Document and Entity Information
Document and Entity Information - USD ($) shares in Thousands, $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 09, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 479,738 | ||
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 | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 3.9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 66 | |
Income tax receivable | $ 940 | |
Other current assets | 1,500 | 1,326 |
Total current assets | 91,128 | 88,993 |
Property and equipment, net | 3,793,523 | 3,751,431 |
Investments in unconsolidated affiliates | 626,650 | 652,767 |
Customer relationships | 1,215,431 | 1,286,103 |
Other assets, net | 10,886 | 12,026 |
Total assets | 5,737,618 | 5,791,320 |
Current liabilities: | ||
Accrued liabilities | 80,630 | 72,715 |
Other current liabilities | 831 | 1,061 |
Total current liabilities | 96,417 | 102,077 |
Long-term liabilities: | ||
Long-term debt | 3,213,216 | 3,361,282 |
Deferred income tax liability, net | 265,879 | 131,215 |
Other | 10,375 | 4,428 |
Total liabilities | 3,585,887 | 3,599,002 |
Stockholders' Equity: | ||
Preferred stock | ||
Common stock, $0.01 par value; 2,000,000 authorized; 478,497 and 479,713 issued and outstanding as of December 31, 2022 and 2023, respectively | 4,797 | 4,785 |
Additional paid-in capital | 2,046,487 | 2,104,740 |
Retained earnings | 100,447 | 82,793 |
Total stockholders' equity | 2,151,731 | 2,192,318 |
Total liabilities and stockholders' equity | 5,737,618 | 5,791,320 |
Affiliated Entity | ||
Current assets: | ||
Accounts receivable | 88,610 | 86,152 |
Current liabilities: | ||
Accounts payable | 4,457 | 5,436 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable | 952 | 575 |
Current liabilities: | ||
Accounts payable | 10,499 | 22,865 |
Series A Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 479,713,000 | 478,497,000 |
Common stock, shares outstanding | 479,713,000 | 478,497,000 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Amortization of customer relationships | $ (70,672) | $ (70,672) | $ (70,672) |
Total revenue | 1,041,771 | 919,985 | 898,202 |
Operating expenses: | |||
Direct operating | 213,165 | 180,254 | 157,120 |
General and administrative (including $13,529, $19,654 and $31,606 of equity-based compensation in 2021, 2022 and 2023, respectively) | 71,068 | 62,125 | 63,838 |
Facility idling | 2,459 | 4,166 | 3,997 |
Depreciation | 136,059 | 131,762 | 108,790 |
Impairment of property and equipment | 146 | 3,702 | 5,042 |
Accretion of asset retirement obligations | 177 | 222 | 460 |
Loss on settlement of asset retirement obligations | 805 | 539 | |
Loss (gain) on asset sale | 6,030 | (2,251) | 3,628 |
Total operating expenses | 429,909 | 380,519 | 342,875 |
Operating income | 611,862 | 539,466 | 555,327 |
Other income (expense): | |||
Interest expense, net | (217,245) | (189,948) | (175,281) |
Equity in earnings of unconsolidated affiliates | 105,456 | 94,218 | 90,451 |
Loss on early extinguishment of debt | (21,757) | ||
Total other expense | (111,789) | (95,730) | (106,587) |
Income before income taxes | 500,073 | 443,736 | 448,740 |
Income tax expense | (128,287) | (117,494) | (117,123) |
Net income and comprehensive income | $ 371,786 | $ 326,242 | $ 331,617 |
Net income per share-basic (in dollars per share) | $ 0.77 | $ 0.68 | $ 0.69 |
Net income per share-diluted (in dollars per share) | $ 0.77 | $ 0.68 | $ 0.69 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 479,378 | 478,232 | 477,270 |
Diluted (in shares) | 482,372 | 480,300 | 479,736 |
Natural Gas, Gathering, Transportation, Marketing and Processing - Affiliate | |||
Revenue: | |||
Total operating revenues | $ 842,362 | $ 743,265 | $ 749,737 |
Natural Gas Water Handling and Treatment - Affiliate | |||
Revenue: | |||
Total operating revenues | 268,667 | 244,770 | 218,621 |
Natural Gas Water Handling and Treatment | |||
Revenue: | |||
Total operating revenues | $ 1,414 | $ 2,622 | $ 516 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations and Comprehensive Income | |||
Equity-based compensation | $ 31,606 | $ 19,654 | $ 13,529 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 4,766 | $ 2,877,612 | $ (464,092) | $ 2,418,286 |
Balance (shares) at Dec. 31, 2020 | 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 and comprehensive income | 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 | |||
Dividends to stockholders | (322,401) | (110,974) | (433,375) | |
Equity-based compensation | 19,654 | 19,654 | ||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | $ 10 | (6,911) | (6,901) | |
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes (in shares) | 1,002 | |||
Net income and comprehensive income | 326,242 | 326,242 | ||
Balance at Dec. 31, 2022 | $ 4,785 | 2,104,740 | 82,793 | $ 2,192,318 |
Balance (shares) at Dec. 31, 2022 | 478,497 | 478,497 | ||
Dividends to stockholders | (81,352) | (354,132) | $ (435,484) | |
Equity-based compensation | 31,606 | 31,606 | ||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | $ 12 | (8,507) | (8,495) | |
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes (in shares) | 1,216 | |||
Net income and comprehensive income | 371,786 | 371,786 | ||
Balance at Dec. 31, 2023 | $ 4,797 | $ 2,046,487 | $ 100,447 | $ 2,151,731 |
Balance (shares) at Dec. 31, 2023 | 479,713 | 479,713 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows provided by (used in) operating activities: | |||
Net income | $ 371,786 | $ 326,242 | $ 331,617 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 136,059 | 131,762 | 108,790 |
Accretion of asset retirement obligations | 177 | 222 | 460 |
Impairment of property and equipment | 146 | 3,702 | 5,042 |
Deferred income tax expense | 134,664 | 117,494 | 117,123 |
Equity-based compensation | 31,606 | 19,654 | 13,529 |
Equity in earnings of unconsolidated affiliates | (105,456) | (94,218) | (90,451) |
Distributions from unconsolidated affiliates | 131,835 | 120,460 | 118,990 |
Amortization of customer relationships | 70,672 | 70,672 | 70,672 |
Amortization of deferred financing costs | 5,979 | 5,716 | 5,549 |
Settlement of asset retirement obligations | (1,258) | (5,454) | (1,385) |
Loss on settlement of asset retirement obligations | 805 | 539 | |
Loss (gain) on asset sale | 6,030 | (2,251) | 3,628 |
Loss on early extinguishment of debt | 21,757 | ||
Changes in assets and liabilities: | |||
Accounts receivable-Antero Resources | (2,458) | (3,354) | (7,475) |
Accounts receivable-third party | 359 | 723 | 904 |
Income tax receivable | 940 | 16,311 | |
Other current assets | (2,041) | (313) | 550 |
Accounts payable-Antero Resources | (1,267) | 782 | 792 |
Accounts payable-third party | (7,766) | 7,973 | 695 |
Accrued liabilities | 8,251 | (747) | (7,346) |
Net cash provided by operating activities | 779,063 | 699,604 | 709,752 |
Cash flows provided by (used in) investing activities: | |||
Investments in unconsolidated affiliates | (262) | (2,070) | |
Return of investment in unconsolidated affiliate | 17,000 | ||
Acquisition of gathering systems and facilities | (266) | (216,726) | |
Cash received in asset sale | 1,087 | 5,726 | 1,653 |
Change in other assets | (32) | (98) | |
Change in other liabilities | (804) | ||
Net cash used in investing activities | (183,206) | (493,826) | (233,242) |
Cash flows provided by (used in) financing activities: | |||
Dividends to common stockholders | (434,846) | (432,825) | (471,171) |
Dividends to preferred stockholders | (550) | (550) | (550) |
Issuance of senior notes | 750,000 | ||
Redemption of senior notes | (667,472) | ||
Payments of deferred financing costs | (302) | (16,603) | |
Borrowings on Credit Facility | 1,037,700 | 1,269,300 | 1,013,400 |
Repayments on Credit Facility | (1,189,600) | (1,034,500) | (1,079,700) |
Employee tax withholding for settlement of equity compensation awards | (8,495) | (6,901) | (5,013) |
Other | (41) | ||
Net cash used in financing activities | (595,791) | (205,778) | (477,150) |
Net increase (decrease) in cash and cash equivalents | 66 | (640) | |
Cash and cash equivalents, beginning of period | 640 | ||
Cash and cash equivalents, end of period | 66 | ||
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 213,955 | 183,079 | 179,748 |
Cash received during the period for income taxes | 9,626 | 16,311 | |
Increase (decrease) in accrued capital expenditures and accounts payable for property and equipment | 1,288 | (17,003) | 26,995 |
Gathering systems and facilities | |||
Cash flows provided by (used in) investing activities: | |||
Additions | (130,305) | (227,561) | (186,588) |
Water handling systems | |||
Cash flows provided by (used in) investing activities: | |||
Additions | $ (53,428) | $ (71,363) | $ (46,237) |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization | |
Organization | (1) Organization Antero Midstream Corporation together with its consolidated subsidiaries (the “Company” or “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 corporate headquarters is located in Denver, Colorado. The Company’s gathering and processing assets consist 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 handling assets also include other flowback and produced water treatment facilities. Antero Midstream also has a 50% equity interest in the Joint Venture and a 15% equity interest in a gathering system of Stonewall. See Note 14—Investments in Unconsolidated Affiliates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 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, 2022 and December 31, 2023, and the results of the Company’s operations and its cash flows for the years ended December 31, 2021, 2022 and 2023. The Company has no items of other comprehensive income; therefore, net income is equal to comprehensive income. 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 4—Transactions with Affiliates). (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Antero Midstream Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the Company’s consolidated financial statements. 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 comprehensive income 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) 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, 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. (d) 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. From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash and cash equivalents. The Company classifies book overdrafts in accounts payable within its consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity within its consolidated statements of cash flows. As of December 31, 2022, the book overdrafts included within accounts payable were million. As of December 31, 2023, there were (e) Property and Equipment Property and equipment primarily consists of (i) gathering pipelines, (ii) compressor stations, (iii) the wastewater treatment facility (the “Clearwater Facility”), (iv) other flowback and produced water facilities and (v) 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. The Company reviews the estimated useful lives of its assets to determine if any changes are necessary as circumstances warrant. 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. See Note 6— Property and Equipment for further information on property and equipment impairments. During the year ended December 31, 2022, the Company acquired certain Marcellus gas gathering and compression assets and Utica compression assets. These transactions were accounted for as asset acquisitions in accordance with FASB ASC Topic 805-50, Business Combinations, Related Issues (“ASC 805-50”). Accordingly, the acquired assets were recorded based upon the cash consideration paid, with all value assigned to Property and equipment in the consolidated balance sheets. See Note 6— Property and Equipment for further information on asset acquisitions. (f) 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 14—Investments in Unconsolidated Affiliates. (g) Intangible Assets 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. (h) Income Taxes The Company recognizes deferred income 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 income 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 income 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. (i) 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. During the year ended December 31, 2021, the Company commenced closure and reclamation operations on the landfill, and such closure and reclamation operations were substantially completed during the year ended December 31, 2023. 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. The Company (i) 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 or (ii) intends to operate and maintain its assets as long as supply and demand for natural gas exists, which the Company expects to continue into the foreseeable future. (j) 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. Any contingency that could result in a gain is recorded when realized. 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, 2022 and December 31, 2023, the Company had not recorded any liabilities for litigation, environmental or other contingencies. (k) Dividends (l) 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 other fluid handling services provided by third parties, the third-party costs the Company incurs plus or (iv) 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 5—Revenue. (m) 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 March 12, 2019, as well as costs allocated by Antero Resources for grants made prior to March 12, 2019. Costs allocated from Antero Resources were offset to additional paid in capital on the consolidated balance sheet. After the first quarter of 2023, the process of allocating equity-based compensation costs from Antero Resources to the Company ended. See Note 4—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 authorized 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 10—Equity-Based Compensation. (n) Fair Value Measures 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 sheets 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. See Note 13—Fair Value Measurement. (o) Recently Adopted or Issued Accounting Standards 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. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is required to be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the impact that ASU 2023-07 will have on the consolidated financial statements and its plans for adoption, including the adoption date. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. This ASU is effective for annual reporting periods beginning after December 15, 2024, although early adoption is permitted. ASU 2023-07 should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact that ASC 2023-09 will have on the consolidated financial statements and its plans for adoption, including the adoption date and transition method |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2023 | |
