 5,966 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity-Based Compensation | |
Summary of restricted unit and phantom unit awards activity | Weighted Average Aggregate Number of grant date intrinsic value units fair value (in thousands) Total AMC LTIP units awarded and unvested—December 31, 2018 — $ — — Granted 1,068,900 $ 14.58 $ 13,476 Total AMC LTIP units awarded and unvested—March 31, 2019 1,068,900 $ 14.58 $ 14,729 (1) Effective as of March 12, 2019, all unvested outstanding phantom units in the AMP LTIP were assumed by the Company and converted into restricted stock units under the AMC LTIP at a conversion rate of 1.8926. |
Cash Distributions - Antero M_2
Cash Distributions - Antero Midstream GP LP (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Cash Distributions-Antero Midstream GP LP | |
Schedule of quarterly distributions AMGP paid | The following table details the amount of quarterly distributions AMGP paid with respect to the quarter indicated (in thousands, except per share data): Common Quarter shareholders Distributions and Year Record Date Distribution Date distributions per share Q4 2017 February 1, 2018 February 20, 2018 $ 13,964 $ 0.075 Q1 2018 May 3, 2018 May 23, 2018 20,109 $ 0.108 Q2 2018 August 2, 2018 August 22, 2018 23,276 $ 0.125 Q3 2018 November 2, 2018 November 21, 2018 26,817 $ 0.144 Total 2018 $ 84,166 Q4 2018 February 1, 2019 February 21, 2019 $ 30,543 $ 0.164 Total 2019 $ 30,543 |
Equity and Earnings Per Commo_2
Equity and Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity and Earnings Per Common Share | |
Schedule of weighted average shares outstanding | Three Months Ended March 31, (in thousands) 2018 2019 Basic weighted average number of shares outstanding 186,188 253,877 Add: Dilutive effect of restricted stock units — 300 Add: Dilutive effect of Series A preferred stock — 726 Diluted weighted average number of shares outstanding 186,188 254,903 |
Schedule of earnings per common share | Three Months Ended March 31, (in thousands, except per share amounts) 2018 2019 Net income $ 12,805 9,648 Less net income attributable to Series B Units (413) — Less preferred stock dividends — (29) Net income available to common shareholders $ 12,392 9,619 Net income per share–basic and diluted $ 0.07 0.04 Weighted average common shares outstanding–basic 186,188 253,877 Weighted average common shares outstanding–diluted 186,188 254,903 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurement | |
Schedule of reconciliation of changes in Level 3 financial liabilities measured at fair value on a recurring basis | The following table provides a reconciliation of changes in Level 3 financial liabilities measured at fair value on a recurring basis for the period shown below (in thousands): Contingent acquisition consideration—December 31, 2018 $ — Contingent acquisition consideration assumed from Antero Midstream Partners 116,923 Accretion and change in fair value of contingent acquisition consideration 1,049 Contingent acquisition consideration—March 31, 2019 $ 117,972 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments in Unconsolidated Affiliates | |
Schedule of reconciliation of investments in unconsolidated affiliates | Antero Total Investment Midstream MarkWest in Unconsolidated (in thousands) Partners LP Stonewall (1) Joint Venture Affiliates Balance at December 31, 2018 $ 43,492 — — 43,492 Distributions from unconsolidated affiliates (43,492) — — (43,492) Balance at March 12, 2019 — — — — Investments in unconsolidated affiliates acquired from Antero Midstream Partners — 133,752 956,357 1,090,109 Additional investments — — 65,729 65,729 Equity in net income of unconsolidated affiliates (2) — 307 2,573 2,880 Distributions from unconsolidated affiliates — — (4,775) (4,775) Balance at March 31, 2019 $ — 134,059 1,019,884 1,153,943 (1) Distributions are net of capital requirements retained by Stonewall. (2) As adjusted for the amortization of the difference between the cost of the equity investments in Stonewall and the Joint Venture and the amount of the underlying equity in the new assets of Stonewall and the Joint Venture as of the date of the acquisition of Antero Midstream Partners. |
Reporting Segments (Tables)
Reporting Segments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Reporting Segments | |
