Document and Entity Information
Document and Entity Information - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 19, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.01 | |
Trading Symbol | AM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 481,241 | |
Entity Central Index Key | 0001623925 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 26,088 | $ 66 |
Other current assets | 1,811 | 1,500 |
Total current assets | 133,688 | 91,128 |
Property and equipment, net | 3,788,559 | 3,793,523 |
Investments in unconsolidated affiliates | 619,220 | 626,650 |
Customer relationships | 1,197,763 | 1,215,431 |
Other assets, net | 10,011 | 10,886 |
Total assets | 5,749,241 | 5,737,618 |
Current liabilities: | ||
Accrued liabilities | 82,044 | 80,630 |
Other current liabilities | 876 | 831 |
Total current liabilities | 107,319 | 96,417 |
Long-term liabilities: | ||
Long-term debt | 3,174,873 | 3,213,216 |
Deferred income tax liability, net | 302,366 | 265,879 |
Other | 14,304 | 10,375 |
Total liabilities | 3,598,862 | 3,585,887 |
Stockholders' Equity: | ||
Preferred stock | ||
Common stock, $0.01 par value; 2,000,000 authorized; 479,713 and 480,328 issued and outstanding as of December 31, 2023 and March 31, 2024, respectively | 4,803 | 4,797 |
Additional paid-in capital | 2,041,650 | 2,046,487 |
Retained earnings | 103,926 | 100,447 |
Total stockholders' equity | 2,150,379 | 2,151,731 |
Total liabilities and stockholders' equity | 5,749,241 | 5,737,618 |
Affiliated Entity | ||
Current assets: | ||
Accounts receivable | 104,766 | 88,610 |
Current liabilities: | ||
Accounts payable | 11,445 | 4,457 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable | 1,023 | 952 |
Current liabilities: | ||
Accounts payable | 12,954 | 10,499 |
Series A Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 480,328,000 | 479,713,000 |
Common stock, shares outstanding | 480,328,000 | 479,713,000 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Amortization of customer relationships | $ (17,668) | $ (17,668) |
Total revenue | 279,051 | 259,475 |
Operating expenses: | ||
Direct operating | 53,918 | 57,873 |
General and administrative (including $6,327 and $9,327 of equity-based compensation in 2023 and 2024, respectively) | 21,221 | 17,347 |
Facility idling | 522 | 574 |
Depreciation | 37,095 | 35,196 |
Accretion of asset retirement obligations | 44 | 44 |
Loss on settlement of asset retirement obligations | 341 | |
Gain on asset sale | (245) | |
Total operating expenses | 112,800 | 111,130 |
Operating income | 166,251 | 148,345 |
Other income (expense): | ||
Interest expense, net | (53,308) | (54,624) |
Equity in earnings of unconsolidated affiliates | 27,530 | 24,456 |
Loss on early extinguishment of debt | (59) | |
Total other expense | (25,837) | (30,168) |
Income before income taxes | 140,414 | 118,177 |
Income tax expense | (36,488) | (31,670) |
Net income and comprehensive income | $ 103,926 | $ 86,507 |
Net income per share-basic (in dollars per share) | $ 0.22 | $ 0.18 |
Net income per share-diluted (in dollars per share) | $ 0.21 | $ 0.18 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 479,897 | 478,612 |
Diluted (in shares) | 484,303 | 481,459 |
Natural Gas, Gathering, Transportation, Marketing and Processing - Affiliate | ||
Revenue: | ||
Total operating revenues | $ 227,593 | $ 199,576 |
Natural Gas Water Handling and Treatment - Affiliate | ||
Revenue: | ||
Total operating revenues | 68,455 | 77,295 |
Natural Gas Water Handling and Treatment | ||
Revenue: | ||
Total operating revenues | $ 671 | $ 272 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Operations and Comprehensive Income | ||
Equity-based compensation | $ 9,327 | $ 6,327 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 4,785 | $ 2,104,740 | $ 82,793 | $ 2,192,318 |
Balance (shares) at Dec. 31, 2022 | 478,497 | |||
Dividends to stockholders | (25,709) | (82,793) | (108,502) | |
Equity-based compensation | 6,327 | 6,327 | ||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | $ 1 | (1,167) | (1,166) | |
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes (in shares) | 148 | |||
Net income and comprehensive income | 86,507 | 86,507 | ||
Balance at Mar. 31, 2023 | $ 4,786 | 2,084,191 | 86,507 | 2,175,484 |
Balance (shares) at Mar. 31, 2023 | 478,645 | |||
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 | ||
Dividends to stockholders | (8,542) | (100,447) | $ (108,989) | |
Equity-based compensation | 9,327 | 9,327 | ||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | $ 6 | (5,622) | (5,616) | |
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes (in shares) | 615 | |||
Net income and comprehensive income | 103,926 | 103,926 | ||
Balance at Mar. 31, 2024 | $ 4,803 | $ 2,041,650 | $ 103,926 | $ 2,150,379 |
Balance (shares) at Mar. 31, 2024 | 480,328 | 480,328 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows provided by (used in) operating activities: | ||
Net income | $ 103,926 | $ 86,507 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 37,095 | 35,196 |
Accretion of asset retirement obligations | 44 | 44 |
Deferred income tax expense | 36,488 | 31,670 |
Equity-based compensation | 9,327 | 6,327 |
Equity in earnings of unconsolidated affiliates | (27,530) | (24,456) |
Distributions from unconsolidated affiliates | 34,960 | 34,105 |
Amortization of customer relationships | 17,668 | 17,668 |
Amortization of deferred financing costs | 1,655 | 1,474 |
Settlement of asset retirement obligations | (164) | (158) |
Loss on settlement of asset retirement obligations | 341 | |
Gain on asset sale | (245) | |
Loss on early extinguishment of debt | 59 | |
Changes in assets and liabilities: | ||
Accounts receivable-Antero Resources | (16,156) | (9,207) |
Accounts receivable-third party | 103 | 431 |
Other current assets | (189) | (520) |
Accounts payable-Antero Resources | 716 | (660) |
Accounts payable-third party | 2,346 | 2,061 |
Accrued liabilities | 10,213 | 2,141 |
Net cash provided by operating activities | 210,561 | 182,719 |
Cash flows provided by (used in) investing activities: | ||
Acquisition of gathering systems and facilities | (2,048) | (263) |
Cash received in asset sale | 1,071 | |
Change in other assets | (2) | (2) |
Net cash used in investing activities | (37,123) | (42,151) |
Cash flows provided by (used in) financing activities: | ||
Dividends to common stockholders | (107,918) | (108,364) |
Dividends to preferred stockholders | (138) | (138) |
Issuance of Senior Notes | 600,000 | |
Redemption of Senior Notes | (2,147) | |
Payments of deferred financing costs | (7,082) | |
Borrowings on Credit Facility | 245,100 | 248,000 |
Repayments on Credit Facility | (875,200) | (278,900) |
Employee tax withholding for settlement of equity compensation awards | (31) | (1,166) |
Net cash used in financing activities | (147,416) | (140,568) |
Net increase in cash and cash equivalents | 26,022 | |
Cash and cash equivalents, beginning of period | 66 | |
Cash and cash equivalents, end of period | 26,088 | |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 42,067 | 50,340 |
Decrease in accrued capital expenditures and accounts payable for property and equipment | (5,301) | (9,354) |
Gathering systems and facilities | ||
Cash flows provided by (used in) investing activities: | ||
Additions | (27,723) | (29,197) |
Water handling systems | ||
Cash flows provided by (used in) investing activities: | ||