Intangibles | |
Intangibles | (3) Intangibles All customer relationships are subject to amortization and are amortized over a weighted-average period of 18 years, which reflects the remaining economic life of the relationships as of December 31, 2023. The Company recorded amortization expense of The carrying amount of customer relationships were as follows: December 31, (in thousands) 2022 2023 Gross carrying value of customer relationships $ 1,555,000 1,555,000 Accumulated amortization of customer relationships (268,897) (339,569) Customer relationships $ 1,286,103 1,215,431 Future amortization expense as of December 31, 2023 is as follows (in thousands): Year ending December 31, 2024 $ 70,672 Year ending December 31, 2025 70,672 Year ending December 31, 2026 70,672 Year ending December 31, 2027 70,672 Year ending December 31, 2028 70,672 Thereafter 862,071 Total $ 1,215,431 |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Dec. 31, 2023 | |
Transactions with Affiliates | |
Transactions with Affiliates | (4) Transactions with Affiliates (a) Revenues Substantially all revenues earned during the years ended December 31, 2021, 2022 and 2023 were earned from Antero Resources, under various agreements for gathering and compression and water handling services. Revenues earned from gathering and compression services consist 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 $9 million, $14 million and $18 million during the years ended December 31, 2021, 2022 and 2023, 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, 2021, 2022 and 2023, general and administrative expenses charged to the Company by Antero Resources were 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 the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. The Company reimburses Antero Resources directly for all general and administrative costs charged to it, except costs attributable to noncash equity-based compensation. For further information on equity-based compensation, see Note 10—Equity-Based Compensation. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | (5) Revenue All of the Company’s gathering and compression revenues are derived from operating lease agreements, and all of the Company’s water handling revenues are derived from service contracts with customers. The Company earned substantially all of its revenues from Antero Resources. (a) Gathering and Compression The Company’s gathering and compression service agreements with Antero Resources include: (i) the 2019 gathering and compression agreement, (ii) the Marcellus gathering and compression agreement and (iii) the Utica compression agreement. dedicated areas that expire in 2024 and 2030. Upon expiration of the Marcellus gathering and compression service agreement and the Utica compression agreement, the Company will continue to provide gathering and compression services under the 2019 gathering and compression agreement. Pursuant to the gathering and compression agreements, 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. The Company also has an option to gather and compress natural gas produced by Antero Resources on any additional undedicated acreage it acquires during the term of the 2019 gathering and compression agreement outside of West Virginia, Ohio and Pennsylvania on the same terms and conditions as the 2019 gathering and compression agreement. Upon completion of the initial contract term in 2038, the 2019 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 The 2019 gathering and compression agreement included a growth incentive fee program whereby low pressure gathering fees would be reduced from 2020 through 2023 to the extent Antero Resources achieved certain quarterly volumetric targets during such time. Antero Resources’ throughput gathered under gathering and compression agreements acquired with the Crestwood assets was not considered in the low pressure gathering volume targets. million, respectively. Under the gathering and compression agreements, the Company receives, where applicable, a low pressure gathering fee, a high pressure gathering fee and a compression fee, substantially all of which are subject to annual CPI-based adjustments (or, in the case of the 2019 gathering and compression agreement, the option in certain cases to elect a cost of service fee when such assets are placed in-service). In addition, under the 2019 gathering and compression agreement, the Company receives a reimbursement for certain variable costs, such as electricity and operating expenses. The Company determined that its gathering and compression agreements are operating leases as Antero Resources obtains substantially all of the economic benefit of the assets and has the right to direct the use of the assets. Each gathering and compression system is an identifiable asset, and consists of a network of assets that may include underground low pressure pipelines that connect and deliver gas from specific well pads to compressor stations to compress the gas before delivery to underground high pressure pipelines that transport the gas to a third-party pipeline, third-party processing plant or a Joint Venture processing plant. Each compression system is an identifiable asset, and consists of a network of assets that include compressor stations that connect to underground high pressure pipelines that transport the gas to a third-party pipeline, third-party processing plant or a Joint Venture processing plant. Each set of assets in an agreement is considered to be a single lease due to the interrelated network of the assets required to provide services under each respective agreement. When a modification to an agreement occurs, the Company reassesses the classification of the 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 systems, which are performed on time-elapsed measures. The 2019 gathering and compression agreement and the Marcellus 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 2019 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 placed in service. In addition, the Marcellus gathering and compression agreement provides for a minimum volume commitment that requires Antero Resources to utilize or pay for from the in-service date. All lease payments under the minimum volume commitments and cost of service fees are considered to be in-substance fixed lease payments under the gathering and compression agreements. The Company recognizes lease income from its minimum volume commitments and cost of service fees under its gathering and compression agreements on a straight-line basis. Additional variable operating lease income is earned when volumes in excess of the minimum 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, as applicable. Minimum volume commitments are aggregated such that there is a single minimum volume commitment for the respective service each year for each agreement. 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 agreements as of December 31, 2023 are as follows (in thousands): Year ending December 31, 2024 $ 318,044 Year ending December 31, 2025 303,012 Year ending December 31, 2026 288,971 Year ending December 31, 2027 227,810 Year ending December 31, 2028 159,483 Thereafter 229,197 Total $ 1,526,517 (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. The initial term of the water services agreement runs to 2035. 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 fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. 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 these other fluid handling services provided by third parties, . For these other fluid handling services provided by the Company, the Company charges Antero Resources a cost of service fee The Company satisfies its performance obligations and recognizes revenue when (i) the fresh water volumes have been delivered to the hydration unit of a specified well pad or (ii) other fluid handling services have been completed . 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 water service agreement with Antero Resources has a term greater than one year. 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 this contract, 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 Company also performs water services for third-party customers, and such contracts 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 water service contracts, the Company invoices customers after the performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s water 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. See Note 16—Reportable Segments for additional information on reportable segments. Year Ended December 31, (in thousands) 2021 2022 2023 Reportable Segment Type of service Gathering—low pressure $ 354,941 368,996 420,002 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) (48,000) (51,500) Gathering and Processing (1) Compression 198,992 210,329 246,952 Gathering and Processing (1) Gathering—high pressure 207,804 211,940 226,908 Gathering and Processing (1) Fresh water delivery 137,278 153,546 164,641 Water Handling Other fluid handling 81,859 93,846 105,440 Water Handling Amortization of customer relationships (37,086) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (33,586) (33,586) (33,586) Water Handling Total $ 898,202 919,985 1,041,771 Type of contract Per Unit Fixed Fee $ 761,737 791,265 893,862 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) (48,000) (51,500) Gathering and Processing (1) Per Unit Fixed Fee 137,278 154,993 166,055 Water Handling Cost plus 3% 65,007 71,490 81,125 Water Handling Cost of service fee 16,852 20,909 22,901 Water Handling Amortization of customer relationships (37,086) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (33,586) (33,586) (33,586) Water Handling Total $ 898,202 919,985 1,041,771 (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering and compression systems. The Company’s receivables from its contracts with customers and operating leases as of December 31, 2022 and December 31, 2023 were $86 million and $89 million, respectively. |
Lessor, Operating Leases | (5) Revenue All of the Company’s gathering and compression revenues are derived from operating lease agreements, and all of the Company’s water handling revenues are derived from service contracts with customers. The Company earned substantially all of its revenues from Antero Resources. (a) Gathering and Compression The Company’s gathering and compression service agreements with Antero Resources include: (i) the 2019 gathering and compression agreement, (ii) the Marcellus gathering and compression agreement and (iii) the Utica compression agreement. dedicated areas that expire in 2024 and 2030. Upon expiration of the Marcellus gathering and compression service agreement and the Utica compression agreement, the Company will continue to provide gathering and compression services under the 2019 gathering and compression agreement. Pursuant to the gathering and compression agreements, 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. The Company also has an option to gather and compress natural gas produced by Antero Resources on any additional undedicated acreage it acquires during the term of the 2019 gathering and compression agreement outside of West Virginia, Ohio and Pennsylvania on the same terms and conditions as the 2019 gathering and compression agreement. Upon completion of the initial contract term in 2038, the 2019 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 The 2019 gathering and compression agreement included a growth incentive fee program whereby low pressure gathering fees would be reduced from 2020 through 2023 to the extent Antero Resources achieved certain quarterly volumetric targets during such time. Antero Resources’ throughput gathered under gathering and compression agreements acquired with the Crestwood assets was not considered in the low pressure gathering volume targets. million, respectively. Under the gathering and compression agreements, the Company receives, where applicable, a low pressure gathering fee, a high pressure gathering fee and a compression fee, substantially all of which are subject to annual CPI-based adjustments (or, in the case of the 2019 gathering and compression agreement, the option in certain cases to elect a cost of service fee when such assets are placed in-service). In addition, under the 2019 gathering and compression agreement, the Company receives a reimbursement for certain variable costs, such as electricity and operating expenses. The Company determined that its gathering and compression agreements are operating leases as Antero Resources obtains substantially all of the economic benefit of the assets and has the right to direct the use of the assets. Each gathering and compression system is an identifiable asset, and consists of a network of assets that may include underground low pressure pipelines that connect and deliver gas from specific well pads to compressor stations to compress the gas before delivery to underground high pressure pipelines that transport the gas to a third-party pipeline, third-party processing plant or a Joint Venture processing plant. Each compression system is an identifiable asset, and consists of a network of assets that include compressor stations that connect to underground high pressure pipelines that transport the gas to a third-party pipeline, third-party processing plant or a Joint Venture processing plant. Each set of assets in an agreement is considered to be a single lease due to the interrelated network of the assets required to provide services under each respective agreement. When a modification to an agreement occurs, the Company reassesses the classification of the 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 systems, which are performed on time-elapsed measures. The 2019 gathering and compression agreement and the Marcellus 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 2019 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 placed in service. In addition, the Marcellus gathering and compression agreement provides for a minimum volume commitment that requires Antero Resources to utilize or pay for from the in-service date. All lease payments under the minimum volume commitments and cost of service fees are considered to be in-substance fixed lease payments under the gathering and compression agreements. The Company recognizes lease income from its minimum volume commitments and cost of service fees under its gathering and compression agreements on a straight-line basis. Additional variable operating lease income is earned when volumes in excess of the minimum 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, as applicable. Minimum volume commitments are aggregated such that there is a single minimum volume commitment for the respective service each year for each agreement. 