Schedule of financial information concerning the Partnership's segments | Summarized financial information concerning the Company’s segments for the periods indicated is shown in the following table (in thousands): Water Gathering and Handling and Consolidated Processing Treatment Unallocated (1) Total Three months ended March 31, 2019 Revenues: Revenue–Antero Resources $ 33,534 22,351 — 55,885 Revenue–third-party — 4 — 4 Amortization of customer contracts (501) (1,280) — (1,781) Total revenues 33,033 21,075 — 54,108 Operating expenses: Direct operating 2,935 12,047 — 14,982 General and administrative (excluding equity-based compensation) 1,020 574 6,792 8,386 Equity-based compensation 377 213 10,833 11,423 Depreciation 2,560 5,090 — 7,650 Accretion and change in fair value of contingent acquisition consideration — 1,049 — 1,049 Accretion of asset retirement obligations — 10 — 10 Total expenses 6,892 18,983 17,625 43,500 Operating income $ 26,141 2,092 (17,625) 10,608 Equity in earnings of unconsolidated affiliates $ 2,880 — — 2,880 Total assets $ 4,818,809 1,841,516 8,102 6,668,427 Additions to property and equipment $ 7,677 8,328 — 16,005 (1) Certain expenses that are not directly attributable to gathering and processing and water handling and treatment are managed and evaluated on a consolidated basis. |
Organization (Details)
Organization (Details) - $ / shares | Mar. 12, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Series B Unit, Vested and Unvested | |||
Shares exchange ratio | 176.0041 | ||
Antero Midstream Corporation | |||
Common stock, par value (in dollars per share) | $ 0.01 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies | |
Third party out of pocket costs reimbursement (as a percent) | 3.00% |
Asset Retirement Obligations | |
Post-closure period for landfill to maintain and monitor | 30 years |
Business Combination - Fair Val
Business Combination - Fair Value of Consideration Transferred (Details) $ / shares in Units, $ in Thousands | Mar. 12, 2019USD ($)$ / shares |
Components of the fair value of consideration transferred | |
Share price (in dollars per share) | $ / shares | $ 12.54 |
Antero Midstream Partners | |
Components of the fair value of consideration transferred | |
Fair value of shares of Antero Midstream Corporation issued | $ 4,017,881 |
Cash | 598,709 |
Total fair value of consideration transferred | $ 4,616,590 |
Business Combination - Estimate
Business Combination - Estimated Fair Value of Assets Acquired and Liabilites Assumed (Details) - USD ($) $ in Thousands | Mar. 12, 2019 | Mar. 31, 2019 |
Estimated fair value of assets acquired and liabilities assumed | ||
Goodwill | $ 1,135,266 | |
Antero Midstream Partners | ||
Estimated fair value of assets acquired and liabilities assumed | ||
Cash and cash equivalents | $ 619,532 | |
Other current assets | 1,150 | |
Property and equipment, net | 3,639,148 | |
Investments in unconsolidated affiliates | 1,090,109 | |
Customer relationships | 558,000 | |
Other assets, net | 42,887 | |
Total assets acquired | 6,093,255 | |
Accrued liabilities | 87,021 | |
Other current liabilities | 537 | |
Long-term debt | 2,364,935 | |
Contingent acquisition consideration | 116,924 | |
Asset retirement obligations | 5,715 | |
Other liabilities | 2,809 | |
Total liabilities assumed | 2,611,931 | |
Net assets acquired, excluding goodwill | 3,481,324 | |
Goodwill | 1,135,266 | |
Net assets acquired | 4,616,590 | |
Acquisition-related costs | 6,000 | |
Antero Midstream Partners | Antero Resources | ||
Estimated fair value of assets acquired and liabilities assumed | ||
Accounts receivable | 142,312 | |
Accounts payable | 3,316 | |
Antero Midstream Partners | Third Party | ||
Estimated fair value of assets acquired and liabilities assumed | ||
Accounts receivable | 117 | |
Accounts payable | $ 30,674 |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - Antero Resources - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Allocation of costs | ||
Direct labor expenses | $ 0.4 | $ 0 |
General and administrative expense | $ 1.6 | $ 0.1 |
Revenue (Details)
Revenue (Details) | Nov. 10, 2014 | Mar. 31, 2019 |
Agreements | ||
Third party out of pocket costs reimbursement (as a percent) | 3.00% | |
Minimum volume commitment that require Antero to pay for high pressure lines | 75.00% | |
Minimum volume commitment that require Antero to pay for compressor stations | 70.00% | |
Term of new construction | 10 years | |
Number of barrels per day | 120,000 | |