Additions | $ (7,350) | $ (13,760) |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2023 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position, and accounting policies. The Company’s December 31, 2023 consolidated financial statements were included in the Company’s 2023 Annual Report on Form 10-K, which was filed with the SEC. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, these unaudited condensed 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, 2023 and March 31, 2024, and the results of operations and cash flows for the three months ended March 31, 2023 and 2024. The Company has no items of other comprehensive income or loss; 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 unaudited condensed consolidated financial statements. These costs include general and administrative expenses provided to the Company by Antero Resources in exchange for: ● business services, such as payroll, accounts payable and facilities management; ● corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory policy; and ● employee compensation, including equity-based compensation. Transactions between the Company and Antero Resources have been identified in the unaudited condensed consolidated financial statements (see Note 4—Transactions with Affiliates). (b) Principles of Consolidation The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements. (c) Recently Issued Accounting Standards Reportable Segments In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 financial statements and its plans for adoption, including the adoption date. Income Taxes 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 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact that ASU 2023-09 will have on the financial statements and its plans for adoption, including the adoption date and transition method . |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024. (Unaudited) December 31, March 31, (in thousands) 2023 2024 Gross carrying value of customer relationships $ 1,555,000 1,555,000 Accumulated amortization of customer relationships (339,569) (357,237) Customer relationships $ 1,215,431 1,197,763 Future amortization expense as of March 31, 2024 is as follows (in thousands): Remainder of year ending December 31, 2024 $ 53,004 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 $ 1,197,763 |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Mar. 31, 2024 | |
Transactions with Affiliates | |
Transactions with Affiliates | (4) Transactions with Affiliates (a) Revenues Substantially all revenues earned in the three months ended March 31, 2023 and 2024 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 31, 2023 and 2024, 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. General and administrative expense includes costs charged to the Company by Antero Resources of 31, 2023 and 2024. 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. 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. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
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 currently earns 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 second amended and restated gathering and compression agreement dated December 8, 2019 (the “2019 gathering and compression agreement”), (ii) a gathering and compression agreement acquired with the Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) assets (the “Marcellus gathering and compression agreement”) and (iii) a compression agreement acquired with the EnLink Midstream LLC (NYSE: ENLC) (“EnLink”) assets (the “Utica compression agreement,” and together with the 2019 gathering and compression agreement and the Marcellus gathering and compression agreement, the “gathering and compression agreements”). The 2019 gathering and compression agreement and Marcellus gathering and compression agreement have initial terms through 2038 and 2031, respectively, and the Utica compression agreement has dedicated areas that expire in 2024 and 2030. Upon expiration of the Marcellus gathering and compression 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 notice from either the Company or Antero Resources to the other party on or before the The 2019 gathering and compression agreement included a growth incentive fee program whereby low pressure gathering fees were reduced from 2020 through 2023 to the extent Antero Resources achieved certain quarterly volumetric targets during such time. Antero Resources’ throughput gathered under the Marcellus gathering and compression agreement was not considered in low pressure gathering volume targets. For the three months ended March 31, 2023, Antero Resources earned a rebate of $12 million from the Company by achieving the first level volumetric target during the first quarter of 2023. 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 Consumer Price Index (“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 include 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 March 31, 2024 are as follows (in thousands): Remainder of year ending December 31, 2024 $ 234,951 Year ending December 31, 2025 311,969 Year ending December 31, 2026 297,928 Year ending December 31, 2027 236,768 Year ending December 31, 2028 168,465 Thereafter 276,219 Total $ 1,526,300 (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 notice from either the Company or Antero Resources to the other party on or before the th day prior to the anniversary of such agreement. 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, Antero Resources reimburses the Company’s third-party out-of-pocket costs plus . 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. For additional information on reportable segments, see Note 15—Reportable Segments. Three Months Ended March 31, (in thousands) 2023 2024 Reportable Segment Type of service Gathering—low pressure $ 99,637 106,736 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) — Gathering and Processing (1) Compression 58,390 62,584 Gathering and Processing (1) Gathering—high pressure 53,549 58,273 Gathering and Processing (1) Fresh water delivery 46,826 44,146 Water Handling Other fluid handling 30,741 24,980 Water Handling Amortization of customer relationships (9,271) (9,271) Gathering and Processing Amortization of customer relationships (8,397) (8,397) Water Handling Total $ 259,475 279,051 Type of contract Per Unit Fixed Fee $ 211,576 227,593 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) — Gathering and Processing (1) Per Unit Fixed Fee 47,099 44,817 Water Handling Cost plus 3% 24,445 17,410 Water Handling Cost of service fee 6,023 6,899 Water Handling Amortization of customer relationships (9,271) (9,271) Gathering and Processing Amortization of customer relationships (8,397) (8,397) Water Handling Total $ 259,475 279,051 (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, 2023 and March 31, 2024, were $89 million and $105 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 currently earns 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 second amended and restated gathering and compression agreement dated December 8, 2019 (the “2019 gathering and compression agreement”), (ii) a gathering and compression agreement acquired with the Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) assets (the “Marcellus gathering and compression agreement”) and (iii) a compression agreement acquired with the EnLink Midstream LLC (NYSE: ENLC) (“EnLink”) assets (the “Utica compression agreement,” and together with the 2019 gathering and compression agreement and the Marcellus gathering and compression agreement, the “gathering and compression agreements”). The 2019 gathering and compression agreement and Marcellus gathering and compression agreement have initial terms through 2038 and 2031, respectively, and the Utica compression agreement has dedicated areas that expire in 2024 and 2030. Upon expiration of the Marcellus gathering and compression 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 notice from either the Company or Antero Resources to the other party on or before the The 2019 gathering and compression agreement included a growth incentive fee program whereby low pressure gathering fees were reduced from 2020 through 2023 to the extent Antero Resources achieved certain quarterly volumetric targets during such time. Antero Resources’ throughput gathered under the Marcellus gathering and compression agreement was not considered in low pressure gathering volume targets. For the three months ended March 31, 2023, Antero Resources earned a rebate of $12 million from the Company by achieving the first level volumetric target during the first quarter of 2023. 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 Consumer Price Index (“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 include 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 March 31, 2024 are as follows (in thousands): Remainder of year ending December 31, 2024 $ 234,951 Year ending December 31, 2025 311,969 Year ending December 31, 2026 297,928 Year ending December 31, 2027 236,768 Year ending December 31, 2028 168,465 Thereafter 276,219 Total $ 1,526,300 (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 notice from either the Company or Antero Resources to the other party on or before the th day prior to the anniversary of such agreement. 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, Antero Resources reimburses the Company’s third-party out-of-pocket costs plus . 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. For additional information on reportable segments, see Note 15—Reportable Segments. Three Months Ended March 31, (in thousands) 2023 2024 Reportable Segment Type of service Gathering—low pressure $ 99,637 106,736 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) — Gathering and Processing (1) Compression 58,390 62,584 Gathering and Processing (1) Gathering—high pressure 53,549 58,273 Gathering and Processing (1) Fresh water delivery 46,826 44,146 Water Handling Other fluid handling 30,741 24,980 Water Handling Amortization of customer relationships (9,271) (9,271) Gathering and Processing Amortization of customer relationships (8,397) (8,397) Water Handling Total $ 259,475 279,051 Type of contract Per Unit Fixed Fee $ 211,576 227,593 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) — Gathering and Processing (1) Per Unit Fixed Fee 47,099 44,817 Water Handling Cost plus 3% 24,445 17,410 Water Handling Cost of service fee 6,023 6,899 Water Handling Amortization of customer relationships (9,271) (9,271) Gathering and Processing Amortization of customer relationships (8,397) (8,397) Water Handling Total $ 259,475 279,051 (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, 2023 and March 31, 2024, were $89 million and $105 million, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Property and Equipment | (6) Property and Equipment (a) Summary of Property and Equipment Property and equipment, net consisted of the following items: (Unaudited) Estimated December 31, March 31, (in thousands) Useful Lives 2023 2024 Land n/a $ 31,668 31,739 Gathering systems and facilities 40-50 years (1) 3,345,845 3,440,338 Permanent buried pipelines and equipment 7-20 years 646,469 648,646 Surface pipelines and equipment 1-7 years 90,871 98,032 Heavy trucks and equipment 3-5 years 5,157 5,157 Above ground storage tanks 5-10 years 5,130 5,131 Other assets 3-20 years 8,110 8,111 Construction-in-progress n/a 192,852 121,079 Total property and equipment 4,326,102 4,358,233 Less accumulated depreciation (532,579) (569,674) Property and equipment, net $ 3,793,523 3,788,559 (1) Gathering systems and facilities are recognized as a single-leased asset with no residual value. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt. | |
Long-Term Debt | (7) Long-Term Debt Long-term debt consisted of the following items: (Unaudited) December 31, March 31, (in thousands) 2023 2024 Credit Facility (a) $ 630,100 — 7.875% senior notes due 2026 (b) 550,000 547,900 5.75% senior notes due 2027 (c) 650,000 650,000 5.75% senior notes due 2028 (d) 650,000 650,000 5.375% senior notes due 2029 (e) 750,000 750,000 6.625% senior notes due 2032 (f) — 600,000 Total principal 3,230,100 3,197,900 Unamortized debt premiums 1,291 1,189 Unamortized debt issuance costs (18,175) (24,216) Total long-term debt $ 3,213,216 3,174,873 (a) Credit Facility Antero Midstream Partners LP (“Antero Midstream Partners”), an indirect, wholly owned subsidiary of Antero Midstream Corporation, as borrower (the “Borrower”), has a senior secured revolving credit facility (the “Credit Facility”) with a consortium of banks. Lender commitments under the Credit Facility were 31, 2024. 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 March 31, 2024, 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, 2023 and March 31, 2024. The Credit Facility provides for borrowing under either the Adjusted Term Secured Overnight Financing Rate (“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 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. 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, 2023, the Borrower had outstanding borrowings under the Credit Facility of $630 million with a weighted average interest rate of 7.08 %. As of March 31, 2024, the Borrower had no outstanding borrowings under the Credit Facility. (b) 7.875% Senior Notes Due 2026 On November 10, 2020, Antero Midstream Partners and its wholly owned subsidiary, Antero Midstream Finance Corp (“Finance Corp,” and together with Antero Midstream Partners, the “Issuers”) issued $550 million in aggregate principal amount of 7.875% senior notes due May 15, 2026 (the “2026 Notes”) at par. The Company repurchased million principal amount of the 2026 Notes remained outstanding. 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 15, 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 (c) 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 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 (d) 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 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 (e) 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 (f) 6.625% Senior Notes Due 2032 On January 16, 2024, the Issuers issued $600 million in aggregate principal amount of 6.625% senior notes due February 1, 2032 (the “2032 Notes”) at par. The 2032 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2032 Notes 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 (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, 2029 Notes and 2032 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 (i) 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, (ii) 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 (iii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the applicable Senior Notes. During the three months ended March 31, 2023 and 2024, all of the Company’s assets and operations are attributable to the Issuers and its guarantors. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities | |
Accrued Liabilities | (8) Accrued Liabilities Accrued liabilities consisted of the following items: (Unaudited) December 31, March 31, (in thousands) 2023 2024 Capital expenditures $ 22,195 17,133 Operating expenses 12,060 11,689 Interest expense 37,565 47,152 Ad valorem taxes 6,521 3,144 Other 2,289 2,926 Total accrued liabilities $ 80,630 82,044 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Equity-Based Compensation | |