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 agreements as of December 31, 2023 are as follows (in thousands): Year ending December 31, 2024 $ 318,044 Year ending December 31, 2025 303,012 Year ending December 31, 2026 288,971 Year ending December 31, 2027 227,810 Year ending December 31, 2028 159,483 Thereafter 229,197 Total $ 1,526,517 (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. The initial term of the water services agreement runs to 2035. 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 fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. 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 these other fluid handling services provided by third parties, . For these other fluid handling services provided by the Company, the Company charges Antero Resources a cost of service fee The Company satisfies its performance obligations and recognizes revenue when (i) the fresh water volumes have been delivered to the hydration unit of a specified well pad or (ii) other fluid handling services have been completed . 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 water service agreement with Antero Resources has a term greater than one year. 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 this contract, 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 Company also performs water services for third-party customers, and such contracts 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 water service contracts, the Company invoices customers after the performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s water 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. See Note 16—Reportable Segments for additional information on reportable segments. Year Ended December 31, (in thousands) 2021 2022 2023 Reportable Segment Type of service Gathering—low pressure $ 354,941 368,996 420,002 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) (48,000) (51,500) Gathering and Processing (1) Compression 198,992 210,329 246,952 Gathering and Processing (1) Gathering—high pressure 207,804 211,940 226,908 Gathering and Processing (1) Fresh water delivery 137,278 153,546 164,641 Water Handling Other fluid handling 81,859 93,846 105,440 Water Handling Amortization of customer relationships (37,086) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (33,586) (33,586) (33,586) Water Handling Total $ 898,202 919,985 1,041,771 Type of contract Per Unit Fixed Fee $ 761,737 791,265 893,862 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) (48,000) (51,500) Gathering and Processing (1) Per Unit Fixed Fee 137,278 154,993 166,055 Water Handling Cost plus 3% 65,007 71,490 81,125 Water Handling Cost of service fee 16,852 20,909 22,901 Water Handling Amortization of customer relationships (37,086) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (33,586) (33,586) (33,586) Water Handling Total $ 898,202 919,985 1,041,771 (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering and compression systems. The Company’s receivables from its contracts with customers and operating leases as of December 31, 2022 and December 31, 2023 were $86 million and $89 million, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Property and Equipment | (6) Property and Equipment (a) Summary of Property and Equipment Estimated December 31, (in thousands) Useful Lives 2022 2023 Land n/a $ 31,668 31,668 Gathering systems and facilities 40-50 years (1) 3,281,872 3,345,845 Permanent buried pipelines and equipment 7-20 years 601,347 646,469 Surface pipelines and equipment 1-7 years 66,726 90,871 Heavy trucks and equipment 3-5 years 5,157 5,157 Above ground storage tanks 5-10 years 2,953 5,130 Other assets 3-20 years — 8,110 Construction-in-progress n/a 158,977 192,852 Total property and equipment 4,148,700 4,326,102 Less accumulated depreciation (397,269) (532,579) Property and equipment, net $ 3,751,431 3,793,523 (1) Gathering systems and facilities are recognized as a single-leased asset with no residual value. (b) Asset Acquisitions On October 25, 2022, the Company acquired certain Marcellus gas gathering and compression assets from Crestwood for $205 million in cash, before closing adjustments. These assets included MMcf/d of compression capacity. The cash consideration for this asset acquisition was allocated to land and gathering systems and facilities, included in Property and equipment in the consolidated balance sheets, for Additionally, on December 21, 2022, the Company acquired certain Utica compression assets from EnLink for $10 million in cash, before closing adjustments. These assets included MMcf/d of compression capacity. The acquired compression assets are interconnected with the Company’s existing low pressure and high pressure gathering systems and service Antero Resources’ production. The cash consideration for this asset acquisition was allocated to gathering systems and facilities included in Property and equipment in the consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | (7) Income Taxes Income tax expense consisted of the following: Year Ended December 31, (in thousands) 2021 2022 2023 Current income tax benefit $ — — (6,377) Deferred income tax expense 117,123 117,494 134,664 Total income tax expense $ 117,123 117,494 128,287 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) 2021 2022 2023 Federal income tax expense $ 94,235 93,185 105,015 State income tax expense, net of federal effect 21,375 20,891 18,740 Equity-based compensation 1,713 1,027 4,086 Change in valuation allowance — 2,582 5 Other (200) (191) 441 Total income tax expense $ 117,123 117,494 128,287 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 income tax assets and liabilities is as follows: December 31, (in thousands) 2022 2023 Deferred income tax assets: NOL carryforwards $ 111,615 115,284 Equity-based compensation 2,766 2,864 Charitable contributions 2,582 2,587 Total deferred income tax assets 116,963 120,735 Valuation allowance (2,582) (2,587) Deferred income tax assets, net 114,381 118,148 Deferred income tax liability: Investment in Antero Midstream Partners 245,596 384,027 Total deferred income tax liability 245,596 384,027 Deferred income tax liability, net $ (131,215) (265,879) In assessing the realizability of the deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will be realized based on a more-likely-than-not standard of judgment. The ultimate realization of deferred income tax assets is dependent upon 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 income tax assets are deductible, management believed that the Company will not realize the benefits of certain of these deductible differences related to charitable contributions. As such, as of December 31, 2022 and 2023, the Company has recorded a valuation allowance of The calculation of the Company’s tax assets and liabilities involves 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 examination by the IRS or state revenue authorities. As of December 31, 2022 and 2023, the Company did not have any uncertain tax positions. As of December 31, 2023, the Company has U.S. federal and state NOL carryforwards before the effect of income taxes of $428 million and $496 million, respectively, which have no expiration date. During the year ended December 31, 2023, the audit of the Company’s 2019 tax year was closed by the IRS with no adjustments. Tax years 2020 through 2023 remain open to examination by the IRS. The Company and its subsidiaries file tax returns with various state taxing authorities and those returns remain open to examination for tax years 2019 through 2023. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt. | |
Long-Term Debt | (8) Long-Term Debt Long-term debt consisted of the following items: December 31, (in thousands) 2022 2023 Credit Facility (a) $ 782,000 630,100 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) 750,000 750,000 Total principal 3,382,000 3,230,100 Unamortized debt premiums 1,698 1,291 Unamortized debt issuance costs (22,416) (18,175) Total long-term debt $ 3,361,282 3,213,216 (a) Credit Facility Antero Midstream Partners, an indirect, wholly owned subsidiary of Antero Midstream Corporation, as borrower (the “Borrower”), has a Credit Facility with a consortium of banks. On October 26, 2021, the Company entered into an amended and restated Credit Facility, which is secured by mortgages on substantially all of the Borrower’s and its subsidiaries’ properties. Lender commitments under the Credit Facility were $ 31, 2023. The Credit Facility matures on October 26, 2026; provided that if on November 17, 2025 any of the 2026 Notes (as defined below) are outstanding, the Credit Facility will mature on such date. As of December 31, 2023, the Credit Facility had an available borrowing capacity of $ 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, 2022 and 2023. The Credit Facility in effect prior to October 26, 2021 provided for borrowing under either the Base Rate or the Eurodollar Rate (as each term is defined in the Credit Facility), and the Credit Facility in effect on and after October 26, 2021 provides for borrowing under either Adjusted Term SOFR or the Base Rate (as each term is defined in the 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) 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 was payable at a variable rate based on LIBOR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility agreement in effect prior to October 26, 2021. Interest is payable at a variable rate based on SOFR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility in effect on and after October 26, 2021. 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, 2022, the Borrower had outstanding borrowings under the Credit Facility of $782 million with a weighted average interest rate of 6.17% . As of December 31, 2023, the Borrower had outstanding borrowings under the Credit Facility of $ . (b) 5.375% Senior Notes Due 2024 On September 13, 2016, Antero Midstream Partners and its wholly owned subsidiary Finance Corp (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, and the related premium of $2.6 million was amortized into interest expense over the life of the 2024 Notes. The Issuers redeemed all million on the early extinguishment of debt during the year ended December 31, 2021, which included the write-off of all unamortized debt premium and issuance costs. Interest on the 2024 Notes was payable on March 15 and September 15 of each year. (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 at redemption prices ranging from 2025. 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 (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, 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 at redemption prices ranging from 1, 2025. 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 (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 at redemption prices ranging from 102.875% currently to 100.00% on or after January 15, 2026. 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 (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 Corporation, 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 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, 2021, 2022 and 2023, all of the Company’s assets and operations are attributable to the Issuers and its guarantors. (h) Subsequent Event Issuance of 2032 Notes On January 16, 2024, the Issuers issued $600 million in aggregate principal amount of 6.625% senior notes due February 1, 2032 at par. The 2032 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2032 Notes 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 2032 Notes is payable on February 1 and August 1 of each year. Antero Midstream Partners may redeem all or part of the 2032 Notes at any time on or after February 1, 2027 at redemption prices ranging from 1, 2029. In addition, prior to February 1, 2027, Antero Midstream Partners may redeem up to of the principal amount of the 2032 Notes, plus accrued and unpaid interest. At any time prior to February 1, 2027, Antero Midstream Partners may also redeem the 2032 Notes, in whole or in part, at a price equal to of the principal amount of the 2032 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 2032 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2032 Notes at a price equal to |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities | |
Accrued Liabilities | (9) Accrued Liabilities Accrued liabilities consisted of the following items: December 31, (in thousands) 2022 2023 Capital expenditures $ 16,597 22,195 Operating expenses 11,118 12,060 Interest expense 37,947 37,565 Ad valorem taxes 5,661 6,521 Other 1,392 2,289 Total accrued liabilities $ 72,715 80,630 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Equity-Based Compensation | |