Gathering And Compression Agreement | ||
Agreements | ||
Notice period | 180 days | |
Term of agreement with Antero Resources | 20 years | |
Water Services Agreement | ||
Agreements | ||
Third party out of pocket costs reimbursement (as a percent) | 3.00% |
Revenue - Minimum Volume Commit
Revenue - Minimum Volume Commitments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 1,843,852 |
Gathering And Compression Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | 1,726,886 |
Water Services Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | 116,966 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 258,006 |
Expected timing of satisfaction period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Gathering And Compression Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 141,040 |
Expected timing of satisfaction period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Water Services Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 116,966 |
Expected timing of satisfaction period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 210,363 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Gathering And Compression Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 210,363 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 209,788 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Gathering And Compression Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 209,788 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 209,788 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Gathering And Compression Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 209,788 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 209,788 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Gathering And Compression Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 209,788 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 210,363 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Gathering And Compression Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 210,363 |
Expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 535,756 |
Expected timing of satisfaction period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Gathering And Compression Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Minimum revenue amounts | $ 535,756 |
Expected timing of satisfaction period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Water Services Agreement | |
Minimum revenue amounts under the minimum volume commitments | |
Expected timing of satisfaction period |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Disaggregation of Revenue | |
Amortization of customer relationships | $ (1,781) |
Total revenue | 54,108 |
Gathering—low pressure | |
Disaggregation of Revenue | |
Revenue from contracts with customers | 15,826 |
Gathering—high pressure | |
Disaggregation of Revenue | |
Revenue from contracts with customers | 9,284 |
Compression | |
Disaggregation of Revenue | |
Revenue from contracts with customers | 8,424 |
Fresh water delivery | |
Disaggregation of Revenue | |
Revenue from contracts with customers | 10,776 |
Wastewater treatment | |
Disaggregation of Revenue | |
Revenue from contracts with customers | 2,430 |
Other fluid handling | |
Disaggregation of Revenue | |
Revenue from contracts with customers | 9,149 |
Cost plus 3% | |
Disaggregation of Revenue | |
Revenue from contracts with customers | 9,149 |
Gathering And Processing | |
Disaggregation of Revenue | |
Amortization of customer relationships | (501) |
Gathering And Processing | Fixed Fee | |
Disaggregation of Revenue | |
Revenue from contracts with customers | 33,534 |
Water Handling and Treatment | |
Disaggregation of Revenue | |
Amortization of customer relationships | (1,280) |
Water Handling and Treatment | Fixed Fee | |
Disaggregation of Revenue | |
Revenue from contracts with customers | $ 13,206 |
Revenue - Transaction Price All
Revenue - Transaction Price Allocation and Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Original expected duration | true | |
Receivables from contracts with customers | $ 111 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Property and Equipment | |
Total property and equipment | $ 3,667,327 |
Less accumulated depreciation | (7,650) |
Property and equipment, net | 3,659,677 |
Land | |
Property and Equipment | |
Total property and equipment | 21,496 |
Gathering systems and facilities | |