Equity-Based Compensation | (9) Equity-Based Compensation (a) Summary of Equity-Based Compensation The Company’s equity-based compensation includes 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. 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 March 31, 2024, a total of The Company’s equity-based compensation expense, by type of award, is as follows: Three Months Ended March 31, (in thousands) 2023 2024 Restricted stock units $ 5,061 7,127 Performance share units 1,061 1,951 Equity awards issued to directors 205 249 Total expense $ 6,327 9,327 (b) Restricted Stock Unit Awards A summary of the RSU awards activity is as follows: Weighted Average Number Grant Date of Units Fair Value Total AM LTIP RSUs awarded and unvested—December 31, 2023 5,877,170 $ 10.28 Granted 2,459,643 13.44 Vested (1,011,669) 10.59 Forfeited (3,094) 10.56 Total AM LTIP RSUs awarded and unvested—March 31, 2024 7,322,050 $ 11.30 As of March 31, 2024, unamortized equity-based compensation expense of $67 million related to the unvested RSUs is expected to be recognized over a weighted average period of 2.2 years. (c) Performance Share Unit Awards 2024 Performance Share Unit Awards In March 2024, the Company granted performance share unit awards (“PSUs”) to certain of its 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 concluding on December 31, 2026 as compared to a targeted ROIC (“2024 ROIC PSUs”). The number of shares of the Company’s common stock that can be earned with respect to the 2024 ROIC PSUs ranges from of the target number of 2024 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 2024 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 2024 ROIC PSU awards was probable as of March 31, 2024. Summary Information for Performance Share Unit Awards 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, 2023 952,101 $ 10.90 Granted 350,237 13.44 Total AM LTIP PSUs awarded and unvested—March 31, 2024 1,302,338 $ 11.59 As of March 31, 2024, unamortized equity-based compensation expense of $20 million related to the unvested PSUs is expected to be recognized over a weighted average period of 2.2 years. |
Cash Dividends
Cash Dividends | 3 Months Ended |
Mar. 31, 2024 | |
Cash Dividends | |
Cash Dividends | (10) 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 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 Q4 2023 January 24, 2024 February 7, 2024 $ 107,918 $ 0.2250 * February 14, 2024 February 14, 2024 138 * Total 2024 $ 108,056 * Dividends are paid in accordance with the terms of the Series A Preferred Stock (as defined below) as discussed in Note 11—Equity and Net Income Per Common Share. On April 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 March 31, 2024. The dividend is payable on May 8, 2024 to stockholders of record as of April 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 is payable on May 15, 2024 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 11—Equity and Net Income Per Common Share. As of March 31, 2024, there were dividends in the amount of $ |
Equity and Net Income Per Commo
Equity and Net Income Per Common Share | 3 Months Ended |
Mar. 31, 2024 | |
Equity and Net Income Per Common Share | |
Equity and Net Income Per Common Share | (11) 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: Three Months Ended March 31, (in thousands) 2023 2024 Basic weighted average number of common shares outstanding 478,612 479,897 Add: Dilutive effect of RSUs 1,687 2,666 Add: Dilutive effect of PSUs 207 1,029 Add: Dilutive effect of Series A Preferred Stock 953 711 Diluted weighted average number of common shares outstanding 481,459 484,303 Weighted average number of outstanding equity awards excluded from calculation of net income per common share—diluted (1): RSUs 872 — PSUs 285 — (1) The potential dilutive effects of these awards were excluded from the computation of net income per 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. Three Months Ended March 31, (in thousands, except per share amounts) 2023 2024 Net income $ 86,507 103,926 Less preferred stock dividends (138) (138) Net income available to common shareholders $ 86,369 103,788 Net income per common share–basic $ 0.18 0.22 Net income per common share–diluted $ 0.18 0.21 Weighted average common shares outstanding–basic 478,612 479,897 Weighted average common shares outstanding–diluted 481,459 484,303 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurement | |
Fair Value Measurement | (12) Fair Value Measurement (a) Senior Unsecured Notes The fair value and carrying value of the Company’s Senior Notes is as follows: (Unaudited) December 31, 2023 March 31, 2024 (in thousands) Fair Value (1) Carrying Value (2) Fair Value (1) Carrying Value (2) 2026 Notes $ 565,785 546,631 557,488 544,863 2027 Notes 642,655 647,313 640,250 647,499 2028 Notes 641,030 645,702 637,780 645,944 2029 Notes 720,000 743,470 719,025 743,728 2032 Notes — — 600,600 592,839 Total $ 2,569,470 2,583,116 3,155,143 3,174,873 (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, 2023 and March 31, 2024 approximated fair value because of their short-term nature. The carrying value of the amounts under the Credit Facility as of December 31, 2023 approximated fair value because the variable interest rates are reflective of current market conditions. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2024 | |
Investments in Unconsolidated Affiliates | |
Investments in Unconsolidated Affiliates | (13) Investments in Unconsolidated Affiliates The Company has a 50% equity interest in the joint venture to develop processing and fractionation assets with MarkWest Energy Partners, L.P. (“MarkWest”), a wholly owned subsidiary of MPLX, LP (the “Joint Venture”). 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 Gas Gathering LLC (“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 unaudited condensed consolidated statements of operations and comprehensive income and the carrying value of that investment on its condensed consolidated 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 unaudited condensed consolidated balance sheet and are classified as cash inflows from operating activities in accordance with the nature of the distribution approach under Financial Accounting Standards Board Accounting Standard Codification 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, 2023 $ 508,821 117,829 626,650 Equity in earnings of unconsolidated affiliates (1) 25,140 2,390 27,530 Distributions from unconsolidated affiliates (31,015) (3,945) (34,960) Balance as of March 31, 2024 $ 502,946 116,274 619,220 (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 the Joint Venture and Stonewall as of March 12, 2019. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Contingencies | |
Contingencies | (14) 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 LLC (“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 $309 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 $280 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 | 3 Months Ended |
Mar. 31, 2024 | |
Reportable Segments | |
Reportable Segments | (15) Reportable Segments (a) Summary of 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. 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: Three Months Ended March 31, 2023 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 199,576 77,295 — 276,871 Revenue–third-party — 272 — 272 Amortization of customer relationships (9,271) (8,397) — (17,668) Total revenues 190,305 69,170 — 259,475 Operating expenses: Direct operating 24,118 33,755 — 57,873 General and administrative 10,180 6,208 959 17,347 Facility idling — 574 — 574 Depreciation 22,063 13,133 — 35,196 Accretion of asset retirement obligations — 44 — 44 Loss on settlement of asset retirement obligations — 341 — 341 Gain on asset sale (242) (3) — (245) Total operating expenses 56,119 54,052 959 111,130 Operating income $ 134,186 15,118 (959) 148,345 Equity in earnings of unconsolidated affiliates $ 24,456 — — 24,456 Additions to property and equipment $ 29,197 13,760 — 42,957 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. Three Months Ended March 31, 2024 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 227,593 68,455 — 296,048 Revenue–third-party — 671 — 671 Amortization of customer relationships (9,271) (8,397) — (17,668) Total revenues 218,322 60,729 — 279,051 Operating expenses: Direct operating 26,143 27,775 — 53,918 General and administrative 14,733 5,226 1,262 21,221 Facility idling — 522 — 522 Depreciation 23,421 13,674 — 37,095 Accretion of asset retirement obligations — 44 — 44 Total operating expenses 64,297 47,241 1,262 112,800 Operating income $ 154,025 13,488 (1,262) 166,251 Equity in earnings of unconsolidated affiliates $ 27,530 — — 27,530 Additions to property and equipment $ 27,723 7,350 — 35,073 (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: (Unaudited) December 31, March 31, (in thousands) 2023 2024 Gathering and Processing $ 4,691,827 4,718,671 Water Handling 1,045,725 1,030,097 Unallocated (1) 66 473 Total assets $ 5,737,618 5,749,241 (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) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2023 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position, and accounting policies. The Company’s December 31, 2023 consolidated financial statements were included in the Company’s 2023 Annual Report on Form 10-K, which was filed with the SEC. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, these unaudited condensed 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, 2023 and March 31, 2024, and the results of operations and cash flows for the three months ended March 31, 2023 and 2024. The Company has no items of other comprehensive income or loss; 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 unaudited condensed consolidated financial statements. These costs include general and administrative expenses provided to the Company by Antero Resources in exchange for: ● business services, such as payroll, accounts payable and facilities management; ● corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory policy; and ● employee compensation, including equity-based compensation. Transactions between the Company and Antero Resources have been identified in the unaudited condensed consolidated financial statements (see Note 4—Transactions with Affiliates). |
Principles of Consolidation | (b) Principles of Consolidation The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements. |
Recently Issued Accounting Standards | (c) Recently Issued Accounting Standards Reportable Segments In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 financial statements and its plans for adoption, including the adoption date. Income Taxes 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 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact that ASU 2023-09 will have on the financial statements and its plans for adoption, including the adoption date and transition method . |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangibles | |
Schedule of changes in carrying amount of customer relationships | (Unaudited) December 31, March 31, (in thousands) 2023 2024 Gross carrying value of customer relationships $ 1,555,000 1,555,000 Accumulated amortization of customer relationships (339,569) (357,237) Customer relationships $ 1,215,431 1,197,763 |
Schedule of future amortization expense | Future amortization expense as of March 31, 2024 is as follows (in thousands): Remainder of year ending December 31, 2024 $ 53,004 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 $ 1,197,763 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Schedule of minimum future lease cash flows to be received by the Company under the gathering and compression agreements | Minimum future lease cash flows to be received by the Company under the gathering and compression agreements as of March 31, 2024 are as follows (in thousands): Remainder of year ending December 31, 2024 $ 234,951 Year ending December 31, 2025 311,969 Year ending December 31, 2026 297,928 Year ending December 31, 2027 236,768 Year ending December 31, 2028 168,465 Thereafter 276,219 Total $ 1,526,300 |
Schedule of disaggregation of revenue | Three Months Ended March 31, (in thousands) 2023 2024 Reportable Segment Type of service Gathering—low pressure $ 99,637 106,736 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) — Gathering and Processing (1) Compression 58,390 62,584 Gathering and Processing (1) Gathering—high pressure 53,549 58,273 Gathering and Processing (1) Fresh water delivery 46,826 44,146 Water Handling Other fluid handling 30,741 24,980 Water Handling Amortization of customer relationships (9,271) (9,271) Gathering and Processing Amortization of customer relationships (8,397) (8,397) Water Handling Total $ 259,475 279,051 Type of contract Per Unit Fixed Fee $ 211,576 227,593 Gathering and Processing (1) Gathering—low pressure fee rebate (12,000) — Gathering and Processing (1) Per Unit Fixed Fee 47,099 44,817 Water Handling Cost plus 3% 24,445 17,410 Water Handling Cost of service fee 6,023 6,899 Water Handling Amortization of customer relationships (9,271) (9,271) Gathering and Processing Amortization of customer relationships (8,397) (8,397) Water Handling Total $ 259,475 279,051 (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) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Schedule of property and equipment, net | (Unaudited) Estimated December 31, March 31, (in thousands) Useful Lives 2023 2024 Land n/a $ 31,668 31,739 Gathering systems and facilities 40-50 years (1) 3,345,845 3,440,338 Permanent buried pipelines and equipment 7-20 years 646,469 648,646 Surface pipelines and equipment 1-7 years 90,871 98,032 Heavy trucks and equipment 3-5 years 5,157 5,157 Above ground storage tanks 5-10 years 5,130 5,131 Other assets 3-20 years 8,110 8,111 Construction-in-progress n/a 192,852 121,079 Total property and equipment 4,326,102 4,358,233 Less accumulated depreciation (532,579) (569,674) Property and equipment, net $ 3,793,523 3,788,559 (1) Gathering systems and facilities are recognized as a single-leased asset with no residual value. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt. | |
Schedule of long-term debt | (Unaudited) December 31, March 31, (in thousands) 2023 2024 Credit Facility (a) $ 630,100 — 7.875% senior notes due 2026 (b) 550,000 547,900 5.75% senior notes due 2027 (c) 650,000 650,000 5.75% senior notes due 2028 (d) 650,000 650,000 5.375% senior notes due 2029 (e) 750,000 750,000 6.625% senior notes due 2032 (f) — 600,000 Total principal 3,230,100 3,197,900 Unamortized debt premiums 1,291 1,189 Unamortized debt issuance costs (18,175) (24,216) Total long-term debt $ 3,213,216 3,174,873 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following items: (Unaudited) December 31, March 31, (in thousands) 2023 2024 Capital expenditures $ 22,195 17,133 Operating expenses 12,060 11,689 Interest expense 37,565 47,152 Ad valorem taxes 6,521 3,144 Other 2,289 2,926 Total accrued liabilities $ 80,630 82,044 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of equity based compensation by type of award | Three Months Ended March 31, (in thousands) 2023 2024 Restricted stock units $ 5,061 7,127 Performance share units 1,061 1,951 Equity awards issued to directors 205 249 Total expense $ 6,327 9,327 |
Summary of RSU awards activity | Weighted Average Number Grant Date of Units Fair Value Total AM LTIP RSUs awarded and unvested—December 31, 2023 5,877,170 $ 10.28 Granted 2,459,643 13.44 Vested (1,011,669) 10.59 Forfeited (3,094) 10.56 Total AM LTIP RSUs awarded and unvested—March 31, 2024 7,322,050 $ 11.30 |
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, 2023 952,101 $ 10.90 Granted 350,237 13.44 Total AM LTIP PSUs awarded and unvested—March 31, 2024 1,302,338 $ 11.59 |
Cash Dividends (Tables)
Cash Dividends (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 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 Q4 2023 January 24, 2024 February 7, 2024 $ 107,918 $ 0.2250 * February 14, 2024 February 14, 2024 138 * Total 2024 $ 108,056 * Dividends are paid in accordance with the terms of the Series A Preferred Stock (as defined below) as discussed in Note 11—Equity and Net Income Per Common Share. |
Equity and Net Income Per Com_2
Equity and Net Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity and Net Income Per Common Share | |
Schedule of weighted average shares outstanding | Three Months Ended March 31, (in thousands) 2023 2024 Basic weighted average number of common shares outstanding 478,612 479,897 Add: Dilutive effect of RSUs 1,687 2,666 Add: Dilutive effect of PSUs 207 1,029 Add: Dilutive effect of Series A Preferred Stock 953 711 Diluted weighted average number of common shares outstanding 481,459 484,303 Weighted average number of outstanding equity awards excluded from calculation of net income per common share—diluted (1): RSUs 872 — PSUs 285 — (1) The potential dilutive effects of these awards were excluded from the computation of net income per share—diluted because the inclusion of these awards would have been anti-dilutive. |
Schedule of net income per share | Three Months Ended March 31, (in thousands, except per share amounts) 2023 2024 Net income $ 86,507 103,926 Less preferred stock dividends (138) (138) Net income available to common shareholders $ 86,369 103,788 Net income per common share–basic $ 0.18 0.22 Net income per common share–diluted $ 0.18 0.21 Weighted average common shares outstanding–basic 478,612 479,897 Weighted average common shares outstanding–diluted 481,459 484,303 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurement | |
Schedule of fair value and carrying value of Senior Notes | (Unaudited) December 31, 2023 March 31, 2024 (in thousands) Fair Value (1) Carrying Value (2) Fair Value (1) Carrying Value (2) 2026 Notes $ 565,785 546,631 557,488 544,863 2027 Notes 642,655 647,313 640,250 647,499 2028 Notes 641,030 645,702 637,780 645,944 2029 Notes 720,000 743,470 719,025 743,728 2032 Notes — — 600,600 592,839 Total $ 2,569,470 2,583,116 3,155,143 3,174,873 (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) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 $ 508,821 117,829 626,650 Equity in earnings of unconsolidated affiliates (1) 25,140 2,390 27,530 Distributions from unconsolidated affiliates (31,015) (3,945) (34,960) Balance as of March 31, 2024 $ 502,946 116,274 619,220 (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 the Joint Venture and Stonewall as of March 12, 2019. |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Reportable Segments | |
Schedule of operating results and assets of the Company's reportable segments | The summarized operating results of the Company’s reportable segments are as follows: Three Months Ended March 31, 2023 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 199,576 77,295 — 276,871 Revenue–third-party — 272 — 272 Amortization of customer relationships (9,271) (8,397) — (17,668) Total revenues 190,305 69,170 — 259,475 Operating expenses: Direct operating 24,118 33,755 — 57,873 General and administrative 10,180 6,208 959 17,347 Facility idling — 574 — 574 Depreciation 22,063 13,133 — 35,196 Accretion of asset retirement obligations — 44 — 44 Loss on settlement of asset retirement obligations — 341 — 341 Gain on asset sale (242) (3) — (245) Total operating expenses 56,119 54,052 959 111,130 Operating income $ 134,186 15,118 (959) 148,345 Equity in earnings of unconsolidated affiliates $ 24,456 — — 24,456 Additions to property and equipment $ 29,197 13,760 — 42,957 (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. Three Months Ended March 31, 2024 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 227,593 68,455 — 296,048 Revenue–third-party — 671 — 671 Amortization of customer relationships (9,271) (8,397) — (17,668) Total revenues 218,322 60,729 — 279,051 Operating expenses: Direct operating 26,143 27,775 — 53,918 General and administrative 14,733 5,226 1,262 21,221 Facility idling — 522 — 522 Depreciation 23,421 13,674 — 37,095 Accretion of asset retirement obligations — 44 — 44 Total operating expenses 64,297 47,241 1,262 112,800 Operating income $ 154,025 13,488 (1,262) 166,251 Equity in earnings of unconsolidated affiliates $ 27,530 — — 27,530 Additions to property and equipment $ 27,723 7,350 — 35,073 (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: (Unaudited) December 31, March 31, (in thousands) 2023 2024 Gathering and Processing $ 4,691,827 4,718,671 Water Handling 1,045,725 1,030,097 Unallocated (1) 66 473 Total assets $ 5,737,618 5,749,241 (1) Certain assets that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis . |
Intangibles - Customer Relation
Intangibles - Customer Relationships (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite lived intangible assets rollforward | ||
Gross carrying value | $ 1,555,000 | $ 1,555,000 |
Accumulated amortization | (357,237) | (339,569) |
Customer relationships | $ 1,197,763 | $ 1,215,431 |
Customer relationships | Weighted Average | ||
Finite lived intangible assets | ||
Amortization period | 18 years |
Intangibles - Future amortizati
Intangibles - Future amortization expense (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Future amortization expense | ||
Remainder of year ending December 31, 2024 | $ 53,004 | |
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 | $ 1,197,763 | $ 1,215,431 |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Allocation of costs | ||
Direct labor expenses | $ 5 | $ 4 |
General and administrative expense | $ 8 | $ 8 |
Revenue (Details)
Revenue (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 area | Mar. 31, 2023 USD ($) | |
Gathering And Compression Agreement | ||
Agreements | ||
Notice period | 180 days | |
Rebate issued | $ | $ 12 | |
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 | Mar. 31, 2024 | |
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 | ||
Remainder of year ending December 31, 2024 | $ 234,951 | |
Year ending December 31, 2025 | 311,969 | |
Year ending December 31, 2026 | 297,928 | |
Year ending December 31, 2027 | 236,768 | |
Year ending December 31, 2028 | 168,465 | |
Thereafter | 276,219 | |
Total | $ 1,526,300 | |
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 | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue | ||
Original expected duration | true | |
Receivables from contracts with customers and operating leases | $ 105 | $ 89 |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue | ||
Amortization of customer relationships | $ (17,668) | $ (17,668) |
Total revenue | 279,051 | 259,475 |
Gathering And Processing. | ||
Disaggregation of Revenue | ||
Amortization of customer relationships | (9,271) | (9,271) |
Water Handling. | ||
Disaggregation of Revenue | ||
Amortization of customer relationships | (8,397) | (8,397) |
Fixed Fee | Gathering And Processing. | ||
Disaggregation of Revenue | ||
Total operating revenues | 227,593 | 211,576 |
Fixed Fee | Water Handling. | ||
Disaggregation of Revenue | ||
Total operating revenues | 44,817 | 47,099 |
Cost plus 3% | Water Handling. | ||
Disaggregation of Revenue | ||
Total operating revenues | $ 17,410 | $ 24,445 |
Third party out of pocket costs reimbursement markup (as a percent) | 3% | 3% |
Cost of service fee | Water Handling. | ||
Disaggregation of Revenue | ||
Total operating revenues | $ 6,899 | $ 6,023 |
Gathering-low pressure | Gathering And Processing. | ||
Disaggregation of Revenue | ||
Total operating revenues | 106,736 | 99,637 |
Gathering-low pressure fee rebate | Gathering And Processing. | ||
Disaggregation of Revenue | ||
Total operating revenues | (12,000) | |
Gathering-low pressure fee rebate | Gathering And Processing. | ||
Disaggregation of Revenue | ||
Total operating revenues | (12,000) | |
Gathering-high pressure | Gathering And Processing. | ||
Disaggregation of Revenue | ||
Total operating revenues | 58,273 | 53,549 |
Compression | Gathering And Processing. | ||
Disaggregation of Revenue | ||
Total operating revenues | 62,584 | 58,390 |
Fresh water delivery | Water Handling. | ||
Disaggregation of Revenue | ||
Total operating revenues | 44,146 | 46,826 |
Other fluid handling | Water Handling. | ||
Disaggregation of Revenue | ||
Total operating revenues | $ 24,980 | $ 30,741 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property and Equipment | ||
Total property and equipment | $ 4,358,233 | $ 4,326,102 |
Less accumulated depreciation | (569,674) | (532,579) |
Property and equipment, net | 3,788,559 | 3,793,523 |
Land. | ||
Property and Equipment | ||
Total property and equipment | 31,739 | 31,668 |
Gathering systems and facilities | ||
Property and Equipment | ||
Total property and equipment | 3,440,338 | 3,345,845 |
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 | $ 648,646 | $ 646,469 |
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 | $ 98,032 | $ 90,871 |
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 | $ 5,131 | $ 5,130 |
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 | $ 8,111 | $ 8,110 |
Other assets | Minimum | ||
Property and Equipment | ||
Estimated useful lives | 3 years | 3 years |
Other assets | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 20 years | 20 years |
Construction-in-progress | ||
Property and Equipment | ||
Total property and equipment | $ 121,079 | $ 192,852 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||||
Jan. 16, 2024 | Jun. 08, 2021 | Nov. 10, 2020 | Jun. 28, 2019 | Feb. 25, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Mar. 12, 2019 | |
Long-term debt | |||||||||
Total principal | $ 3,197,900 | $ 3,230,100 | |||||||
Unamortized debt premiums | 1,189 | 1,291 | |||||||
Unamortized debt issuance costs | (24,216) | (18,175) | |||||||
Total long-term debt | 3,174,873 | 3,213,216 | |||||||
Loss on early extinguishment of debt | (59) | ||||||||
Repayment of credit facility | 875,200 | $ 278,900 | |||||||
7.875% Senior Notes Due 2026 | |||||||||
Long-term debt | |||||||||
Total long-term debt | 544,863 | 546,631 | |||||||
5.75% Senior Notes Due 2027 | |||||||||
Long-term debt | |||||||||
Total long-term debt | 647,499 | 647,313 | |||||||
5.75% Senior Notes Due 2028 | |||||||||
Long-term debt | |||||||||
Total long-term debt | 645,944 | 645,702 | |||||||
5.375% Senior Notes Due 2029 | |||||||||
Long-term debt | |||||||||
Total long-term debt | 743,728 | 743,470 | |||||||
6.625% Senior Notes Due 2032 | |||||||||
Long-term debt | |||||||||
Total principal | 600,000 | ||||||||
Total long-term debt | $ 592,839 | ||||||||
Interest rate (as a percent) | 6.625% | ||||||||
Antero Midstream Partners | Credit Facility | |||||||||
Long-term debt | |||||||||
Total principal | $ 0 | 630,100 | |||||||
Outstanding letters of credit | 0 | $ 0 | |||||||
Weighted average interest rate (as a percent) | 7.08% | ||||||||
Current borrowing capacity | 1,250,000 | $ 1,250,000 | |||||||
Available borrowing capacity | $ 1,250,000 | ||||||||
Antero Midstream Partners | Credit Facility | Minimum | |||||||||
Long-term debt | |||||||||
Commitment fees on the unused portion (as a percent) | 0.25% | ||||||||
Antero Midstream Partners | Credit Facility | Maximum | |||||||||
Long-term debt | |||||||||
Commitment fees on the unused portion (as a percent) | 0.375% | ||||||||
Finance Corp and together with Antero Midstream Partners | 7.875% Senior Notes Due 2026 | |||||||||
Long-term debt | |||||||||
Total principal | $ 547,900 | $ 550,000 | |||||||
Interest rate (as a percent) | 7.875% | 7.875% | |||||||
Face amount | $ 550,000 | ||||||||
Amount of debt repurchased | 2,000 | ||||||||
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% | 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 | 100.958% | ||||||||
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 | 101.917% | ||||||||
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 | $ 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 | |||||||||
Interest rate (as a percent) | 6.625% | ||||||||
Face amount | $ 600,000 | ||||||||
Debt instrument redemption percentage upon change of control | 101% | ||||||||
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Liabilities | ||
Capital expenditures | $ 17,133 | $ 22,195 |
Operating expenses | 11,689 | 12,060 |
Interest expense | 47,152 | 37,565 |
Ad valorem taxes | 3,144 | 6,521 |
Other | 2,926 | 2,289 |
Total accrued liabilities | $ 82,044 | $ 80,630 |
Equity Based Compensation (Deta
Equity Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2024 | Mar. 12, 2019 | |
AM LTIP | |||
Additional disclosures | |||
Number of stock-based compensation awards authorized | 15,398,901 | ||
Number of shares available for future grant under the Plan | 2,281,818 | 2,281,818 | |
RSUs | |||
Number of units | |||
Total awarded and unvested at the beginning of the period (in shares) | 5,877,170 | ||
Granted (in shares) | 2,459,643 | ||
Vested (in shares) | (1,011,669) | ||
Forfeited (in shares) | (3,094) | ||
Total awarded and unvested at the end of the period (in shares) | 7,322,050 | 7,322,050 | |
Weighted average grant date fair value | |||
Total awarded and unvested at the beginning of the period (in dollars per unit) | $ 10.28 | ||
Granted (in dollars per unit) | 13.44 | ||
Vested (in dollars per unit) | 10.59 | ||
Forfeited (in dollars per unit) | 10.56 | ||
Total awarded and unvested at the end of the period (in dollars per unit) | $ 11.30 | $ 11.30 | |
Additional disclosures | |||
Unamortized expense | $ 67 | $ 67 | |
Weighted average period for recognizing unrecognized stock-based compensation expense | 2 years 2 months 12 days | ||
ROIC PSUs | |||
Number of units | |||
Total awarded and unvested at the beginning of the period (in shares) | 952,101 | ||
Granted (in shares) | 350,237 | ||
Total awarded and unvested at the end of the period (in shares) | 1,302,338 | 1,302,338 | |
Weighted average grant date fair value | |||
Total awarded and unvested at the beginning of the period (in dollars per unit) | $ 10.90 | ||
Granted (in dollars per unit) | 13.44 | ||
Total awarded and unvested at the end of the period (in dollars per unit) | $ 11.59 | $ 11.59 | |
Additional disclosures | |||
Unamortized expense | $ 20 | $ 20 | |
Weighted average period for recognizing unrecognized stock-based compensation expense | 2 years 2 months 12 days | ||
2024 ROIC PSUs | |||
Additional disclosures | |||
Vesting period | 3 years | ||
2024 ROIC PSUs | Minimum | |||
Additional disclosures | |||
Percentage of target number of ROIC PSUs originally granted that may ultimately be earned | 0% | ||
2024 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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity based compensation | ||
Equity based compensation expense | $ 9,327 | $ 6,327 |
ROIC PSUs | ||
Equity based compensation | ||
Equity based compensation expense | 1,951 | 1,061 |
RSUs | ||
Equity based compensation | ||
Equity based compensation expense | 7,127 | 5,061 |
Equity awards issued to directors | ||
Equity based compensation | ||
Equity based compensation expense | $ 249 | $ 205 |
Cash Dividends (Details)
Cash Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Apr. 10, 2024 | Feb. 14, 2024 | Feb. 07, 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 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash dividends | ||||||||||||||
Common stock dividends paid | $ 107,918 | $ 107,975 | $ 107,900 | $ 110,607 | $ 108,364 | $ 107,918 | $ 108,364 | |||||||