Equity-Based Compensation | (10) Equity-Based Compensation (a) Summary of Equity-Based Compensation The Company’s equity-based compensation includes (i) costs allocated to Antero Midstream by Antero Resources for grants made prior to March 12, 2019 pursuant to the Antero Resources Corporation Long-Term Incentive Plan (the “AR LTIP”) and (ii) 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 additional paid in capital. AR LTIP Equity-based compensation expense allocated to Antero Midstream from Antero Resources was $2.1 million, $0.4 million and less than $0.1 million for the years ended December 31, 2021, 2022 and 2023, respectively, which includes expense related to the Converted AM RSU Awards (as defined below). All grants made prior to March 12, 2019 were fully amortized and vested during 2023. Therefore, there will be no further allocation of equity-based compensation expense from Antero Resources to the Company. 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 Company is authorized to grant up to shares of AM common stock under the AM LTIP. The AM LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), 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. As of December 31, 2023, a total of The Company’s equity-based compensation expense, by type of award, is as follows: Year Ended December 31, (in thousands) 2021 2022 2023 Restricted stock units (1) $ 11,461 16,039 24,409 Performance share units (1) 1,158 2,770 6,266 Equity awards issued to directors 910 845 931 Total expense $ 13,529 19,654 31,606 (1) Amounts include equity-based compensation expense allocated to the Company by Antero Resources. The total fair value of the Company’s vested equity awards for the years ended December 31, 2021, 2022 and 2023 were $12 million, $18 million and $22 million, respectively. (b) Restricted Stock Unit Awards 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 determined based on the closing price of the Company’s common stock on the date of the grant. The weighted average grant date fair value per share for RSUs granted during the years ended December 31, 2021, 2022 and 2023 were The Company’s RSU awards included the unvested outstanding phantom units granted under the Antero Midstream Partners Long Term Incentive Plan which were assumed by the Company on March 12, 2019, and converted into 1.8926 RSUs under the AM LTIP representing a right to receive shares of the Company’s common stock for each converted phantom unit (all such RSUs, the “Converted AM RSU Awards”). The Converted AM RSU Awards were accounted for as if they were distributed by Antero Midstream Partners to Antero Resources. Therefore, the expense related to the Converted AM RSU Awards was subject to allocation by Antero Resources. All remaining Converted AM RSU Awards vested during the year ended December 31, 2023. A summary of the RSU awards activity, which included 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, 2022 4,877,258 $ 9.79 Granted 3,103,722 10.59 Vested (1,927,368) 9.54 Forfeited (176,442) 10.38 Total AM LTIP RSUs awarded and unvested—December 31, 2023 5,877,170 $ 10.28 As of December 31, 2023, unamortized equity-based compensation expense of $41 million related to the unvested RSUs is expected to be recognized over a weighted average period of 1.8 years. (c) Performance Share Unit Awards In April 2019, the Company granted performance share units (“PSUs”) to certain of its employees and executive officers that 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 (“2019 ROIC PSUs”). The number of shares of the Company’s common stock that could be earned with respect to the 2019 ROIC PSUs ranged from of the target number of the 2019 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 2019 ROIC PSUs was recognized based on the number of shares of the Company’s common stock that are expected to be issued at the end of the measurement period. During the year ended December 31, 2022, the performance condition for the 2019 ROIC PSU’s was met at shares of the Company’s common stock. As of December 31, 2022, there were period concluding on December 31, 2024 as compared to a targeted ROIC (“2022 ROIC PSUs”). The number of shares of the Company’s common stock that can be earned with respect to the 2022 ROIC PSUs ranges from of the target number of 2022 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 2022 ROIC PSUs is recognized based on the number of shares of the Company’s 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 2022 ROIC PSU awards was probable as of December 31, 2023. In March 2023, the Company granted PSUs to certain of its employees and executive officers that vest based on the Company’s actual ROIC (as defined in the award agreement) over a three-year period concluding on December 31, 2025 as compared to a targeted ROIC (“2023 ROIC PSUs”). The number of shares of the Company’s common stock that can be earned with respect to the 2023 ROIC PSUs ranges from of the target number of 2023 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 2023 ROIC PSUs is recognized based on the number of shares of the Company’s 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 2023 ROIC PSU awards was probable as of December 31, 2023. The grant date fair value per share for PSUs granted during the years ended December 31, 2022 and 2023 were $11.05 and $10.58 , respectively. There were no A summary of the PSU awards activity is as follows: Weighted Average Number Grant Date of Units Fair Value Total AM LTIP PSUs awarded and unvested—December 31, 2022 439,935 $ 11.28 Granted 512,166 10.58 Total AM LTIP PSUs awarded and unvested—December 31, 2023 952,101 $ 10.90 As of December 31, 2023, unamortized equity-based compensation expense of $12 million related to the unvested PSUs is expected to be recognized over a weighted average period of 1.9 years. |
Cash Dividends
Cash Dividends | 12 Months Ended |
Dec. 31, 2023 | |
Cash Dividends | |
Cash Dividends | (11) Cash Dividends The Company paid cash dividends for the quarter indicated as follows (in thousands, except per share data): Dividends Period Record Date Dividend Date Dividends per Share 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 Q4 2021 January 26, 2022 February 9, 2022 $ 108,149 $ 0.2250 * February 14, 2022 February 14, 2022 138 * Q1 2022 April 27, 2022 May 11, 2022 109,296 0.2250 * May 16, 2022 May 16, 2022 137 * Q2 2022 July 27, 2022 August 10, 2022 107,675 0.2250 * August 15, 2022 August 15, 2022 138 * Q3 2022 October 26, 2022 November 9, 2022 107,705 0.2250 * November 14, 2022 November 14, 2022 137 * Total 2022 $ 433,375 Q4 2022 January 25, 2023 February 8, 2023 $ 108,364 $ 0.2250 * February 14, 2023 February 14, 2023 138 * Q1 2023 April 26, 2023 May 10, 2023 110,607 0.2250 * May 15, 2023 May 15, 2023 137 * Q2 2023 July 26, 2023 August 9, 2023 107,900 0.2250 * August 14, 2023 August 14, 2023 138 * Q3 2023 October 25, 2023 November 8, 2023 107,975 0.2250 * November 14, 2023 November 14, 2023 137 * Total 2023 $ 435,396 * Dividends are paid in accordance with the terms of the Series A Preferred Stock (as defined below) as discussed in Note 12—Equity and Net Income Per Common Share. On January 10, 2024, the Board announced the declaration of a cash dividend on the shares of AM common stock of $0.2250 per share for the quarter ended December 31, 2023. The dividend was paid on February 7, 2024 to stockholders of record as of January 24, 2024. 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 $137,500 on the shares of Series A Preferred Stock of Antero Midstream that was paid on February 14, 2024 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 12—Equity and Net Income Per Common Share. As of December 31, 2023, there were dividends in the amount of |
Equity and Net Income Per Share
Equity and Net Income Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Equity and Net Income Per Share | |
Equity and Net Income Per Common Share | (12) Equity and Net Income Per Common Share (a) Preferred Stock The Board authorized 100,000,000 shares of preferred stock 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 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 Common Shares Outstanding The following is a reconciliation of the Company’s basic weighted average common shares outstanding to diluted weighted average common shares outstanding: Year Ended December 31, (in thousands) 2021 2022 2023 Basic weighted average number of common shares outstanding 477,270 478,232 479,378 Add: Dilutive effect of RSUs 1,201 1,050 1,668 Add: Dilutive effect of PSUs 232 91 528 Add: Dilutive effect of Series A Preferred Stock 1,033 927 798 Diluted weighted average number of common shares outstanding 479,736 480,300 482,372 Weighted average number of outstanding equity awards excluded from calculation of net income per common share—diluted (1): RSUs 258 — — (1) The potential dilutive effects of these awards were excluded from the computation of net income per common share-diluted because the inclusion of these awards would have been anti-dilutive. (c) Net Income Per Common Share Net income per common share—basic for each period is computed by dividing the net income or loss attributable to the Company by the basic weighted average number of common shares outstanding during the period. Net income per common share—diluted 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 common shares outstanding are equal to basic weighted average common shares outstanding because the effect of all equity awards is anti-dilutive. Year Ended December 31, (in thousands, except per share amounts) 2021 2022 2023 Net income $ 331,617 326,242 371,786 Less preferred stock dividends (550) (550) (550) Net income available to common shareholders $ 331,067 325,692 371,236 Net income per common share–basic $ 0.69 0.68 0.77 Net income per common share–diluted $ 0.69 0.68 0.77 Weighted average common shares outstanding–basic 477,270 478,232 479,378 Weighted average common shares outstanding–diluted 479,736 480,300 482,372 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurement | |
Fair Value Measurement | (13) Fair Value Measurement (a) Senior Unsecured Notes The fair value and carrying value of the Company’s Notes is as follows: December 31, 2022 December 31, 2023 (in thousands) Fair Value (1) Carrying Value (2) Fair Value (1) Carrying Value (2) 2026 Notes $ 556,985 545,416 565,785 546,631 2027 Notes 612,365 646,610 642,655 647,313 2028 Notes 601,575 644,776 641,030 645,702 2029 Notes 685,650 742,480 720,000 743,470 Total $ 2,456,575 2,579,282 2,569,470 2,583,116 (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. (b) Other Assets and Liabilities The carrying values of accounts receivable and accounts payable as of December 31, 2022 and 2023 approximated fair value because of their short-term nature. The carrying value of the amounts under the Credit Facility as of December 31, 2022 and 2023 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, 2023 | |
Investments in Unconsolidated Affiliates | |
Investments in Unconsolidated Affiliates | (14) Investments in Unconsolidated Affiliates (a) Summary of Investments in Unconsolidated Affiliates 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, LP. 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 also 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’s net income includes its proportionate share of the net income of the Joint Venture and Stonewall. When the Company records its proportionate share of net income, it increases equity income in the consolidated statements of operations and comprehensive income and the carrying value of that investment on its balance sheet. When distributions on the Company’s proportionate share of net income are received, they are recorded as reductions to the carrying value of the investment on the balance sheet and are classified as cash inflows from operating activities in accordance with the nature of the distribution approach under FASB ASC Topic 230, Statement of Cash Flows . The Company uses the equity method of accounting to account for its investments in the Joint Venture and Stonewall 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 the Joint Venture and Stonewall. The following table is a reconciliation of the Company’s investments in these unconsolidated affiliates: Total Investment in Unconsolidated (in thousands) Joint Venture Stonewall Affiliates Balance as of December 31, 2021 $ 565,437 130,572 696,009 Equity in earnings of unconsolidated affiliates (1) 86,660 7,558 94,218 Distributions from unconsolidated affiliates (108,445) (12,015) (120,460) Return of investment in unconsolidated affiliate (17,000) — (17,000) Balance as of December 31, 2022 526,652 126,115 652,767 Additional investments — 262 262 Equity in earnings of unconsolidated affiliates (1) 98,194 7,262 105,456 Distributions from unconsolidated affiliates (116,025) (15,810) (131,835) Balance as of December 31, 2023 $ 508,821 117,829 626,650 (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 March 12, 2019. (b) Summarized Financial Information of Unconsolidated Affiliates Combined Balance Sheets December 31, (in thousands) 2022 2023 Current assets $ 74,852 68,894 Noncurrent assets 1,517,349 1,460,004 Total assets $ 1,592,201 1,528,898 Current liabilities $ 5,453 7,711 Noncurrent liabilities 4,427 4,028 Noncontrolling interest 154,100 146,094 Partners' capital 1,428,221 1,371,065 Total liabilities and partners' capital $ 1,592,201 1,528,898 Statements of Combined Operations Year Ended December 31, (in thousands) 2021 2022 2023 Revenues $ 333,565 357,730 388,717 Operating expenses 130,080 153,383 156,678 Income from operations 203,485 204,347 232,039 Net income attributable to unconsolidated affiliates, including noncontrolling interest 236,444 248,458 269,471 Net income attributable to unconsolidated affiliates 245,256 257,458 278,545 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Contingencies | |