Property and Equipment | |
Total property and equipment | 2,359,714 |
Residual value | $ 0 |
Gathering systems and facilities | Minimum | |
Property and Equipment | |
Estimated useful lives | 40 years |
Gathering systems and facilities | Maximum | |
Property and Equipment | |
Estimated useful lives | 50 years |
Fresh water permanent buried pipelines and equipment | |
Property and Equipment | |
Total property and equipment | $ 670,922 |
Fresh water permanent buried pipelines and equipment | Minimum | |
Property and Equipment | |
Estimated useful lives | 10 years |
Fresh water permanent buried pipelines and equipment | Maximum | |
Property and Equipment | |
Estimated useful lives | 20 years |
Wastewater treatment facility | |
Property and Equipment | |
Estimated useful lives | 30 years |
Total property and equipment | $ 304,478 |
Fresh water surface pipelines and equipment | |
Property and Equipment | |
Total property and equipment | $ 52,223 |
Fresh water surface pipelines and equipment | Minimum | |
Property and Equipment | |
Estimated useful lives | 1 year |
Fresh water surface pipelines and equipment | Maximum | |
Property and Equipment | |
Estimated useful lives | 5 years |
Landfill | |
Property and Equipment | |
Total property and equipment | $ 65,066 |
Heavy trucks and equipment | |
Property and Equipment | |
Total property and equipment | $ 4,047 |
Heavy trucks and equipment | Minimum | |
Property and Equipment | |
Estimated useful lives | 3 years |
Heavy trucks and equipment | Maximum | |
Property and Equipment | |
Estimated useful lives | 5 years |
Above ground storage tanks | |
Property and Equipment | |
Total property and equipment | $ 4,265 |
Above ground storage tanks | Minimum | |
Property and Equipment | |
Estimated useful lives | 5 years |
Above ground storage tanks | Maximum | |
Property and Equipment | |
Estimated useful lives | 10 years |
Construction-in-progress | |
Property and Equipment | |
Total property and equipment | $ 185,116 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | Feb. 25, 2019 | Sep. 13, 2016 | Mar. 31, 2019 | Dec. 31, 2018 | May 09, 2018 |
Long-term debt | |||||
Net unamortized debt issuance costs | $ (15,858,000) | ||||
Long-term debt, net | 2,389,992,000 | ||||
AMGP Credit Facility | AMGP | |||||
Long-term debt | |||||
Long-term debt | $ 0 | ||||
Maximum borrowing capacity | $ 12,000,000 | ||||
New revolving credit facility | |||||
Long-term debt | |||||
Long-term debt | 1,100,000,000 | ||||
New revolving credit facility | Antero Midstream Partners | |||||
Long-term debt | |||||
Long-term debt | 1,100,000,000 | ||||
Maximum borrowing capacity | 2,000,000,000 | ||||
Outstanding balance | $ 0 | ||||
Weighted average interest rate | 3.79% | ||||
New revolving credit facility | Investment Grade Period | |||||
Long-term debt | |||||
Margin rates (in basis points) | 0.25% | ||||
New revolving credit facility | Investment Grade Period | Minimum | |||||
Long-term debt | |||||
Commitment fees on the unused portion (as a percent) | 0.175% | ||||
New revolving credit facility | Investment Grade Period | Maximum | |||||
Long-term debt | |||||
Commitment fees on the unused portion (as a percent) | 0.375% | ||||
New revolving credit facility | Not Investment Grade Period | Minimum | |||||
Long-term debt | |||||
Commitment fees on the unused portion (as a percent) | 0.25% | ||||
New revolving credit facility | Not Investment Grade Period | Maximum | |||||
Long-term debt | |||||
Commitment fees on the unused portion (as a percent) | 0.375% | ||||
5.375% Senior Notes due 2024 | |||||
Long-term debt | |||||
Long-term debt | $ 652,600,000 | ||||
5.375% Senior Notes due 2024 | Finance Corp and together with Antero Midstream Partners | |||||
Long-term debt | |||||
Face amount | $ 650,000,000 | ||||
Interest rate (as a percent) | 5.375% | ||||
Debt instrument redemption percentage upon change of control | 101.00% | ||||
5.375% Senior Notes due 2024 | Maximum | Finance Corp and together with Antero Midstream Partners | |||||
Long-term debt | |||||
Percent of aggregate principal amount that can be redeemed | 35.00% | ||||
5.375% Senior Notes due 2024 | Redemption period one | Finance Corp and together with Antero Midstream Partners | |||||
Long-term debt | |||||
Debt instrument redemption percentage | 104.031% | ||||
5.375% Senior Notes due 2024 | Redemption period two | Finance Corp and together with Antero Midstream Partners | |||||
Long-term debt | |||||
Debt instrument redemption percentage | 100.00% | ||||
5.375% Senior Notes due 2024 | Redemption period three | Finance Corp and together with Antero Midstream Partners | |||||
Long-term debt | |||||
Debt instrument redemption percentage | 105.375% | ||||
Debt instrument redemption percentage with payment of premium and interest | 100.00% | ||||
5.75% Senior Notes Due 2027 | |||||
Long-term debt | |||||
Long-term debt | $ 653,250,000 | ||||
Face amount | $ 650,000,000 | ||||
Interest rate (as a percent) | 5.75% | ||||
Debt instrument redemption percentage upon change of control | 101.00% | ||||
5.75% Senior Notes Due 2027 | Maximum | |||||
Long-term debt | |||||
Percent of aggregate principal amount that can be redeemed | 35.00% | ||||
5.75% Senior Notes Due 2027 | Redemption period one | |||||
Long-term debt | |||||
Debt instrument redemption percentage | 102.875% | ||||
5.75% Senior Notes Due 2027 | Redemption period two | |||||
Long-term debt | |||||
Debt instrument redemption percentage | 100.00% | ||||
5.75% Senior Notes Due 2027 | Redemption period three | |||||
Long-term debt | |||||
Debt instrument redemption percentage | 105.75% | ||||
Debt instrument redemption percentage with payment of premium and interest | 100.00% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities | ||
Capital expenditures | $ 37,657 | |
Operating expenses | 25,045 | |
Interest expense | 6,961 | |
Other | 3,785 | $ 407 |
Total accrued liabilities | $ 73,448 | $ 407 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Asset Retirement Obligations | |
Antero Midstream Partners asset retirement obligation assumed—March 12, 2019 | $ 5,715 |
Obligations incurred | 241 |
Accretion expense | 10 |
Asset retirement obligations | $ 5,966 |
Equity Based Compensation (Deta
Equity Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 12, 2019 | Mar. 31, 2019 | Mar. 12, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Additional disclosures | ||||||
Expense recognized | $ 500 | $ 11,423 | ||||
Unamortized expense | 55,000 | 55,000 | ||||
Common Stock | ||||||
Additional disclosures | ||||||
Shares exchanged | 5,782,601 | |||||
Antero Resources | ||||||
Additional disclosures | ||||||
Unamortized expense | 49,000 | 49,000 | ||||
Midstream LTIP | ||||||
Additional disclosures | ||||||
Unamortized expense | $ 11,000 | $ 11,000 | ||||
Weighted average period for recognizing unrecognized stock-based compensation expense | 2 years 3 months 18 days | |||||
Restricted unit and phantom unit awards | ||||||
Number of units | ||||||
Granted (in shares) | 1,068,900 | |||||
Total awarded and unvested at the end of the period (in shares) | 1,068,900 | 1,068,900 | ||||
Weighted average grant date fair value | ||||||
Granted (in dollars per unit) | $ 14.58 | |||||
Total awarded and unvested at the end of the period (in dollars per unit) | $ 14.58 | $ 14.58 | ||||
Aggregate intrinsic value | ||||||
Granted | $ 13,476 | $ 13,476 | ||||
Total awarded and unvested at the end of the period | $ 14,729 | 14,729 | ||||
Series B unit awards | ||||||
Additional disclosures | ||||||
Units vested | 65,745 | |||||
2017 AMGP LTIP | ||||||
Additional disclosures | ||||||
Expense recognized | 200 | $ 200 | ||||
Shares exchange ratio | 1.8926 | |||||
Awards issued | 0 | |||||
Awards outstanding | 0 | |||||
Series B Unit, Vested and Unvested | ||||||
Additional disclosures | ||||||
Shares exchange ratio | 176.0041 | |||||
Exchanged B Units | ||||||
Additional disclosures | ||||||
Expense recognized | $ 10,600 | |||||
Shares exchanged | 17,353,999 | |||||
Unvested Series B Units | ||||||
Additional disclosures | ||||||
Shares converted | 32,855 | |||||
IDR LLC | ||||||
Additional disclosures | ||||||
Percentage of amount of quarterly distribution in excess of threshold limit | 6.00% | |||||
Threshold limit for quarterly distribution | $ 7,500 | |||||
IDR LLC | Series B unit awards | ||||||
Additional disclosures | ||||||
Authorized units | 98,600 | |||||
Outstanding units | 98,600 | |||||
Threshold limit for conversion of units to common shares | $ 2,000,000 | |||||
IDR LLC | Series B unit awards | Maximum | ||||||
Additional disclosures | ||||||
Percentage of amount of equity value in excess of threshold limit for conversion of units to common shares | 6.00% | |||||
IDR LLC | Series B Unit Awards classified as equity | ||||||
Additional disclosures | ||||||
Floor equity value | $ 2,000,000 | $ 2,000,000 | ||||
Expected volatility (as a percent) | 40.00% | |||||
Risk free rate (as a percent) | 2.51% | |||||
Weighted average cost of capital (as a percent) | 7.25% | |||||
Estimated value (in dollars per unit) | $ 1,257 |
Cash Distribution-Antero Midstr
Cash Distribution-Antero Midstream GP LP (Details) - Antero Midstream GP LP - Common shareholders - USD ($) $ / shares in Units, $ in Thousands | Feb. 21, 2019 | Nov. 21, 2018 | Aug. 22, 2018 | May 23, 2018 | Feb. 20, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Partnership equity and distributions | |||||||
Distributions | $ 30,543 | $ 26,817 | $ 23,276 | $ 20,109 | $ 13,964 | $ 30,543 | $ 84,166 |
Distributions per share (in dollars per share) | $ 0.1640 | $ 0.1440 | $ 0.1250 | $ 0.1080 | $ 0.0750 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2019 | Mar. 31, 2019 |
Dividends | ||
Cash dividends declared per common share | $ 0.3025 | |
Series A | ||
Dividends | ||
Preferred stock dividends accrued | $ 29 | |
Series A | Forecast | ||
Dividends | ||
Preferred stock dividends accrued | $ 98 |
Equity and Earnings Per Commo_3
Equity and Earnings Per Common Share (Details) - $ / shares | Mar. 12, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Number of shares authorized | 100,000,000 | 100,000,000 | 0 |
Series A Preferred Stock | |||
Shares issued for acquisition | 10,000 | ||
Preferred stock dividend rate | 5.50% | ||
Redemption price per share | $ 1,000 |
Equity and Earnings Per Commo_4
Equity and Earnings Per Common Share - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity and Earnings Per Common Share | ||
Basic weighted average number of shares outstanding | 253,877 | 186,188 |
Add: Dilutive effect of restrictive stock units | 300 | |
Add: Dilutive effect of Series A preferred stock | 726 | |
Diluted weighted average number of shares outstanding | 254,903 | 186,188 |
Equity and Earnings Per Commo_5
Equity and Earnings Per Common Share - Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity and Earnings Per Common Share | ||
Net income | $ 9,648 | $ 12,805 |
Less net income attributable to Series B Units | (413) | |
Less preferred stock dividends | (29) | |
Net income available to common shareholders | $ 9,619 | $ 12,392 |
Net income per share–basic and diluted (in dollars per share) | $ 0.04 | $ 0.07 |
Weighted average common shares outstanding–basic | 253,877 | 186,188 |
Weighted average common shares outstanding–diluted | 254,903 | 186,188 |
Fair Value Measurement (Details
Fair Value Measurement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended |
Sep. 30, 2015USD ($)bbl | Mar. 31, 2019USD ($) | |
Level 2 | 5.375% Senior Notes due 2024 | ||
Fair value measurement | ||
Debt instrument fair value | $ 655,000 | |
Level 2 | 5.75% Senior Notes Due 2027 | ||
Fair value measurement | ||
Debt instrument fair value | 660,000 | |
Level 3 | ||
Reconciliation of changes in Level 3 financial liabilities measured at fair value on a recurring basis | ||
Contingent acquisition consideration assumed from Antero Midstream Partners | 116,923 | |
Accretion and change in fair value | 1,049 | |
Ending balance | $ 117,972 | |
Contribution Agreement | Contingent Consideration Period One | ||
Fair value measurement | ||
Contingent consideration | $ 125,000 | |
Threshold number of barrels of water to trigger contingent consideration payment | bbl | 176,295,000 | |
Contribution Agreement | Contingent Consideration Period Two | ||
Fair value measurement | ||
Contingent consideration | $ 125,000 | |
Threshold number of barrels of water to trigger contingent consideration payment | bbl | 219,200,000 |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliates (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2019USD ($)itemmi | Mar. 12, 2019USD ($) | Mar. 31, 2019USD ($)itemmi | Mar. 31, 2018USD ($) | |
Investments in unconsolidated affiliates | ||||
Balance at beginning of period | $ 43,492 | $ 43,492 | ||
Investments in unconsolidated affiliates acquired from Antero Midstream Partners | $ 1,090,109 | |||
Additional investments | 65,729 | |||
Equity in net income of unconsolidated affiliates | 2,880 | 2,880 | $ 28,453 | |
Distributions from unconsolidated affiliates | (4,775) | (43,492) | (4,775) | |
Balance at end of period | $ 1,153,943 | 1,153,943 | ||
Antero Midstream Partners LP | ||||
Investments in unconsolidated affiliates | ||||
Balance at beginning of period | 43,492 | $ 43,492 | ||
Distributions from unconsolidated affiliates | $ (43,492) | |||
Stonewall | ||||
Equity Method Investments | ||||
Ownership percentage | 15.00% | 15.00% | ||
Number of miles of pipeline | mi | 67 | 67 | ||
Investments in unconsolidated affiliates | ||||
Investments in unconsolidated affiliates acquired from Antero Midstream Partners | $ 133,752 | |||
Equity in net income of unconsolidated affiliates | 307 | |||
Balance at end of period | $ 134,059 | $ 134,059 | ||
MarkWest Joint venture | ||||
Equity Method Investments | ||||
Ownership percentage | 50.00% | 50.00% | ||
Percentage of interest held by joint venture in third party fractionator in Ohio | 33.33% | |||
Number of fractionators | item | 2 | 2 | ||
Investments in unconsolidated affiliates | ||||
Investments in unconsolidated affiliates acquired from Antero Midstream Partners | $ 956,357 | |||
Additional investments | 65,729 | |||
Equity in net income of unconsolidated affiliates | 2,573 | |||
Distributions from unconsolidated affiliates | (4,775) | |||
Balance at end of period | $ 1,019,884 | $ 1,019,884 |
Reporting Segments (Details)
Reporting Segments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($)segmentitem | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Reporting Segments | ||||
Number of reportable segments | segment | 2 | |||
Revenues: | ||||
Amortization of customer relationships | $ (1,781) | |||
Total revenue | 54,108 | |||
Operating expenses: | ||||
Direct operating | 14,982 | |||
General and administrative expense (excluding equity-based compensation) | 8,386 | |||
Equity-based compensation | $ 500 | 11,423 | ||
Depreciation | 7,650 | |||
Accretion and change in fair value of contingent acquisition consideration | 1,049 | |||
Accretion of asset retirement obligations | 10 | |||
Total operating expenses | 43,500 | $ 9,560 | ||
Operating income | 10,608 | (9,560) | ||
Equity in earnings of unconsolidated affiliates | 2,880 | 2,880 | $ 28,453 | |
Total assets | 6,668,427 | 6,668,427 | $ 47,705 | |
Additions to property and equipment | 16,005 | |||
Antero Resources | ||||
Revenues: | ||||
Revenue | 55,885 | |||
Third party | ||||
Revenues: | ||||
Revenue | 4 | |||
Gathering And Processing | ||||
Revenues: | ||||
Amortization of customer relationships | $ (501) | |||
Water Handling and Treatment | ||||
Reporting Segments | ||||
Number of independent fresh water systems | item | 2 | |||
Revenues: | ||||
Amortization of customer relationships | $ (1,280) | |||
Operating Segments | Gathering And Processing | ||||
Revenues: | ||||
Amortization of customer relationships | (501) | |||
Total revenue | 33,033 | |||
Operating expenses: | ||||
Direct operating | 2,935 | |||
General and administrative expense (excluding equity-based compensation) | 1,020 | |||
Equity-based compensation | 377 | |||
Depreciation | 2,560 | |||
Total operating expenses | 6,892 | |||
Operating income | 26,141 | |||
Equity in earnings of unconsolidated affiliates | 2,880 | |||
Total assets | 4,818,809 | 4,818,809 | ||
Additions to property and equipment | 7,677 | |||
Operating Segments | Gathering And Processing | Antero Resources | ||||
Revenues: | ||||
Revenue | 33,534 | |||
Operating Segments | Water Handling and Treatment | ||||
Revenues: | ||||
Amortization of customer relationships | (1,280) | |||
Total revenue | 21,075 | |||
Operating expenses: | ||||
Direct operating | 12,047 | |||
General and administrative expense (excluding equity-based compensation) | 574 | |||
Equity-based compensation | 213 | |||
Depreciation | 5,090 | |||
Accretion and change in fair value of contingent acquisition consideration | 1,049 | |||
Accretion of asset retirement obligations | 10 | |||
Total operating expenses | 18,983 | |||
Operating income | 2,092 | |||
Total assets | 1,841,516 | 1,841,516 | ||
Additions to property and equipment | 8,328 | |||
Operating Segments | Water Handling and Treatment | Antero Resources | ||||
Revenues: | ||||
Revenue | 22,351 | |||
Operating Segments | Water Handling and Treatment | Third party | ||||
Revenues: | ||||
Revenue | 4 | |||
Unallocated | ||||
Operating expenses: | ||||
General and administrative expense (excluding equity-based compensation) | 6,792 | |||
Equity-based compensation | 10,833 | |||
Total operating expenses | 17,625 | |||
Operating income | (17,625) | |||
Total assets | $ 8,102 | $ 8,102 |