Preferred stock dividends paid | 138 | $ 138 | ||||||||||||
Dividends paid | 108,056 | $ 435,396 | ||||||||||||
Common stock dividends (in dollars per share) | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | $ 0.2250 | |||||||||
Cash dividends declared per common share | $ 0.2250 | |||||||||||||
Series A Preferred Stock | ||||||||||||||
Cash dividends | ||||||||||||||
Preferred stock dividends paid | $ 138 | $ 137 | $ 138 | $ 137 | $ 138 | |||||||||
Cash dividend declared | $ 137,500 | |||||||||||||
Dividends in arrears | $ 68,750 |
Equity and Net Income Per Com_3
Equity and Net Income Per Common Share (Details) - $ / shares | Mar. 12, 2019 | Mar. 31, 2024 | Dec. 31, 2023 |
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_4
Equity and Net Income Per Common Share - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted Average Shares Outstanding | ||
Basic weighted average common shares outstanding | 479,897 | 478,612 |
Diluted weighted average number of shares outstanding | 484,303 | 481,459 |
RSUs | ||
Weighted Average Shares Outstanding | ||
Add: Dilutive effect | 2,666 | 1,687 |
Antidilutive securities excluded from computation of earnings per share | 872 | |
ROIC PSUs | ||
Weighted Average Shares Outstanding | ||
Add: Dilutive effect | 1,029 | 207 |
Antidilutive securities excluded from computation of earnings per share | 285 | |
Series A Preferred Stock. | ||
Weighted Average Shares Outstanding | ||
Add: Dilutive effect of Series A preferred stock | 711 | 953 |
Equity and Net Income Per Com_5
Equity and Net Income Per Common Share - Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity and Net Income Per Common Share | ||
Net income | $ 103,926 | $ 86,507 |
Less preferred stock dividends | (138) | (138) |
Net income (loss) available to common shareholders | $ 103,788 | $ 86,369 |
Net income per share-basic (in dollars per share) | $ 0.22 | $ 0.18 |
Net income per share-diluted (in dollars per share) | $ 0.21 | $ 0.18 |
Basic weighted average common shares outstanding | 479,897 | 478,612 |
Weighted average common shares outstanding-diluted | 484,303 | 481,459 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair value measurement | ||
Carrying Value | $ 3,174,873 | $ 3,213,216 |
Senior Notes | ||
Fair value measurement | ||
Carrying Value | 3,174,873 | 2,583,116 |
Senior Notes | Level 2 | ||
Fair value measurement | ||
Fair Value | 3,155,143 | 2,569,470 |
7.875% Senior Notes Due 2026 | ||
Fair value measurement | ||
Carrying Value | 544,863 | 546,631 |
7.875% Senior Notes Due 2026 | Level 2 | ||
Fair value measurement | ||
Fair Value | 557,488 | 565,785 |
5.75% Senior Notes Due 2027 | ||
Fair value measurement | ||
Carrying Value | 647,499 | 647,313 |
5.75% Senior Notes Due 2027 | Level 2 | ||
Fair value measurement | ||
Fair Value | 640,250 | 642,655 |
5.75% Senior Notes Due 2028 | ||
Fair value measurement | ||
Carrying Value | 645,944 | 645,702 |
5.75% Senior Notes Due 2028 | Level 2 | ||
Fair value measurement | ||
Fair Value | 637,780 | 641,030 |
5.375% Senior Notes Due 2029 | ||
Fair value measurement | ||
Carrying Value | 743,728 | 743,470 |
5.375% Senior Notes Due 2029 | Level 2 | ||
Fair value measurement | ||
Fair Value | 719,025 | $ 720,000 |
6.625% Senior Notes Due 2032 | ||
Fair value measurement | ||
Carrying Value | 592,839 | |
6.625% Senior Notes Due 2032 | Level 2 | ||
Fair value measurement | ||
Fair Value | $ 600,600 |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliates (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) item mi | Mar. 31, 2023 USD ($) | |
Investments in unconsolidated affiliates | ||
Balance at beginning of period | $ 626,650 | |
Equity in earnings of unconsolidated affiliates | 27,530 | $ 24,456 |
Distributions from unconsolidated affiliates | (34,960) | $ (34,105) |
Balance at end of period | $ 619,220 | |
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 | $ 508,821 | |
Equity in earnings of unconsolidated affiliates | 25,140 | |
Distributions from unconsolidated affiliates | (31,015) | |
Balance at end of period | $ 502,946 | |
Stonewall | ||
Equity Method Investments | ||
Ownership percentage | 15% | |
Number of miles of pipeline | mi | 67 | |
Investments in unconsolidated affiliates | ||
Balance at beginning of period | $ 117,829 | |
Equity in earnings of unconsolidated affiliates | 2,390 | |
Distributions from unconsolidated affiliates | (3,945) | |
Balance at end of period | $ 116,274 |
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 | 3 Months Ended | ||
Mar. 31, 2024 USD ($) item segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Reporting Segments | |||
Number of reportable segments | segment | 2 | ||
Revenues: | |||
Amortization of customer relationships | $ (17,668) | $ (17,668) | |
Total revenue | 279,051 | 259,475 | |
Operating expenses: | |||
Direct operating | 53,918 | 57,873 | |
General and administrative | 21,221 | 17,347 | |
Facility idling | 522 | 574 | |
Depreciation | 37,095 | 35,196 | |
Accretion of asset retirement obligations | 44 | 44 | |
Loss on settlement of asset retirement obligations | 341 | ||
Gain (loss) on asset sale | (245) | ||
Total operating expenses | 112,800 | 111,130 | |
Operating income | 166,251 | 148,345 | |
Equity in earnings of unconsolidated affiliates | 27,530 | 24,456 | |
Additions to property and equipment, net | 35,073 | 42,957 | |
Total assets | 5,749,241 | $ 5,737,618 | |
Antero | |||
Revenues: | |||
Total operating revenues | 296,048 | 276,871 | |
Third party | |||
Revenues: | |||
Total operating revenues | 671 | 272 | |
Gathering And Processing. | |||
Revenues: | |||
Amortization of customer relationships | $ (9,271) | (9,271) | |
Water Handling | |||
Reporting Segments | |||
Number of independent fresh water systems | item | 2 | ||
Revenues: | |||
Amortization of customer relationships | $ (8,397) | (8,397) | |
Operating Segments | Gathering And Processing. | |||
Revenues: | |||
Amortization of customer relationships | (9,271) | (9,271) | |
Total revenue | 218,322 | 190,305 | |
Operating expenses: | |||
Direct operating | 26,143 | 24,118 | |
General and administrative | 14,733 | 10,180 | |
Depreciation | 23,421 | 22,063 | |
Gain (loss) on asset sale | (242) | ||
Total operating expenses | 64,297 | 56,119 | |
Operating income | 154,025 | 134,186 | |
Equity in earnings of unconsolidated affiliates | 27,530 | 24,456 | |
Additions to property and equipment, net | 27,723 | 29,197 | |
Total assets | 4,718,671 | 4,691,827 | |
Operating Segments | Gathering And Processing. | Antero | |||
Revenues: | |||
Total operating revenues | 227,593 | 199,576 | |
Operating Segments | Water Handling | |||
Revenues: | |||
Amortization of customer relationships | (8,397) | (8,397) | |
Total revenue | 60,729 | 69,170 | |
Operating expenses: | |||
Direct operating | 27,775 | 33,755 | |
General and administrative | 5,226 | 6,208 | |
Facility idling | 522 | 574 | |
Depreciation | 13,674 | 13,133 | |
Accretion of asset retirement obligations | 44 | 44 | |
Loss on settlement of asset retirement obligations | 341 | ||
Gain (loss) on asset sale | (3) | ||
Total operating expenses | 47,241 | 54,052 | |
Operating income | 13,488 | 15,118 | |
Additions to property and equipment, net | 7,350 | 13,760 | |
Total assets | 1,030,097 | 1,045,725 | |
Operating Segments | Water Handling | Antero | |||
Revenues: | |||
Total operating revenues | 68,455 | 77,295 | |
Operating Segments | Water Handling | Third party | |||
Revenues: | |||
Total operating revenues | 671 | 272 | |
Unallocated | |||
Operating expenses: | |||
General and administrative | 1,262 | 959 | |
Total operating expenses | 1,262 | 959 | |
Operating income | (1,262) | $ (959) | |
Total assets | $ 473 | $ 66 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |