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Exhibit 99.1

 

 

Antero Midstream and AMGP Report Third Quarter 2018 Financial and Operating Results

 

Denver, Colorado, October 31, 2018—Antero Midstream Partners LP (NYSE: AM) (“Antero Midstream” or the “Partnership”) and Antero Midstream GP LP (NYSE: AMGP) (“AMGP”) today released their third quarter 2018 financial and operating results.  The relevant condensed consolidated financial statements are included in Antero Midstream’s and AMGP’s Quarterly Reports on Form 10-Q for the quarter ended September 30, 2018, which have been filed with the Securities and Exchange Commission.

 

Antero Midstream Third Quarter 2018 Highlights Include:

 

·                  Net income increased by 48% to $120 million compared to the prior year quarter, or $0.44 per limited partner unit

·                  Adjusted EBITDA increased by 46% to $186 million compared to the prior year quarter

·                  Distributable Cash Flow increased by 52% to $157 million compared to the prior year quarter, resulting in DCF coverage of 1.3x

·                  Increased distribution for the 15th consecutive quarter to $0.44 per unit, achieving 29% growth on an annualized basis

·                  Achieved record gathering, compression, processing and fractionation volumes

·                  Net Debt to trailing twelve months Adjusted EBITDA was 2.3x

 

AMGP Third Quarter 2018 Highlights Include:

 

·                  Net income increased by 485% to $18 million compared to the prior year quarter, or $0.09 per common share

·                  Distributable Cash Flow increased by 144% to $27 million compared to the prior year quarter

·                  Increased distribution for the 5th consecutive quarter to $0.144 per share, achieving 144% growth on an annualized basis

·                  Antero Midstream and AMGP entered into a definitive agreement to simplify the corporate structure with AMGP acquiring all outstanding common units of Antero Midstream and converting to a C-corp

 

Commenting on the third quarter 2018 results, Paul Rady, Chairman and CEO said, “Antero Midstream achieved another milestone during the quarter, with gathering volumes surpassing 2 Bcf/d for the first time in the Partnership’s history. This is a particularly impressive achievement since commencing gathering operations in 2012 and is a testament to our organic growth strategy, as well as the consistent development and strength of our sponsor, Antero Resources.”

 

Mr. Rady further added, “In addition to our operational success, we recently announced a transaction that simplifies the corporate structure of the midstream business in an immediately accretive transaction to both Antero Midstream and AMGP that we believe is a win-win-win across the Antero family. While the corporate structure is expected to change, our organic growth strategy and integration with Antero Resources remain unchanged. We believe this is the best way to continue delivering value to our equity holders and we remain focused on executing our five year development and infrastructure plans.”

 

Recent Developments

 

Antero Midstream Simplification Transaction

 

On October 9, 2018, Antero Midstream and AMGP announced that they entered into a definitive agreement for AMGP to acquire all outstanding Antero Midstream common units in a stock and cash transaction. The transaction results in the elimination of the outstanding incentive distribution rights (“IDRs”) and simplifies the structure of the midstream business into one publicly-traded corporation (“New AM”).  New AM will be a corporation for both tax and governance purposes with a majority of independent directors upon closing.  Importantly, the transaction is estimated to reduce AMGP’s tax payments from 2019 through 2022 by approximately $375 million, with New AM not expected to pay material federal and state income taxes through at least 2024. These

 

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tax savings, combined with the elimination of the IDRs, is expected to result in double digit accretion for both AMGP and AM on a Distributable Cash Flow per share and per unit basis, respectively. In addition, AM public unitholders will receive a 3% increase on their existing per unit distribution targets and growth rates through 2022, assuming unitholders elect to receive all equity consideration. For further details and transaction merits, please visit the investor relations section of Antero Midstream’s and AMGP’s websites, which includes a press release and accompanying presentation relating to the transaction. Additionally, as part of the midstream simplification transaction, Antero Midstream exercised the accordion feature on its revolving credit facility, increasing total borrowing capacity from $1.5 billion to $2.0 billion.

 

For a discussion of the non-GAAP financial measures Adjusted EBITDA, Distributable Cash Flow, and Net Debt please see “Non-GAAP Financial Measures.”

 

Antero Midstream Third Quarter Financial Results

 

Low pressure gathering volumes for the third quarter of 2018 averaged 2,166 MMcf/d, a 37% increase as compared to the prior year quarter.  Compression volumes for the third quarter of 2018 averaged 1,756 MMcf/d, a 45% increase as compared to the third quarter of 2017.  High pressure gathering volumes for the third quarter of 2018 averaged 2,173 MMcf/d, a 13% increase over the third quarter of 2017.  The increase in gathering and compression volumes to Partnership record levels was driven by production growth from Antero Resources in Antero Midstream’s area of dedication.  Fresh water delivery volumes averaged a 195 MBbl/d during the quarter, a 37% increase compared to the third quarter of 2017, driven by increased completion stages. Antero Midstream treated 12 MBbl/d of wastewater at the Antero Clearwater Facility during the third quarter.

 

Gross processing volumes from the 50/50 processing and fractionation joint venture with MarkWest (a wholly-owned subsidiary of MPLX) (the “Joint Venture”) averaged 606 MMcf/d for the third quarter of 2018, an increase of 65% compared to the prior year quarter.  The three Sherwood Joint Venture plants operated at over 100% utilization for the quarter.  Gross Joint Venture fractionation volumes averaged 17,365 Bbl/d, a 170% increase compared to the prior year quarter. The increase in processing and fractionation volumes is primarily driven by an increase in Antero Resources’ rich gas and C3+ NGL production volumes.

 

 

 

Three Months Ended
September 30,

 

%

 

 

 

2017

 

2018

 

Change

 

Average Daily Volumes:

 

 

 

 

 

 

 

Low Pressure Gathering (MMcf/d)

 

1,586

 

2,166

 

37

%

Compression (MMcf/d)

 

1,207

 

1,756

 

45

%

High Pressure Gathering (MMcf/d)

 

1,918

 

2,173

 

13

%

Fresh Water Delivery (MBbl/d)

 

142

 

195

 

37

%

Clearwater Treatment Volumes (MBbl/d)

 

 

12

 

*

 

Gross Joint Venture Processing (MMcf/d)

 

368

 

606

 

65

%

Gross Joint Venture Fractionation (Bbl/d)

 

6,431

 

17,365

 

170

%

 

For the three months ended September 30, 2018, the Partnership reported revenues of $266 million, comprised of $133 million from the Gathering and Processing segment and $133 million from the Water Handling and Treatment segment. Revenues increased 37% compared to the prior year quarter, driven by growth in gathering, compression and fresh water delivery volumes. Water Handling and Treatment segment revenues include $5 million from wastewater treatment at the Antero Clearwater Facility and $60 million from wastewater handling and high rate water transfer services, which are billed at cost plus 3%.

 

Direct operating expenses for the Gathering and Processing, and Water Handling and Treatment segments were $12 million and $69 million, respectively, for a total of $81 million, compared to $63 million in direct operating expenses in the prior year quarter. Water Handling and Treatment direct operating expenses include $58 million from wastewater handling and high rate water transfer services, which are billed at cost plus 3%.  General and administrative expenses excluding equity-based compensation were $10 million during the third quarter of 2018, a 47% increase compared to the third quarter of 2017.  The increase in general and administrative expenses was driven by fees incurred from the midstream simplification transaction and an increase in the number of employees needed to support growing operations.  Total operating expenses were $140 million, including $38 million of depreciation, $1 million of impairment and $4 million of accretion of contingent acquisition consideration and asset retirement obligations.

 

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Net income for the third quarter of 2018 was $120 million, a 48% increase compared to the prior year quarter.  Net income per limited partner unit was $0.44 per unit, a 33% increase compared to the prior year quarter.  Adjusted EBITDA was $186 million, a 46% increase compared to the prior year quarter.  Adjusted EBITDA for the quarter included $12 million in combined distributions from Stonewall Gathering LLC and the processing and fractionation Joint Venture.  Cash interest paid was $25 million. The decrease in cash reserved for bond interest during the quarter was $9 million and cash reserved for payment of income tax withholding upon vesting of Antero Midstream equity-based compensation awards was $2 million. Maintenance capital expenditures during the quarter totaled $11 million and Distributable Cash Flow was $157 million, a 52% increase over the prior year quarter, resulting in a DCF coverage ratio of 1.3x.

 

The following table reconciles net income to Adjusted EBITDA and Distributable Cash Flow as used in this release (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2017

 

2018

 

Net income

 

$

80,893

 

119,764

 

Interest expense

 

9,311

 

16,988

 

Impairment of property and equipment expense

 

 

1,157

 

Depreciation expense

 

30,556

 

38,456

 

Accretion of contingent acquisition consideration

 

2,556

 

4,020

 

Accretion of asset retirement obligations

 

 

33

 

Equity-based compensation

 

7,199

 

4,528

 

Equity in earnings of unconsolidated affiliates

 

(7,033

)

(10,706

)

Distributions from unconsolidated affiliates

 

4,300

 

11,765

 

Adjusted EBITDA

 

127,782

 

186,005

 

Interest paid

 

(20,554

)

(24,958

)

Decrease in cash reserved for bond interest (1)

 

8,831

 

8,734

 

Income tax withholding upon vesting of Antero Midstream Partners LP equity-based compensation awards (2)

 

(1,500

)

(1,500

)

Maintenance capital expenditures (3)

 

(10,771

)

(10,964

)

Distributable Cash Flow

 

$

103,788

 

157,317

 

 

 

 

 

 

 

Distributions Declared to Antero Midstream Holders

 

 

 

 

 

Limited Partners

 

$

63,454

 

82,302

 

Incentive distribution rights

 

19,067

 

37,815

 

Total Aggregate Distributions

 

$

82,521

 

120,117

 

 

 

 

 

 

 

DCF coverage ratio

 

1.3x

 

1.3x

 

 


(1)         Cash reserved for bond interest expense on Antero Midstream’s 5.375% senior notes outstanding during the period that is paid on a semi-annual basis on March 15th and September 15th of each year.

(2)         Estimate of current period portion of expected cash payment for income tax withholding attributable to vesting of Midstream LTIP equity-based compensation awards to be paid in the fourth quarter.

(3)         Maintenance capital expenditures represent the portion of our estimated capital expenditures associated with (i) the connection of new wells to our gathering and processing systems that we believe will be necessary to offset the natural production declines Antero Resources will experience on all of its wells over time, and (ii) water delivery to new wells necessary to maintain the average throughput volume on our systems.

 

Gathering and Processing During the third quarter, Antero Midstream connected 73 wells to its gathering system during the quarter.  The Partnership’s compression capacity was approximately 80% utilized throughout the quarter. Antero Resources is currently operating five drilling rigs on Antero Midstream dedicated acreage.

 

In addition, the Joint Venture with MPLX continued construction on Sherwood 10 and 11 processing plants, which are expected to be placed online during the fourth quarter of 2018. During the third quarter, the Joint Venture’s 600MMcf/d of processing capacity was

 

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fully utilized. The Joint Venture also continued construction on the Hopedale 4 fractionation plant, which is expected to be placed online by the end of the fourth quarter of 2018. By year-end 2018, the Joint Venture expects to have 1.0 Bcf/d of gross processing capacity and 40 MBbl/d of gross fractionation capacity.

 

Water Handling and Treatment Antero Midstream’s Marcellus and Utica fresh water delivery systems serviced 38 well completions during the third quarter of 2018, a 19% increase from the prior year quarter. Antero Resources continued to improve completion efficiencies increasing from 5.0 stages per day in the prior quarter to 5.5 stages per day in the third quarter. During the month of September, Antero Resources averaged 6.0 stages per day.  These efficiencies accelerated completions scheduled for the fourth quarter of 2018 into the third quarter and is expected to result in a sequential decrease in fresh water delivery volumes in the fourth quarter. Antero Resources operated four completion crews on Antero Midstream dedicated acreage in the third quarter of 2018 and has reduced its completion crews to three in the fourth quarter of 2018, driven by efficiency gains the first three quarters of 2018.

 

Balance Sheet and Liquidity

 

As of September 30, 2018, Antero Midstream had $875 million drawn on its $1.5 billion bank credit facility, resulting in $625 million of liquidity.  Antero Midstream’s Net Debt to trailing twelve months Adjusted EBITDA was 2.3x as of September 30, 2018.  For a reconciliation of consolidated Net Debt to consolidated total debt, the most comparable GAAP measure, please read “Non-GAAP Financial Measures.”

 

Commenting on Antero Midstream’s distribution growth and balance sheet, Michael Kennedy, CFO of Antero Midstream said, “Antero Midstream continued to deliver on its 2018 plan, growing Adjusted EBITDA and Distributable Cash Flow by 46% and 52%, respectively. This industry leading growth allowed AM to increase its distribution by 29% while maintaining strong DCF coverage of 1.3x and resulted in 144% year-over-year distribution growth at AMGP. Importantly, AM continues to maintain a strong balance sheet, with Net Debt to trailing twelve months Adjusted EBITDA of 2.3x.”

 

Capital Investments

 

Capital expenditures, excluding investments in the processing and fractionation joint venture, were $150 million in the third quarter of 2018 as compared to $147 million in the third quarter of 2017.  Capital invested in gathering systems and related facilities was $131 million and capital invested in water handling and treatment assets was $19 million.  Investments in unconsolidated affiliates for the Joint Venture were $35 million during the quarter.

 

AMGP Third Quarter 2018 Financial Results

 

AMGP’s equity in earnings from Antero Midstream, which reflects the cash distributions from Antero Midstream, was $38 million for the third quarter of 2018.  Net income for the quarter was $18 million.  AMGP’s cash distributions from Antero Midstream were $36 million, net of $2 million of total cash reserved and distributed to Series B units of Antero IDR Holdings LLC. General and administrative expenses were $2.3 million, including $1.8 million of special committee and legal advisory fees. The provision and reserve for income taxes was $8.9 million, resulting in cash available for distribution of $27 million. The 145% increase in cash available for distribution compared to the third quarter of 2017 is driven by an increase in cash distributions from Antero Midstream.

 

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The following table reconciles cash distributions from Antero Midstream and AMGP cash distribution per common share as presented in this release (in thousands):

 

 

 

Three Months
Ended
September 30, 2018

 

Cash distributions from Antero Midstream Partners LP

 

$

37,816

 

Cash reserved for distributions to unvested Series B units of IDR LLC

 

(1,195

)

Cash distribution to vested Series B units of IDR LLC

 

(598

)

Cash distributions to Antero Midstream GP LP

 

$

36,023

 

General and administrative expenses

 

(2,229

)

Interest expense

 

(68

)

Conflicts committee legal and advisory fees included in G&A expense(1)

 

1,826

 

Provision and reserve for income taxes

 

(8,906

)

Cash available for distribution

 

$

26,646

 

 

 

 

 

DCF coverage ratio

 

1.0x

 

 

 

 

 

Common shares outstanding

 

186,219

 

 

 

 

 

Cash distribution per common share

 

$

0.144

 

 


(1)         Represents non-recurring accrued legal and advisory fees associated with the ongoing conflicts committee process as disclosed on February 26, 2018.

 

Conference Call

 

A joint conference call for Antero Midstream and AMGP is scheduled on Thursday, November 1, 2018 at 10:00 am MT to discuss the financial and operational results.  A brief Q&A session for security analysts will immediately follow the discussion of the results for the quarter.  To participate in the call, dial in at 1-888-347-8204 (U.S.), 1-855-669-9657 (Canada), or 1-412-902-4229 (International) and reference “Antero Midstream”.  A telephone replay of the call will be available until Thursday, November 8, 2018 at 10:00 am MT at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International) using the passcode 10123142.

 

Presentation

 

To access the live webcast and view the related earnings conference call presentation, visit Antero Midstream’s website at www.anteromidstream.com or AMGP’s website at www.anteromidstreamgp.com.  The webcast will be archived for replay on Antero Midstream’s website and AMGP’s website until Thursday, November 8, 2018 at 10:00 am MT.  Information on Antero Midstream’s website and AMGP’s website does not constitute a portion of this press release.

 

Non-GAAP Financial Measures and Definitions

 

Antero Midstream uses Adjusted EBITDA as an important indicator of the Partnership’s performance.  Antero Midstream defines Adjusted EBITDA as net income before interest expense, impairment expense, gain on sale of assets, depreciation expense, accretion, equity-based compensation expense, excluding equity in earnings of unconsolidated affiliates and including cash distributions from unconsolidated affiliates.

 

Antero Midstream uses Adjusted EBITDA to assess:

 

·                  the financial performance of the Partnership’s assets, without regard to financing methods, capital structure or historical cost basis;

·                  its operating performance and return on capital as compared to other publicly traded partnerships in the midstream energy sector, without regard to financing or capital structure; and

·                  the viability of acquisitions and other capital expenditure projects.

 

The Partnership defines Distributable Cash Flow as Adjusted EBITDA less interest paid, income tax withholding payments and cash reserved for payments of income tax withholding upon vesting of equity-based compensation awards, cash reserved for bond interest and ongoing maintenance capital expenditures paid. Antero Midstream uses Distributable Cash Flow as a performance metric to

 

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compare the cash generating performance of the Partnership from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to unitholders.  Distributable Cash Flow does not reflect changes in working capital balances.

 

Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures.  The GAAP measure most directly comparable to Adjusted EBITDA and Distributable Cash Flow is Net Income.  The non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow should not be considered as alternatives to the GAAP measure of Net Income.  Adjusted EBITDA and Distributable Cash Flow are not presentations made in accordance with GAAP and have important limitations as an analytical tool because they include some, but not all, items that affect Net Income and Adjusted EBITDA.  You should not consider Adjusted EBITDA and Distributable Cash Flow in isolation or as a substitute for analyses of results as reported under GAAP.  Antero Midstream’s definition of Adjusted EBITDA and Distributable Cash Flow may not be comparable to similarly titled measures of other partnerships.

 

“Segment Adjusted EBITDA” is also used by our management team for various purposes, including as a measure of operating performance and as a basis for strategic planning and forecasting. Segment Adjusted EBITDA is a non-GAAP financial measure that we define as operating income before equity-based compensation expense, interest expense, depreciation expense, gain on sale of assets, impairment expense, accretion, excluding equity in earnings of unconsolidated affiliates, and including cash distributions from unconsolidated affiliates. Operating income is the most directly comparable GAAP financial measure to Segment Adjusted EBITDA because we do not account for interest expense on a segment basis.

 

The Partnership defines consolidated net debt as consolidated total debt less cash and cash equivalents.  Antero Midstream views consolidated net debt as an important indicator in evaluating the Partnership’s financial leverage.

 

The following table reconciles consolidated total debt to consolidated net debt (“Net Debt”) as used in this release (in thousands):

 

 

 

September 30, 2018

 

 

 

 

 

Bank credit facility

 

$

875,000

 

5.375% AM senior notes due 2024

 

650,000

 

Net unamortized debt issuance costs

 

(8,146

)

Consolidated total debt

 

$

1,516,854

 

Cash and cash equivalents

 

 

Consolidated net debt

 

$

1,516,854

 

 

The following table reconciles net income to Adjusted EBITDA for the twelve months ended September 30, 2018 as used in this release (in thousands):

 

 

 

Twelve Months Ended
September 30, 2018

 

 

 

 

 

Net income

 

$

401,491

 

Interest expense

 

53,307

 

Impairment of property and equipment expense

 

29,202

 

Depreciation expense

 

138,279

 

Accretion of contingent acquisition consideration

 

15,644

 

Accretion of asset retirement obligations

 

101

 

Equity-based compensation

 

23,453

 

Equity in earnings of unconsolidated affiliate

 

(35,139

)

Distributions from unconsolidated affiliates

 

39,735

 

Gain on sale of asset — Antero Resources

 

(583

)

Adjusted EBITDA

 

$

665,490

 

 

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Antero Midstream is a limited partnership that owns, operates and develops midstream gathering, compression, processing and fractionation assets as well as integrated water assets that primarily service Antero Resources Corporation’s properties located in West Virginia and Ohio. Holders of Antero Midstream common units will receive a Schedule K-1 with respect to distributions received on the common units.

 

AMGP is a Delaware limited partnership that has elected to be classified as an entity taxable as a corporation for U.S. federal income tax purposes.  Holders of AMGP common shares will receive a Form 1099 with respect to distributions received on the common shares.  AMGP owns the general partner of Antero Midstream and indirectly owns the incentive distribution rights in Antero Midstream.

 

This release includes “forward-looking statements” within the meaning of federal securities laws.  Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s and AMGP’s control.  All statements, other than historical facts included in this release, are forward-looking statements.  All forward-looking statements speak only as of the date of this release and are based upon a number of assumptions.  Without limiting the generallity of the foregoing, forward-looking statements contained in this press release specifically include the timing of consummation of the simplification transaction, if at all, statements regarding the transaction, the extent of the accretion, if any, to AMGP shareholders and AM unitholders, that the transaction will reduce AMGP’s tax payments from 2019 through 2022 and that New AM does not expect to pay material cash taxes through at least 2024. Although the Partnership and AMGP each believe that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that the assumptions underlying these forward-looking statements will be accurate or the plans, intentions or expectations expressed herein will be achieved.  For example, future acquisitions, dispositions or other strategic transactions may materially impact the forecasted or targeted results described in this release.  Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.  Nothing in this release is intended to constitute guidance with respect to Antero Resources.

 

Antero Midstream and AMGP caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the Partnership’s and AMGP’s control, incident to the gathering and processing and fresh water and waste water treatment businesses.  These risks include, but are not limited to, the expected timing and likelihood of completion of the transaction, including the ability to obtain requisite regulatory, unitholder and shareholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction, risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized, the cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected, Antero Resources’ expected future growth, Antero Resources’ ability to meet its drilling and development plan, commodity price volatility, ability to execute the Partnership’s business strategy, competition and government regulations, actions taken by third-party producers, operators, processors and transporters, inflation, environmental risks, drilling and completion and other operating risks, regulatory changes, the uncertainty inherent in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under “Risk Factors” in Antero Midstream’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

No Offer or Solicitation

 

This communication discusses a previously announced proposed business combination transaction between Antero Midstream and AMGP. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Additional Information And Where To Find It

 

In connection with the transaction, AMGP will file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, that will include a joint proxy statement of Antero Midstream and AMGP and a prospectus of AMGP. The transaction will be submitted to Antero Midstream unitholders and AMGP shareholders for their consideration. Antero Midstream and AMGP may also file other documents with the SEC regarding the transaction. The definitive joint proxy statement/prospectus will be sent to the shareholders of AMGP and unitholders of Antero Midstream. This document is not a substitute for the registration statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents that AMGP or Antero Midstream may file with the SEC or send to shareholders of AMGP or unitholders of Antero Midstream in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF ANTERO MIDSTREAM AND AMGP ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.

 

Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by AMGP or Antero Midstream through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Antero Midstream will be made available free of charge on Antero Midstream’s website at http://investors.anteromidstream.com/investor-relations/AM, under the heading “SEC Filings,” or by directing a request to Investor Relations, Antero Midstream Partners LP, 1615 Wynkoop Street, Denver, Colorado 75219, Tel. No. (303) 357-7310. Copies of documents filed with the SEC by AMGP will be made available free of charge on AMGP’s website at http://investors.anteromidstreamgp.com/Investor-Relations/AMGP or by directing a request to Investor Relations, Antero Midstream GP LP, 1615 Wynkoop Street, Denver, Colorado 75219, Tel. No. (303) 357-7310.

 

Participants In The Solicitation

 

Antero Resources, AMGP, Antero Midstream and the directors and executive officers of AMGP and Antero Midstream’s respective general partners and of Antero Resources may be deemed to be participants in the solicitation of proxies in respect to the proposed transaction.

 

Information regarding the directors and executive officers of Antero Midstream’s general partner is contained in Antero Midstream’s 2018 Annual Report on Form 10-K filed with the SEC on February 13, 2018, and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at http://www.sec.gov or by accessing Antero Midstream’s website at http://www.anteromidstream.com. Information regarding the executive officers and directors of AMGP’s general partner is contained in AMGP’s 2018 Annual Report on Form 10-K filed with the SEC on February 13, 2018 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing AMGP’s website at http://www.anteromidstream.com. Information regarding the executive officers and directors of Antero Resources is contained in Antero Resources’ 2018 Annual Report on Form 10-K filed with the SEC

 

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on February 13, 2018 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing Antero Resources’ website at http:// www.anteroresources.com.

 

Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of this document as described above.

 

For more information, contact Michael Kennedy — CFO of Antero Midstream and AMGP at (303) 357-6782 or mkennedy@anteroresources.com.

 

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ANTERO MIDSTREAM PARTNERS LP

 

Condensed Consolidated Balance Sheets

December 31, 2017 and September 30, 2018

(Unaudited)

(In thousands)

 

 

 

December 31, 2017

 

September 30, 2018

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

8,363

 

 

Accounts receivable—Antero Resources

 

110,182

 

115,905

 

Accounts receivable—third party

 

1,170

 

16,586

 

Prepaid expenses

 

670

 

1,474

 

Total current assets

 

120,385

 

133,965

 

Property and equipment, net

 

2,605,602

 

2,873,874

 

Investments in unconsolidated affiliates

 

303,302

 

392,893

 

Other assets, net

 

12,920

 

14,096

 

Total assets

 

$

3,042,209

 

3,414,828

 

 

 

 

 

 

 

Liabilities and Partners’ Capital

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable—Antero Resources

 

$

6,459

 

3,758

 

Accounts payable—third party

 

8,642

 

15,656

 

Accrued liabilities

 

106,006

 

88,258

 

Other current liabilities

 

209

 

215

 

Total current liabilities

 

121,316

 

107,887

 

Long-term liabilities:

 

 

 

 

 

Long-term debt

 

1,196,000

 

1,516,854

 

Contingent acquisition consideration

 

208,014

 

219,855

 

Asset retirement obligations

 

 

3,148

 

Other

 

410

 

2,522

 

Total liabilities

 

1,525,740

 

1,850,266

 

 

 

 

 

 

 

Partners’ capital:

 

 

 

 

 

Common unitholders - public (88,059 and 88,175 units issued and outstanding at December 31, 2017 and September 30, 2018, respectively)

 

1,708,379

 

1,726,112

 

Common unitholder - Antero Resources (98,870 units issued and outstanding at December 31, 2017 and September 30, 2018)

 

(215,682

)

(199,365

)

General partner

 

23,772

 

37,815

 

Total partners’ capital

 

1,516,469

 

1,564,562

 

Total liabilities and partners’ capital

 

$

3,042,209

 

3,414,828

 

 

9


 

ANTERO MIDSTREAM PARTNERS LP

 

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended September 30, 2017 and 2018

(Unaudited)

(In thousands, except per unit amounts)

 

 

 

Three Months Ended September 30,

 

 

 

2017

 

2018

 

Revenue:

 

 

 

 

 

Gathering and compression—Antero Resources

 

$

100,518

 

133,202

 

Water handling and treatment—Antero Resources

 

93,111

 

132,898

 

Water handling and treatment—third party

 

 

105

 

Total revenue

 

193,629

 

266,205

 

Operating expenses:

 

 

 

 

 

Direct operating

 

63,030

 

81,475

 

General and administrative (including $7,199 and $4,528 of equity-based compensation in 2017 and 2018, respectively)

 

14,316

 

15,018

 

Impairment of property and equipment

 

 

1,157

 

Depreciation

 

30,556

 

38,456

 

Accretion of contingent acquisition consideration

 

2,556

 

4,020

 

Accretion of asset retirement obligations

 

 

33

 

Total operating expenses

 

110,458

 

140,159

 

Operating income

 

83,171

 

126,046

 

Interest expense, net

 

(9,311

)

(16,988

)

Equity in earnings of unconsolidated affiliates

 

7,033

 

10,706

 

Net income and comprehensive income

 

80,893

 

119,764

 

Net income attributable to incentive distribution rights

 

(19,067

)

(37,816

)

Limited partners’ interest in net income

 

$

61,826

 

81,948

 

 

 

 

 

 

 

Net income per limited partner unit—basic and diluted

 

$

0.33

 

0.44

 

 

 

 

 

 

 

Weighted average limited partner units outstanding:

 

 

 

 

 

Basic

 

186,581

 

187,044

 

Diluted

 

187,145

 

187,502

 

 

10


 

ANTERO MIDSTREAM PARTNERS LP

Condensed Consolidated Results of Segment Operations

Three Months Ended September 30, 2017 and 2018

(Unaudited)

(In thousands)

 

 

 

 

 

Water

 

 

 

 

 

Gathering and

 

Handling and

 

Consolidated

 

 

 

Processing

 

Treatment

 

Total

 

Three months ended September 30, 2017

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Revenue—Antero Resources

 

$

100,518

 

93,111

 

193,629

 

Total revenues

 

100,518

 

93,111

 

193,629

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Direct operating

 

10,560

 

52,470

 

63,030

 

General and administrative (before equity-based compensation)

 

4,225

 

2,892

 

7,117

 

Equity-based compensation

 

5,111

 

2,088

 

7,199

 

Depreciation

 

21,803

 

8,753

 

30,556

 

Accretion of contingent acquisition consideration

 

 

2,556

 

2,556

 

Total expenses

 

41,699

 

68,759

 

110,458

 

Operating income

 

$

58,819

 

24,352

 

83,171

 

 

 

 

 

 

 

 

 

Segment and consolidated Adjusted EBITDA

 

$

90,033

 

37,749

 

127,782

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2018

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Revenue—Antero Resources

 

$

133,202

 

132,898

 

266,100

 

Revenue—third-party

 

 

105

 

105

 

Total revenues

 

133,202

 

133,003

 

266,205

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Direct operating

 

12,317

 

69,158

 

81,475

 

General and administrative (before equity-based compensation)

 

8,117

 

2,373

 

10,490

 

Equity-based compensation

 

3,666

 

862

 

4,528

 

Impairment of property and equipment

 

1,157

 

 

1,157

 

Depreciation

 

25,830

 

12,626

 

38,456

 

Accretion of contingent acquisition consideration

 

 

4,020

 

4,020

 

Accretion of asset retirement obligations

 

 

33

 

33

 

Total expenses

 

51,087

 

89,072

 

140,159

 

Operating income

 

$

82,115

 

43,931

 

126,046

 

 

 

 

 

 

 

 

 

Segment and consolidated Adjusted EBITDA

 

$

124,533

 

61,472

 

186,005

 

 

11


 

ANTERO MIDSTREAM PARTNERS LP

Selected Operating Data

Three Months Ended September 30, 2017 and 2018

(Unaudited)

(In thousands)

 

 

 

Three Months Ended September 30,

 

Amount of
Increase

 

Percentage

 

 

 

2017

 

2018

 

(Decrease)

 

Change

 

Revenue:

 

 

 

 

 

 

 

 

 

Revenue—Antero Resources

 

$

193,629

 

266,100

 

72,471

 

37

%

Revenue—third-party

 

 

105

 

105

 

*

 

Total revenue

 

193,629

 

266,205

 

72,576

 

37

%

Operating expenses:

 

 

 

 

 

 

 

 

 

Direct operating

 

63,030

 

81,475

 

18,445

 

29

%

General and administrative (before equity-based compensation)

 

7,117

 

10,490

 

3,373

 

47

%

Equity-based compensation

 

7,199

 

4,528

 

(2,671

)

(37

)%

Impairment of property and equipment

 

 

1,157

 

1,157

 

*

 

Depreciation

 

30,556

 

38,456

 

7,900

 

26

%

Accretion of contingent acquisition consideration

 

2,556

 

4,020

 

1,464

 

57

%

Accretion of asset retirement obligations

 

 

33

 

33

 

*

 

Total operating expenses

 

110,458

 

140,159

 

29,701

 

27

%

Operating income

 

83,171

 

126,046

 

42,875

 

52

%

Interest expense

 

(9,311

)

(16,988

)

7,677

 

82

%

Equity in earnings of unconsolidated affiliates

 

7,033

 

10,706

 

3,673

 

52

%

Net income

 

$

80,893

 

119,764

 

38,871

 

48

%

Adjusted EBITDA

 

$

127,782

 

186,005

 

58,224

 

46

%

Operating Data:

 

 

 

 

 

 

 

 

 

Gathering—low pressure (MMcf)

 

145,898

 

199,226

 

53,328

 

37

%

Gathering—high pressure (MMcf)

 

176,471

 

199,897

 

23,426

 

13

%

Compression (MMcf)

 

111,070

 

161,549

 

50,479

 

45

%

Fresh water delivery (MBbl)

 

13,022

 

17,984

 

4,962

 

38

%

Treated water (MBbl)

 

 

1,062

 

1,062

 

*

 

Other fluid handling (MBbl)

 

3,723

 

5,080

 

1,357

 

36

%

Wells serviced by fresh water delivery

 

32

 

38

 

6

 

19

%

Gathering—low pressure (MMcf/d)

 

1,586

 

2,166

 

580

 

37

%

Gathering—high pressure (MMcf/d)

 

1,918

 

2,173

 

255

 

13

%

Compression (MMcf/d)

 

1,207

 

1,756

 

549

 

45

%

Fresh water delivery (MBbl/d)

 

142

 

195

 

53

 

37

%

Treated water (MBbl/d)

 

 

12

 

12

 

*

 

Other fluid handling (MBbl/d)

 

40

 

55

 

15

 

36

%

Average realized fees:

 

 

 

 

 

 

 

 

 

Average gathering—low pressure fee ($/Mcf)

 

$

0.32

 

0.32

 

 

%

Average gathering—high pressure fee ($/Mcf)

 

$

0.19

 

0.19

 

 

%

Average compression fee ($/Mcf)

 

$

0.19

 

0.19

 

 

%

Average fresh water delivery fee ($/Bbl)

 

$

3.71

 

3.78

 

0.07

 

2

%

Average treated water fee ($/Bbl)

 

$

 

4.92

 

4.92

 

*

 

Joint Venture Operating Data:

 

 

 

 

 

 

 

 

 

Processing—Joint Venture (MMcf)

 

33,841

 

55,720

 

21,879

 

65

%

Fractionation—Joint Venture (MBbl)

 

592

 

1,598

 

1,006

 

170

%

Processing—Joint Venture (MMcf/d)

 

368

 

606

 

238

 

65

%

Fractionation—Joint Venture (MBbl/d)

 

6

 

17

 

11

 

183

%

 


*                 Not meaningful or applicable.

 

12


 

ANTERO MIDSTREAM PARTNERS LP

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2017 and 2018

(Unaudited)

(In thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2017

 

2018

 

Cash flows provided by (used in) operating activities:

 

 

 

 

 

Net income

 

$

243,160

 

337,335

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

 

 

 

 

Depreciation

 

88,604

 

107,321

 

Accretion of contingent acquisition consideration

 

9,672

 

11,841

 

Accretion of asset retirement obligations

 

 

101

 

Impairment of property and equipment

 

 

5,771

 

Equity-based compensation

 

20,436

 

16,606

 

Equity in earnings of unconsolidated affiliates

 

(12,887

)

(27,832

)

Distributions from unconsolidated affiliates

 

10,120

 

29,660

 

Amortization of deferred financing costs

 

1,906

 

2,083

 

Gain on sale of assets—Antero Resources

 

 

(583

)

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable—Antero Resources

 

(19,985

)

(10,723

)

Accounts receivable—third party

 

75

 

944

 

Prepaid expenses

 

(484

)

(804

)

Accounts payable—Antero Resources

 

857

 

(2,009

)

Accounts payable—third party

 

1,181

 

4,221

 

Accrued liabilities

 

1,612

 

(2,530

)

Net cash provided by operating activities

 

344,267

 

471,402

 

Cash flows provided by (used in) investing activities:

 

 

 

 

 

Additions to gathering systems and facilities

 

(254,619

)

(337,623

)

Additions to water handling and treatment systems

 

(143,470

)

(68,325

)

Investments in unconsolidated affiliates

 

(216,776

)

(91,419

)

Proceeds from sale of assets—Antero Resources

 

 

4,470

 

Change in other assets

 

(5,877

)

(3,138

)

Change in other liabilities

 

 

2,273

 

Net cash (used in) investing activities

 

(620,742

)

(493,762

)

Cash flows provided by (used in) financing activities:

 

 

 

 

 

Distributions to unitholders

 

(200,037

)

(304,453

)

Borrowings on bank credit facilities, net

 

217,000

 

320,000

 

Issuance of common units, net of offering costs

 

248,949

 

 

Employee tax withholding for settlement of equity compensation awards

 

(932

)

(1,399

)

Other

 

(52

)

(151

)

Net cash provided by financing activities

 

264,928

 

13,997

 

Net (decrease) in cash and cash equivalents

 

(11,547

)

(8,363

)

Cash and cash equivalents, beginning of period

 

14,042

 

8,363

 

Cash and cash equivalents, end of period

 

$

2,495

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for interest

 

$

42,530

 

53,576

 

Increase (decrease) in accrued capital expenditures and accounts payable for property and equipment

 

$

2,936

 

(13,115

)

 

13


 

Antero Midstream GP LP

Condensed Consolidated Balance Sheets

December 31, 2017 and September 30, 2018

(Unaudited)

(In thousands, except number of shares and units)

 

 

 

December 31,

 

September 30,

 

 

 

2017

 

2018

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

5,987

 

4,246

 

Prepaid expenses

 

 

56

 

Deferred financing costs

 

 

140

 

Total current assets

 

5,987

 

4,442

 

Investment in Antero Midstream Partners LP

 

23,772

 

37,816

 

Total assets

 

$

29,759

 

42,258

 

 

 

 

 

 

 

Liabilities and Partners’ Capital

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

293

 

939

 

Income taxes payable

 

13,858

 

13,223

 

Total current liabilities

 

14,151

 

14,162

 

Non-current liability:

 

 

 

 

 

Liability for equity-based compensation

 

 

2,970

 

Total liabilities

 

14,151

 

17,132

 

Partners’ capital:

 

 

 

 

 

Common shareholders - public (186,181,975 shares and 186,209,369 shares issued and outstanding at December 31, 2017 and September 30, 2018, respectively)

 

(19,866

)

(10,163

)

IDR LLC Series B units (32,875 units vested at December 31, 2017 and September 30, 2018)

 

35,474

 

35,289

 

Total partners’ capital

 

15,608

 

25,126

 

Total liabilities and partners’ capital

 

$

29,759

 

42,258

 

 

14


 

Antero Midstream GP LP

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended September 30, 2017 and 2018

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended September 30,

 

 

 

2017

 

2018

 

Equity in earnings of Antero Midstream Partners LP

 

$

19,067

 

37,816

 

Total income

 

19,067

 

37,816

 

General and administrative expense

 

615

 

2,229

 

Equity-based compensation

 

8,317

 

8,574

 

Total operating expenses

 

8,932

 

10,803

 

Operating income

 

10,135

 

27,013

 

Interest Expense, net

 

 

68

 

Income before income taxes

 

10,135

 

26,945

 

Provision for income taxes

 

(7,157

)

(8,917

)

Net income (loss) and comprehensive income (loss)

 

2,978

 

18,028

 

Net income attributable to vested Series B units

 

 

(598

)

Net income (loss) attributable to common shareholders

 

$

2,978

 

17,430

 

 

 

 

 

 

 

Net income (loss) per common share - basic and diluted

 

$

0.02

 

0.09

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

186,173

 

186,208

 

Weighted average number of common shares outstanding- diluted

 

191,175

 

186,208

 

 

15