Contingencies | (15) Contingencies The Company is currently involved in a consolidated lawsuit with Veolia Water Technologies, Inc. (“Veolia”) relating to the Clearwater Facility. On March 13, 2020, Antero Treatment, a wholly owned subsidiary of the Company, filed suit against Veolia in the district court of Denver County, Colorado (the “Court”), asserting claims of fraud, breach of contract and other related claims. Antero Treatment alleges that Veolia failed to meet its contractual obligations to design and build a “turnkey” wastewater disposal facility under a Design/Build Agreement dated August 18, 2015 (the “DBA”), and that Veolia fraudulently concealed certain miscalculations and design flaws during contract negotiations and continued to conceal and fraudulently misrepresent the impact of certain design changes post-execution of the DBA. On March 13, 2020, Veolia filed a separate suit against the Company, Antero Resources, and certain of the Company’s wholly owned subsidiaries (collectively, the “Antero Defendants”) in Denver County, Colorado. In its lawsuit, Veolia asserted breach of contract and equitable claims against the Antero Defendants for alleged failures under the DBA. Veolia’s suit was consolidated into the action filed by Antero Treatment. Veolia and the Antero Defendants each filed partial motions to dismiss and motions for summary judgment directed at certain claims asserted by the opposing party. A bench trial on the remaining claims was held from January 24 through February 10, 2022 and concluded on February 24, 2022. At trial, Antero Treatment sought damages from Veolia of million, which represents the Company’s out-of-pocket costs associated with the Clearwater Facility project. In the alternative, Antero Treatment sought damages related to multiple breaches of the DBA, totaling million. Also at trial, Veolia sought monetary damages of On January 3, 2023, the Court found that Antero Treatment had prevailed on its claims for breach of contract and fraud, and awarded $242 million in damages to Antero Treatment, plus pre- and post-judgment interest and reasonable costs and attorneys’ fees. The Court also found in Antero Defendants’ favor on all of Veolia’s affirmative claims. On January 27, 2023, the Court entered judgment in favor of Antero Treatment in the amount of million in damages, which includes pre-judgment interest. On April 10, 2023, the Court issued an order identifying an error in its previously entered judgment, and on May 3, 2023, the Court entered an amended final judgment in favor of Antero Treatment in the amount of million in damages, which includes pre-judgment interest through April 30, 2023. Antero Treatment was also awarded costs and attorneys’ fees, the amount of which will be determined in separate proceedings. On May 26, 2023, Veolia filed a notice of appeal of the final judgment. On June 9, 2023, Antero Treatment filed a notice of cross-appeal. |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2023 | |
Reportable Segments | |
Reportable Segments | (16) Reportable Segments The Company’s operations, which are located in the United States, are organized into two reportable segments: (i) gathering and processing and (ii) water handling. 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. (a) Summary of Reportable Segments 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. Portions of these water handling 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 for well completions. (b) Reportable Segments Financial Information The summarized operating results of the Company’s reportable segments are as follows: 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 Additions to property and equipment $ 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. Year Ended December 31, 2022 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 743,265 244,770 — 988,035 Revenue–third-party — 2,622 — 2,622 Amortization of customer relationships (37,086) (33,586) — (70,672) Total revenues 706,179 213,806 — 919,985 Operating expenses: Direct operating 75,889 104,365 — 180,254 General and administrative 38,972 17,495 5,658 62,125 Facility idling — 4,166 — 4,166 Depreciation 81,390 50,372 — 131,762 Impairment of property and equipment 1,130 2,572 — 3,702 Accretion of asset retirement obligations — 222 — 222 Loss on settlement of asset retirement obligations — 539 — 539 Gain on asset sale (2,120) (131) — (2,251) Total operating expenses 195,261 179,600 5,658 380,519 Operating income $ 510,918 34,206 (5,658) 539,466 Equity in earnings of unconsolidated affiliates $ 94,218 — — 94,218 Additions to property and equipment $ 227,561 71,363 — 298,924 (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, 2023 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 842,362 268,667 — 1,111,029 Revenue–third-party — 1,414 — 1,414 Amortization of customer relationships (37,086) (33,586) — (70,672) Total revenues 805,276 236,495 — 1,041,771 Operating expenses: Direct operating 95,507 117,658 — 213,165 General and administrative 45,845 19,859 5,364 71,068 Facility idling — 2,459 — 2,459 Depreciation 83,409 52,650 — 136,059 Impairment of property and equipment 133 13 — 146 Accretion of asset retirement obligations — 177 — 177 Loss on settlement of asset retirement obligations — 805 — 805 Loss (gain) on asset sale 6,039 (9) — 6,030 Total operating expenses 230,933 193,612 5,364 429,909 Operating income $ 574,343 42,883 (5,364) 611,862 Equity in earnings of unconsolidated affiliates $ 105,456 — — 105,456 Additions to property and equipment $ 130,305 53,428 — 183,733 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. The summarized total assets of the Company’s reportable segments are as follows: December 31, (in thousands) 2022 2023 Gathering and Processing $ 4,711,069 4,691,827 Water Handling 1,079,297 1,045,725 Unallocated (1) 954 66 Total assets $ 5,791,320 5,737,618 (1) Certain assets 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, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with 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, 2022 and December 31, 2023, and the results of the Company’s operations and its cash flows for the years ended December 31, 2021, 2022 and 2023. The Company has no items of other comprehensive income; therefore, net income is equal to comprehensive income. 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 4—Transactions with Affiliates). |
Principles of Consolidation | (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Antero Midstream Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the Company’s consolidated financial statements. 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 comprehensive income 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). |
Use of Estimates | (c) 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, 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 | (d) 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. From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash and cash equivalents. The Company classifies book overdrafts in accounts payable within its consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity within its consolidated statements of cash flows. As of December 31, 2022, the book overdrafts included within accounts payable were million. As of December 31, 2023, there were |
Property and Equipment | (e) Property and Equipment Property and equipment primarily consists of (i) gathering pipelines, (ii) compressor stations, (iii) the wastewater treatment facility (the “Clearwater Facility”), (iv) other flowback and produced water facilities and (v) 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. The Company reviews the estimated useful lives of its assets to determine if any changes are necessary as circumstances warrant. 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. See Note 6— Property and Equipment for further information on property and equipment impairments. During the year ended December 31, 2022, the Company acquired certain Marcellus gas gathering and compression assets and Utica compression assets. These transactions were accounted for as asset acquisitions in accordance with FASB ASC Topic 805-50, Business Combinations, Related Issues (“ASC 805-50”). Accordingly, the acquired assets were recorded based upon the cash consideration paid, with all value assigned to Property and equipment in the consolidated balance sheets. See Note 6— Property and Equipment for further information on asset acquisitions. |
Investments in Unconsolidated Affiliates | (f) 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 14—Investments in Unconsolidated Affiliates. |
Intangible Assets | (g) Intangible Assets 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. |
Income Taxes | (h) Income Taxes The Company recognizes deferred income 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 income 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 income 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. |
Asset Retirement Obligations | (i) 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. During the year ended December 31, 2021, the Company commenced closure and reclamation operations on the landfill, and such closure and reclamation operations were substantially completed during the year ended December 31, 2023. 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. The Company (i) 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 or (ii) intends to operate and maintain its assets as long as supply and demand for natural gas exists, which the Company expects to continue into the foreseeable future. |
Litigation and Other Contingencies | (j) 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. Any contingency that could result in a gain is recorded when realized. 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, 2022 and December 31, 2023, the Company had not recorded any liabilities for litigation, environmental or other contingencies. |
Dividends | (k) Dividends |
Revenue Recognition | (l) 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 other fluid handling services provided by third parties, the third-party costs the Company incurs plus or (iv) 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 5—Revenue. |
Equity-Based Compensation | (m) 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 March 12, 2019, as well as costs allocated by Antero Resources for grants made prior to March 12, 2019. Costs allocated from Antero Resources were offset to additional paid in capital on the consolidated balance sheet. After the first quarter of 2023, the process of allocating equity-based compensation costs from Antero Resources to the Company ended. See Note 4—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 authorized 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 10—Equity-Based Compensation. |
Fair Value Measures | (n) Fair Value Measures 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 sheets 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. See Note 13—Fair Value Measurement. |
Recently Adopted or Issued Accounting Standards | (o) Recently Adopted or Issued Accounting Standards 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. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is required to be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the impact that ASU 2023-07 will have on the consolidated financial statements and its plans for adoption, including the adoption date. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. This ASU is effective for annual reporting periods beginning after December 15, 2024, although early adoption is permitted. ASU 2023-07 should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact that ASC 2023-09 will have on the consolidated financial statements and its plans for adoption, including the adoption date and transition method |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangibles | |
Schedule of changes in carrying amount of customer relationships | The carrying amount of customer relationships were as follows: December 31, (in thousands) 2022 2023 Gross carrying value of customer relationships $ 1,555,000 1,555,000 Accumulated amortization of customer relationships (268,897) (339,569) Customer relationships $ 1,286,103 1,215,431 |
Schedule of future amortization expense | Future amortization expense as of December 31, 2023 is as follows (in thousands): Year ending December 31, 2024 $ 70,672 Year ending December 31, 2025 70,672 Year ending December 31, 2026 70,672 Year ending December 31, 2027 70,672 Year ending December 31, 2028 70,672 Thereafter 862,071 Total $ 1,215,431 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 agreements as of December 31, 2023 are as follows (in thousands): Year ending December 31, 2024 $ 318,044 Year ending December 31, 2025 303,012 Year ending December 31, 2026 288,971 Year ending December 31, 2027 227,810 Year ending December 31, 2028 159,483 Thereafter 229,197 Total $ 1,526,517 |
Schedule of disaggregation of revenue | Year Ended December 31, (in thousands) 2021 2022 2023 Reportable Segment Type of service Gathering—low pressure $ 354,941 368,996 420,002 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) (48,000) (51,500) Gathering and Processing (1) Compression 198,992 210,329 246,952 Gathering and Processing (1) Gathering—high pressure 207,804 211,940 226,908 Gathering and Processing (1) Fresh water delivery 137,278 153,546 164,641 Water Handling Other fluid handling 81,859 93,846 105,440 Water Handling Amortization of customer relationships (37,086) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (33,586) (33,586) (33,586) Water Handling Total $ 898,202 919,985 1,041,771 Type of contract Per Unit Fixed Fee $ 761,737 791,265 893,862 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) (48,000) (51,500) Gathering and Processing (1) Per Unit Fixed Fee 137,278 154,993 166,055 Water Handling Cost plus 3% 65,007 71,490 81,125 Water Handling Cost of service fee 16,852 20,909 22,901 Water Handling Amortization of customer relationships (37,086) (37,086) (37,086) Gathering and Processing Amortization of customer relationships (33,586) (33,586) (33,586) Water Handling Total $ 898,202 919,985 1,041,771 (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering and compression systems. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Schedule of property and equipment, net | Estimated December 31, (in thousands) Useful Lives 2022 2023 Land n/a $ 31,668 31,668 Gathering systems and facilities 40-50 years (1) 3,281,872 3,345,845 Permanent buried pipelines and equipment 7-20 years 601,347 646,469 Surface pipelines and equipment 1-7 years 66,726 90,871 Heavy trucks and equipment 3-5 years 5,157 5,157 Above ground storage tanks 5-10 years 2,953 5,130 Other assets 3-20 years — 8,110 Construction-in-progress n/a 158,977 192,852 Total property and equipment 4,148,700 4,326,102 Less accumulated depreciation (397,269) (532,579) Property and equipment, net $ 3,751,431 3,793,523 (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, 2023 | |
Income Taxes | |
Summary of income tax expense (benefit) | Year Ended December 31, (in thousands) 2021 2022 2023 Current income tax benefit $ — — (6,377) Deferred income tax expense 117,123 117,494 134,664 Total income tax expense $ 117,123 117,494 128,287 |
Summary of reconciliation of income tax expense | Year Ended December 31, (in thousands) 2021 2022 2023 Federal income tax expense $ 94,235 93,185 105,015 State income tax expense, net of federal effect 21,375 20,891 18,740 Equity-based compensation 1,713 1,027 4,086 Change in valuation allowance — 2,582 5 Other (200) (191) 441 Total income tax expense $ 117,123 117,494 128,287 |
Schedule of temporary differences between assets and liabilities | December 31, (in thousands) 2022 2023 Deferred income tax assets: NOL carryforwards $ 111,615 115,284 Equity-based compensation 2,766 2,864 Charitable contributions 2,582 2,587 Total deferred income tax assets 116,963 120,735 Valuation allowance (2,582) (2,587) Deferred income tax assets, net 114,381 118,148 Deferred income tax liability: Investment in Antero Midstream Partners 245,596 384,027 Total deferred income tax liability 245,596 384,027 Deferred income tax liability, net $ (131,215) (265,879) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt. | |
Schedule of long-term debt | December 31, (in thousands) 2022 2023 Credit Facility (a) $ 782,000 630,100 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) 750,000 750,000 Total principal 3,382,000 3,230,100 Unamortized debt premiums 1,698 1,291 Unamortized debt issuance costs (22,416) (18,175) Total long-term debt $ 3,361,282 3,213,216 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities | |
Schedule of accrued liabilities | December 31, (in thousands) 2022 2023 Capital expenditures $ 16,597 22,195 Operating expenses 11,118 12,060 Interest expense 37,947 37,565 Ad valorem taxes 5,661 6,521 Other 1,392 2,289 Total accrued liabilities $ 72,715 80,630 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of equity based compensation by type of award | Year Ended December 31, (in thousands) 2021 2022 2023 Restricted stock units (1) $ 11,461 16,039 24,409 Performance share units (1) 1,158 2,770 6,266 Equity awards issued to directors 910 845 931 Total expense $ 13,529 19,654 31,606 (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, 2022 4,877,258 $ 9.79 Granted 3,103,722 10.59 Vested (1,927,368) 9.54 Forfeited (176,442) 10.38 Total AM LTIP RSUs awarded and unvested—December 31, 2023 5,877,170 $ 10.28 |
ROIC PSUs | |
Summary of PSU awards activity | Weighted Average Number Grant Date of Units Fair Value Total AM LTIP PSUs awarded and unvested—December 31, 2022 439,935 $ 11.28 Granted 512,166 10.58 Total AM LTIP PSUs awarded and unvested—December 31, 2023 952,101 $ 10.90 |
Cash Dividends (Tables)
Cash Dividends (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash Dividends | |
Schedule of quarterly cash dividends paid | The Company paid cash dividends for the quarter indicated as follows (in thousands, except per share data): Dividends Period Record Date Dividend Date Dividends per Share 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 Q4 2021 January 26, 2022 February 9, 2022 $ 108,149 $ 0.2250 * February 14, 2022 February 14, 2022 138 * Q1 2022 April 27, 2022 May 11, 2022 109,296 0.2250 * May 16, 2022 May 16, 2022 137 * Q2 2022 July 27, 2022 August 10, 2022 107,675 0.2250 * August 15, 2022 August 15, 2022 138 * Q3 2022 October 26, 2022 November 9, 2022 107,705 0.2250 * November 14, 2022 November 14, 2022 137 * Total 2022 $ 433,375 Q4 2022 January 25, 2023 February 8, 2023 $ 108,364 $ 0.2250 * February 14, 2023 February 14, 2023 138 * Q1 2023 April 26, 2023 May 10, 2023 110,607 0.2250 * May 15, 2023 May 15, 2023 137 * Q2 2023 July 26, 2023 August 9, 2023 107,900 0.2250 * August 14, 2023 August 14, 2023 138 * Q3 2023 October 25, 2023 November 8, 2023 107,975 0.2250 * November 14, 2023 November 14, 2023 137 * Total 2023 $ 435,396 * Dividends are paid in accordance with the terms of the Series A Preferred Stock (as defined below) as discussed in Note 12—Equity and Net Income Per Common Share. |
Equity and Net Income Per Commo
Equity and Net Income Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity and Net Income Per Share | |
Schedule of weighted average shares outstanding | Year Ended December 31, (in thousands) 2021 2022 2023 Basic weighted average number of common shares outstanding 477,270 478,232 479,378 Add: Dilutive effect of RSUs 1,201 1,050 1,668 Add: Dilutive effect of PSUs 232 91 528 Add: Dilutive effect of Series A Preferred Stock 1,033 927 798 Diluted weighted average number of common shares outstanding 479,736 480,300 482,372 Weighted average number of outstanding equity awards excluded from calculation of net income per common share—diluted (1): RSUs 258 — — (1) The potential dilutive effects of these awards were excluded from the computation of net income per common share-diluted because the inclusion of these awards would have been anti-dilutive. |
Schedule of net income per share | Year Ended December 31, (in thousands, except per share amounts) 2021 2022 2023 Net income $ 331,617 326,242 371,786 Less preferred stock dividends (550) (550) (550) Net income available to common shareholders $ 331,067 325,692 371,236 Net income per common share–basic $ 0.69 0.68 0.77 Net income per common share–diluted $ 0.69 0.68 0.77 Weighted average common shares outstanding–basic 477,270 478,232 479,378 Weighted average common shares outstanding–diluted 479,736 480,300 482,372 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurement | |
Schedule of fair value and carrying value of Senior Notes | December 31, 2022 December 31, 2023 (in thousands) Fair Value (1) Carrying Value (2) Fair Value (1) Carrying Value (2) 2026 Notes $ 556,985 545,416 565,785 546,631 2027 Notes 612,365 646,610 642,655 647,313 2028 Notes 601,575 644,776 641,030 645,702 2029 Notes 685,650 742,480 720,000 743,470 Total $ 2,456,575 2,579,282 2,569,470 2,583,116 (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, 2023 | |
Investments in Unconsolidated Affiliates | |
Schedule of reconciliation of investments in unconsolidated affiliates | Total Investment in Unconsolidated (in thousands) Joint Venture Stonewall Affiliates Balance as of December 31, 2021 $ 565,437 130,572 696,009 Equity in earnings of unconsolidated affiliates (1) 86,660 7,558 94,218 Distributions from unconsolidated affiliates (108,445) (12,015) (120,460) Return of investment in unconsolidated affiliate (17,000) — (17,000) Balance as of December 31, 2022 526,652 126,115 652,767 Additional investments — 262 262 Equity in earnings of unconsolidated affiliates (1) 98,194 7,262 105,456 Distributions from unconsolidated affiliates (116,025) (15,810) (131,835) Balance as of December 31, 2023 $ 508,821 117,829 626,650 (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 March 12, 2019. Combined Balance Sheets December 31, (in thousands) 2022 2023 Current assets $ 74,852 68,894 Noncurrent assets 1,517,349 1,460,004 Total assets $ 1,592,201 1,528,898 Current liabilities $ 5,453 7,711 Noncurrent liabilities 4,427 4,028 Noncontrolling interest 154,100 146,094 Partners' capital 1,428,221 1,371,065 Total liabilities and partners' capital $ 1,592,201 1,528,898 Statements of Combined Operations Year Ended December 31, (in thousands) 2021 2022 2023 Revenues $ 333,565 357,730 388,717 Operating expenses 130,080 153,383 156,678 Income from operations 203,485 204,347 232,039 Net income attributable to unconsolidated affiliates, including noncontrolling interest 236,444 248,458 269,471 Net income attributable to unconsolidated affiliates 245,256 257,458 278,545 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Reportable Segments | |
Schedule of operating results and assets of the Company's reportable segments | 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 Additions to property and equipment $ 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. Year Ended December 31, 2022 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 743,265 244,770 — 988,035 Revenue–third-party — 2,622 — 2,622 Amortization of customer relationships (37,086) (33,586) — (70,672) Total revenues 706,179 213,806 — 919,985 Operating expenses: Direct operating 75,889 104,365 — 180,254 General and administrative 38,972 17,495 5,658 62,125 Facility idling — 4,166 — 4,166 Depreciation 81,390 50,372 — 131,762 Impairment of property and equipment 1,130 2,572 — 3,702 Accretion of asset retirement obligations — 222 — 222 Loss on settlement of asset retirement obligations — 539 — 539 Gain on asset sale (2,120) (131) — (2,251) Total operating expenses 195,261 179,600 5,658 380,519 Operating income $ 510,918 34,206 (5,658) 539,466 Equity in earnings of unconsolidated affiliates $ 94,218 — — 94,218 Additions to property and equipment $ 227,561 71,363 — 298,924 (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, 2023 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 842,362 268,667 — 1,111,029 Revenue–third-party — 1,414 — 1,414 Amortization of customer relationships (37,086) (33,586) — (70,672) Total revenues 805,276 236,495 — 1,041,771 Operating expenses: Direct operating 95,507 117,658 — 213,165 General and administrative 45,845 19,859 5,364 71,068 Facility idling — 2,459 — 2,459 Depreciation 83,409 52,650 — 136,059 Impairment of property and equipment 133 13 — 146 Accretion of asset retirement obligations — 177 — 177 Loss on settlement of asset retirement obligations — 805 — 805 Loss (gain) on asset sale 6,039 (9) — 6,030 Total operating expenses 230,933 193,612 5,364 429,909 Operating income $ 574,343 42,883 (5,364) 611,862 Equity in earnings of unconsolidated affiliates $ 105,456 — — 105,456 Additions to property and equipment $ 130,305 53,428 — 183,733 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. The summarized total assets of the Company’s reportable segments are as follows: December 31, (in thousands) 2022 2023 Gathering and Processing $ 4,711,069 4,691,827 Water Handling 1,079,297 1,045,725 Unallocated (1) 954 66 Total assets $ 5,791,320 5,737,618 (1) Certain assets that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. |
Organization (Details)
Organization (Details) | 12 Months Ended |
Dec. 31, 2023 item | |
Water Handling. | |
Organization | |
Number of independent fresh water systems | 2 |
Joint Venture | |
Organization | |
Ownership percentage | 50% |
Stonewall | |
Organization | |
Ownership percentage | 15% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents | ||
Book overdrafts | $ 0 | $ 3 |
Asset Retirement Obligations | ||
Post-closure period for landfill to maintain and monitor | 30 years | |
Water Handling Agreement | ||
Revenue recognition | ||
Third party out of pocket costs reimbursement markup (as a percent) | 3% |
Intangibles - Customer Relation
Intangibles - Customer Relationships (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite lived intangible assets | |||
Amortization of customer relationships | $ 70,672 | $ 70,672 | $ 70,672 |
Finite lived intangible assets rollforward | |||
Customer relationships | 1,215,431 | 1,286,103 | |
Customer relationships | |||
Finite lived intangible assets | |||
Amortization of customer relationships | 71,000 | 71,000 | $ 71,000 |
Finite lived intangible assets rollforward | |||
Gross carrying value | 1,555,000 | 1,555,000 | |
Accumulated amortization | (339,569) | (268,897) | |
Customer relationships | $ 1,215,431 | $ 1,286,103 | |
Customer relationships | Weighted Average | |||
Finite lived intangible assets | |||
Amortization period | 18 years |
Intangibles - Future amortizati
Intangibles - Future amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Future amortization expense | ||
Customer relationships | $ 1,215,431 | $ 1,286,103 |
Customer relationships | ||
Future amortization expense | ||
Year ending December 31, 2024 | 70,672 | |
Year ending December 31, 2025 | 70,672 | |
Year ending December 31, 2026 | 70,672 | |
Year ending December 31, 2027 | 70,672 | |
Year ending December 31, 2028 | 70,672 | |
Thereafter | 862,071 | |
Customer relationships | $ 1,215,431 | $ 1,286,103 |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - Affiliated Entity - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allocation of costs | |||
Direct labor expenses | $ 18 | $ 14 | $ 9 |
General and administrative expense | $ 29 | $ 30 | $ 32 |
Revenue (Details)
Revenue (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 area | |
Gathering And Compression Agreement | ||||
Agreements | ||||
Notice period | 180 days | |||
Rebate issued | $ | $ 52 | $ 48 | $ 12 | |
Gathering And Compression Agreement | Utica | ||||
Agreements | ||||
Number of dedicated areas | area | 2 | |||
Water Handling Agreement | ||||
Agreements | ||||
Notice period | 180 days | |||
Third party out of pocket costs reimbursement markup (as a percent) | 3% |
Revenue - Minimum Volume Commit
Revenue - Minimum Volume Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2023 | |
Gathering And Compression Agreement | ||
Lessor, Operating Leases | ||
Minimum volume commitment that require Antero to pay for high pressure lines | 75% | |
Minimum volume commitment that require Antero to pay for compressor stations | 70% | |
Term of new construction | 10 years | |
Rate of return on new construction from service fee | 13% | |
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, 2024 | $ 318,044 | |
Year ending December 31, 2025 | 303,012 | |
Year ending December 31, 2026 | 288,971 | |
Year ending December 31, 2027 | 227,810 | |
Year ending December 31, 2028 | 159,483 | |
Thereafter | 229,197 | |
Total | $ 1,526,517 | |
Acquired Gathering and Compression Agreement | ||
Lessor, Operating Leases | ||
Minimum volume commitment that require Antero to pay for compressor stations | 25% | |
Term of new construction | 10 years |
Revenue - Transaction Price All
Revenue - Transaction Price Allocation and Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Original expected duration | true | |
Receivables from contracts with customers and operating leases | $ 89 | $ 86 |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue | |||
Amortization of customer relationships | $ (70,672) | $ (70,672) | $ (70,672) |
Total revenue | 1,041,771 | 919,985 | 898,202 |
Gathering And Processing. | |||
Disaggregation of Revenue | |||
Amortization of customer relationships | (37,086) | (37,086) | (37,086) |
Water Handling. | |||
Disaggregation of Revenue | |||
Amortization of customer relationships | (33,586) | (33,586) | (33,586) |
Fixed Fee | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | 893,862 | 791,265 | 761,737 |
Fixed Fee | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | 166,055 | 154,993 | 137,278 |
Cost plus 3% | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | $ 81,125 | $ 71,490 | $ 65,007 |
Third party out of pocket costs reimbursement markup (as a percent) | 3% | 3% | 3% |
Cost of service fee | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | $ 22,901 | $ 20,909 | $ 16,852 |
Gathering-low pressure | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | 420,002 | 368,996 | 354,941 |
Gathering-low pressure fee rebate | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | (51,500) | (48,000) | (12,000) |
Gathering-high pressure | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | 226,908 | 211,940 | 207,804 |
Compression | Gathering And Processing. | |||
Disaggregation of Revenue | |||
Total operating revenues | 246,952 | 210,329 | 198,992 |
Fresh water delivery | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | 164,641 | 153,546 | 137,278 |
Other fluid handling | Water Handling. | |||
Disaggregation of Revenue | |||
Total operating revenues | $ 105,440 | $ 93,846 | $ 81,859 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment | ||
Total property and equipment | $ 4,326,102 | $ 4,148,700 |
Less accumulated depreciation | (532,579) | (397,269) |
Property and equipment, net | 3,793,523 | 3,751,431 |
Land. | ||
Property and Equipment | ||
Total property and equipment | 31,668 | 31,668 |
Gathering systems and facilities | ||
Property and Equipment | ||
Total property and equipment | 3,345,845 | 3,281,872 |
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 | $ 646,469 | $ 601,347 |
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 | $ 90,871 | $ 66,726 |
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 | $ 5,157 |
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 | $ 5,130 | $ 2,953 |
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 |
Other Assets | ||
Property and Equipment | ||
Total property and equipment | $ 8,110 | |
Other Assets | Minimum | ||
Property and Equipment | ||
Estimated useful lives | 3 years | |
Other Assets | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 20 years | |
Construction-in-progress | ||
Property and Equipment | ||
Total property and equipment | $ 192,852 | $ 158,977 |
Property and Equipment - Acquis
Property and Equipment - Acquisitions (Details) $ in Thousands | 12 Months Ended | |||
Dec. 21, 2022 USD ($) item MMcf / d | Oct. 25, 2022 USD ($) MMcf / d item | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Property and Equipment | ||||
Cash payments | $ 266 | $ 216,726 | ||
Crestwood Equity Partners LP | Marcellus gas gathering and compression assets | ||||
Property and Equipment | ||||
Cash payments | $ 205,000 | |||
Number of miles pipeline acquired | item | 72 | |||
Number of compressor stations acquired | item | 9 | |||
Dry gas compression capacity | MMcf / d | 700 | |||
Land | $ 3,000 | |||
Gathering systems and facilities | $ 202,000 | |||
EnLink | Utica compression assets | ||||
Property and Equipment | ||||
Cash payments | $ 10,000 | |||
Number of compressor stations acquired | item | 4 | |||
Dry gas compression capacity | MMcf / d | 380 |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax expense | |||
Current income tax expense (benefit) | $ (6,377) | ||
Deferred income tax expense | 134,664 | $ 117,494 | $ 117,123 |
Total income tax expense | $ 128,287 | $ 117,494 | $ 117,123 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Income tax rate (as a percent) | 21% | 21% | 21% |
Federal income tax expense | $ 105,015 | $ 93,185 | $ 94,235 |
State income tax expense, net of federal benefit | 18,740 | 20,891 | 21,375 |
Equity-based compensation | 4,086 | 1,027 | 1,713 |
Change in valuation allowance | 5 | 2,582 | |
Other | 441 | (191) | (200) |
Total income tax expense | $ 128,287 | $ 117,494 | $ 117,123 |
Income Taxes - Temporary Differ
Income Taxes - Temporary Differences Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
NOL carryforwards | $ 115,284 | $ 111,615 |
Equity-based compensation | 2,864 | 2,766 |
Charitable contributions | 2,587 | 2,582 |
Total deferred tax asset | 120,735 | 116,963 |
Valuation allowance | (2,587) | (2,582) |
Net deferred tax asset | 118,148 | 114,381 |
Deferred tax liabilities: | ||
Investment in Antero Midstream Partners | 384,027 | 245,596 |
Total deferred tax liability | 384,027 | 245,596 |
Net deferred tax liability | $ (265,879) | $ (131,215) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Federal | |
Operating Loss Carryforwards | |
NOL carryforwards | $ 428 |
State | |
Operating Loss Carryforwards | |
NOL carryforwards | $ 496 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Jan. 16, 2024 | Jun. 08, 2021 | Nov. 10, 2020 | Jun. 28, 2019 | Feb. 25, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 12, 2019 | Sep. 13, 2016 | |
Long-term debt | ||||||||||
Total principal | $ 3,230,100 | $ 3,382,000 | ||||||||
Unamortized debt premiums | 1,291 | 1,698 | ||||||||
Unamortized debt issuance costs | (18,175) | (22,416) | ||||||||
Total long-term debt | 3,213,216 | 3,361,282 | ||||||||
Loss on early extinguishment of debt | $ (21,757) | |||||||||
Repayment of credit faclity | 1,189,600 | 1,034,500 | $ 1,079,700 | |||||||
Prior Credit Facility | Antero Midstream Partners | ||||||||||
Long-term debt | ||||||||||
Total principal | $ 782,000 | |||||||||
Weighted average interest rate (as a percent) | 6.17% | |||||||||
Credit Facility | Antero Midstream Partners | ||||||||||
Long-term debt | ||||||||||
Total principal | $ 630,100 | $ 782,000 | ||||||||
Weighted average interest rate (as a percent) | 7.08% | |||||||||
Outstanding letters of credit | $ 0 | 0 | ||||||||
Current borrowing capacity | 1,250,000 | |||||||||
Available borrowing capacity | $ 620,000 | |||||||||
Credit Facility | Minimum | Antero Midstream Partners | ||||||||||
Long-term debt | ||||||||||
Commitment fees on the unused portion (as a percent) | 0.25% | |||||||||
Credit Facility | Maximum | Antero Midstream Partners | ||||||||||
Long-term debt | ||||||||||
Commitment fees on the unused portion (as a percent) | 0.375% | |||||||||
7.875% Senior Notes Due 2026 | ||||||||||
Long-term debt | ||||||||||
Total long-term debt | $ 546,631 | 545,416 | ||||||||
5.75% Senior Notes Due 2027 | ||||||||||
Long-term debt | ||||||||||
Total long-term debt | 647,313 | 646,610 | ||||||||
5.75% Senior Notes Due 2028 | ||||||||||
Long-term debt | ||||||||||
Total long-term debt | 645,702 | 644,776 | ||||||||
5.375% Senior Notes Due 2029 | ||||||||||
Long-term debt | ||||||||||
Total long-term debt | 743,470 | 742,480 | ||||||||
Finance Corp and together with Antero Midstream Partners | 5.375% Senior Notes Due 2024 | ||||||||||
Long-term debt | ||||||||||
Total principal | $ 652,600 | |||||||||
Unamortized debt premiums | 2,600 | |||||||||
Interest rate (as a percent) | 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% | |||||||||
Finance Corp and together with Antero Midstream Partners | 7.875% Senior Notes Due 2026 | ||||||||||
Long-term debt | ||||||||||
Total principal | $ 550,000 | $ 550,000 | ||||||||
Interest rate (as a percent) | 7.875% | 7.875% | 7.875% | |||||||
Face amount | $ 550,000 | |||||||||
Debt instrument redemption percentage upon change of control | 101% | |||||||||
Finance Corp and together with Antero Midstream Partners | 7.875% Senior Notes Due 2026 | Redemption period one | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 103.938% | |||||||||
Finance Corp and together with Antero Midstream Partners | 7.875% Senior Notes Due 2026 | Redemption period two | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 100% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.75% Senior Notes Due 2027 | ||||||||||
Long-term debt | ||||||||||
Total principal | $ 650,000 | $ 650,000 | ||||||||
Unamortized debt premiums | 3,300 | |||||||||
Interest rate (as a percent) | 5.75% | 5.75% | ||||||||
Face amount | $ 650,000 | |||||||||
Debt instrument fair value | $ 653,300 | |||||||||
Debt instrument redemption percentage upon change of control | 101% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.75% Senior Notes Due 2027 | Redemption period one | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 101.917% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.75% Senior Notes Due 2027 | Redemption period two | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 100% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.75% Senior Notes Due 2028 | ||||||||||
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% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.75% Senior Notes Due 2028 | Redemption period one | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 102.875% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.75% Senior Notes Due 2028 | Redemption period two | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 100% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.375% Senior Notes Due 2029 | ||||||||||
Long-term debt | ||||||||||
Total principal | $ 750,000 | |||||||||
Total principal | $ 750,000 | $ 750,000 | ||||||||
Interest rate (as a percent) | 5.375% | 5.375% | 5.375% | |||||||
Debt instrument redemption percentage upon change of control | 101% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.375% Senior Notes Due 2029 | Redemption period one | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 102.688% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.375% Senior Notes Due 2029 | Redemption period two | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 100% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.375% Senior Notes Due 2029 | Redemption period three | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 105.375% | |||||||||
Debt instrument redemption percentage with payment of premium and interest | 100% | |||||||||
Finance Corp and together with Antero Midstream Partners | 5.375% Senior Notes Due 2029 | Redemption period three | Maximum | ||||||||||
Long-term debt | ||||||||||
Percent of aggregate principal amount that can be redeemed | 35% | |||||||||
Finance Corp and together with Antero Midstream Partners | 6.625% Senior Notes Due 2032 | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage upon change of control | 101% | |||||||||
Finance Corp and together with Antero Midstream Partners | 6.625% Senior Notes Due 2032 | Subsequent event | ||||||||||
Long-term debt | ||||||||||
Interest rate (as a percent) | 6.625% | |||||||||
Face amount | $ 600,000 | |||||||||
Finance Corp and together with Antero Midstream Partners | 6.625% Senior Notes Due 2032 | Redemption period one | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 103.313% | |||||||||
Finance Corp and together with Antero Midstream Partners | 6.625% Senior Notes Due 2032 | Redemption period two | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 100% | |||||||||
Finance Corp and together with Antero Midstream Partners | 6.625% Senior Notes Due 2032 | Redemption period three | ||||||||||
Long-term debt | ||||||||||
Debt instrument redemption percentage | 106.625% | |||||||||
Debt instrument redemption percentage with payment of premium and interest | 100% | |||||||||
Finance Corp and together with Antero Midstream Partners | 6.625% Senior Notes Due 2032 | Redemption period three | Maximum | ||||||||||
Long-term debt | ||||||||||
Percent of aggregate principal amount that can be redeemed | 35% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities | ||
Capital expenditures | $ 22,195 | $ 16,597 |
Operating expenses | 12,060 | 11,118 |
Interest expense | 37,565 | 37,947 |
Ad valorem taxes | 6,521 | 5,661 |
Other | 2,289 | 1,392 |
Total accrued liabilities | $ 80,630 | $ 72,715 |
Equity Based Compensation (Deta
Equity Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Mar. 12, 2019 | Mar. 31, 2023 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Common Stock | |||||||
Number of units | |||||||
Issuance of common stock upon conversion of performance share units (in shares) | 1,216,000 | 1,002,000 | 856,000 | ||||
AR LTIP | |||||||
Additional disclosures | |||||||
Equity based compensation expense allocated from Antero Resources | $ 0.1 | $ 0.4 | $ 2.1 | ||||
AM LTIP | |||||||
Additional disclosures | |||||||
Vested equity awards | $ 22 | $ 18 | $ 12 | ||||
Number of stock-based compensation awards authorized | 15,398,901 | ||||||
Number of shares available for future grant under the Plan | 4,691,855 | ||||||
AM LTIP RSUs | |||||||
Number of units | |||||||
Total awarded and unvested at the beginning of the period (in shares) | 4,877,258 | ||||||
Granted (in shares) | 3,103,722 | ||||||
Vested (in shares) | (1,927,368) | ||||||
Forfeited (in shares) | (176,442) | ||||||
Total awarded and unvested at the end of the period (in shares) | 5,877,170 | 4,877,258 | |||||
Weighted average grant date fair value | |||||||
Total awarded and unvested at the beginning of the period (in dollars per unit) | $ 9.79 | ||||||
Granted (in dollars per unit) | 10.59 | $ 11.28 | $ 8.71 | ||||
Vested (in dollars per unit) | 9.54 | ||||||
Forfeited (in dollars per unit) | 10.38 | ||||||
Total awarded and unvested at the end of the period (in dollars per unit) | $ 10.28 | $ 9.79 | |||||
Additional disclosures | |||||||
Unamortized expense | $ 41 | ||||||
Shares exchange ratio | 1.8926 | ||||||
Weighted average period for recognizing unrecognized stock-based compensation expense | 1 year 9 months 18 days | ||||||
ROIC PSUs | |||||||
Number of units | |||||||
Total awarded and unvested at the beginning of the period (in shares) | 439,935 | ||||||
Granted (in shares) | 512,166 | 0 | |||||
Total awarded and unvested at the end of the period (in shares) | 952,101 | 439,935 | |||||
Weighted average grant date fair value | |||||||
Total awarded and unvested at the beginning of the period (in dollars per unit) | $ 11.28 | ||||||
Granted (in dollars per unit) | 10.58 | $ 11.05 | |||||
Total awarded and unvested at the end of the period (in dollars per unit) | $ 10.90 | $ 11.28 | |||||
Additional disclosures | |||||||
Unamortized expense | $ 12 | ||||||
Weighted average period for recognizing unrecognized stock-based compensation expense | 1 year 10 months 24 days | ||||||
2019 ROIC PSUs | |||||||
Number of units | |||||||
Total awarded and unvested at the beginning of the period (in shares) | 0 | ||||||
Vested (in shares) | (137,712) | ||||||
Total awarded and unvested at the end of the period (in shares) | 0 | ||||||
Additional disclosures | |||||||
Vesting period | 3 years | ||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 200% | ||||||
2019 ROIC PSUs | Minimum | |||||||
Additional disclosures | |||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 0% | ||||||
2019 ROIC PSUs | Maximum | |||||||
Additional disclosures | |||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 200% | ||||||
2019 ROIC PSUs | Common Stock | |||||||
Number of units | |||||||
Issuance of common stock upon conversion of performance share units (in shares) | 275,424 | ||||||
2022 ROIC PSUs | |||||||
Additional disclosures | |||||||
Vesting period | 3 years | ||||||
2022 ROIC PSUs | Minimum | |||||||
Additional disclosures | |||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 0% | ||||||
2022 ROIC PSUs | Maximum | |||||||
Additional disclosures | |||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 200% | ||||||
2023 ROIC PSUs | |||||||
Additional disclosures | |||||||
Vesting period | 3 years | ||||||
2023 ROIC PSUs | Minimum | |||||||
Additional disclosures | |||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 0% | ||||||
2023 ROIC PSUs | Maximum | |||||||
Additional disclosures | |||||||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 200% |
Equity Based Compensation - Com
Equity Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity based compensation | |||
Equity based compensation expense | $ 31,606 | $ 19,654 | $ 13,529 |
AM LTIP RSUs | |||
Equity based compensation | |||
Equity based compensation expense | 24,409 | 16,039 | 11,461 |
ROIC PSUs | |||
Equity based compensation | |||
Equity based compensation expense | 6,266 | 2,770 | 1,158 |
Equity awards issued to directors | |||
Equity based compensation | |||
Equity based compensation expense | $ 931 | $ 845 | $ 910 |
Cash Dividends (Details)
Cash Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||||||||||||||||||
Feb. 14, 2024 | Nov. 14, 2023 | Nov. 08, 2023 | Aug. 14, 2023 | Aug. 09, 2023 | May 15, 2023 | May 10, 2023 | Feb. 14, 2023 | Feb. 08, 2023 | Nov. 14, 2022 | Nov. 09, 2022 | Aug. 15, 2022 | Aug. 10, 2022 | May 16, 2022 | May 11, 2022 | Feb. 14, 2022 | Feb. 09, 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 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 10, 2024 | |
Cash dividends | |||||||||||||||||||||||||||||
Common stock dividends paid | $ 107,975 | $ 107,900 | $ 110,607 | $ 108,364 | $ 107,705 | $ 107,675 | $ 109,296 | $ 108,149 | $ 107,459 | $ 107,719 | $ 108,799 | $ 147,194 | $ 434,846 | $ 432,825 | $ 471,171 | ||||||||||||||
Preferred stock dividends paid | $ 137 | $ 138 | $ 137 | $ 138 | $ 137 | $ 138 | $ 137 | $ 138 | $ 137 | $ 138 | $ 137 | $ 138 | 550 | 550 | 550 | ||||||||||||||
Dividends paid | 435,396 | $ 433,375 | $ 471,721 | ||||||||||||||||||||||||||
Common stock dividends (in dollars per share) | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.3075 | |||||||||||||||||
Cash dividends declared per common share | $ 0.2250 | ||||||||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||||||||
Cash dividends | |||||||||||||||||||||||||||||
Preferred stock dividends paid | $ 137,500 | ||||||||||||||||||||||||||||
Dividends in arrears | $ 68,750 |
Equity and Net Income Per Com_2
Equity and Net Income Per Common Share (Details) - $ / shares | Mar. 12, 2019 | Dec. 31, 2023 | Dec. 31, 2022 |
Equity and Earnings Per Common Share | |||
Number of preferred 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% | ||
Dividend payment term | 45 days | ||
Redemption price per share | $ 1,000 |
Equity and Net Income Per Com_3
Equity and Net Income Per Common Share - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Shares Outstanding | |||
Basic weighted average common shares outstanding | 479,378 | 478,232 | 477,270 |
Diluted weighted average number of shares outstanding | 482,372 | 480,300 | 479,736 |
RSUs | |||
Weighted Average Shares Outstanding | |||
Add: Dilutive effect | 1,668 | 1,050 | 1,201 |
Antidilutive securities excluded from computation of earnings per share | 258 | ||
ROIC PSUs | |||
Weighted Average Shares Outstanding | |||
Add: Dilutive effect | 528 | 91 | 232 |
Series A Preferred Stock. | |||
Weighted Average Shares Outstanding | |||
Add: Dilutive effect of Series A preferred stock | 798 | 927 | 1,033 |
Equity and Net Income Per Com_4
Equity and Net Income Per Common Share - Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity and Net Income Per Share | |||
Net income | $ 371,786 | $ 326,242 | $ 331,617 |
Less preferred stock dividends | (550) | (550) | (550) |
Net income (loss) available to common shareholders | $ 371,236 | $ 325,692 | $ 331,067 |
Net income per share-basic (in dollars per share) | $ 0.77 | $ 0.68 | $ 0.69 |
Net income per share-diluted (in dollars per share) | $ 0.77 | $ 0.68 | $ 0.69 |
Basic weighted average common shares outstanding | 479,378 | 478,232 | 477,270 |
Weighted average common shares outstanding-diluted | 482,372 | 480,300 | 479,736 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair value measurement | ||
Carrying Value | $ 3,213,216 | $ 3,361,282 |
Senior Notes | ||
Fair value measurement | ||
Carrying Value | 2,583,116 | 2,579,282 |
Senior Notes | Level 2 | ||
Fair value measurement | ||
Fair Value | 2,569,470 | 2,456,575 |
7.875% Senior Notes Due 2026 | ||
Fair value measurement | ||
Carrying Value | 546,631 | 545,416 |
7.875% Senior Notes Due 2026 | Level 2 | ||
Fair value measurement | ||
Fair Value | 565,785 | 556,985 |
5.75% Senior Notes Due 2027 | ||
Fair value measurement | ||
Carrying Value | 647,313 | 646,610 |
5.75% Senior Notes Due 2027 | Level 2 | ||
Fair value measurement | ||
Fair Value | 642,655 | 612,365 |
5.75% Senior Notes Due 2028 | ||
Fair value measurement | ||
Carrying Value | 645,702 | 644,776 |
5.75% Senior Notes Due 2028 | Level 2 | ||
Fair value measurement | ||
Fair Value | 641,030 | 601,575 |
5.375% Senior Notes Due 2029 | ||
Fair value measurement | ||
Carrying Value | 743,470 | 742,480 |
5.375% Senior Notes Due 2029 | Level 2 | ||
Fair value measurement | ||
Fair Value | $ 720,000 | $ 685,650 |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliates (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) item mi | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Investments in unconsolidated affiliates | ||||
Balance at beginning of period | $ 652,767 | $ 696,009 | ||
Additional investments | 262 | |||
Equity in earnings of unconsolidated affiliates | 105,456 | 94,218 | $ 90,451 | |
Distributions from unconsolidated affiliates | (131,835) | (120,460) | (118,990) | |
Return of investment in unconsolidated affiliate | (17,000) | |||
Balance at end of period | 626,650 | 652,767 | 696,009 | |
Summarized Financial Information of Unconsolidated Affiliates | ||||
Current assets | 91,128 | 88,993 | ||
Total assets | 5,737,618 | 5,791,320 | ||
Current liabilities | 96,417 | 102,077 | ||
Partners' capital | 2,151,731 | 2,192,318 | 2,286,698 | $ 2,418,286 |
Total liabilities and stockholders' equity | 5,737,618 | 5,791,320 | ||
Revenues | 1,041,771 | 919,985 | 898,202 | |
Income from operations | 611,862 | 539,466 | 555,327 | |
Net income attributable to unconsolidated affiliates, including noncontrolling interest | 371,786 | 326,242 | 331,617 | |
Unconsolidated Affiliates | ||||
Summarized Financial Information of Unconsolidated Affiliates | ||||
Current assets | 68,894 | 74,852 | ||
Noncurrent assets | 1,460,004 | 1,517,349 | ||
Total assets | 1,528,898 | 1,592,201 | ||
Current liabilities | 7,711 | 5,453 | ||
Noncurrent liabilities | 4,028 | 4,427 | ||
Noncontrolling interest | 146,094 | 154,100 | ||
Partners' capital | 1,371,065 | 1,428,221 | ||
Total liabilities and stockholders' equity | 1,528,898 | 1,592,201 | ||
Revenues | 388,717 | 357,730 | 333,565 | |
Operating expenses | 156,678 | 153,383 | 130,080 | |
Income from operations | 232,039 | 204,347 | 203,485 | |
Net income attributable to unconsolidated affiliates, including noncontrolling interest | 269,471 | 248,458 | 236,444 | |
Net income attributable to unconsolidated affiliates | $ 278,545 | 257,458 | 245,256 | |
Joint Venture | ||||
Equity Method Investments | ||||
Ownership percentage | 50% | |||
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 | $ 526,652 | 565,437 | ||
Equity in earnings of unconsolidated affiliates | 98,194 | 86,660 | ||
Distributions from unconsolidated affiliates | (116,025) | (108,445) | ||
Return of investment in unconsolidated affiliate | (17,000) | |||
Balance at end of period | $ 508,821 | 526,652 | 565,437 | |
Stonewall | ||||
Equity Method Investments | ||||
Ownership percentage | 15% | |||
Number of miles of pipeline | mi | 67 | |||
Investments in unconsolidated affiliates | ||||
Balance at beginning of period | $ 126,115 | 130,572 | ||
Additional investments | 262 | |||
Equity in earnings of unconsolidated affiliates | 7,262 | 7,558 | ||
Distributions from unconsolidated affiliates | (15,810) | (12,015) | ||
Balance at end of period | $ 117,829 | $ 126,115 | $ 130,572 |
Contingencies (Details)
Contingencies (Details) - Lawsuit with Veolia Water Technologies, Inc. - Pending Litigation - USD ($) $ in Millions | May 03, 2023 | Jan. 27, 2023 | Jan. 03, 2023 | Feb. 24, 2022 |
Contingencies | ||||
Antero Treatment damages sought | $ 450 | |||
Antero Treatment damages sought related to multiple breaches | 370 | |||
Veolia damages sought | $ 118 | |||
Claims for breach of contract and fraud awarded to Antero | $ 309 | $ 242 | ||
Amended claims for breach of contract and fraud awarded to Antero | $ 280 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Reporting Segments | |||
Number of reportable segments | segment | 2 | ||
Revenues: | |||
Amortization of customer relationships | $ (70,672) | $ (70,672) | $ (70,672) |
Total revenue | 1,041,771 | 919,985 | 898,202 |
Operating expenses: | |||
Direct operating | 213,165 | 180,254 | 157,120 |
General and administrative | 71,068 | 62,125 | 63,838 |
Facility idling | 2,459 | 4,166 | 3,997 |
Depreciation | 136,059 | 131,762 | 108,790 |
Impairment of property and equipment | 146 | 3,702 | 5,042 |
Accretion of asset retirement obligations | 177 | 222 | 460 |
Loss on settlement of asset retirement obligations | 805 | 539 | |
Gain (loss) on asset sale | 6,030 | (2,251) | 3,628 |
Total operating expenses | 429,909 | 380,519 | 342,875 |
Operating income | 611,862 | 539,466 | 555,327 |
Equity in earnings of unconsolidated affiliates | 105,456 | 94,218 | 90,451 |
Additions to property and equipment, net | 183,733 | 298,924 | 232,825 |
Total assets | 5,737,618 | 5,791,320 | |
Antero | |||
Revenues: | |||
Total operating revenues | 1,111,029 | 988,035 | 968,358 |
Third party | |||
Revenues: | |||
Total operating revenues | 1,414 | 2,622 | 516 |
Gathering And Processing. | |||
Revenues: | |||
Amortization of customer relationships | $ (37,086) | (37,086) | (37,086) |
Water Handling | |||
Reporting Segments | |||
Number of independent fresh water systems | item | 2 | ||
Revenues: | |||
Amortization of customer relationships | $ (33,586) | (33,586) | (33,586) |
Operating Segments | Gathering And Processing. | |||
Revenues: | |||
Amortization of customer relationships | (37,086) | (37,086) | (37,086) |
Total revenue | 805,276 | 706,179 | 712,651 |
Operating expenses: | |||
Direct operating | 95,507 | 75,889 | 65,983 |
General and administrative | 45,845 | 38,972 | 36,380 |
Depreciation | 83,409 | 81,390 | 59,692 |
Impairment of property and equipment | 133 | 1,130 | 4,608 |
Gain (loss) on asset sale | 6,039 | (2,120) | 3,628 |
Total operating expenses | 230,933 | 195,261 | 170,291 |
Operating income | 574,343 | 510,918 | 542,360 |
Equity in earnings of unconsolidated affiliates | 105,456 | 94,218 | 90,451 |
Additions to property and equipment, net | 130,305 | 227,561 | 186,588 |
Total assets | 4,691,827 | 4,711,069 | |
Operating Segments | Gathering And Processing. | Antero | |||
Revenues: | |||
Total operating revenues | 842,362 | 743,265 | 749,737 |
Operating Segments | Water Handling | |||
Revenues: | |||
Amortization of customer relationships | (33,586) | (33,586) | (33,586) |
Total revenue | 236,495 | 213,806 | 185,551 |
Operating expenses: | |||
Direct operating | 117,658 | 104,365 | 91,137 |
General and administrative | 19,859 | 17,495 | 22,817 |
Facility idling | 2,459 | 4,166 | 3,997 |
Depreciation | 52,650 | 50,372 | 49,098 |
Impairment of property and equipment | 13 | 2,572 | 434 |
Accretion of asset retirement obligations | 177 | 222 | 460 |
Loss on settlement of asset retirement obligations | 805 | 539 | |
Gain (loss) on asset sale | (9) | (131) | |
Total operating expenses | 193,612 | 179,600 | 167,943 |
Operating income | 42,883 | 34,206 | 17,608 |
Additions to property and equipment, net | 53,428 | 71,363 | 46,237 |
Total assets | 1,045,725 | 1,079,297 | |
Operating Segments | Water Handling | Antero | |||
Revenues: | |||
Total operating revenues | 268,667 | 244,770 | 218,621 |
Operating Segments | Water Handling | Third party | |||
Revenues: | |||
Total operating revenues | 1,414 | 2,622 | 516 |
Unallocated | |||
Operating expenses: | |||
General and administrative | 5,364 | 5,658 | 4,641 |
Total operating expenses | 5,364 | 5,658 | 4,641 |
Operating income | (5,364) | (5,658) | $ (4,641) |
Total assets | $ 66 | $ 954 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |