Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 11, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-38075 | ||
Entity Registrant Name | ANTERO MIDSTREAM CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1748605 | ||
Entity Address, Address Line One | 1615 Wynkoop Street | ||
Entity Address, City or Town | Denver | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80202 | ||
City Area Code | 303 | ||
Local Phone Number | 357-7310 | ||
Title of 12(b) Security | Common Stock, par value $0.01 | ||
Trading Symbol | AM | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
ICFR Auditor Attestation Flag | true | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 477,682,750 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Denver, CO | ||
Auditor Firm ID | 185 | ||
Entity Central Index Key | 0001623925 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 3.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 640 | |
Accounts receivable - Antero Resources | $ 81,197 | 73,722 |
Accounts receivable - third party | 747 | 839 |
Income tax receivable | 940 | 17,251 |
Other current assets | 920 | 1,479 |
Total current assets | 83,804 | 93,931 |
Property and equipment, net | 3,394,746 | 3,254,044 |
Investments in unconsolidated affiliates | 696,009 | 722,478 |
Deferred income tax asset | 103,402 | |
Customer relationships | 1,356,775 | 1,427,447 |
Other assets, net | 12,667 | 9,610 |
Total assets | 5,544,001 | 5,610,912 |
Current liabilities: | ||
Accounts payable - Antero Resources | 4,956 | 3,862 |
Accounts payable - third party | 23,592 | 9,495 |
Accrued liabilities | 80,838 | 74,947 |
Other current liabilities | 4,623 | 5,701 |
Total current liabilities | 114,009 | 94,005 |
Long-term liabilities: | ||
Long-term debt | 3,122,910 | 3,091,626 |
Deferred income tax liability | 13,721 | |
Other | 6,663 | 6,995 |
Total liabilities | 3,257,303 | 3,192,626 |
Stockholders' Equity: | ||
Preferred stock | ||
Common stock, $0.01 par value; 2,000,000 authorized; 476,639 and 477,495 issued and outstanding as of December 31, 2020 and 2021, respectively | 4,775 | 4,766 |
Additional paid-in capital | 2,414,398 | 2,877,612 |
Accumulated deficit | (132,475) | (464,092) |
Total stockholders' equity | 2,286,698 | 2,418,286 |
Total liabilities and stockholders' equity | 5,544,001 | 5,610,912 |
Series A Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 477,495,000 | 476,639,000 |
Common stock, shares outstanding | 477,495,000 | 476,639,000 |
Series A Preferred Stock | ||
Preferred stock, authorized shares | 12,000 | 12,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Amortization of customer relationships | $ (70,672) | $ (70,672) | $ (57,010) |
Total revenue | 898,202 | 900,719 | 792,588 |
Operating expenses: | |||
Direct operating | 157,120 | 165,386 | 195,818 |
General and administrative (including $73,517, $12,778 and $13,529 of equity-based compensation in 2019, 2020 and 2021, respectively) | 63,838 | 52,213 | 118,113 |
Facility idling | 3,997 | 15,219 | 11,401 |
Depreciation | 108,790 | 108,790 | 95,526 |
Impairment of property and equipment | 5,042 | 98,179 | 409,739 |
Impairment of goodwill | 575,461 | 340,350 | |
Impairment of customer relationships | 11,871 | ||
Accretion of asset retirement obligations | 460 | 180 | 187 |
Accretion and change in fair value of contingent acquisition consideration | 8,076 | ||
Loss on asset sale | 3,628 | 2,929 | |
Total operating expenses | 342,875 | 1,018,357 | 1,191,081 |
Operating income (loss) | 555,327 | (117,638) | (398,493) |
Interest expense, net | (175,281) | (147,007) | (110,402) |
Equity in earnings of unconsolidated affiliates | 90,451 | 86,430 | 51,315 |
Loss on early extinguishment of debt | (21,757) | ||
Total other expense | (106,587) | (60,577) | (59,087) |
Income (loss) before income taxes | 448,740 | (178,215) | (457,580) |
Income tax benefit (expense) | (117,123) | 55,688 | 102,466 |
Net income (loss) and comprehensive income (loss) | $ 331,617 | $ (122,527) | $ (355,114) |
Net income (loss) per share-basic (in dollars per share) | $ 0.69 | $ (0.26) | $ (0.80) |
Net income (loss) per share-diluted (in dollars per share) | $ 0.69 | $ (0.26) | $ (0.80) |
Weighted average common shares outstanding: | |||
Basic (in shares) | 477,270 | 478,278 | 442,640 |
Diluted (in shares) | 479,736 | 478,278 | 442,640 |
Natural Gas, Gathering, Transportation, Marketing and Processing - Affiliate | |||
Revenue: | |||
Total operating revenues | $ 749,737 | $ 711,459 | $ 543,538 |
Natural Gas Water Handling and Treatment - Affiliate | |||
Revenue: | |||
Total operating revenues | 218,621 | $ 259,932 | 306,010 |
Natural Gas Water Handling and Treatment | |||
Revenue: | |||
Total operating revenues | $ 516 | $ 50 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Operations and Comprehensive Income | |||
Equity-based compensation | $ 13,529 | $ 12,778 | $ 73,517 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Shareholders | Series B Unitholders | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ (41,969) | $ 72,830 | $ 30,861 | |||
Distributions to unitholders | (30,543) | (3,720) | (34,263) | |||
Dividends to stockholders | $ (461,934) | (461,934) | ||||
Net (loss) and comprehensive (loss) pre-acquisition | (13,549) | (13,549) | ||||
Equity-based compensation pre-acquisition | 7,034 | 7,034 | ||||
Exchange of common shares for shares of common stock and cash consideration paid | $ 79,027 | $ (69,110) | $ 5,066 | 4,002,898 | 4,017,881 | |
Exchange of common shares for shares of common stock and cash consideration paid (in shares) | 506,641 | |||||
Equity-based compensation | 66,483 | 66,483 | ||||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | $ 3 | (2,018) | (2,015) | |||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes (in shares) | 297 | |||||
Repurchases and retirement of common stock | $ (229) | (125,290) | (125,519) | |||
Repurchases and retirement of common stock (in shares) | (22,896) | |||||
Net loss and comprehensive loss post-acquisition | $ (341,565) | (341,565) | ||||
Net income (loss) and comprehensive income (loss) | (355,114) | |||||
Balance at Dec. 31, 2019 | $ 4,840 | 3,480,139 | (341,565) | 3,143,414 | ||
Balance (shares) at Dec. 31, 2019 | 484,042 | |||||
Dividends to stockholders | (590,190) | (590,190) | ||||
Equity-based compensation | 12,778 | 12,778 | ||||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | $ 5 | (481) | (476) | |||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes (in shares) | 507 | |||||
Repurchases and retirement of common stock | $ (79) | (24,634) | (24,713) | |||
Repurchases and retirement of common stock (in shares) | (7,910) | |||||
Net income (loss) and comprehensive income (loss) | (122,527) | (122,527) | ||||
Balance at Dec. 31, 2020 | $ 4,766 | 2,877,612 | (464,092) | $ 2,418,286 | ||
Balance (shares) at Dec. 31, 2020 | 476,639 | 476,639 | ||||
Dividends to stockholders | (471,721) | $ (471,721) | ||||
Equity-based compensation | 13,529 | 13,529 | ||||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | $ 9 | (5,022) | (5,013) | |||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes (in shares) | 856 | |||||
Net income (loss) and comprehensive income (loss) | 331,617 | 331,617 | ||||
Balance at Dec. 31, 2021 | $ 4,775 | $ 2,414,398 | $ (132,475) | $ 2,286,698 | ||
Balance (shares) at Dec. 31, 2021 | 477,495 | 477,495 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows provided by (used in) operating activities: | |||
Net income (loss) | $ 331,617 | $ (122,527) | $ (355,114) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 108,790 | 108,790 | 95,526 |
Accretion and change in fair value of contingent acquisition consideration | 460 | 180 | 8,263 |
Payment of contingent consideration in excess of acquisition date fair value | (8,076) | ||
Impairment | 5,042 | 673,640 | 761,960 |
Deferred income tax expense (benefit) | 117,123 | (171) | (101,927) |
Equity-based compensation | 13,529 | 12,778 | 73,517 |
Equity in earnings of unconsolidated affiliates | (90,451) | (86,430) | (51,315) |
Distributions from unconsolidated affiliates | 118,990 | 98,858 | 64,320 |
Distributions from Antero Midstream Partners LP, prior to the Simplification Transactions | 43,492 | ||
Amortization of customer relationships | 70,672 | 70,672 | 57,010 |
Amortization of deferred financing costs | 5,549 | 4,503 | 3,183 |
Settlement of asset retirement obligations | (1,385) | (2,183) | |
Loss on asset sale | 3,628 | 2,929 | |
Loss on early extinguishment of debt | 21,757 | ||
Changes in assets and liabilities: | |||
Accounts receivable-Antero Resources | (7,475) | 27,306 | 42,484 |
Accounts receivable-third party | 904 | 1,434 | 185 |
Income tax receivable | 16,311 | (17,251) | |
Other current assets | 550 | 155 | (335) |
Accounts payable-Antero Resources | 792 | 716 | (2,103) |
Accounts payable-third party | 695 | 1,201 | (9,762) |
Income taxes payable | (15,678) | ||
Accrued liabilities | (7,346) | (13,142) | 8,681 |
Net cash provided by operating activities | 709,752 | 753,382 | 622,387 |
Cash flows provided by (used in) investing activities: | |||
Investments in unconsolidated affiliates | (2,070) | (25,267) | (154,359) |
Cash received on acquisition of Antero Midstream Partners LP | 619,532 | ||
Cash consideration paid to Antero Midstream Partners LP unitholders | (598,709) | ||
Cash received in asset sale | 1,653 | 822 | |
Change in other assets | 1,938 | 901 | |
Change in other liabilities | (1,050) | ||
Net cash used in investing activities | (233,242) | (219,231) | (525,675) |
Cash flows provided by (used in) financing activities: | |||
Dividends to stockholders | (471,171) | (589,640) | (492,103) |
Dividends to preferred stockholders | (550) | (550) | (374) |
Distributions to Series B unitholders | (3,720) | ||
Repurchases of common stock | (24,713) | (125,519) | |
Issuance of senior notes | 750,000 | 550,000 | 650,000 |
Redemption of senior notes | (667,472) | ||
Payments of deferred financing costs | (16,603) | (6,283) | (8,894) |
Repayments on bank credit facilities, net | (66,300) | (346,000) | (115,500) |
Payment of contingent acquisition consideration | (116,924) | ||
Employee tax withholding for settlement of equity compensation awards | (5,013) | (476) | (2,015) |
Other | (41) | (160) | (174) |
Net cash used in financing activities | (477,150) | (534,746) | (98,299) |
Net decrease in cash and cash equivalents | (640) | (595) | (1,587) |
Cash and cash equivalents, beginning of period | 640 | 1,235 | 2,822 |
Cash and cash equivalents, end of period | 640 | 1,235 | |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 179,748 | 140,732 | 83,016 |
Cash received (paid) during the period for income taxes | 16,311 | 39,205 | (16,079) |
Increase (decrease) in accrued capital expenditures and accounts payable for property and equipment | 26,995 | (14,472) | (6,215) |
Gathering systems and facilities | |||
Cash flows provided by (used in) investing activities: | |||
Additions | (186,588) | (157,931) | (267,383) |
Water handling systems | |||
Cash flows provided by (used in) investing activities: | |||
Additions | $ (46,237) | $ (38,793) | $ (124,607) |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
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 and changed its name to Antero Midstream GP LP (“AMGP”) in connection with its initial public offering. On March 12, 2019, pursuant to the 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 (the “Conversion”), (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 (“AM common stock”) . As a result of the Transactions, Antero Midstream Partners became and is now a wholly owned subsidiary of Antero Midstream Corporation and former shareholders of AMGP, unitholders of Antero Midstream Partners, including Antero Resources, and holders of Series B Units became owners of AM common stock. Antero Midstream is a growth-oriented midstream company formed to own, operate and develop midstream energy infrastructure primarily to service Antero Resources and its production and completion activity in the Appalachian Basin. The Company’s assets consist of gathering pipelines, compressor stations, interests in processing and fractionation plants and water handling assets. Antero Midstream provides midstream services to Antero Resources under long-term contracts. The Company’s gathering and compression assets comprise of high and low pressure gathering pipelines, compressor stations and processing and fractionation plants that collect and process natural gas and NGLs from Antero Resources’ wells in the Appalachian Basin. The Company’s water handling assets include independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, which portions of these systems are also utilized to transport flowback and produced water. The Company’s water treatment assets also include other flowback and produced water treatment facilities. Antero Midstream also has a 15% equity interest in a gathering system of Stonewall Gas Gathering LLC (“Stonewall”) and a 50% equity interest in a 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”). See Note 16—Investments in Unconsolidated Affiliates. The Company’s corporate headquarters is located in Denver, Colorado. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In the opinion of management, these consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2020 and 2021, and the results of the Company’s operations and its cash flows for the years ended December 31, 2019, 2020 and 2021. The Company has no items of other comprehensive income (loss); therefore, net income (loss) is equal to comprehensive income (loss). Certain costs of doing business incurred and charged to the Company by Antero Resources have been reflected in the accompanying consolidated financial statements. These costs include general and administrative expenses provided to the Company by Antero Resources in exchange for: ● ● ● Transactions between the Company and Antero Resources have been identified in the consolidated financial statements (see Note 6—Transactions with Affiliates). (b) Principles of Consolidation The accompanying 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. All significant intercompany accounts and transactions have been eliminated in the Company’s consolidated financial statements. Prior to the Transactions on March 12, 2019, AMGP had determined that Antero Midstream Partners was a variable interest entity (“VIE”) for which AMGP was not the primary beneficiary and therefore did not consolidate. AMGP concluded that Antero Resources was the primary beneficiary of Antero Midstream Partners and Antero Resources consolidated its financial results. Antero Resources was the primary beneficiary based on its power to direct the activities that most significantly impacted Antero Midstream Partners’ economic performance and its obligations to absorb losses or receive benefits of Antero Midstream Partners that would be significant to Antero Midstream Partners. Antero Resources owned approximately of the outstanding limited partner interests in Antero Midstream Partners prior to the Transactions and its officers and management group also acted as management of Antero Midstream Partners. AMGP did not own any limited partnership interests in Antero Midstream Partners and had no capital interests in Antero Midstream Partners. AMGP did not provide financial support to Antero Midstream Partners. AMGP’s ownership of the non-economic general partner interest in Antero Midstream Partners prior to the Transactions provided AMGP with significant influence over Antero Midstream Partners, but not control over the decisions that most significantly impacted the economic performance of Antero Midstream Partners. AMGP’s indirect ownership of the IDRs of Antero Midstream Partners prior to the Transactions entitled AMGP to receive cash distributions from Antero Midstream Partners when distributions exceeded certain target amounts. AMGP’s ownership of these interests prior to the Transactions did not require AMGP to provide financial support to Antero Midstream Partners. AMGP obtained these interests upon its formation for no consideration. Therefore, AMGP had no cost basis and classified its investment in Antero Midstream Partners as a long term investment. Prior to the Transactions, AMGP’s share of Antero Midstream Partner’s earnings were 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 was 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 Antero Midstream Partners 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 reduced its capital account and its equity investment in Antero Midstream Partners. Investments in entities for which the Company exercises significant influence, but not control, are accounted for under the equity method. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as Antero Midstream’s ownership interest, representation on the Board of Directors and participation in the policy-making decisions of equity method investees. Such investments are included in Investments in unconsolidated affiliates on the Company’s consolidated balance sheets. Income from investees that are accounted for under the equity method is included in Equity in earnings of unconsolidated affiliates on the Company’s consolidated statements of operations and cash flows. When the Company records its proportionate share of net income, it increases equity income in the statements of operations and comprehensive income (loss) and the carrying value of that investment on the Company’s balance sheet. When a distribution is received, it is recorded as a reduction to the carrying value of that investment on the balance sheet. The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). (c) Revenue Recognition The Company provides gathering, compression and water handling 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, compression and water handling services. The revenue the Company earns from these arrangements is directly related to (i) 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, (ii) in the case of fresh water services, the quantities of fresh water delivered to its customers for use in their well completion operations, (iii) in the case of wastewater treatment services performed by the Company prior to idling of the Clearwater Facility (as defined below) in September 2019, the quantities of wastewater treated for its customers, (iv) in the case of other fluid handling services provided by third parties, the third-party costs the Company incurs plus or (v) in the case of other fluid handling services performed by the Company, a cost of service fee based on the costs incurred by the Company. 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. The Company includes lease revenue within revenues by service. See Note 7—Revenue. (d) Use of Estimates The preparation of the 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, evaluating impairments of long-lived assets, goodwill and intangible assets, as well as the valuation of accrued liabilities and deferred and current income taxes, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. (e) Cash and Cash Equivalents 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 Property and equipment primarily consists of gathering pipelines, compressor stations and the wastewater treatment facility and related landfill (collectively, the “Clearwater Facility”) previously used for the disposal of salt therefrom, other flowback and produced water facilities; and water handling pipelines and facilities stated at historical cost less accumulated depreciation, amortization and impairment. 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. 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, and 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. 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. The Company recognized an impairment with respect to the Clearwater Facility during the year ended December 31, 2019. See Note 4—Clearwater Facility Idling. (g) Asset Retirement Obligations The Company’s asset retirement obligations include its obligation to close, maintain and monitor landfill cells and support facilities. After the landfill is certified closed, the Company must continue to maintain and monitor the landfill for a post-closure period, which generally extends for . 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 water impoundments and wastewater pits when an abandonment date is identified. The Company records the fair value of its water impoundment and wastewater 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. 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. As of December 31, 2020 and 2021, the Company has 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, flowback and produced water facilities and the Clearwater Facility upon abandonment. See Note 4—Clearwater Facility Idling. (h) Litigation and Other Contingencies A liability is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. The Company regularly reviews contingencies to determine the adequacy of our accruals and related disclosures. The ultimate amount of losses, if any, may differ from these estimates. The Company accrues losses associated with environmental obligations when such losses are probable and can be reasonably estimated. Accruals for estimated environmental losses are recognized no later than at the time a remediation feasibility study or an evaluation of response options, is complete. These accruals are adjusted as additional information becomes available or as circumstances change. Future environmental expenditures are not discounted to their present value. Recoveries of environmental costs from other parties are recorded separately as assets at their undiscounted value when receipt of such recoveries is probable. As of December 31, 2020 and 2021, the Company had not recorded any liabilities for litigation, environmental or other contingencies. (i) Equity-Based Compensation The Company’s consolidated financial statements include equity-based compensation costs related to awards granted by its own plans, as in place before and after the Transactions, as well as costs allocated by Antero Resources for grants made prior to the Transactions. Costs allocated from Antero Resources are offset to additional paid in capital on the consolidated balance sheet. See Note 6—Transactions with Affiliates for additional information regarding Antero Resources’ allocation of expenses to the Company. For awards granted under its own plan, the Company recognizes compensation cost related to all equity-based awards in the financial statements based on the estimated grant date fair value. The Company is to grant various types of equity-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, dividend equivalent awards and other types of awards. The grant date fair values of such awards are determined based on the type of award and may utilize market prices on the date of grant, Black-Scholes option-pricing model, Monte Carlo simulations or other acceptable valuation methodologies, as appropriate for the type of equity-based award. Compensation cost is recognized ratably over the applicable vesting or service period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. See Note 12—Equity-Based Compensation and Cash Awards. (j) Income Taxes The Company recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss and charitable contribution carryforwards 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. The Company regularly reviews its tax positions in each significant taxing jurisdiction during the process of evaluating its tax provision. The Company 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. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act allows corporations with net operating losses (“NOLs”) incurred in 2018, 2019 and 2020 to carry back such NOLs to each of the five years preceding the year of the NOLs, beginning with the earliest year in which there was taxable income, and claim an income tax refund in the applicable carryback years. As a result of this NOLs carryback provision in the CARES Act, the Company was able to recognize an income tax refund receivable in March 2020 of $55 million, including $11 million in income tax benefit for the current year and $44 million of previously recognized deferred income tax benefit. As of December 31, 2021, the Company had received all of this refund. (k) Fair Value Measures 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 consolidated 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—third party, accrued liabilities and, other current liabilities 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). Additionally, the Company uses certain valuation techniques in performing its annual goodwill impairment test described below and in determining the fair value of property and equipment, both of which were subject to impairment write downs during the years ended December 31, 2019 and 2020. (l) Investments in Unconsolidated Affiliates 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 16—Investments in Unconsolidated Affiliates. (m) Business Combinations 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, as applicable, 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 Combination. (n) Goodwill and Intangible Assets 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 in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the carrying value of the reporting unit. The fair value is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements. If the fair value of the reporting unit is less than the carrying value, including goodwill, the excess of the book value over the fair value of goodwill is charged to net income as an impairment expense. Amortization of intangible assets 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. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset 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. As of March 31, 2020, the Company’s goodwill was fully impaired. See Note 4—Clearwater Facility Idling and Note 5—Goodwill and Intangibles. (o) Treasury Share Retirement The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first, to additional paid-in capital, and then to accumulated deficit. The portion allocable to additional paid-in capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares outstanding, to the balance of additional paid-in capital as of retirement. (p) Recently Adopted Accounting Standard In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes . Income Taxes (“ASC 740”) and also simplifies portions of ASC 740 by clarifying and amending existing guidance. It is effective for interim and annual reporting periods after December 15, 2020. The Company adopted this ASU on January 1, 2021, and it did not have a material impact on the Company’s consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
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 AM 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 AM 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 final purchase price allocation of the Transactions are summarized in the table below. The fair value of assets acquired and liabilities assumed at March 12, 2019 were 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 3,371,427 Investments in unconsolidated affiliates 568,285 Customer relationships 1,567,000 Other assets, net 42,887 Total assets acquired 6,312,710 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 Other liabilities 8,524 Total liabilities assumed 2,611,931 Net assets acquired, excluding goodwill 3,700,779 Goodwill 915,811 Net assets acquired $ 4,616,590 All customer relationships are subject to amortization, which is recognized over a weighted-average period of 23 years for the remaining economic life of the relationship as of the acquisition date. The purchase price allocation resulted in the recognition of $575 million of goodwill in three reporting units within the Company’s gathering and processing segment and $340 million of goodwill in two reporting units within its water handling segment. Substantially all of the goodwill is expected to be deductible for tax purposes. Goodwill represented the efficiencies realized with simplifying the Company’s corporate structure to own, operate and develop midstream energy infrastructure primarily to service Antero Resources. See Note 5—Goodwill and Intangibles. The Company’s financial statements include $6 million of acquisition-related costs associated with the Transactions for the year ended December 31, 2019. These costs were expensed as general and administrative costs. |
Clearwater Facility Idling
Clearwater Facility Idling | 12 Months Ended |
Dec. 31, 2021 | |
Clearwater Facility Idling | |
Clearwater Facility Idling | (4) Clearwater Facility Idling On September 18, 2019, the Company commenced a strategic evaluation of the Clearwater Facility at which time, such facility was idled. The Company expects the facility to be idled for the foreseeable future. Accordingly, the Company performed an impairment analysis of the facility and determined: (i) to reduce the carrying value of the facility to its estimated salvage value, which included the land associated with the Clearwater Facility; (ii) the fair value of the goodwill assigned to the wastewater treatment reporting unit was less than its carrying value resulting in an impairment charge to goodwill; and (iii) the customer relationships intangible asset was impaired. Additionally, during the year ended December 31, 2020, the Company determined that the carrying value of the landfill was no longer recoverable resulting in an impairment charge to property and equipment. The following table shows the impairment charges related to the Clearwater Facility, which also reflect the final purchase price allocation of the Transactions: Year Ended December 31, (in thousands) 2019 2020 2021 Impairment of property and equipment $ 408,882 6,745 — Impairment of goodwill 42,290 — — Impairment of customer relationships 11,871 — — Total impairment expense $ 463,043 6,745 — The Company incurred $11 million, $15 million and $4 million in facility idling costs for the care and maintenance of the Clearwater Facility during the years ended December 31, 2019, 2020 and 2021, respectively. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangibles | |
Goodwill and Intangibles | (5) Goodwill and Intangibles (a) Goodwill The Company evaluates goodwill for impairment annually during the fourth quarter and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit with goodwill is less than its carrying amount. Significant assumptions used to estimate the reporting units’ fair value include the discount rate as well as estimates of future cash flows, which are impacted primarily by commodity prices and producer customers’ development plans (which impact volumes and capital requirements). During the third quarter of 2019, the Company incurred impairment charges of $42 million to the goodwill associated with the Clearwater Facility, which is in the water handling segment. See Note 4—Clearwater Facility Idling. During the fourth quarter of 2019, the Company incurred impairment charges of $298 million to its fresh water delivery and services reporting unit , which is in the water handling segment. This was During the first quarter of 2020, the Company performed an interim impairment analysis of the goodwill due to changes in Antero Resources’ drilling plans as a result of the decline in commodity prices. As a result of this evaluation, the Company impaired all remaining goodwill of The changes in the carrying amount of goodwill by reportable segment were as follows: Gathering and Water (in thousands) Processing Handling Total Goodwill as of December 31, 2018 $ — — — Goodwill acquired (1) 575,461 340,350 915,811 Impairment of goodwill — (340,350) (340,350) Goodwill as of December 31, 2019 575,461 — 575,461 Impairment of goodwill (575,461) — (575,461) Goodwill as of December 31, 2020 $ — — — (1) See Note 3—Business Combination. (b) Customer Relationships Intangibles All customer relationships are subject to amortization and will be amortized over a weighted-average period of 20 years, which reflects the remaining economic life of the relationships as of December 31, 2021. million to the customer relationships intangible asset associated with the Clearwater Facility, which is in the water handling segment. See Note 4—Clearwater Facility Idling. The changes in the carrying amount of customer relationships were as follows (in thousands): Customer relationships as of December 31, 2018 $ — Customer relationships acquired (1) 1,567,000 Amortization of customer relationships (57,010) Impairment of customer relationships (11,871) Customer relationships as of December 31, 2019 1,498,119 Amortization of customer relationships (70,672) Customer relationships as of December 31, 2020 1,427,447 Amortization of customer relationships (70,672) Customer relationships as of December 31, 2021 $ 1,356,775 (1) See Note 3—Business Combination. Future amortization expense is as follows (in thousands): Year ending December 31, 2022 $ 70,672 Year ending December 31, 2023 70,672 Year ending December 31, 2024 70,672 Year ending December 31, 2025 70,672 Year ending December 31, 2026 70,672 Thereafter 1,003,415 Total $ 1,356,775 |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Dec. 31, 2021 | |
Transactions with Affiliates | |
Transactions with Affiliates | (6) Transactions with Affiliates (a) Revenues Substantially all revenues earned in the years ended December 31, 2019, 2020 and 2021 were earned from Antero Resources, under various agreements for gathering and compression and water handling services. Revenues earned from gathering and processing services consists of lease income. (b) Accounts receivable–Antero Resources and Accounts payable–Antero Resources Accounts receivable—Antero Resources represents amounts due from Antero Resources, primarily related to gathering and compression services and water handling services. Accounts payable—Antero Resources represents amounts due to Antero Resources for general and administrative and other costs. (c) Allocation of Costs Charged by Antero Resources The employees supporting the Company’s operations are concurrently employed by Antero Resources and the Company. Direct operating expense includes costs charged to the Company of $6 million, $7 million and $9 million during the years ended December 31, 2019, 2020 and 2021, respectively. These costs were for services provided by employees associated with the operation of the Company’s gathering lines, compressor stations and water handling assets. For the years ended December 31, 2019, 2020 and 2021, general and administrative expenses charged to the Company by Antero Resources were $33 million, $25 million and $32 million, 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 certain equity-based compensation. These expenses are charged to the Company based on (i) 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, and (ii) an annual management service fee. The Company reimburses Antero Resources directly for all general and administrative costs charged to it. See Note 12—Equity-Based Compensation and Cash Awards. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Revenue | (7) Revenue All of the Company’s gathering and compression revenues are derived from an operating lease agreement, and all of the Company’s water handling revenues are derived from service contracts with customers. The Company currently earns substantially all of its revenues from Antero Resources. (a) Gathering and Compression Pursuant to the gathering and compression agreement with Antero Resources, Antero Resources has dedicated substantially 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. The Company also has an option to gather and compress natural gas produced by Antero Resources on any additional acreage it acquires In December 2019, the Company and Antero Resources agreed to extend the initial term of the gathering and compression agreement to 2038 and established a growth incentive fee program whereby low pressure gathering fees will be reduced from 2020 through 2023 to the extent Antero Resources achieves certain volumetric targets at certain points during such time. For years ended December 31, 2020 and 2021, Antero Resources earned $48 million and $12 million, respectively, in rebates. Upon completion of the initial contract 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 th 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 annual CPI-based adjustments, or a cost of service fee, at the Company’s election when such assets are placed in-service. In addition, the agreement stipulates that the Company receives a reimbursement for the actual cost of (i) electricity used at its compressor stations where the compression services are provided based on a compression fee and (ii) operating expenses for all services provided for a cost of service fee. The Company determined that the gathering and compression agreement is an operating lease as Antero Resources obtains substantially all of the economic benefit of the asset and has the right to direct the use of the asset. The gathering system is an identifiable asset within the gathering and compression agreement, and it consists of The gathering system is considered a single lease due to the interrelated network of the assets. When a modification to the gathering and compression agreement occurs, the Company reassesses the classification of this lease. 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. The gathering and compression agreement includes certain fixed fee provisions. If and to the extent Antero Resources requests that the Company construct new low pressure lines, high pressure lines and/or compressor stations, the gathering and compression agreement contains options at the Company’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for , which election is made individually for each piece of equipment. The Company recognizes lease income from its minimum volume commitments and cost of service fees under its gathering and compression agreement on a straight-line basis. Additional variable operating lease income is earned when volumes in excess of the minimum volume commitments are delivered under the contract. The Company recognizes variable lease income when low pressure volumes are delivered to a compressor station, compression volumes are delivered to a high pressure line and high pressure are delivered to a processing plant or transmission pipeline. Minimum volume commitments for high pressure gathering capacity and compression capacity are aggregated such that there is a single minimum volume commitment for the respective service each month. The Company invoices the customer the month after each service is performed, and payment is due in the same month. Minimum future lease cash flows to be received by the Company under the gathering and compression agreement as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 $ 277,834 Year ending December 31, 2023 281,779 Year ending December 31, 2024 282,551 Year ending December 31, 2025 268,299 Year ending December 31, 2026 254,886 Thereafter 196,462 Total $ 1,561,811 (b) Water Handling The Company is party to a water services agreement with Antero Resources, whereby the Company provides certain water handling services to Antero Resources within an area of dedication in defined service areas in West Virginia and Ohio. Upon completion of the initial term in 2035, the water services 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 th day prior to the anniversary of such effective date. Under the agreement, the Company receives a fixed fee for all fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. Antero Resources also agreed to pay the Company a fixed fee per barrel for wastewater treatment at the Clearwater Facility, which was idled in the third quarter of 2019. In addition, the Company also provides other fluid handling services. These operations, along with the Company’s fresh water delivery systems, support well completion and production operations for Antero Resources. These services are provided by the Company directly or through third-parties with which the Company contracts. For other fluid handling services provided by third-parties, %. For other fluid handling services provided by the Company, the Company charges Antero Resources a cost of service fee . The initial term of the water services agreement runs to 2035. 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, other fluid handling services have been completed or prior to the idling of the Clearwater Facility in September 2019, when the wastewater volumes were delivered to the Clearwater 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. Transaction Price Allocated to Remaining Performance Obligations The Company’s service contract with Antero Resources has 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 the Company’s 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 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. (c) Disaggregation of Revenue In the following table, revenue is disaggregated by type of service and type of fee and is identified by the reportable segment to which such revenues relate. For more information on reportable segments, see Note 17—Reportable Segments. Year Ended December 31, (in thousands) 2019 2020 2021 Reportable Segment Type of service Gathering—low pressure $ 254,350 353,491 354,941 Gathering and Processing (1) Gathering—low pressure rebate — (48,000) (12,000) Gathering and Processing (1) Gathering—high pressure 151,283 210,821 207,804 Gathering and Processing (1) Compression 137,905 195,147 198,992 Gathering and Processing (1) Fresh water delivery 157,633 158,707 137,278 Water Handling Wastewater treatment 25,058 — — Water Handling Other fluid handling 123,369 101,225 81,859 Water Handling Amortization of customer relationships (2) (29,850) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (2) (27,160) (33,586) (33,586) Water Handling Total $ 792,588 900,719 898,202 Type of contract Per Unit Fixed Fee $ 543,538 759,459 761,737 Gathering and Processing (1) Gathering—low pressure rebate — (48,000) (12,000) Gathering and Processing (1) Per Unit Fixed Fee 182,691 158,707 137,278 Water Handling Cost plus 3% 123,030 90,478 65,007 Water Handling Cost of service fee 339 10,747 16,852 Water Handling Amortization of customer relationships (2) (29,850) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (2) (27,160) (33,586) (33,586) Water Handling Total $ 792,588 900,719 898,202 (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering system. (2) Fair value of customer contracts acquired as part of the Transactions discussed in Note 3—Business Combination. |
Lessor, Operating Leases | (7) Revenue All of the Company’s gathering and compression revenues are derived from an operating lease agreement, and all of the Company’s water handling revenues are derived from service contracts with customers. The Company currently earns substantially all of its revenues from Antero Resources. (a) Gathering and Compression Pursuant to the gathering and compression agreement with Antero Resources, Antero Resources has dedicated substantially 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. The Company also has an option to gather and compress natural gas produced by Antero Resources on any additional acreage it acquires In December 2019, the Company and Antero Resources agreed to extend the initial term of the gathering and compression agreement to 2038 and established a growth incentive fee program whereby low pressure gathering fees will be reduced from 2020 through 2023 to the extent Antero Resources achieves certain volumetric targets at certain points during such time. For years ended December 31, 2020 and 2021, Antero Resources earned $48 million and $12 million, respectively, in rebates. Upon completion of the initial contract 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 th 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 annual CPI-based adjustments, or a cost of service fee, at the Company’s election when such assets are placed in-service. In addition, the agreement stipulates that the Company receives a reimbursement for the actual cost of (i) electricity used at its compressor stations where the compression services are provided based on a compression fee and (ii) operating expenses for all services provided for a cost of service fee. The Company determined that the gathering and compression agreement is an operating lease as Antero Resources obtains substantially all of the economic benefit of the asset and has the right to direct the use of the asset. The gathering system is an identifiable asset within the gathering and compression agreement, and it consists of The gathering system is considered a single lease due to the interrelated network of the assets. When a modification to the gathering and compression agreement occurs, the Company reassesses the classification of this lease. 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. The gathering and compression agreement includes certain fixed fee provisions. If and to the extent Antero Resources requests that the Company construct new low pressure lines, high pressure lines and/or compressor stations, the gathering and compression agreement contains options at the Company’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for , which election is made individually for each piece of equipment. The Company recognizes lease income from its minimum volume commitments and cost of service fees under its gathering and compression agreement on a straight-line basis. Additional variable operating lease income is earned when volumes in excess of the minimum volume commitments are delivered under the contract. The Company recognizes variable lease income when low pressure volumes are delivered to a compressor station, compression volumes are delivered to a high pressure line and high pressure are delivered to a processing plant or transmission pipeline. Minimum volume commitments for high pressure gathering capacity and compression capacity are aggregated such that there is a single minimum volume commitment for the respective service each month. The Company invoices the customer the month after each service is performed, and payment is due in the same month. Minimum future lease cash flows to be received by the Company under the gathering and compression agreement as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 $ 277,834 Year ending December 31, 2023 281,779 Year ending December 31, 2024 282,551 Year ending December 31, 2025 268,299 Year ending December 31, 2026 254,886 Thereafter 196,462 Total $ 1,561,811 (b) Water Handling The Company is party to a water services agreement with Antero Resources, whereby the Company provides certain water handling services to Antero Resources within an area of dedication in defined service areas in West Virginia and Ohio. Upon completion of the initial term in 2035, the water services 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 th day prior to the anniversary of such effective date. Under the agreement, the Company receives a fixed fee for all fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. Antero Resources also agreed to pay the Company a fixed fee per barrel for wastewater treatment at the Clearwater Facility, which was idled in the third quarter of 2019. In addition, the Company also provides other fluid handling services. These operations, along with the Company’s fresh water delivery systems, support well completion and production operations for Antero Resources. These services are provided by the Company directly or through third-parties with which the Company contracts. For other fluid handling services provided by third-parties, %. For other fluid handling services provided by the Company, the Company charges Antero Resources a cost of service fee . The initial term of the water services agreement runs to 2035. 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, other fluid handling services have been completed or prior to the idling of the Clearwater Facility in September 2019, when the wastewater volumes were delivered to the Clearwater 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. Transaction Price Allocated to Remaining Performance Obligations The Company’s service contract with Antero Resources has 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 the Company’s 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 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. (c) Disaggregation of Revenue In the following table, revenue is disaggregated by type of service and type of fee and is identified by the reportable segment to which such revenues relate. For more information on reportable segments, see Note 17—Reportable Segments. Year Ended December 31, (in thousands) 2019 2020 2021 Reportable Segment Type of service Gathering—low pressure $ 254,350 353,491 354,941 Gathering and Processing (1) Gathering—low pressure rebate — (48,000) (12,000) Gathering and Processing (1) Gathering—high pressure 151,283 210,821 207,804 Gathering and Processing (1) Compression 137,905 195,147 198,992 Gathering and Processing (1) Fresh water delivery 157,633 158,707 137,278 Water Handling Wastewater treatment 25,058 — — Water Handling Other fluid handling 123,369 101,225 81,859 Water Handling Amortization of customer relationships (2) (29,850) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (2) (27,160) (33,586) (33,586) Water Handling Total $ 792,588 900,719 898,202 Type of contract Per Unit Fixed Fee $ 543,538 759,459 761,737 Gathering and Processing (1) Gathering—low pressure rebate — (48,000) (12,000) Gathering and Processing (1) Per Unit Fixed Fee 182,691 158,707 137,278 Water Handling Cost plus 3% 123,030 90,478 65,007 Water Handling Cost of service fee 339 10,747 16,852 Water Handling Amortization of customer relationships (2) (29,850) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (2) (27,160) (33,586) (33,586) Water Handling Total $ 792,588 900,719 898,202 (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering system. (2) Fair value of customer contracts acquired as part of the Transactions discussed in Note 3—Business Combination. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | (8) Property and Equipment The Company’s investment in property and equipment is as follows: Estimated December 31, (in thousands) Useful Lives 2020 2021 Land n/a $ 23,582 23,369 Gathering systems and facilities 40-50 years (1) 2,643,927 2,817,918 Permanent buried pipelines and equipment 7-20 years 545,419 582,481 Surface pipelines and equipment 1-7 years 50,916 54,542 Heavy trucks and equipment 3-5 years 5,919 5,157 Above ground storage tanks 5-10 years 2,483 2,946 Construction-in-progress n/a 139,506 174,271 Total property and equipment 3,411,752 3,660,684 Less accumulated depreciation (157,708) (265,938) Property and equipment, net $ 3,254,044 3,394,746 (1) Gathering systems and facilities are recognized as a single-leased asset with no residual value. During the years ended December 31, 2019 and 2020, the Company recorded impairment expense of $409 million and $7 million, respectively, for the Clearwater Facility. See Note 4—Clearwater Facility Idling to our consolidated financial statements for more information. During the first quarter of 2020, the Company evaluated its assets for impairment due to the decline in the industry environment as a result of low commodity prices. As a result of this evaluation, the Company recorded an impairment expense of |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | (9) Income Taxes Income tax expense (benefit) consisted of the following: Year Ended December 31, (in thousands) 2019 2020 2021 Current income tax expense (benefit) $ (539) (55,517) — Deferred income tax expense (benefit) (101,927) (171) 117,123 Total income tax expense (benefit) $ (102,466) (55,688) 117,123 Income tax expense differs from the amount that would be computed by applying the U.S. statutory federal income tax rate of 21% to income before taxes as a result of the following: Year Ended December 31, (in thousands) 2019 2020 2021 Federal income tax expense (benefit) $ (96,092) (37,426) 94,235 State income tax expense (benefit), net of federal benefit (17,089) (6,998) 21,375 Non-deductible equity-based compensation 13,694 516 1,713 Charitable contributions (2,473) — — Carryback of NOLs — (11,225) — Other (506) (555) (200) Total income tax expense (benefit) $ (102,466) (55,688) 117,123 Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The tax effect of the temporary differences giving rise to net deferred tax assets as follows: December 31, (in thousands) 2020 2021 Deferred tax assets: NOL carryforwards $ 60,606 92,896 Investment in Antero Midstream Partners 37,710 — Equity-based compensation 2,590 1,815 Charitable contributions 2,496 2,582 Total deferred tax asset 103,402 97,293 Deferred tax liabilities: Investment in Antero Midstream Partners — 111,014 Total deferred tax liability — 111,014 Net deferred tax asset (liability) $ 103,402 (13,721) In assessing the realizability of all of the deferred tax assets, management considers whether some portion or all of the deferred tax assets will be realized based on a more-likely-than-not standard of judgment. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the Company’s temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based upon the projections of future taxable income over the periods in which the deferred tax assets are deductible, management believes that the Company will realize the benefits of these deductible differences and thus has not recorded a valuation allowance. The calculation of the Company’s tax assets and liabilities involve uncertainties in the application of complex tax laws and regulations. The Company gives financial statement recognition to those tax positions that it believes are more-likely-than-not to be sustained upon As of December 31, 2021, the Company has U.S. federal and state NOL carryforwards before the effect of income taxes of $342 million and $412 million, respectively, which have no expiration date. Tax years 2017 through 2021 remain open to examination by the U.S. Internal Revenue Service, and tax years 2017 through 2019 are currently under audit. The Company to date has not been notified of any adjustments to its federal taxable income or associated tax liability for any year under audit. The Company and its subsidiaries file tax returns with various state taxing authorities and those returns remain open to examination for tax years 2017 through 2021. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt. | |
Long-Term Debt | (10) Long-Term Debt The Company’s long-term debt is as follows: December 31, (in thousands) 2020 2021 Credit Facility (a) $ 613,500 547,200 5.375% senior notes due 2024 (b) 650,000 — 7.875% senior notes due 2026 (c) 550,000 550,000 5.75% senior notes due 2027 (d) 650,000 650,000 5.75% senior notes due 2028 (e) 650,000 650,000 5.375% senior notes due 2029 (f) — 750,000 Total principal 3,113,500 3,147,200 Unamortized debt premiums 4,261 2,106 Unamortized debt issuance costs (26,135) (26,396) Total long-term debt $ 3,091,626 3,122,910 (a) Credit Facility Antero Midstream Partners, an indirect, wholly owned subsidiary of Antero Midstream Corporation, as borrower (the “Borrower”), has a senior secured revolving credit facility with a consortium of banks, the Credit Facility. On October 26, 2021, the Company entered into an amended and restated senior secured revolving credit facility, the New Credit Facility. As of December 31, 2021, lender commitments under the New Credit Facility were The Credit Facility contains certain covenants including restrictions on indebtedness, and requirements with respect to leverage and interest coverage ratios. The Credit Facility permits distributions to the holders of the Borrower’s equity interests in accordance with the cash distribution policy, provided that no event of default exists or would be caused thereby, and only to the extent permitted by the Borrower’s organizational documents. The Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2020 and 2021. The Prior Credit Facility provides for borrowing under either the Base Rate or the Eurodollar Rate (as each term is defined in the Prior Credit Facility), and the New Credit Facility provides for borrowing under either Adjusted Term Secured Overnight Financing Rate (“SOFR”) or the Base Rate (as each term is defined in the New Credit Facility). Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable with respect to (i) base rate loans, quarterly and (ii) Eurodollar Rate Loans or SOFR Loans at the end of the applicable interest period if three months (or shorter, if applicable), or every three months if the applicable interest period is longer than three months. Interest is payable at a variable rate based on (i) LIBOR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate under the Prior Credit Facility or (ii) SOFR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate under the New Credit Facility. Interest at the time of borrowing is determined with reference to the Borrower’s then-current leverage ratio subject to certain exceptions. Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from As of December 31, 2020, the Borrower had outstanding borrowings under the Prior Credit Facility of . As of December 31, 2021, the Borrower had outstanding borrowings under the New Credit Facility of . No letters of credit under the Credit Facility were outstanding as of December 31, 2020 and 2021. (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 were recorded at their fair value of $652.6 million as of March 12, 2019, the closing date of the Transactions, and the related premium of $2.6 million will be amortized into interest expense over the life of the 2024 Notes. The Issuers redeemed all (c) 7.875% Senior Notes Due 2026 On November 10, 2020, the Issuers issued $550 million in aggregate principal amount of 7.875% senior notes due May 15, 2026 (the “2026 Notes”) at par. The 2026 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2026 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 2026 Notes is payable on May 15 and November 15 of each year. Antero Midstream Partners may redeem all or part of the 2026 Notes at any time on or after May 15, 2023 at redemption prices ranging from 103.938% on or after May 15, 2023 to 100.00% on or after May 15, 2025. In addition, prior to May 15, 2023, Antero Midstream Partners may redeem up to 35% of the aggregate principal amount of the 2026 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 107.875% of the principal amount of the 2026 Notes, plus accrued and unpaid interest. At any time prior to May 15, 2023, Antero Midstream Partners may also redeem the 2026 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2026 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2026 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2026 Notes at a price equal to 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest. (d) 5.75% Senior Notes Due 2027 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 were recorded at their fair value of $653.3 million as of March 12, 2019, the closing date of the Transactions, and the related premium of $3.3 million will be amortized into interest expense over the life of the 2027 Notes. 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 followed by a rating decline, 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. (e) 5.75% Senior Notes Due 2028 On June 28, 2019, the Issuers issued $650 million in aggregate principal amount of 5.75% senior notes due January 15, 2028 (the “2028 Notes”) at par. The 2028 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2028 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 2028 Notes is payable on January 15 and July 15 of each year. Antero Midstream Partners may redeem all or part of the 2028 Notes at any time on or after January 15, 2023 at redemption prices ranging from 102.875% on or after January 15, 2023 to 100.00% on or after January 15, 2026. In addition, prior to January 15, 2023, Antero Midstream Partners may redeem up to 35% of the aggregate principal amount of the 2028 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 2028 Notes, plus accrued and unpaid interest. At any time prior to January 15, 2023, Antero Midstream Partners may also redeem the 2028 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2028 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2028 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2028 Notes at a price equal to 101% of the principal amount of the 2028 Notes, plus accrued and unpaid interest. (f) 5.375% Senior Notes Due 2029 On June 8, 2021, the Issuers issued $750 million in aggregate principal amount of 5.375% senior notes due June 15, 2029 (the “2029 Notes”) at par. The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2029 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries. Interest on the 2029 Notes is payable on June 15 and December 15 of each year. Antero Midstream Partners may redeem all or part of the 2029 Notes at any time on or after June 15, 2024 at redemption prices ranging from on or after June 15, 2026. In addition, prior to June 15, 2024, Antero Midstream Partners may redeem up to of the principal amount of the 2029 Notes, plus accrued and unpaid interest. At any time prior to June 15, 2024, Antero Midstream Partners may also redeem the 2029 Notes, in whole or in part, at a price equal to of the principal amount of the 2029 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2029 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2029 Notes at a price equal to (g) Senior Notes Guarantors The Company and each of the Company’s wholly owned subsidiaries (except for the Issuers) has fully and unconditionally guaranteed the 2024 Notes, 2026 Notes, 2027 Notes, 2028 Notes and 2029 Notes (collectively the “Senior Notes”). In the event a guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a Restricted Subsidiary (as defined in the applicable indenture governing the series of Senior Notes) of the Issuer or the sale of all or substantially all of its assets) and whether or not the guarantor is the surviving entity in such transaction to a person that is not an Issuer or a Restricted Subsidiary of an Issuer, such guarantor will be released from its obligations under its guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the applicable Senior Notes. In addition, a guarantor will be released from its obligations under the applicable indenture and its guarantee, upon the release or discharge of the guarantee of other indebtedness under a credit facility that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee; if the Issuers designate such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indenture governing the applicable Senior Notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the applicable Senior Notes. During the years ended December 31, 2019, 2020 and 2021, all of the Company’s assets and operations are attributable to the Issuers and its guarantors. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities | |
Accrued Liabilities | (11) Accrued Liabilities Accrued liabilities consisted of the following items: December 31, (in thousands) 2020 2021 Capital expenditures $ 11,307 24,900 Operating expenses 10,038 10,417 Interest expense 46,209 36,794 Ad valorem taxes 3,368 5,400 Other 4,025 3,327 Total accrued liabilities $ 74,947 80,838 |
Equity-Based Compensation and C
Equity-Based Compensation and Cash Awards | 12 Months Ended |
Dec. 31, 2021 | |
Equity-Based Compensation and Cash Awards | |
Equity-Based Compensation and Cash Awards | (12) Equity-Based Compensation and Cash Awards (a) Summary of Equity-Based Compensation The Company’s equity-based compensation prior to the Transactions includes costs related to (i) the Antero Midstream GP LP Long-Term Incentive Plan (“AMGP LTIP”) and (ii) the Series B Units. The Company’s equity-based compensation after the Transactions includes (i) costs related to the Exchanged B Units (as defined below), (ii) costs allocated to Antero Midstream by Antero Resources for grants made prior to the Transactions pursuant to the Antero Resources Corporation Long-Term Incentive Plan (the “AR LTIP”) and (iii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan (the “AM LTIP”). Antero Midstream’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to the applicable classes of equity. 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. Expenses related to these awards were recognized on a straight-line basis over the requisite service period of the entire award. Forfeitures were accounted for as they occurred by reversing the expense previously recognized for awards that were forfeited during the period. In connection with the Transactions, the AMGP LTIP was terminated on March 12, 2019. Series B Units and 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”). A total of 17,353,999 shares of the Company’s common stock were issued in exchange for the 98,600 Series B Units then outstanding (the “Exchanged B Units”), which included 5,782,601 restricted shares of the Company’s common stock issued in exchange for the 32,855 unvested Series B Units. The Company accounted for the Series B Exchange as a share-based payment modification under FASB ASC Topic 718, Stock Compensation . On March 12, 2019, which is the modification date, the Company determined the estimated fair value of the unvested 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 the Company’s 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 retained the same vesting conditions as the Series B Units and vested on December 31, 2019. No awards were issued and outstanding as of December 31, 2019 and 2020. Expenses related to Exchanged B Units were recognized on a straight-line basis over the requisite service period of the entire award. Forfeitures were accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. AR LTIP Equity-based compensation expense allocated to Antero Midstream from Antero Resources was $5 million, $5 million and $2 million for the years ended December 31, 2019, 2020 and 2021, respectively, which includes expense related to the Converted AM RSU Awards (as defined below). For grants made prior to the Transactions, Antero Resources has total unamortized expense related to its various equity-based compensation plans that can be allocated to the Company of 31, 2021, which includes the Converted AM RSU Awards. A portion of this will be allocated to Antero Midstream as it is amortized over the remaining service period of the related awards. The Company does not reimburse Antero Resources for noncash equity compensation allocated to it for awards issued under the AR LTIP. AM LTIP Effective March, 12, 2019, the Board of Directors of Antero Midstream Corporation (the “Board”) adopted the AM LTIP under which awards may be granted to employees, directors and other service providers of the Company and its affiliates. The AM 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. The terms and conditions of the awards granted are established by the compensation committee of the Board. The Company is authorized to grant up to shares of common stock to employees and directors under the AM LTIP. As of December 31, 2021, a total of shares were available for future grant under the AM LTIP. The Company’s equity-based compensation expense, by type of award, is as follows: Year Ended December 31, (in thousands) 2019 2020 2021 Series B Units and Exchanged B Units $ 65,639 — — Stock options (1) 98 — — Restricted stock units (1) 5,440 9,964 11,461 Performance share units (1) 1,261 1,912 1,158 Equity awards issued to directors 1,079 902 910 Total expense $ 73,517 12,778 13,529 (1) Amounts include equity-based compensation expense allocated to the Company by Antero Resources. (b) Restricted Stock Unit Awards As part of the Transactions, each of the unvested outstanding phantom units granted under the Antero Midstream Partners Long Term Incentive Plan was assumed by the Company and converted into 1.8926 RSUs under the AM LTIP representing a right to receive shares of the Company’s RSU awards vest subject to the satisfaction of service requirements. Expense related to each RSU award is recognized on a straight-line basis over the requisite service period of the entire award. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. The grant date fair values of these awards are based on the closing price of the Company’s common stock on the date of the grant. A summary of the RSU awards activity, which includes the Converted AM RSU Awards, is as follows: Weighted Average Number Grant Date of Units Fair Value Total AM LTIP RSUs awarded and unvested—December 31, 2020 3,314,955 $ 8.09 Granted 1,792,325 8.71 Vested (1,293,498) 9.01 Forfeited (240,405) 7.49 Total AM LTIP RSUs awarded and unvested—December 31, 2021 3,573,377 $ 8.11 As of December 31, 2021, unamortized expense of $21.1 million related to the unvested RSUs, which includes $0.3 million related to the Converted AM RSU Awards, is expected to be recognized over a weighted average period of approximately 2.7 years. The Company’s proportionate share of the Converted AM RSU Awards will be allocated to it as it is recognized. (c) Performance Share Unit Awards In 2019, the Company granted performance share units (“PSUs”) to certain of its employees and executive officers, a portion of which vest based on the Company’s actual return on invested capital (“ROIC”) (as defined in the award agreement) over a three-year period as compared to a targeted ROIC (“ROIC PSUs”). The number of shares of common stock that may ultimately be earned with respect to the ROIC PSUs ranges from zero to 200 % of the target number of ROIC PSUs originally granted. The grant date fair value of these awards was based on the closing price of the Company’s common stock on the date of the grant, assuming target achievement of the performance condition. Expense related to the ROIC PSUs is recognized based on the number of shares of common stock that are expected to be issued at the end of the measurement period, and such expense is reversed if the likelihood of achieving the performance condition decreases. The likelihood of achieving the performance conditions related to ROIC PSU awards outstanding was probable for the years ended December 31, 2019, 2020 and 2021. On December 17, 2019, the compensation committee of the Board modified the terms for the ROIC PSU agreement. Accordingly, the Company accounted for the amended agreement as a share-based payment modification under ASC 718, Stock Compensation A summary of PSU activity is as follows: Weighted Average Number Grant Date of Units Fair Value Total AM LTIP PSUs awarded and unvested—December 31, 2020 148,306 $ 6.32 Granted — — Vested — — Forfeited (31,780) 6.32 Total AM LTIP PSUs awarded and unvested—December 31, 2021 116,526 $ 6.32 As of December 31, 2021, there was $0.1 million of unamortized equity-based compensation expense related to unvested PSUs that is expected to be recognized over a weighted average period of 0.3 years. (d) Cash Retention Awards In January 2020, the Company granted cash awards of $2 million to certain executives under the AM LTIP that vest ratably over a period of up to three years . In July 2020, the Company granted additional cash awards of . The compensation expense for these awards is recognized ratably over the applicable vesting period. As of December 31, 2020 and 2021, the Company has accrued |
Cash Distributions and Dividend
Cash Distributions and Dividends | 12 Months Ended |
Dec. 31, 2021 | |
Cash Distributions and Dividends | |
Cash Distributions and Dividends | (13) Cash Distributions and Dividends The following table details the amount of distributions and dividends paid with respect to the quarter indicated (in thousands, except per share data): Distributions/ Distribution/ Distributions/ Dividends Period Record Date Dividend Date Dividends per Share Q4 2018 February 1, 2019 February 21, 2019 $ 30,543 $ 0.1640 Q1 2019 April 26, 2019 May 8, 2019 152,082 0.3025 * May 15, 2019 May 15, 2019 98 * Q2 2019 July 26, 2019 August 7, 2019 154,146 0.3075 * August 14, 2019 September 18, 2019 138 * Q3 2019 November 1, 2019 November 13, 2019 153,033 0.3075 * November 14, 2019 November 14, 2019 138 * ** December 31, 2019 December 31, 2019 2,299 ** Total 2019 $ 492,477 Q4 2019 January 31, 2020 February 12, 2020 $ 148,876 $ 0.3075 * February 14, 2020 February 14, 2020 138 * Q1 2020 April 30, 2020 May 12, 2020 147,519 0.3075 * May 15, 2020 May 15, 2020 137 * Q2 2020 July 30, 2020 August 12, 2020 146,664 0.3075 * August 14, 2020 August 14, 2020 138 * Q3 2020 October 29, 2020 November 12, 2020 146,581 0.3075 * November 16, 2020 November 16, 2020 137 * Total 2020 $ 590,190 Q4 2020 February 3, 2021 February 11, 2021 $ 147,194 $ 0.3075 * February 16, 2021 February 16, 2021 138 * Q1 2021 April 28, 2021 May 12, 2021 108,799 0.2250 * May 17, 2021 May 17, 2021 137 * Q2 2021 July 28, 2021 August 11, 2021 107,719 0.2250 * August 16, 2021 August 16, 2021 138 * Q3 2021 October 27, 2021 November 10, 2021 107,459 0.2250 * November 15, 2021 November 15, 2021 137 * Total 2021 $ 471,721 * Dividends are paid in accordance with the terms of the Series A Preferred Stock as discussed in Note 14—Equity and Earnings Per Common Share. ** D istributions declared on unvested Series B Units prior to the closing date of the Transactions that were paid upon the vesting date to the holders of the Exchanged B Units On January 12, 2022, the Board announced the declaration of a cash dividend on the shares of AM common stock of $0.225 per share for the quarter ended December 31, 2021. The dividend was paid on February 9, 2022 to stockholders of record as of January 26, 2022. The Company pays dividends (i) out of surplus or (ii) if there is no surplus, out of the net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, as provided under Delaware law. The Board also declared a cash dividend of $138 thousand on the shares of Series A Preferred Stock of Antero Midstream Corporation that was paid on February 14, 2022 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 14—Equity and Earnings Per Common Share. As of December 31, 2021, there were dividends in the amount of |
Equity and Earnings Per Common
Equity and Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Equity and Earnings Per Common Share | |
Equity and Earnings Per Common Share | (14) Equity and Earnings Per Common Share (a) Preferred Stock The Board 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 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 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 AM 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 AM 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: Year Ended December 31, (in thousands) 2019 2020 2021 Basic weighted average number of shares outstanding 442,640 478,278 477,270 Add: Dilutive effect of RSUs — — 1,201 Add: Dilutive effect of PSUs — — 232 Add: Dilutive effect of Series A Preferred Stock — — 1,033 Diluted weighted average number of shares outstanding 442,640 478,278 479,736 Weighted average number of outstanding equity awards excluded from calculation of diluted earnings per common share (1): RSUs 1,026 1,812 258 PSUs — 148 — Series A Preferred Shares 1,318 1,297 — (1) The potential dilutive effects of these awards were excluded from the computation of earnings (loss) per common shares, assuming dilution because the inclusion of these awards would have been anti-dilutive. (c) Earnings Per Common Share Earnings per common share—basic is computed by dividing net income (loss) attributable to Antero Midstream by the basic weighted average number of shares 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. Year Ended December 31, (in thousands, except per share amounts) 2019 2020 2021 Net income (loss) $ (355,114) (122,527) 331,617 Less preferred stock dividends (442) (550) (550) Net income (loss) available to common shareholders $ (355,556) (123,077) 331,067 Net income (loss) per share–basic $ (0.80) (0.26) 0.69 Net income (loss) per share–diluted $ (0.80) (0.26) 0.69 Weighted average common shares outstanding–basic 442,640 478,278 477,270 Weighted average common shares outstanding–diluted 442,640 478,278 479,736 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Fair Value Measurement | (15) Fair Value Measurement Business Combination As the Transactions were accounted for under the acquisition method of accounting, the Company estimated the fair value of assets acquired and liabilities assumed at March 12, 2019. See Note 3—Business Combination. In connection with the Transactions, the Company, among other things, issued shares of common stock valued at the closing market price of the common shares at the effective time of the Transactions, which was a Level 1 measurement. The Company used the discounted cash flow approach, which is an income statement technique, to estimate the fair value of the customer relationships and investments in unconsolidated affiliates using a weighted-average cost of capital of 14.1% as of March 12, 2019, which is based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy. The Company also used this approach in combination with the cost approach to estimate the fair value of property and equipment whereby certain property and equipment was adjusted for recent purchases of similar items, economic and functional obsolescence, location, normal useful lives and capacity (if applicable). To estimate the fair value of the long-term debt, the Company used Level 2 market data inputs. Goodwill The Company estimated the fair value of its assets in performing its goodwill impairment analysis. The Company utilized a combination of approaches to discounted cash flow approach, comparable company method and the market value approach. The Company used a weighted-average cost of capital of Property and equipment The Company estimated the undiscounted future cash flow projections to assess its property and equipment for impairment. The carrying values of certain fresh water permanent buried pipelines and equipment and fresh water surface pipelines and equipment were deemed not recoverable. As a result, the carrying values have been reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs and a discount rate typical of third-party market participants of 19.0% as of March 31, 2020, which is a Level 3 fair value measurement within the fair value hierarchy. Contingent Acquisition Consideration In connection with Antero Resources’ contribution of Antero Water and certain water handling 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 Antero Midstream Partners delivered 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 delivered 219,200,000 barrels or more of fresh water during the period between January 1, 2018 and December 31, 2020. This contingent consideration liability was valued based on Level 3 inputs related to expected average volumes and weighted average cost of capital. In January 2020, Antero Midstream Partners paid Antero Resources $125 million and, as of December 31, 2020, no additional contingent acquisition consideration was earned. Senior Unsecured Notes As of December 31, 2020 and 2021 the fair value and carrying value of the Company’s senior unsecured notes were as follows: December 31, 2020 December 31, 2021 (in thousands) Fair Value (1) Carrying Value (2) Fair Value (1) Carrying Value (2) 2024 Notes $ 633,750 646,391 — — 2026 Notes 569,250 543,267 604,450 544,294 2027 Notes 637,000 645,390 672,750 645,970 2028 Notes 624,000 643,078 680,225 643,902 2029 Notes — — 783,750 741,544 Total $ 2,464,000 2,478,126 2,741,175 2,575,710 (1) Fair values are based on Level 2 market data inputs. (2) Carrying values are presented net of unamortized debt issuance costs and debt premiums. Other Assets and Liabilities The carrying values of accounts receivable and accounts payable as of December 31, 2020 and 2021 approximated fair value because of their short-term nature. The carrying value of the amounts under the Credit Facility as of December 31, 2020 and 2021 approximated fair value because the variable interest rates are reflective of current market conditions. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2021 | |
Investments in Unconsolidated Affiliates | |
Investments in Unconsolidated Affiliates | (16) Investments in Unconsolidated Affiliates (a) Summary of Investments in Unconsolidated Affiliates Investment in Stonewall and MarkWest Joint Venture The Company has a 15% equity interest in a gathering system of Stonewall, which operates a 67-mile pipeline on which Antero Resources is an anchor shipper. The Company has a 50% equity interest in the Joint Venture to develop processing and fractionation assets with MarkWest, a wholly owned subsidiary of 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 The Company’s net income (loss) 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 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 approach under FASB ASC Topic 230, Statement of Cash Flows . 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 applicable Board of Directors and participation in policy-making decisions of Stonewall and the Joint Venture. The following table is a reconciliation of the Company’s investments in these unconsolidated affiliates: Total Investment MarkWest in Unconsolidated (in thousands) Stonewall Joint Venture Affiliates Balance as of December 31, 2019 $ 140,458 569,181 709,639 Additional investments — 25,267 25,267 Equity in earnings of unconsolidated affiliates (1) 6,924 79,506 86,430 Distributions from unconsolidated affiliates (9,750) (89,108) (98,858) Balance as of December 31, 2020 137,632 584,846 722,478 Additional investments — 2,070 2,070 Equity in earnings of unconsolidated affiliates (1) 6,560 83,891 90,451 Distributions from unconsolidated affiliates (13,620) (105,370) (118,990) Balance as of December 31, 2021 $ 130,572 565,437 696,009 (1) 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 net assets of Stonewall and the Joint Venture as of the closing date of the Transaction. (b) Summarized Financial Information of Unconsolidated Affiliates Combined Balance Sheets December 31, (in thousands) 2020 2021 Current assets $ 85,386 74,704 Noncurrent assets 1,652,196 1,602,093 Total assets $ 1,737,582 1,676,797 Current liabilities $ 9,242 8,375 Noncurrent liabilities 5,225 4,827 Noncontrolling interest 169,218 161,842 Partners' capital 1,553,897 1,501,753 Total liabilities and partners' capital $ 1,737,582 1,676,797 Statements of Combined Operations Year Ended December 31, (in thousands) 2019 2020 2021 Revenues $ 254,868 321,880 333,565 Operating expenses 105,218 122,660 130,080 Income from operations 149,650 199,220 203,485 Net income attributable to unconsolidated affiliates, including noncontrolling interest 173,265 230,564 236,444 Net income attributable to unconsolidated affiliates 181,448 238,991 245,256 |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2021 | |
Reportable Segments | |
Reportable Segments | (17) Reportable Segments Prior to the closing of the Transactions, the Company had no reportable segment results. Following the completion of the Transactions, the Company’s operations, which are located in the United States, are organized into 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 The Company’s water handling segment includes two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, which portions of these systems are also utilized to transport flowback and produced water. The water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments to transport water throughout the systems used to deliver water to Antero Resources’ well completions. In addition, the water handling segment also includes the Clearwater Facility that was placed in service in 2018 and idled in September 2019, see Note 4—Clearwater Facility Idling. See Note 8—Property and Equipment for additional information. 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. The summarized operating results and assets of the Company’s reportable segments are as follows: Year Ended December 31, 2019 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 543,538 306,010 — 849,548 Revenue–third-party — 50 — 50 Amortization of customer relationships (29,850) (27,160) — (57,010) Total revenues 513,688 278,900 — 792,588 Operating expenses: Direct operating 41,546 154,272 — 195,818 General and administrative 26,221 13,028 78,864 118,113 Facility idling — 11,401 — 11,401 Depreciation 39,652 55,874 — 95,526 Impairment of property and equipment 592 409,147 — 409,739 Impairment of goodwill — 340,350 — 340,350 Impairment of customer relationships — 11,871 — 11,871 Accretion and change in fair value of contingent acquisition consideration — 8,076 — 8,076 Accretion of asset retirement obligations — 187 — 187 Total operating expenses 108,011 1,004,206 78,864 1,191,081 Operating income (loss) $ 405,677 (725,306) (78,864) (398,493) Equity in earnings of unconsolidated affiliates $ 51,315 — — 51,315 Total assets $ 4,891,114 1,287,245 104,519 6,282,878 Additions to property and equipment $ 267,383 124,607 — 391,990 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. Year Ended December 31, 2020 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 711,459 259,932 — 971,391 Amortization of customer relationships (37,086) (33,586) — (70,672) Total revenues 674,373 226,346 — 900,719 Operating expenses: Direct operating 56,508 108,878 — 165,386 General and administrative 29,899 14,184 8,130 52,213 Facility idling — 15,219 — 15,219 Depreciation 57,300 51,490 — 108,790 Impairment of property and equipment 947 97,232 — 98,179 Impairment of goodwill 575,461 — — 575,461 Accretion of asset retirement obligations — 180 — 180 Loss on asset sale 2,689 240 — 2,929 Total operating expenses 722,804 287,423 8,130 1,018,357 Operating loss $ (48,431) (61,077) (8,130) (117,638) Equity in earnings of unconsolidated affiliates $ 86,430 — — 86,430 Total assets $ 4,364,848 1,125,318 120,746 5,610,912 Additions to property and equipment $ 157,931 38,793 — 196,724 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. Year Ended December 31, 2021 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 749,737 218,621 — 968,358 Revenue–third-party — 516 — 516 Amortization of customer relationships (37,086) (33,586) — (70,672) Total revenues 712,651 185,551 — 898,202 Operating expenses: Direct operating 65,983 91,137 — 157,120 General and administrative 36,380 22,817 4,641 63,838 Facility idling — 3,997 — 3,997 Depreciation 59,692 49,098 — 108,790 Impairment of property and equipment 4,608 434 — 5,042 Accretion of asset retirement obligations — 460 — 460 Loss on asset sale 3,628 — — 3,628 Total operating expenses 170,291 167,943 4,641 342,875 Operating income $ 542,360 17,608 (4,641) 555,327 Equity in earnings of unconsolidated affiliates $ 90,451 — 90,451 Total assets $ 4,450,939 1,092,122 940 5,544,001 Additions to property and equipment, net $ 186,588 46,237 — 232,825 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In the opinion of management, these consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2020 and 2021, and the results of the Company’s operations and its cash flows for the years ended December 31, 2019, 2020 and 2021. The Company has no items of other comprehensive income (loss); therefore, net income (loss) is equal to comprehensive income (loss). Certain costs of doing business incurred and charged to the Company by Antero Resources have been reflected in the accompanying consolidated financial statements. These costs include general and administrative expenses provided to the Company by Antero Resources in exchange for: ● ● ● Transactions between the Company and Antero Resources have been identified in the consolidated financial statements (see Note 6—Transactions with Affiliates). |
Principles of Consolidation | (b) Principles of Consolidation The accompanying 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. All significant intercompany accounts and transactions have been eliminated in the Company’s consolidated financial statements. Prior to the Transactions on March 12, 2019, AMGP had determined that Antero Midstream Partners was a variable interest entity (“VIE”) for which AMGP was not the primary beneficiary and therefore did not consolidate. AMGP concluded that Antero Resources was the primary beneficiary of Antero Midstream Partners and Antero Resources consolidated its financial results. Antero Resources was the primary beneficiary based on its power to direct the activities that most significantly impacted Antero Midstream Partners’ economic performance and its obligations to absorb losses or receive benefits of Antero Midstream Partners that would be significant to Antero Midstream Partners. Antero Resources owned approximately of the outstanding limited partner interests in Antero Midstream Partners prior to the Transactions and its officers and management group also acted as management of Antero Midstream Partners. AMGP did not own any limited partnership interests in Antero Midstream Partners and had no capital interests in Antero Midstream Partners. AMGP did not provide financial support to Antero Midstream Partners. AMGP’s ownership of the non-economic general partner interest in Antero Midstream Partners prior to the Transactions provided AMGP with significant influence over Antero Midstream Partners, but not control over the decisions that most significantly impacted the economic performance of Antero Midstream Partners. AMGP’s indirect ownership of the IDRs of Antero Midstream Partners prior to the Transactions entitled AMGP to receive cash distributions from Antero Midstream Partners when distributions exceeded certain target amounts. AMGP’s ownership of these interests prior to the Transactions did not require AMGP to provide financial support to Antero Midstream Partners. AMGP obtained these interests upon its formation for no consideration. Therefore, AMGP had no cost basis and classified its investment in Antero Midstream Partners as a long term investment. Prior to the Transactions, AMGP’s share of Antero Midstream Partner’s earnings were 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 was 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 Antero Midstream Partners 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 reduced its capital account and its equity investment in Antero Midstream Partners. Investments in entities for which the Company exercises significant influence, but not control, are accounted for under the equity method. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as Antero Midstream’s ownership interest, representation on the Board of Directors and participation in the policy-making decisions of equity method investees. Such investments are included in Investments in unconsolidated affiliates on the Company’s consolidated balance sheets. Income from investees that are accounted for under the equity method is included in Equity in earnings of unconsolidated affiliates on the Company’s consolidated statements of operations and cash flows. When the Company records its proportionate share of net income, it increases equity income in the statements of operations and comprehensive income (loss) and the carrying value of that investment on the Company’s balance sheet. When a distribution is received, it is recorded as a reduction to the carrying value of that investment on the balance sheet. The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). |
Revenue Recognition | (c) Revenue Recognition The Company provides gathering, compression and water handling 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, compression and water handling services. The revenue the Company earns from these arrangements is directly related to (i) 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, (ii) in the case of fresh water services, the quantities of fresh water delivered to its customers for use in their well completion operations, (iii) in the case of wastewater treatment services performed by the Company prior to idling of the Clearwater Facility (as defined below) in September 2019, the quantities of wastewater treated for its customers, (iv) in the case of other fluid handling services provided by third parties, the third-party costs the Company incurs plus or (v) in the case of other fluid handling services performed by the Company, a cost of service fee based on the costs incurred by the Company. 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. The Company includes lease revenue within revenues by service. See Note 7—Revenue. |
Use of Estimates | (d) Use of Estimates The preparation of the 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, evaluating impairments of long-lived assets, goodwill and intangible assets, as well as the valuation of accrued liabilities and deferred and current income taxes, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents 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 Property and equipment primarily consists of gathering pipelines, compressor stations and the wastewater treatment facility and related landfill (collectively, the “Clearwater Facility”) previously used for the disposal of salt therefrom, other flowback and produced water facilities; and water handling pipelines and facilities stated at historical cost less accumulated depreciation, amortization and impairment. 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. 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, and 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. 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. The Company recognized an impairment with respect to the Clearwater Facility during the year ended December 31, 2019. See Note 4—Clearwater Facility Idling. |
Asset Retirement Obligations | (g) Asset Retirement Obligations The Company’s asset retirement obligations include its obligation to close, maintain and monitor landfill cells and support facilities. After the landfill is certified closed, the Company must continue to maintain and monitor the landfill for a post-closure period, which generally extends for . 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 water impoundments and wastewater pits when an abandonment date is identified. The Company records the fair value of its water impoundment and wastewater 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. 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. As of December 31, 2020 and 2021, the Company has 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, flowback and produced water facilities and the Clearwater Facility upon abandonment. See Note 4—Clearwater Facility Idling. |
Litigation and Other Contingencies | (h) Litigation and Other Contingencies A liability is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. The Company regularly reviews contingencies to determine the adequacy of our accruals and related disclosures. The ultimate amount of losses, if any, may differ from these estimates. The Company accrues losses associated with environmental obligations when such losses are probable and can be reasonably estimated. Accruals for estimated environmental losses are recognized no later than at the time a remediation feasibility study or an evaluation of response options, is complete. These accruals are adjusted as additional information becomes available or as circumstances change. Future environmental expenditures are not discounted to their present value. Recoveries of environmental costs from other parties are recorded separately as assets at their undiscounted value when receipt of such recoveries is probable. As of December 31, 2020 and 2021, the Company had not recorded any liabilities for litigation, environmental or other contingencies. |
Equity-Based Compensation | (i) Equity-Based Compensation The Company’s consolidated financial statements include equity-based compensation costs related to awards granted by its own plans, as in place before and after the Transactions, as well as costs allocated by Antero Resources for grants made prior to the Transactions. Costs allocated from Antero Resources are offset to additional paid in capital on the consolidated balance sheet. See Note 6—Transactions with Affiliates for additional information regarding Antero Resources’ allocation of expenses to the Company. For awards granted under its own plan, the Company recognizes compensation cost related to all equity-based awards in the financial statements based on the estimated grant date fair value. The Company is to grant various types of equity-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, dividend equivalent awards and other types of awards. The grant date fair values of such awards are determined based on the type of award and may utilize market prices on the date of grant, Black-Scholes option-pricing model, Monte Carlo simulations or other acceptable valuation methodologies, as appropriate for the type of equity-based award. Compensation cost is recognized ratably over the applicable vesting or service period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. See Note 12—Equity-Based Compensation and Cash Awards. |
Income Taxes | (j) Income Taxes The Company recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss and charitable contribution carryforwards 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. The Company regularly reviews its tax positions in each significant taxing jurisdiction during the process of evaluating its tax provision. The Company 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. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act allows corporations with net operating losses (“NOLs”) incurred in 2018, 2019 and 2020 to carry back such NOLs to each of the five years preceding the year of the NOLs, beginning with the earliest year in which there was taxable income, and claim an income tax refund in the applicable carryback years. As a result of this NOLs carryback provision in the CARES Act, the Company was able to recognize an income tax refund receivable in March 2020 of $55 million, including $11 million in income tax benefit for the current year and $44 million of previously recognized deferred income tax benefit. As of December 31, 2021, the Company had received all of this refund. |
Fair Value Measures | (k) Fair Value Measures 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 consolidated 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—third party, accrued liabilities and, other current liabilities 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). Additionally, the Company uses certain valuation techniques in performing its annual goodwill impairment test described below and in determining the fair value of property and equipment, both of which were subject to impairment write downs during the years ended December 31, 2019 and 2020. |
Investments in Unconsolidated Affiliates | (l) Investments in Unconsolidated Affiliates 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 16—Investments in Unconsolidated Affiliates. |
Business Combinations | (m) Business Combinations 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, as applicable, 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 Combination. |
Goodwill and Intangible Assets | (n) Goodwill and Intangible Assets 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 in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the carrying value of the reporting unit. The fair value is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements. If the fair value of the reporting unit is less than the carrying value, including goodwill, the excess of the book value over the fair value of goodwill is charged to net income as an impairment expense. Amortization of intangible assets 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. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset 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. As of March 31, 2020, the Company’s goodwill was fully impaired. See Note 4—Clearwater Facility Idling and Note 5—Goodwill and Intangibles. |
Treasury Share Retirement | (o) Treasury Share Retirement The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first, to additional paid-in capital, and then to accumulated deficit. The portion allocable to additional paid-in capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares outstanding, to the balance of additional paid-in capital as of retirement. |
Recently Adopted Accounting Standard | (p) Recently Adopted Accounting Standard In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes . Income Taxes (“ASC 740”) and also simplifies portions of ASC 740 by clarifying and amending existing guidance. It is effective for interim and annual reporting periods after December 15, 2020. The Company adopted this ASU on January 1, 2021, and it did not have a material impact on the Company’s consolidated financial statements. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 AM 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 AM 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 final purchase price allocation of the Transactions are summarized in the table below. The fair value of assets acquired and liabilities assumed at March 12, 2019 were 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 3,371,427 Investments in unconsolidated affiliates 568,285 Customer relationships 1,567,000 Other assets, net 42,887 Total assets acquired 6,312,710 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 Other liabilities 8,524 Total liabilities assumed 2,611,931 Net assets acquired, excluding goodwill 3,700,779 Goodwill 915,811 Net assets acquired $ 4,616,590 |
Clearwater Facility Idling (Tab
Clearwater Facility Idling (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Clearwater Facility Idling | |
Schedule of Clearwater Facility impairment | Year Ended December 31, (in thousands) 2019 2020 2021 Impairment of property and equipment $ 408,882 6,745 — Impairment of goodwill 42,290 — — Impairment of customer relationships 11,871 — — Total impairment expense $ 463,043 6,745 — |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangibles | |
Schedule of changes in the carrying amount of goodwill by reportable segment | Gathering and Water (in thousands) Processing Handling Total Goodwill as of December 31, 2018 $ — — — Goodwill acquired (1) 575,461 340,350 915,811 Impairment of goodwill — (340,350) (340,350) Goodwill as of December 31, 2019 575,461 — 575,461 Impairment of goodwill (575,461) — (575,461) Goodwill as of December 31, 2020 $ — — — (1) See Note 3—Business Combination. |
Schedule of changes in carrying amount of customer relationships | The changes in the carrying amount of customer relationships were as follows (in thousands): Customer relationships as of December 31, 2018 $ — Customer relationships acquired (1) 1,567,000 Amortization of customer relationships (57,010) Impairment of customer relationships (11,871) Customer relationships as of December 31, 2019 1,498,119 Amortization of customer relationships (70,672) Customer relationships as of December 31, 2020 1,427,447 Amortization of customer relationships (70,672) Customer relationships as of December 31, 2021 $ 1,356,775 (1) See Note 3—Business Combination. |
Schedule of future amortization expense | Future amortization expense is as follows (in thousands): Year ending December 31, 2022 $ 70,672 Year ending December 31, 2023 70,672 Year ending December 31, 2024 70,672 Year ending December 31, 2025 70,672 Year ending December 31, 2026 70,672 Thereafter 1,003,415 Total $ 1,356,775 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedule of minimum future lease cash flows to be received by the Company under the gathering and compression agreement | Minimum future lease cash flows to be received by the Company under the gathering and compression agreement as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 $ 277,834 Year ending December 31, 2023 281,779 Year ending December 31, 2024 282,551 Year ending December 31, 2025 268,299 Year ending December 31, 2026 254,886 Thereafter 196,462 Total $ 1,561,811 |
Schedule of disaggregation of revenue | Year Ended December 31, (in thousands) 2019 2020 2021 Reportable Segment Type of service Gathering—low pressure $ 254,350 353,491 354,941 Gathering and Processing (1) Gathering—low pressure rebate — (48,000) (12,000) Gathering and Processing (1) Gathering—high pressure 151,283 210,821 207,804 Gathering and Processing (1) Compression 137,905 195,147 198,992 Gathering and Processing (1) Fresh water delivery 157,633 158,707 137,278 Water Handling Wastewater treatment 25,058 — — Water Handling Other fluid handling 123,369 101,225 81,859 Water Handling Amortization of customer relationships (2) (29,850) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (2) (27,160) (33,586) (33,586) Water Handling Total $ 792,588 900,719 898,202 Type of contract Per Unit Fixed Fee $ 543,538 759,459 761,737 Gathering and Processing (1) Gathering—low pressure rebate — (48,000) (12,000) Gathering and Processing (1) Per Unit Fixed Fee 182,691 158,707 137,278 Water Handling Cost plus 3% 123,030 90,478 65,007 Water Handling Cost of service fee 339 10,747 16,852 Water Handling Amortization of customer relationships (2) (29,850) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (2) (27,160) (33,586) (33,586) Water Handling Total $ 792,588 900,719 898,202 (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering system. (2) Fair value of customer contracts acquired as part of the Transactions discussed in Note 3—Business Combination. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Schedule of investment in property and equipment | Estimated December 31, (in thousands) Useful Lives 2020 2021 Land n/a $ 23,582 23,369 Gathering systems and facilities 40-50 years (1) 2,643,927 2,817,918 Permanent buried pipelines and equipment 7-20 years 545,419 582,481 Surface pipelines and equipment 1-7 years 50,916 54,542 Heavy trucks and equipment 3-5 years 5,919 5,157 Above ground storage tanks 5-10 years 2,483 2,946 Construction-in-progress n/a 139,506 174,271 Total property and equipment 3,411,752 3,660,684 Less accumulated depreciation (157,708) (265,938) Property and equipment, net $ 3,254,044 3,394,746 (1) Gathering systems and facilities are recognized as a single-leased asset with no residual value. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Summary of income tax expense (benefit) | Year Ended December 31, (in thousands) 2019 2020 2021 Current income tax expense (benefit) $ (539) (55,517) — Deferred income tax expense (benefit) (101,927) (171) 117,123 Total income tax expense (benefit) $ (102,466) (55,688) 117,123 |
Summary of reconciliation of income tax expense | Year Ended December 31, (in thousands) 2019 2020 2021 Federal income tax expense (benefit) $ (96,092) (37,426) 94,235 State income tax expense (benefit), net of federal benefit (17,089) (6,998) 21,375 Non-deductible equity-based compensation 13,694 516 1,713 Charitable contributions (2,473) — — Carryback of NOLs — (11,225) — Other (506) (555) (200) Total income tax expense (benefit) $ (102,466) (55,688) 117,123 |
Schedule of temporary differences between assets and liabilities | December 31, (in thousands) 2020 2021 Deferred tax assets: NOL carryforwards $ 60,606 92,896 Investment in Antero Midstream Partners 37,710 — Equity-based compensation 2,590 1,815 Charitable contributions 2,496 2,582 Total deferred tax asset 103,402 97,293 Deferred tax liabilities: Investment in Antero Midstream Partners — 111,014 Total deferred tax liability — 111,014 Net deferred tax asset (liability) $ 103,402 (13,721) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt. | |
Schedule of long-term debt | December 31, (in thousands) 2020 2021 Credit Facility (a) $ 613,500 547,200 5.375% senior notes due 2024 (b) 650,000 — 7.875% senior notes due 2026 (c) 550,000 550,000 5.75% senior notes due 2027 (d) 650,000 650,000 5.75% senior notes due 2028 (e) 650,000 650,000 5.375% senior notes due 2029 (f) — 750,000 Total principal 3,113,500 3,147,200 Unamortized debt premiums 4,261 2,106 Unamortized debt issuance costs (26,135) (26,396) Total long-term debt $ 3,091,626 3,122,910 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities | |
Schedule of accrued liabilities | December 31, (in thousands) 2020 2021 Capital expenditures $ 11,307 24,900 Operating expenses 10,038 10,417 Interest expense 46,209 36,794 Ad valorem taxes 3,368 5,400 Other 4,025 3,327 Total accrued liabilities $ 74,947 80,838 |
Equity-Based Compensation and_2
Equity-Based Compensation and Cash Awards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of equity based compensation by type of award | Year Ended December 31, (in thousands) 2019 2020 2021 Series B Units and Exchanged B Units $ 65,639 — — Stock options (1) 98 — — Restricted stock units (1) 5,440 9,964 11,461 Performance share units (1) 1,261 1,912 1,158 Equity awards issued to directors 1,079 902 910 Total expense $ 73,517 12,778 13,529 (1) Amounts include equity-based compensation expense allocated to the Company by Antero Resources. |
Summary of RSU awards activity | Weighted Average Number Grant Date of Units Fair Value Total AM LTIP RSUs awarded and unvested—December 31, 2020 3,314,955 $ 8.09 Granted 1,792,325 8.71 Vested (1,293,498) 9.01 Forfeited (240,405) 7.49 Total AM LTIP RSUs awarded and unvested—December 31, 2021 3,573,377 $ 8.11 |
ROIC PSUs | |
Summary of RSU awards activity | Weighted Average Number Grant Date of Units Fair Value Total AM LTIP PSUs awarded and unvested—December 31, 2020 148,306 $ 6.32 Granted — — Vested — — Forfeited (31,780) 6.32 Total AM LTIP PSUs awarded and unvested—December 31, 2021 116,526 $ 6.32 |
Cash Distributions and Divide_2
Cash Distributions and Dividends (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash Distributions and Dividends | |
Schedule of quarterly distributions and dividends paid | The following table details the amount of distributions and dividends paid with respect to the quarter indicated (in thousands, except per share data): Distributions/ Distribution/ Distributions/ Dividends Period Record Date Dividend Date Dividends per Share Q4 2018 February 1, 2019 February 21, 2019 $ 30,543 $ 0.1640 Q1 2019 April 26, 2019 May 8, 2019 152,082 0.3025 * May 15, 2019 May 15, 2019 98 * Q2 2019 July 26, 2019 August 7, 2019 154,146 0.3075 * August 14, 2019 September 18, 2019 138 * Q3 2019 November 1, 2019 November 13, 2019 153,033 0.3075 * November 14, 2019 November 14, 2019 138 * ** December 31, 2019 December 31, 2019 2,299 ** Total 2019 $ 492,477 Q4 2019 January 31, 2020 February 12, 2020 $ 148,876 $ 0.3075 * February 14, 2020 February 14, 2020 138 * Q1 2020 April 30, 2020 May 12, 2020 147,519 0.3075 * May 15, 2020 May 15, 2020 137 * Q2 2020 July 30, 2020 August 12, 2020 146,664 0.3075 * August 14, 2020 August 14, 2020 138 * Q3 2020 October 29, 2020 November 12, 2020 146,581 0.3075 * November 16, 2020 November 16, 2020 137 * Total 2020 $ 590,190 Q4 2020 February 3, 2021 February 11, 2021 $ 147,194 $ 0.3075 * February 16, 2021 February 16, 2021 138 * Q1 2021 April 28, 2021 May 12, 2021 108,799 0.2250 * May 17, 2021 May 17, 2021 137 * Q2 2021 July 28, 2021 August 11, 2021 107,719 0.2250 * August 16, 2021 August 16, 2021 138 * Q3 2021 October 27, 2021 November 10, 2021 107,459 0.2250 * November 15, 2021 November 15, 2021 137 * Total 2021 $ 471,721 * Dividends are paid in accordance with the terms of the Series A Preferred Stock as discussed in Note 14—Equity and Earnings Per Common Share. ** D istributions declared on unvested Series B Units prior to the closing date of the Transactions that were paid upon the vesting date to the holders of the Exchanged B Units |
Equity and Earnings Per Commo_2
Equity and Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity and Earnings Per Common Share | |
Schedule of weighted average shares outstanding | Year Ended December 31, (in thousands) 2019 2020 2021 Basic weighted average number of shares outstanding 442,640 478,278 477,270 Add: Dilutive effect of RSUs — — 1,201 Add: Dilutive effect of PSUs — — 232 Add: Dilutive effect of Series A Preferred Stock — — 1,033 Diluted weighted average number of shares outstanding 442,640 478,278 479,736 Weighted average number of outstanding equity awards excluded from calculation of diluted earnings per common share (1): RSUs 1,026 1,812 258 PSUs — 148 — Series A Preferred Shares 1,318 1,297 — (1) The potential dilutive effects of these awards were excluded from the computation of earnings (loss) per common shares, assuming dilution because the inclusion of these awards would have been anti-dilutive. |
Schedule of earnings per common share | Year Ended December 31, (in thousands, except per share amounts) 2019 2020 2021 Net income (loss) $ (355,114) (122,527) 331,617 Less preferred stock dividends (442) (550) (550) Net income (loss) available to common shareholders $ (355,556) (123,077) 331,067 Net income (loss) per share–basic $ (0.80) (0.26) 0.69 Net income (loss) per share–diluted $ (0.80) (0.26) 0.69 Weighted average common shares outstanding–basic 442,640 478,278 477,270 Weighted average common shares outstanding–diluted 442,640 478,278 479,736 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Schedule of fair value and carrying value of Senior Notes | December 31, 2020 December 31, 2021 (in thousands) Fair Value (1) Carrying Value (2) Fair Value (1) Carrying Value (2) 2024 Notes $ 633,750 646,391 — — 2026 Notes 569,250 543,267 604,450 544,294 2027 Notes 637,000 645,390 672,750 645,970 2028 Notes 624,000 643,078 680,225 643,902 2029 Notes — — 783,750 741,544 Total $ 2,464,000 2,478,126 2,741,175 2,575,710 (1) Fair values are based on Level 2 market data inputs. (2) Carrying values are presented net of unamortized debt issuance costs and debt premiums. |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments in Unconsolidated Affiliates | |
Schedule of reconciliation of investments in unconsolidated affiliates | Total Investment MarkWest in Unconsolidated (in thousands) Stonewall Joint Venture Affiliates Balance as of December 31, 2019 $ 140,458 569,181 709,639 Additional investments — 25,267 25,267 Equity in earnings of unconsolidated affiliates (1) 6,924 79,506 86,430 Distributions from unconsolidated affiliates (9,750) (89,108) (98,858) Balance as of December 31, 2020 137,632 584,846 722,478 Additional investments — 2,070 2,070 Equity in earnings of unconsolidated affiliates (1) 6,560 83,891 90,451 Distributions from unconsolidated affiliates (13,620) (105,370) (118,990) Balance as of December 31, 2021 $ 130,572 565,437 696,009 (1) 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 net assets of Stonewall and the Joint Venture as of the closing date of the Transaction. Combined Balance Sheets December 31, (in thousands) 2020 2021 Current assets $ 85,386 74,704 Noncurrent assets 1,652,196 1,602,093 Total assets $ 1,737,582 1,676,797 Current liabilities $ 9,242 8,375 Noncurrent liabilities 5,225 4,827 Noncontrolling interest 169,218 161,842 Partners' capital 1,553,897 1,501,753 Total liabilities and partners' capital $ 1,737,582 1,676,797 Statements of Combined Operations Year Ended December 31, (in thousands) 2019 2020 2021 Revenues $ 254,868 321,880 333,565 Operating expenses 105,218 122,660 130,080 Income from operations 149,650 199,220 203,485 Net income attributable to unconsolidated affiliates, including noncontrolling interest 173,265 230,564 236,444 Net income attributable to unconsolidated affiliates 181,448 238,991 245,256 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reportable Segments | |
Schedule of operating results and assets of the Company's reportable segments | Year Ended December 31, 2019 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 543,538 306,010 — 849,548 Revenue–third-party — 50 — 50 Amortization of customer relationships (29,850) (27,160) — (57,010) Total revenues 513,688 278,900 — 792,588 Operating expenses: Direct operating 41,546 154,272 — 195,818 General and administrative 26,221 13,028 78,864 118,113 Facility idling — 11,401 — 11,401 Depreciation 39,652 55,874 — 95,526 Impairment of property and equipment 592 409,147 — 409,739 Impairment of goodwill — 340,350 — 340,350 Impairment of customer relationships — 11,871 — 11,871 Accretion and change in fair value of contingent acquisition consideration — 8,076 — 8,076 Accretion of asset retirement obligations — 187 — 187 Total operating expenses 108,011 1,004,206 78,864 1,191,081 Operating income (loss) $ 405,677 (725,306) (78,864) (398,493) Equity in earnings of unconsolidated affiliates $ 51,315 — — 51,315 Total assets $ 4,891,114 1,287,245 104,519 6,282,878 Additions to property and equipment $ 267,383 124,607 — 391,990 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. Year Ended December 31, 2020 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 711,459 259,932 — 971,391 Amortization of customer relationships (37,086) (33,586) — (70,672) Total revenues 674,373 226,346 — 900,719 Operating expenses: Direct operating 56,508 108,878 — 165,386 General and administrative 29,899 14,184 8,130 52,213 Facility idling — 15,219 — 15,219 Depreciation 57,300 51,490 — 108,790 Impairment of property and equipment 947 97,232 — 98,179 Impairment of goodwill 575,461 — — 575,461 Accretion of asset retirement obligations — 180 — 180 Loss on asset sale 2,689 240 — 2,929 Total operating expenses 722,804 287,423 8,130 1,018,357 Operating loss $ (48,431) (61,077) (8,130) (117,638) Equity in earnings of unconsolidated affiliates $ 86,430 — — 86,430 Total assets $ 4,364,848 1,125,318 120,746 5,610,912 Additions to property and equipment $ 157,931 38,793 — 196,724 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. Year Ended December 31, 2021 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 749,737 218,621 — 968,358 Revenue–third-party — 516 — 516 Amortization of customer relationships (37,086) (33,586) — (70,672) Total revenues 712,651 185,551 — 898,202 Operating expenses: Direct operating 65,983 91,137 — 157,120 General and administrative 36,380 22,817 4,641 63,838 Facility idling — 3,997 — 3,997 Depreciation 59,692 49,098 — 108,790 Impairment of property and equipment 4,608 434 — 5,042 Accretion of asset retirement obligations — 460 — 460 Loss on asset sale 3,628 — — 3,628 Total operating expenses 170,291 167,943 4,641 342,875 Operating income $ 542,360 17,608 (4,641) 555,327 Equity in earnings of unconsolidated affiliates $ 90,451 — 90,451 Total assets $ 4,450,939 1,092,122 940 5,544,001 Additions to property and equipment, net $ 186,588 46,237 — 232,825 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. |
Organization (Details)
Organization (Details) | Mar. 12, 2019$ / sharesshares | Dec. 31, 2021item$ / shares | Dec. 31, 2020$ / shares |
Organization | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Water Handling. | |||
Organization | |||
Number of independent fresh water systems | item | 2 | ||
Stonewall | |||
Organization | |||
Ownership percentage | 15.00% | ||
MarkWest Joint Venture | |||
Organization | |||
Ownership percentage | 50.00% | ||
Series B Unit, Vested and Unvested | |||
Organization | |||
Shares exchange ratio | shares | 176.0041 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 11, 2019 | |
Principles of Consolidation | ||||||
Third party out of pocket costs reimbursement markup (as a percent) | 3.00% | |||||
Property and Equipment | ||||||
Impairment of long-lived assets | $ 89,000 | $ 5,042 | $ 98,179 | $ 409,739 | ||
Asset Retirement Obligations | ||||||
Post-closure period for landfill to maintain and monitor | 30 years | |||||
Asset retirement obligations | $ 4,000 | 5,000 | ||||
Income taxes | ||||||
Income tax refund receivable as a result of the CARES Act | $ 55,000 | $ 55,000 | ||||
Current income tax benefit | 11,000 | 55,517 | $ 539 | |||
Previously recognized deferred income tax benefit | $ 44,000 | |||||
Fresh water delivery | ||||||
Property and Equipment | ||||||
Impairment of long-lived assets | $ 90,000 | |||||
Antero Resources | Antero Midstream Partners | ||||||
Principles of Consolidation | ||||||
Ownership percentage | 53.00% |
Business Combination - Fair Val
Business Combination - Fair Value of Consideration Transferred (Details) $ / shares in Units, $ in Thousands | Mar. 12, 2019USD ($)$ / shares |
Antero Midstream GP LP | |
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 AMC common stock issued(1) | $ 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 Liabilities Assumed (Details) $ in Thousands | Mar. 12, 2019USD ($)segment | Dec. 31, 2019USD ($) |
Estimated fair value of assets acquired and liabilities assumed | ||
Goodwill | $ 575,461 | |
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 | 3,371,427 | |
Investments in unconsolidated affiliates | 568,285 | |
Customer relationships | 1,567,000 | |
Other assets, net | 42,887 | |
Total assets acquired | 6,312,710 | |
Accrued liabilities | 87,021 | |
Other current liabilities | 537 | |
Long-term debt | 2,364,935 | |
Contingent acquisition consideration | 116,924 | |
Other liabilities | 8,524 | |
Total liabilities assumed | 2,611,931 | |
Net assets acquired, excluding goodwill | 3,700,779 | |
Goodwill | 915,811 | |
Net assets acquired | $ 4,616,590 | |
Acquisition costs | $ 6,000 | |
Antero Midstream Partners | Customer relationships | ||
Estimated fair value of assets acquired and liabilities assumed | ||
Weighted average amortization period | 23 years | |
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 | |
Gathering And Processing | ||
Estimated fair value of assets acquired and liabilities assumed | ||
Number of reporting units | segment | 3 | |
Gathering And Processing | Antero Midstream Partners | ||
Estimated fair value of assets acquired and liabilities assumed | ||
Goodwill | $ 575,000 | |
Water Handling. | ||
Estimated fair value of assets acquired and liabilities assumed | ||
Number of reporting units | segment | 2 | |
Water Handling. | Antero Midstream Partners | ||
Estimated fair value of assets acquired and liabilities assumed | ||
Goodwill | $ 340,000 |
Clearwater Facility Idling (Det
Clearwater Facility Idling (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Clearwater Facility Impairment | ||||
Impairment of long-lived assets | $ 89,000 | $ 5,042 | $ 98,179 | $ 409,739 |
Impairment of goodwill | 575,461 | 340,350 | ||
Impairment charge | 11,871 | |||
Total impairment expense | 5,042 | 673,640 | 761,960 | |
Facility idling | 3,997 | 15,219 | 11,401 | |
Customer relationships | ||||
Clearwater Facility Impairment | ||||
Impairment charge | 11,871 | |||
Clearwater Facility | ||||
Clearwater Facility Impairment | ||||
Impairment of long-lived assets | 6,745 | 408,882 | ||
Impairment of goodwill | 42,290 | |||
Total impairment expense | 6,745 | 463,043 | ||
Facility idling | $ 4,000 | $ 15,000 | 11,000 | |
Clearwater Facility | Customer relationships | ||||
Clearwater Facility Impairment | ||||
Impairment charge | $ 11,871 |
Goodwill and Intangibles - Impa
Goodwill and Intangibles - Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | |||||
Impairment of goodwill | $ 575,461 | $ 340,350 | |||
Clearwater Facility | |||||
Goodwill | |||||
Impairment of goodwill | 42,290 | ||||
Gathering And Processing | |||||
Goodwill | |||||
Impairment of goodwill | $ 575,000 | $ 575,461 | |||
Water Handling | |||||
Goodwill | |||||
Impairment of goodwill | $ 298,000 | $ 340,350 | |||
Water Handling | Clearwater Facility | |||||
Goodwill | |||||
Impairment of goodwill | $ 42,000 |
Goodwill and Intangibles - Carr
Goodwill and Intangibles - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | ||||
Goodwill - beginning of period | $ 575,461 | $ 575,461 | ||
Goodwill acquired | $ 915,811 | |||
Impairment of goodwill | (575,461) | (340,350) | ||
Goodwill - end of period | $ 575,461 | 575,461 | ||
Gathering And Processing | ||||
Goodwill | ||||
Goodwill - beginning of period | 575,461 | 575,461 | ||
Goodwill acquired | 575,461 | |||
Impairment of goodwill | $ (575,000) | $ (575,461) | ||
Goodwill - end of period | 575,461 | 575,461 | ||
Water Handling | ||||
Goodwill | ||||
Goodwill acquired | 340,350 | |||
Impairment of goodwill | $ (298,000) | $ (340,350) |
Goodwill and Intangibles - Cust
Goodwill and Intangibles - Customer Relationships (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite lived intangible assets rollforward | ||||
Balance - beginning of period | $ 1,427,447 | |||
Amortization of customer relationships | (70,672) | $ (70,672) | $ (57,010) | |
Impairment | (11,871) | |||
Balance - end of period | 1,356,775 | 1,427,447 | ||
Customer relationships | ||||
Finite lived intangible assets rollforward | ||||
Balance - beginning of period | 1,427,447 | 1,498,119 | ||
Customer relationships acquired | 1,567,000 | |||
Amortization of customer relationships | (70,672) | (70,672) | (57,010) | |
Impairment | (11,871) | |||
Balance - end of period | $ 1,356,775 | $ 1,427,447 | 1,498,119 | |
Customer relationships | Clearwater Facility | ||||
Finite lived intangible assets rollforward | ||||
Impairment | $ (11,871) | |||
Customer relationships | Water Handling | Clearwater Facility | ||||
Finite lived intangible assets rollforward | ||||
Impairment | $ 12,000 | |||
Customer relationships | Weighted Average | ||||
Finite lived intangible assets | ||||
Amortization period | 20 years |
Goodwill and Intangibles - Futu
Goodwill and Intangibles - Future amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Future amortization expense | |||
Total | $ 1,356,775 | $ 1,427,447 | |
Customer relationships | |||
Future amortization expense | |||
Year ending December 31, 2022 | 70,672 | ||
Year ending December 31, 2023 | 70,672 | ||
Year ending December 31, 2024 | 70,672 | ||
Year ending December 31, 2025 | 70,672 | ||
Year ending December 31, 2026 | 70,672 | ||
Thereafter | 1,003,415 | ||
Total | $ 1,356,775 | $ 1,427,447 | $ 1,498,119 |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - Antero - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allocation of costs | |||
Direct labor expenses | $ 9 | $ 7 | $ 6 |
General and administrative expense | $ 32 | $ 25 | $ 33 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Agreements | |||
Third party out of pocket costs reimbursement markup (as a percent) | 3.00% | ||
Gathering And Compression Agreement | |||
Agreements | |||
Notice period | 180 days | ||
Rebate issued | $ 12 | $ 48 | |
Water Handling Agreement | |||
Agreements | |||
Notice period | 180 days | ||
Third party out of pocket costs reimbursement markup (as a percent) | 3.00% | 3.00% | 3.00% |
Revenue - Minimum Volume Commit
Revenue - Minimum Volume Commitments (Details) - Gathering And Compression Agreement $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Lessor, Operating Leases | |
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 |
Rate of return on new construction from service fee | 13.00% |
Time period to earn targeted rate of return from service fee | 7 years |
Minimum future lease cash flows to be received by the Company | |
Year ending December 31, 2022 | $ 277,834 |
Year ending December 31, 2023 | 281,779 |
Year ending December 31, 2024 | 282,551 |
Year ending December 31, 2025 | 268,299 |
Year ending December 31, 2026 | 254,886 |
Thereafter | 196,462 |
Total | $ 1,561,811 |
Revenue - Transaction Price All
Revenue - Transaction Price Allocation and Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Original expected duration | true | |
Receivables from contracts with customers and operating leases | $ 81 | $ 74 |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||
Amortization of customer relationships | $ (70,672) | $ (70,672) | $ (57,010) |
Total revenue | 898,202 | 900,719 | 792,588 |
Gathering And Processing. | |||
Disaggregation of Revenue | |||
Amortization of customer relationships | (37,086) | (37,086) | (29,850) |
Water Handling. | |||
Disaggregation of Revenue | |||
Amortization of customer relationships | (33,586) | (33,586) | (27,160) |
Fixed Fee | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | 761,737 | 759,459 | 543,538 |
Fixed Fee | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | 137,278 | 158,707 | 182,691 |
Cost plus 3% | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | 65,007 | 90,478 | 123,030 |
Cost of service fee | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | 16,852 | 10,747 | 339 |
Gathering-low pressure | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | 354,941 | 353,491 | 254,350 |
Gathering-low pressure rebate | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | (12,000) | (48,000) | |
Gathering-high pressure | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | 207,804 | 210,821 | 151,283 |
Compression | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | 198,992 | 195,147 | 137,905 |
Fresh water delivery | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | 137,278 | 158,707 | 157,633 |
Wastewater treatment | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | 25,058 | ||
Other fluid handling | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | $ 81,859 | $ 101,225 | $ 123,369 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||||
Total property and equipment | $ 3,660,684 | $ 3,411,752 | ||
Less accumulated depreciation | (265,938) | (157,708) | ||
Property and equipment, net | 3,394,746 | 3,254,044 | ||
Impairment of long-lived assets | $ 89,000 | 5,042 | 98,179 | $ 409,739 |
Facility idling | 3,997 | 15,219 | 11,401 | |
Clearwater Facility | ||||
Property and Equipment | ||||
Impairment of long-lived assets | 6,745 | 408,882 | ||
Facility idling | 4,000 | 15,000 | $ 11,000 | |
Land | ||||
Property and Equipment | ||||
Total property and equipment | 23,369 | 23,582 | ||
Gathering systems and facilities | ||||
Property and Equipment | ||||
Total property and equipment | 2,817,918 | 2,643,927 | ||
Residual value | $ 0 | $ 0 | ||
Gathering systems and facilities | Minimum | ||||
Property and Equipment | ||||
Estimated useful lives | 40 years | 40 years | ||
Gathering systems and facilities | Maximum | ||||
Property and Equipment | ||||
Estimated useful lives | 50 years | 50 years | ||
Permanent buried pipelines and equipment | ||||
Property and Equipment | ||||
Total property and equipment | $ 582,481 | $ 545,419 | ||
Impairment of long-lived assets | 83,000 | |||
Permanent buried pipelines and equipment | Minimum | ||||
Property and Equipment | ||||
Estimated useful lives | 7 years | 7 years | ||
Permanent buried pipelines and equipment | Maximum | ||||
Property and Equipment | ||||
Estimated useful lives | 20 years | 20 years | ||
Surface pipelines and equipment | ||||
Property and Equipment | ||||
Total property and equipment | $ 54,542 | $ 50,916 | ||
Impairment of long-lived assets | $ 6,000 | |||
Surface pipelines and equipment | Minimum | ||||
Property and Equipment | ||||
Estimated useful lives | 1 year | 1 year | ||
Surface pipelines and equipment | Maximum | ||||
Property and Equipment | ||||
Estimated useful lives | 7 years | 7 years | ||
Heavy trucks and equipment | ||||
Property and Equipment | ||||
Total property and equipment | $ 5,157 | $ 5,919 | ||
Heavy trucks and equipment | Minimum | ||||
Property and Equipment | ||||
Estimated useful lives | 3 years | 3 years | ||
Heavy trucks and equipment | Maximum | ||||
Property and Equipment | ||||
Estimated useful lives | 5 years | 5 years | ||
Above ground storage tanks | ||||
Property and Equipment | ||||
Total property and equipment | $ 2,946 | $ 2,483 | ||
Above ground storage tanks | Minimum | ||||
Property and Equipment | ||||
Estimated useful lives | 5 years | 5 years | ||
Above ground storage tanks | Maximum | ||||
Property and Equipment | ||||
Estimated useful lives | 10 years | 10 years | ||
Assets under construction | ||||
Property and Equipment | ||||
Total property and equipment | $ 174,271 | $ 139,506 |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax expense | ||||
Current income tax expense (benefit) | $ (11,000) | $ (55,517) | $ (539) | |
Deferred income tax expense (benefit) | $ 117,123 | (171) | (101,927) | |
Total income tax expense (benefit) | $ 117,123 | $ (55,688) | $ (102,466) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Income tax rate (as a percent) | 21.00% | 21.00% | 21.00% |
Federal income tax expense (benefit) | $ 94,235 | $ (37,426) | $ (96,092) |
State income tax expense (benefit), net of federal benefit | 21,375 | (6,998) | (17,089) |
Non-deductible equity-based compensation | 1,713 | 516 | 13,694 |
Charitable contributions | (2,473) | ||
Carryback of NOLs | (11,225) | ||
Other | (200) | (555) | (506) |
Total income tax expense (benefit) | $ 117,123 | $ (55,688) | $ (102,466) |
Income Taxes - Temporary Differ
Income Taxes - Temporary Differences Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 92,896 | $ 60,606 |
Investment in Antero Midstream Partners | 37,710 | |
Equity-based compensation | 1,815 | 2,590 |
Charitable contributions | 2,582 | 2,496 |
Total deferred tax asset | 97,293 | 103,402 |
Deferred tax liabilities: | ||
Investment in Antero Midstream Partners | 111,014 | |
Total deferred tax liability | 111,014 | |
Net deferred tax asset | $ 103,402 | |
Net deferred tax (liability) | $ (13,721) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | Dec. 31, 2021USD ($) |
Federal | |
Operating Loss Carryforwards | |
NOL carryforwards | $ 342 |
State | |
Operating Loss Carryforwards | |
NOL carryforwards | $ 412 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 08, 2021 | Nov. 10, 2020 | Jun. 28, 2019 | Feb. 25, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 12, 2019 | Sep. 13, 2016 |
Long-term debt | ||||||||
Total principal | $ 3,147,200 | $ 3,113,500 | ||||||
Unamortized debt premiums | 2,106 | 4,261 | ||||||
Unamortized debt issuance costs | (26,396) | (26,135) | ||||||
Total long-term debt | 3,122,910 | 3,091,626 | ||||||
Loss on early extinguishment of debt | $ (21,757) | |||||||
Credit Facilities | Minimum | ||||||||
Long-term debt | ||||||||
Commitment fees on the unused portion (as a percent) | 0.25% | |||||||
Credit Facilities | Maximum | ||||||||
Long-term debt | ||||||||
Commitment fees on the unused portion (as a percent) | 0.375% | |||||||
Prior credit facility | Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Total principal | $ 547,200 | $ 613,500 | ||||||
Weighted average interest rate (as a percent) | 1.66% | |||||||
New Credit Facility | Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Total principal | $ 547,000 | |||||||
Weighted average interest rate (as a percent) | 1.81% | |||||||
New Credit Facility | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Current borrowing capacity | $ 1,250,000 | |||||||
5.375% Notes Due 2024 | ||||||||
Long-term debt | ||||||||
Total long-term debt | $ 646,391 | |||||||
5.375% Notes Due 2024 | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Total principal | $ 650,000 | $ 652,600 | ||||||
Unamortized debt premiums | 2,600 | |||||||
Interest rate (as a percent) | 5.75% | 5.375% | 5.375% | |||||
Face amount | $ 650,000 | |||||||
Amount of debt redeemed | $ 650,000 | |||||||
Loss on early extinguishment of debt | $ 21,000 | |||||||
Debt instrument redemption percentage | 102.688% | |||||||
7.875% Senior Notes Due 2026 | ||||||||
Long-term debt | ||||||||
Total long-term debt | 544,294 | $ 543,267 | ||||||
7.875% Senior Notes Due 2026 | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Total principal | $ 550,000 | 550,000 | ||||||
Interest rate (as a percent) | 7.875% | 7.875% | ||||||
Face amount | $ 550,000 | |||||||
Debt instrument redemption percentage upon change of control | 101.00% | |||||||
7.875% Senior Notes Due 2026 | Maximum | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Percent of aggregate principal amount that can be redeemed | 35.00% | |||||||
7.875% Senior Notes Due 2026 | Redemption period one | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 103.938% | |||||||
7.875% Senior Notes Due 2026 | Redemption period two | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 100.00% | |||||||
7.875% Senior Notes Due 2026 | Redemption period three | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 107.875% | |||||||
Debt instrument redemption percentage with payment of premium and interest | 100.00% | |||||||
5.75% Senior Notes Due 2027 | ||||||||
Long-term debt | ||||||||
Total long-term debt | $ 645,970 | 645,390 | ||||||
5.75% Senior Notes Due 2027 | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Total principal | $ 650,000 | $ 650,000 | ||||||
Unamortized debt premiums | 3,300 | |||||||
Interest rate (as a percent) | 5.75% | 5.75% | 5.75% | |||||
Face amount | $ 650,000 | |||||||
Debt instrument fair value | $ 653,300 | |||||||
Debt instrument redemption percentage upon change of control | 101.00% | |||||||
5.75% Senior Notes Due 2027 | Maximum | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Percent of aggregate principal amount that can be redeemed | 35.00% | |||||||
5.75% Senior Notes Due 2027 | Redemption period one | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 102.875% | |||||||
5.75% Senior Notes Due 2027 | Redemption period two | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 100.00% | |||||||
5.75% Senior Notes Due 2027 | Redemption period three | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 105.75% | |||||||
Debt instrument redemption percentage with payment of premium and interest | 100.00% | |||||||
5.75% Senior Notes Due 2028 | ||||||||
Long-term debt | ||||||||
Total long-term debt | $ 643,902 | $ 643,078 | ||||||
5.75% Senior Notes Due 2028 | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Total principal | $ 650,000 | $ 650,000 | ||||||
Interest rate (as a percent) | 5.75% | 5.75% | 5.75% | |||||
Face amount | $ 650,000 | |||||||
Debt instrument redemption percentage upon change of control | 101.00% | |||||||
5.75% Senior Notes Due 2028 | Maximum | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Percent of aggregate principal amount that can be redeemed | 35.00% | |||||||
5.75% Senior Notes Due 2028 | Redemption period one | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 102.875% | |||||||
5.75% Senior Notes Due 2028 | Redemption period two | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 100.00% | |||||||
5.75% Senior Notes Due 2028 | Redemption period three | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 105.75% | |||||||
Debt instrument redemption percentage with payment of premium and interest | 100.00% | |||||||
5.375% Senior Notes Due 2029 | ||||||||
Long-term debt | ||||||||
Total long-term debt | $ 741,544 | |||||||
5.375% Senior Notes Due 2029 | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Total principal | $ 750,000 | |||||||
Total principal | $ 750,000 | |||||||
Interest rate (as a percent) | 5.375% | 5.375% | ||||||
Debt instrument redemption percentage upon change of control | 101.00% | |||||||
5.375% Senior Notes Due 2029 | Redemption period one | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Debt instrument redemption percentage | 102.688% | |||||||
5.375% Senior Notes Due 2029 | 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 2029 | 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% | |||||||
5.375% Senior Notes Due 2029 | Redemption period three | Maximum | Finance Corp and together with Antero Midstream Partners | ||||||||
Long-term debt | ||||||||
Percent of aggregate principal amount that can be redeemed | 35.00% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities | ||
Capital expenditures | $ 24,900 | $ 11,307 |
Operating expenses | 10,417 | 10,038 |
Interest expense | 36,794 | 46,209 |
Ad valorem taxes | 5,400 | 3,368 |
Other | 3,327 | 4,025 |
Total accrued liabilities | $ 80,838 | $ 74,947 |
Equity Based Compensation and C
Equity Based Compensation and Cash Awards (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 12, 2019 | Jul. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common Stock | |||||||
Additional disclosures | |||||||
Shares exchanged | 5,782,601 | ||||||
Series B unit awards | |||||||
Additional disclosures | |||||||
Shares exchange ratio | 176.0041 | ||||||
AR LTIP | |||||||
Additional disclosures | |||||||
Equity based compensation expense allocated from Antero Resources | $ 2 | $ 5 | $ 5 | ||||
Unamortized expense allocated from Antero Resources | $ 1 | ||||||
AM LTIP | |||||||
Additional disclosures | |||||||
Vesting Period | 4 years | 3 years | |||||
Number of stock-based compensation awards authorized | 15,398,901 | ||||||
Number of shares available for future grant under the Plan | 10,049,306 | ||||||
Cash awards granted | $ 1 | $ 2 | |||||
Cash awards accrued in other liabilities | $ 1 | $ 2 | |||||
AM LTIP RSUs | |||||||
Number of units | |||||||
Total awarded and unvested at the beginning of the period (in shares) | 3,314,955 | ||||||
Granted (in shares) | 1,792,325 | ||||||
Vested (in shares) | (1,293,498) | ||||||
Forfeited (in shares) | (240,405) | ||||||
Total awarded and unvested at the end of the period (in shares) | 3,573,377 | 3,314,955 | |||||
Weighted average grant date fair value | |||||||
Total awarded and unvested at the beginning of the period (in dollars per unit) | $ 8.09 | ||||||
Granted (in dollars per unit) | 8.71 | ||||||
Vested (in dollars per unit) | 9.01 | ||||||
Forfeited (in dollars per unit) | 7.49 | ||||||
Total awarded and unvested at the end of the period (in dollars per unit) | $ 8.11 | $ 8.09 | |||||
Additional disclosures | |||||||
Unamortized expense | $ 21.1 | ||||||
Shares exchange ratio | 1.8926 | ||||||
Weighted average period for recognizing unrecognized stock-based compensation expense | 2 years 8 months 12 days | ||||||
Converted AM RSU Awards | |||||||
Additional disclosures | |||||||
Unamortized expense | $ 0.3 | ||||||
Series B Unit, Vested and Unvested | |||||||
Additional disclosures | |||||||
Shares exchange ratio | 176.0041 | ||||||
Exchanged B Units | |||||||
Additional disclosures | |||||||
Shares exchanged | 17,353,999 | ||||||
Common stock issued in exchange | 98,600 | ||||||
Unvested Series B Units | |||||||
Additional disclosures | |||||||
AMP LTIP Awards converted into AMC LTIP Awards | 32,855 | ||||||
ROIC PSUs | |||||||
Number of units | |||||||
Total awarded and unvested at the beginning of the period (in shares) | 148,306 | ||||||
Forfeited (in shares) | (31,780) | ||||||
Total awarded and unvested at the end of the period (in shares) | 116,526 | 148,306 | |||||
Weighted average grant date fair value | |||||||
Total awarded and unvested at the beginning of the period (in dollars per unit) | $ 6.32 | ||||||
Forfeited (in dollars per unit) | 6.32 | ||||||
Total awarded and unvested at the end of the period (in dollars per unit) | $ 6.32 | $ 6.32 | |||||
Additional disclosures | |||||||
Unamortized expense | $ 0.1 | ||||||
Weighted average period for recognizing unrecognized stock-based compensation expense | 3 months 18 days | ||||||
Vesting period | 3 years | ||||||
ROIC PSUs | Minimum | |||||||
Additional disclosures | |||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 0.00% | ||||||
ROIC PSUs | Maximum | |||||||
Additional disclosures | |||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 200.00% | ||||||
IDR LLC | |||||||
Additional disclosures | |||||||
Threshold limit for quarterly distribution | $ 7.5 | ||||||
IDR LLC | Series B unit awards | |||||||
Additional disclosures | |||||||
Authorized units | 98,600 | ||||||
Outstanding units | 98,600 | ||||||
Units vested | 65,745 | ||||||
Percentage of amount of quarterly distribution in excess of threshold limit | 6.00% | ||||||
Threshold limit for conversion of units to common shares | $ 2,000 | ||||||
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 | |||||||
Number of units | |||||||
Granted (in shares) | 0 | 0 | |||||
Additional disclosures | |||||||
Floor equity value | $ 2,000 | ||||||
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 |
Equity Based Compensation and_2
Equity Based Compensation and Cash Awards - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity based compensation | |||
Equity based compensation expense | $ 13,529 | $ 12,778 | $ 73,517 |
Series B Units and Exchanged B Units | |||
Equity based compensation | |||
Equity based compensation expense | 65,639 | ||
Stock options | |||
Equity based compensation | |||
Equity based compensation expense | 98 | ||
AM LTIP RSUs | |||
Equity based compensation | |||
Equity based compensation expense | 11,461 | 9,964 | 5,440 |
ROIC PSUs | |||
Equity based compensation | |||
Equity based compensation expense | 1,158 | 1,912 | 1,261 |
Equity awards issued to directors | |||
Equity based compensation | |||
Equity based compensation expense | $ 910 | $ 902 | $ 1,079 |
Cash Distributions and Divide_3
Cash Distributions and Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2022 | Nov. 15, 2021 | Nov. 10, 2021 | Aug. 16, 2021 | Aug. 11, 2021 | May 17, 2021 | May 12, 2021 | Feb. 16, 2021 | Feb. 11, 2021 | Nov. 16, 2020 | Nov. 12, 2020 | Aug. 14, 2020 | Aug. 12, 2020 | May 15, 2020 | May 12, 2020 | Feb. 14, 2020 | Feb. 12, 2020 | Dec. 31, 2019 | Nov. 14, 2019 | Nov. 13, 2019 | Sep. 18, 2019 | Aug. 07, 2019 | May 15, 2019 | May 08, 2019 | Feb. 21, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash dividends | ||||||||||||||||||||||||||||
Distributions | $ 30,543 | |||||||||||||||||||||||||||
Distributions per share (in dollars per share) | $ 0.1640 | |||||||||||||||||||||||||||
Common stock dividends paid | $ 107,459 | $ 107,719 | $ 108,799 | $ 147,194 | $ 146,581 | $ 146,664 | $ 147,519 | $ 148,876 | $ 153,033 | $ 154,146 | $ 152,082 | $ 471,171 | $ 589,640 | $ 492,103 | ||||||||||||||
Preferred stock dividends paid | $ 137 | $ 138 | $ 137 | $ 138 | 550 | 550 | 374 | |||||||||||||||||||||
Dividends paid | 471,721 | $ 590,190 | $ 492,477 | |||||||||||||||||||||||||
Common stock dividends (in dollars per share) | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.3075 | $ 0.3075 | $ 0.3075 | $ 0.3075 | $ 0.3075 | $ 0.3075 | $ 0.3075 | $ 0.3025 | |||||||||||||||||
Cash dividends declared per common share | $ 0.225 | |||||||||||||||||||||||||||
Exchanged B Units | ||||||||||||||||||||||||||||
Cash dividends | ||||||||||||||||||||||||||||
Common stock dividends paid | $ 2,299 | |||||||||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||||||||
Cash dividends | ||||||||||||||||||||||||||||
Preferred stock dividends paid | $ 137 | $ 138 | $ 137 | $ 138 | $ 138 | $ 138 | $ 98 | |||||||||||||||||||||
Cash dividend declared | $ 138 | |||||||||||||||||||||||||||
Dividends in arrears | $ 69 |
Equity and Earnings Per Commo_3
Equity and Earnings Per Common Share (Details) - $ / shares | Mar. 12, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity and Earnings Per Common Share | |||
Number of shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Series A Preferred Stock. | |||
Equity and Earnings Per Common Share | |||
Preferred stock, shares issued | 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Shares Outstanding | |||
Weighted average common shares outstanding-basic | 477,270 | 478,278 | 442,640 |
Add: Dilutive effect of Series A preferred stock | 1,033 | ||
Diluted weighted average number of shares outstanding | 479,736 | 478,278 | 442,640 |
RSUs | |||
Weighted Average Shares Outstanding | |||
Add: Dilutive effect | 1,201 | ||
Antidilutive securities excluded from computation of earnings per share | 258 | 1,812 | 1,026 |
ROIC PSUs | |||
Weighted Average Shares Outstanding | |||
Add: Dilutive effect | 232 | ||
Antidilutive securities excluded from computation of earnings per share | 148 | ||
Series A Preferred Stock. | |||
Weighted Average Shares Outstanding | |||
Antidilutive securities excluded from computation of earnings per share | 1,297 | 1,318 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity and Earnings Per Common Share | |||
Net income (loss) | $ 331,617 | $ (122,527) | $ (355,114) |
Less preferred stock dividends | (550) | (550) | (442) |
Net income (loss) available to common shareholders | $ 331,067 | $ (123,077) | $ (355,556) |
Net income (loss) per share-basic (in dollars per share) | $ 0.69 | $ (0.26) | $ (0.80) |
Net income (loss) per share-diluted (in dollars per share) | $ 0.69 | $ (0.26) | $ (0.80) |
Weighted average common shares outstanding-basic | 477,270 | 478,278 | 442,640 |
Weighted average common shares outstanding-diluted | 479,736 | 478,278 | 442,640 |
Fair Value Measurement (Details
Fair Value Measurement (Details) $ in Thousands | Jan. 31, 2020USD ($) | Sep. 30, 2015USD ($)bbl | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 12, 2019 |
Fair value measurement | |||||||
Payment of contingent acquisition consideration | $ 116,924 | ||||||
Carrying Value | 3,091,626 | $ 3,122,910 | |||||
Senior Notes | |||||||
Fair value measurement | |||||||
Carrying Value | 2,478,126 | 2,575,710 | |||||
5.375% Notes Due 2024 | |||||||
Fair value measurement | |||||||
Carrying Value | 646,391 | ||||||
7.875% Senior Notes Due 2026 | |||||||
Fair value measurement | |||||||
Carrying Value | 543,267 | 544,294 | |||||
5.75% Senior Notes Due 2027 | |||||||
Fair value measurement | |||||||
Carrying Value | 645,390 | 645,970 | |||||
5.75% Senior Notes Due 2028 | |||||||
Fair value measurement | |||||||
Carrying Value | 643,078 | 643,902 | |||||
5.375% Senior Notes Due 2029 | |||||||
Fair value measurement | |||||||
Carrying Value | 741,544 | ||||||
Level 2 | Senior Notes | |||||||
Fair value measurement | |||||||
Fair Value | 2,464,000 | 2,741,175 | |||||
Level 2 | 5.375% Notes Due 2024 | |||||||
Fair value measurement | |||||||
Fair Value | 633,750 | ||||||
Level 2 | 7.875% Senior Notes Due 2026 | |||||||
Fair value measurement | |||||||
Fair Value | 569,250 | 604,450 | |||||
Level 2 | 5.75% Senior Notes Due 2027 | |||||||
Fair value measurement | |||||||
Fair Value | 637,000 | 672,750 | |||||
Level 2 | 5.75% Senior Notes Due 2028 | |||||||
Fair value measurement | |||||||
Fair Value | $ 624,000 | 680,225 | |||||
Level 2 | 5.375% Senior Notes Due 2029 | |||||||
Fair value measurement | |||||||
Fair Value | $ 783,750 | ||||||
Discounted cash flow | Level 3 | Weighted Average | |||||||
Fair value measurement | |||||||
Business combination cost of capital | 14.1 | ||||||
Discounted cash flow, comparable company and market value | Level 3 | Weighted Average | |||||||
Fair value measurement | |||||||
Goodwill cost of capital | 18 | 10 | |||||
Discount rate | Third-party market participants | |||||||
Fair value measurement | |||||||
Property and Equipment discount rate | 19 | ||||||
Antero | Contingent Consideration Period One | Water Acquisition | |||||||
Fair value measurement | |||||||
Contingent consideration | $ 125,000 | ||||||
Payment of contingent acquisition consideration | $ 125,000 | ||||||
Threshold number of barrels of water to trigger contingent consideration payment | bbl | 176,295,000 | ||||||
Antero | Contingent Consideration Period Two | Water Acquisition | |||||||
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 | 12 Months Ended | ||
Dec. 31, 2021USD ($)itemmi | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Investments in unconsolidated affiliates | |||
Balance at beginning of period | $ 722,478 | $ 709,639 | |
Additional investments | 2,070 | 25,267 | $ 154,359 |
Equity in earnings of unconsolidated affiliates | 90,451 | 86,430 | 51,315 |
Distributions from unconsolidated affiliates | (118,990) | (98,858) | (64,320) |
Balance at end of period | 696,009 | 722,478 | 709,639 |
Summarized Financial Information of Unconsolidated Affiliates | |||
Current assets | 83,804 | 93,931 | |
Total assets | 5,544,001 | 5,610,912 | 6,282,878 |
Current liabilities | 114,009 | 94,005 | |
Partners' capital | 2,286,698 | 2,418,286 | 3,143,414 |
Total liabilities and stockholders' equity | 5,544,001 | 5,610,912 | |
Revenues | 898,202 | 900,719 | 792,588 |
Income from operations | 555,327 | (117,638) | (398,493) |
Net income attributable to unconsolidated affiliates, including noncontrolling interest | 331,617 | (122,527) | (355,114) |
Unconsolidated Affiliates | |||
Summarized Financial Information of Unconsolidated Affiliates | |||
Current assets | 74,704 | 85,386 | |
Noncurrent assets | 1,602,093 | 1,652,196 | |
Total assets | 1,676,797 | 1,737,582 | |
Current liabilities | 8,375 | 9,242 | |
Noncurrent liabilities | 4,827 | 5,225 | |
Noncontrolling interest | 161,842 | 169,218 | |
Partners' capital | 1,501,753 | 1,553,897 | |
Total liabilities and stockholders' equity | 1,676,797 | 1,737,582 | |
Revenues | 333,565 | 321,880 | 254,868 |
Operating expenses | 130,080 | 122,660 | 105,218 |
Income from operations | 203,485 | 199,220 | 149,650 |
Net income attributable to unconsolidated affiliates, including noncontrolling interest | 236,444 | 230,564 | 173,265 |
Net income attributable to unconsolidated affiliates | $ 245,256 | 238,991 | 181,448 |
Stonewall | |||
Equity Method Investments | |||
Ownership percentage | 15.00% | ||
Number of miles of pipeline | mi | 67 | ||
Investments in unconsolidated affiliates | |||
Balance at beginning of period | $ 137,632 | 140,458 | |
Equity in earnings of unconsolidated affiliates | 6,560 | 6,924 | |
Distributions from unconsolidated affiliates | (13,620) | (9,750) | |
Balance at end of period | $ 130,572 | 137,632 | 140,458 |
MarkWest Joint Venture | |||
Equity Method Investments | |||
Ownership percentage | 50.00% | ||
Percentage of interest held by joint venture in third party fractionator in Ohio | 33.33% | ||
Number of fractionators | item | 2 | ||
Investments in unconsolidated affiliates | |||
Balance at beginning of period | $ 584,846 | 569,181 | |
Additional investments | 2,070 | 25,267 | |
Equity in earnings of unconsolidated affiliates | 83,891 | 79,506 | |
Distributions from unconsolidated affiliates | (105,370) | (89,108) | |
Balance at end of period | $ 565,437 | $ 584,846 | $ 569,181 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Thousands | Mar. 12, 2019segment | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)segmentitem | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Reporting Segments | |||||
Number of reportable segments | segment | 2 | ||||
Revenues: | |||||
Amortization of customer relationships | $ (70,672) | $ (70,672) | $ (57,010) | ||
Total revenue | 898,202 | 900,719 | 792,588 | ||
Operating expenses: | |||||
Direct operating | 157,120 | 165,386 | 195,818 | ||
General and administrative | 63,838 | 52,213 | 118,113 | ||
Facility idling | 3,997 | 15,219 | 11,401 | ||
Impairment of goodwill | 575,461 | 340,350 | |||
Impairment of property and equipment | $ 89,000 | 5,042 | 98,179 | 409,739 | |
Impairment of customer relationships | 11,871 | ||||
Depreciation | 108,790 | 108,790 | 95,526 | ||
Accretion and change in fair value of contingent acquisition consideration | 8,076 | ||||
Accretion of asset retirement obligations | 460 | 180 | 187 | ||
Loss on asset sale | 3,628 | 2,929 | |||
Total operating expenses | 342,875 | 1,018,357 | 1,191,081 | ||
Operating income (loss) | 555,327 | (117,638) | (398,493) | ||
Equity in earnings of unconsolidated affiliates | 90,451 | 86,430 | 51,315 | ||
Total assets | 5,544,001 | 5,610,912 | 6,282,878 | ||
Additions to property and equipment | 232,825 | 196,724 | 391,990 | ||
AMGP | |||||
Reporting Segments | |||||
Number of reportable segments | segment | 0 | ||||
Antero | |||||
Revenues: | |||||
Total operating revenues | 968,358 | 971,391 | 849,548 | ||
Third party | |||||
Revenues: | |||||
Total operating revenues | 516 | 50 | |||
Gathering And Processing. | |||||
Revenues: | |||||
Amortization of customer relationships | $ (37,086) | (37,086) | (29,850) | ||
Water Handling | |||||
Reporting Segments | |||||
Number of independent fresh water systems | item | 2 | ||||
Revenues: | |||||
Amortization of customer relationships | $ (33,586) | (33,586) | (27,160) | ||
Operating Segments | Gathering And Processing. | |||||
Revenues: | |||||
Amortization of customer relationships | (37,086) | (37,086) | (29,850) | ||
Total revenue | 712,651 | 674,373 | 513,688 | ||
Operating expenses: | |||||
Direct operating | 65,983 | 56,508 | 41,546 | ||
General and administrative | 36,380 | 29,899 | 26,221 | ||
Impairment of goodwill | 575,461 | ||||
Impairment of property and equipment | 4,608 | 947 | 592 | ||
Depreciation | 59,692 | 57,300 | 39,652 | ||
Loss on asset sale | 3,628 | 2,689 | |||
Total operating expenses | 170,291 | 722,804 | 108,011 | ||
Operating income (loss) | 542,360 | (48,431) | 405,677 | ||
Equity in earnings of unconsolidated affiliates | 90,451 | 86,430 | 51,315 | ||
Total assets | 4,450,939 | 4,364,848 | 4,891,114 | ||
Additions to property and equipment | 186,588 | 157,931 | 267,383 | ||
Operating Segments | Gathering And Processing. | Antero | |||||
Revenues: | |||||
Total operating revenues | 749,737 | 711,459 | 543,538 | ||
Operating Segments | Water Handling | |||||
Revenues: | |||||
Amortization of customer relationships | (33,586) | (33,586) | (27,160) | ||
Total revenue | 185,551 | 226,346 | 278,900 | ||
Operating expenses: | |||||
Direct operating | 91,137 | 108,878 | 154,272 | ||
General and administrative | 22,817 | 14,184 | 13,028 | ||
Facility idling | 3,997 | 15,219 | 11,401 | ||
Impairment of goodwill | 340,350 | ||||
Impairment of property and equipment | 434 | 97,232 | 409,147 | ||
Impairment of customer relationships | 11,871 | ||||
Depreciation | 49,098 | 51,490 | 55,874 | ||
Accretion and change in fair value of contingent acquisition consideration | 8,076 | ||||
Accretion of asset retirement obligations | 460 | 180 | 187 | ||
Loss on asset sale | 240 | ||||
Total operating expenses | 167,943 | 287,423 | 1,004,206 | ||
Operating income (loss) | 17,608 | (61,077) | (725,306) | ||
Total assets | 1,092,122 | 1,125,318 | 1,287,245 | ||
Additions to property and equipment | 46,237 | 38,793 | 124,607 | ||
Operating Segments | Water Handling | Antero | |||||
Revenues: | |||||
Total operating revenues | 218,621 | 259,932 | 306,010 | ||
Operating Segments | Water Handling | Third party | |||||
Revenues: | |||||
Total operating revenues | 516 | 50 | |||
Unallocated | |||||
Operating expenses: | |||||
General and administrative | 4,641 | 8,130 | 78,864 | ||
Total operating expenses | 4,641 | 8,130 | 78,864 | ||
Operating income (loss) | (4,641) | (8,130) | (78,864) | ||
Total assets | $ 940 | $ 120,746 | $ 104,519 |