Exhibit 99.1

 

 

Antero Midstream Reports Third Quarter 2016 Financial and Operational Results

 

Denver, Colorado, October 26, 2016—Antero Midstream Partners LP (NYSE: AM) (“Antero Midstream” or the “Partnership”) today released its third quarter 2016 financial and operational results.  The relevant condensed combined consolidated financial statements are included in Antero Midstream’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, which has been filed with the Securities and Exchange Commission.

 

Third Quarter Highlights Include:

 

·                  Net income was $71 million, or $0.37 per limited partner unit, representing a per unit increase of 61% compared to the prior year quarter

·                  Adjusted EBITDA was $111 million, a 55% increase compared to the prior year quarter

·                  Distributable cash flow was $103 million, resulting in DCF coverage of 2.0x

·                  Declared a cash distribution of $0.265 per unit for the third quarter of 2016, a 29% increase compared to the prior year quarter and a 6% increase sequentially

·                  Completed private placement of $650 million of 5.375% senior notes due 2024 at par, resulting in $1.0 billion of liquidity to fund organic growth opportunities

 

Recent Developments

 

Distribution for the Third Quarter of 2016

 

The Board of Directors of Antero Resources Midstream Management LLC, the general partner of the Partnership, declared a cash distribution of $0.265 per unit ($1.06 per unit annualized) for the third quarter of 2016. The distribution represents a 29% increase compared to the prior year quarter and a 6% increase sequentially.  The distribution is the Partnership’s seventh consecutive quarterly distribution increase since its initial public offering in November 2014 and will be payable on November 24, 2016 to unitholders of record as of November 10, 2016.

 

Private Placement of Senior Notes

 

On September 13, 2016, Antero Midstream completed a private placement of $650 million of 5.375% senior unsecured notes due 2024 at par. In connection with the private placement, Antero Midstream received its initial corporate credit ratings of Ba2 and BB by Moody’s and S&P, respectively.  Proceeds from the private placement were used to repay a portion of the outstanding borrowings under the Partnership’s credit facility. As of September 30, 2016, Antero Midstream had $170 million of borrowings outstanding under its $1.5 billion credit facility and $9 million of cash, resulting in approximately $1.0 billion of available liquidity(1).

 

Increase in Acreage Dedicated to Antero Midstream

 

Year-to-date, Antero Resources has acquired approximately 65,000 net leasehold acres in West Virginia in the high-graded core of the Marcellus Shale, 71% of which includes Utica rights. Substantially all of the acquired acreage is dedicated to Antero Midstream for gathering, compression, processing, and water services.

 

On October 25, 2016, Antero Resources signed a definitive agreement for the sale of approximately 17,000 net acres primarily located in Washington and Westmoreland Counties, Pennsylvania for $170 million.  Approximately 20% of the 17,000 net acres was dedicated to a third party and $10 million of the proceeds is expected to be allocated to Antero Midstream as consideration for the release of its existing gathering and compression dedication concurrent with the acreage sale. The acreage is not included in Antero Midstream’s five year infrastructure development plan based on Antero Resources’ current five year drilling plan. The transaction is expected to close in the fourth quarter of 2016.

 


(1)         Liquidity calculation assumes Antero Midstream’s borrowings under its credit facility limited to EBITDA covenant of 5.0x LTM EBITDA, less Senior Note Issuances as of September 30, 2016.

 

1



 

Commenting on consolidation activity by Antero Resources, Paul Rady, Chairman and CEO said, “Antero Resources continues to be the most active operator and a leading consolidator in Appalachia, adding over 65,000 net acres in the high-graded core of the Marcellus year-to-date, substantially all of which is dedicated to Antero Midstream. Looking ahead, Antero Resources remains well capitalized to fund further consolidation in the Appalachian Basin and in turn, increase organic growth opportunities for Antero Midstream.”

 

Third Quarter 2016 Financial Results

 

Antero Midstream’s acquisition of Antero Resources’ integrated water business in 2015 was accounted for as a transfer of entities under common control.  As a result, the Partnership recast its condensed combined consolidated financial statements to retrospectively reflect the integrated water business as if the assets and liabilities were owned for all past periods presented.  Beginning in the third quarter of 2015, and as a result of the acquisition, Antero Midstream began reporting its results through two business segments, Gathering and Compression and Water Handling and Treatment.  To facilitate year over year comparison and discussion, the third quarter 2016 and third quarter 2015 results discussed below include both the Gathering and Compression and Water Handling and Treatment segment operations.

 

The term “Adjusted EBITDA” discussed below reflects the Gathering and Compression and Water Handling and Treatment segments on a recast combined basis, while the term “Adjusted EBITDA attributable to the Partnership” reflects contribution from the Water Handling and Treatment segments only after the third quarter of 2015 based on the actual timing of the acquired assets.  For a reconciliation of net income to Adjusted EBITDA, please read “Non-GAAP Financial Measures”.

 

Low pressure gathering volumes for the third quarter of 2016 averaged 1,431 MMcf/d, a 38% increase from the third quarter of 2015 and a 6% increase sequentially.  High pressure gathering volumes for the third quarter of 2016 averaged 1,351 MMcf/d, an 11% increase from the third quarter of 2015 and an 8% increase sequentially.  Compression volumes for the third quarter of 2016 averaged 777 MMcf/d, a 78% increase from the third quarter of 2015 and an 18% increase sequentially. The increase in gathering and compression volumes was due to production growth from Antero Resources in Antero Midstream’s area of dedication.  Condensate gathering volumes averaged 521 Bbl/d during the quarter, an 82% decrease compared to the prior year quarter and a 74% decrease sequentially. The sequential decrease in condensate gathering volumes was primarily driven by Antero shifting its Ohio Utica Shale development from its Highly-Rich Gas/Condensate area to currently higher rate of return drilling in the Highly-Rich Gas areas.

 

Fresh water delivery volumes averaged 140,162 Bbl/d during the quarter, a 109% increase compared to the prior year quarter and a 33% increase sequentially.  The increase in volumes was driven by an increase in the average water used per foot in Marcellus completions to  43 barrels per foot, a 35% increase as compared to 2015 and a 5% increase compared to the second quarter of 2016 as Antero piloted higher water and sand concentration completions.

 

 

 

Three Months Ended
September 30,

 

%

 

 

 

2015

 

2016

 

Change

 

Average Daily Throughput:

 

 

 

 

 

 

 

Low Pressure Gathering (MMcf/d)

 

1,038

 

1,431

 

38

%

Compression (MMcf/d)

 

435

 

777

 

78

%

High Pressure Gathering (MMcf/d)

 

1,216

 

1,351

 

11

%

Condensate Gathering (Bbl/d)

 

2,856

 

521

 

(82

)%

 

 

 

 

 

 

 

 

Average Daily Volumes:

 

 

 

 

 

 

 

Fresh Water Delivery (Bbl/d)

 

67,049

 

140,162

 

109

%

 

For the three months ended September 30, 2016, the Partnership reported revenues of $150 million, comprised of $78 million from the Gathering and Compression segment and $72 million from the Water Handling and Treatment segment. Revenues increased 84% compared to the prior year quarter, primarily driven by growth in throughput volumes and fresh water delivery volumes. Water Handling and Treatment segment revenues include $25 million from produced water handling and high rate water transfer services provided to Antero Resources, which is billed at cost plus 3%.

 

Direct operating expenses for the Gathering and Compression and Water Handling and Treatment segments were $5 million and $28 million, respectively, for a total of $33 million compared to $2 million in direct operating expenses in the prior year quarter. Water Handling and Treatment direct operating expenses include $24 million from produced water handling and high rate water transfer services. The increase in direct operating expenses was driven primarily by the inclusion of produced water handling and high rate

 

2



 

water transfer services, as well as the expansion of the Partnership’s gathering and compression and fresh water delivery systems to support the production growth of Antero Resources.  General and administrative expenses including equity-based compensation were $13 million, a $0.5 million decrease compared to the third quarter of 2015.  General and administrative expenses excluding equity-based compensation were $7 million during the third quarter of 2016, a 22% decrease compared to the third quarter of 2015, which included additional expenses from the integrated water business drop-down transaction. Total operating expenses were $76 million, including $26 million of depreciation, $7 million of equity-based compensation, and $4 million of accretion of contingent acquisition consideration.

 

Net income for the third quarter of 2016 was $71 million, a 65% increase compared to the prior year quarter. Net income per limited partner unit was $0.37 per unit, a 61% increase compared to the prior year quarter. Adjusted EBITDA was $111 million, a 55% increase compared to the prior year quarter. The increase in net income and Adjusted EBITDA is primarily driven by increased gathering and compression volumes and fresh water delivery volumes.  Cash interest expense and cash reserved for payment of income tax withholding upon vesting of Antero Midstream equity-based compensation awards were $4 million and $1 million, respectively. Cash distribution to be received from unconsolidated affiliate for the third quarter was $2 million.  Maintenance capital expenditures during the quarter totaled $5 million and distributable cash flow was $103 million, resulting in a DCF coverage ratio of 2.0x.

 

Commenting on Antero Midstream’s quarterly results, Michael Kennedy, CFO of Antero Midstream said, “Antero Midstream reported another strong quarter, driven by increased throughput and completion activities driving higher water volumes. Additionally, Antero Midstream continues to drive down operating expenses in both the gathering and compression and water businesses from optimizing the systems and enhanced efficiencies. The combination of growth and attractive EBITDA margins is a direct result of Antero Midstream’s organic growth strategy delivering strong returns to our unitholders, exhibited by our peer leading distribution growth and coverage.”

 

 

 

Three months ended

 

Reconciliation of Net Income to Adjusted EBITDA and DCF

 

September 30,

 

(Dollars in thousands):

 

2015

 

2016

 

Net income

 

$

42,648

 

$

70,524

 

Add:

 

 

 

 

 

Interest expense

 

2,044

 

5,303

 

Depreciation expense

 

21,561

 

26,136

 

Accretion of contingent acquisition consideration

 

 

3,527

 

Equity-based compensation

 

5,284

 

6,599

 

Less:

 

 

 

 

 

Equity in earnings of unconsolidated affiliate

 

 

(1,544

)

Adjusted EBITDA

 

$

71,537

 

$

110,545

 

 

 

 

 

 

 

Less:

 

 

 

 

 

Pre-water acquisition net income attributed to parent

 

(7,841

)

 

Pre-water acquisition depreciation expense attributed to parent

 

(6,485

)

 

Pre-water acquisition equity-based compensation expense attributed to parent

 

(1,079

)

 

Pre-water acquisition interest expense attributed to parent

 

(770

)

 

Adjusted EBITDA attributable to the Partnership

 

$

55,362

 

$

110,545

 

Less:

 

 

 

 

 

Cash interest paid, net — attributable to the Partnership

 

(1,038

)

(4,043

)

Cash reserved for payment of income tax withholding upon vesting of Antero Midstream equity—based compensation awards(1)

 

 

(1,000

)

Maintenance capital expenditures

 

(4,214

)

(4,638

)

Add:

 

 

 

 

 

Cash distribution to be received from unconsolidated affiliate(2)

 

 

2,221

 

Distributable cash flow

 

$

50,110

 

$

103,085

 

 

 

 

 

 

 

Total distributions declared

 

$

36,333

 

$

51,702

 

 

 

 

 

 

 

DCF coverage ratio

 

1.38x

 

1.99x

 

 

3



 


(1)         Estimate of current period portion of expected cash payment for income tax withholding attributable to vesting of Antero Midstream LTIP equity-based compensation awards to be paid in the fourth quarter of 2016.

(2)         Based on management estimate for the three months ended September 30, 2016.

 

Gathering and Compression During the third quarter, Antero Midstream added a total of 170 MMcf/d of compression capacity by adding additional horsepower to existing stations and placing in-service a 120 MMcf/d compressor station in the Marcellus Shale play.  Antero’s current compression capacity is approximately 1.0 Bcf/d in the Marcellus and Utica combined and compression capacity was 90% utilized in the third quarter. Additionally, Antero Midstream connected 21 wells from 6 pads to its Marcellus and Utica gathering systems during the quarter.  Antero Resources is currently operating five drilling rigs on Antero Midstream dedicated acreage.

 

Water Handling and Treatment Antero Midstream’s Marcellus and Utica fresh water delivery systems serviced 35 well completions during the third quarter of 2016, a 25% increase from the third quarter of 2015 and 13% increase sequentially.  Antero Resources is currently operating six completion crews on Antero Midstream dedicated acreage.

 

Balance Sheet and Liquidity

 

As of September 30, 2016, Antero Midstream had $170 million drawn on its $1.5 billion bank credit facility with current borrowing capacity of $1.2 billion, resulting in approximately $1.0 billion in available credit facility capacity.  Antero Midstream had $9 million of cash on its balance sheet and a consolidated net debt to trailing twelve months EBITDA of 2.2x as of September 30, 2016.  For a reconciliation of consolidated net debt to consolidated total debt, the most comparable GAAP measure, please read “Non-GAAP Financial Measures.”

 

Capital Spending

 

Capital expenditures were $115 million in the third quarter of 2016 as compared to $103 million in the third quarter of 2015.  Capital invested in gathering and compression assets was $56 million and capital invested in water handling and treatment assets was $59 million, including $52 million invested in the Antero Clearwater Facility.

 

Conference Call

 

Antero Midstream will hold a call on Thursday, October 27, 2016 at 10:00 am MT to discuss the 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 888-347-8204 (U.S.), 855-669-9657 (Canada), or 412-902-4229 (International) and reference “Antero Midstream”.  A telephone replay of the call will be available until Friday, November 4, 2016 at 10:00 am MT at 877-870-5176 (U.S.) or 858-384-5517 (International) using the passcode 10091485.

 

To access the live webcast and view the related earnings conference call presentation, visit Antero Midstream’s website at www.anteromidstream.com.  The webcast will be archived for replay on the Partnership’s website until Friday, November 4, 2016 at 10:00 am MT.

 

Presentation

 

An updated presentation will be posted to the Partnership’s website before the October 27, 2016 conference call. The presentation can be found at www.anteromidstream.com on the homepage.  Information on the Partnership’s website does not constitute a portion of this press release.

 

Non-GAAP Financial Measures

 

Antero Midstream views Adjusted EBITDA as an important indicator of the Partnership’s performance.  Antero Midstream defines Adjusted EBITDA as net income before equity-based compensation expense, interest expense, depreciation expense, accretion of contingent acquisition consideration, excluding pre-acquisition income and expenses attributable to the parent and equity in earnings of unconsolidated affiliate.

 

Antero Midstream uses Adjusted EBITDA to assess:

 

·                  the financial performance of the Partnership’s assets, without regard to financing methods in the case of Adjusted EBITDA, 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

 

4



 

·                  the viability of acquisitions and other capital expenditure projects.

 

The Partnership defines Distributable Cash Flow as Adjusted EBITDA less cash interest paid, income tax withholding payments and cash reserved for payments upon vesting of equity-based compensation awards and ongoing maintenance capital expenditures paid, excluding pre-acquisition amounts attributable to the parent, plus cash distributions to be received from unconsolidated affiliate.  Antero Midstream uses Distributable Cash Flow as a performance metric to 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. 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.

 

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

 

 

 

December 31,

 

September 30,

 

 

 

2015

 

2016

 

 

 

 

 

 

 

Bank credit facility

 

$

620,000

 

$

170,000

 

5.375% AM senior notes due 2024

 

 

650,000

 

Net unamortized debt issuance costs

 

 

(10,234

)

Consolidated total debt

 

$

620,000

 

$

809,766

 

Cash and cash equivalents

 

6,883

 

9,221

 

Consolidated net debt

 

$

613,117

 

$

800,545

 

 

The following table reconciles net income to adjusted EBITDA for the twelve months ended September 30, 2016 as used in this release (in thousands):

 

 

 

Twelve Months Ended
September 30,

 

 

 

2016

 

 

 

 

 

Net income

 

$

212,360

 

Add:

 

 

 

Interest expense

 

15,777

 

Depreciation expense

 

97,251

 

Accretion of contingent acquisition consideration

 

13,717

 

Equity-based compensation

 

24,176

 

Less:

 

 

 

Equity in earnings of unconsolidated affiliate

 

(2,027

)

Adjusted EBITDA

 

$

361,254

 

 

Antero Midstream Partners LP is a limited partnership that owns, operates and develops midstream gathering and compression assets located in West Virginia, Ohio and Pennsylvania, as well as integrated water assets that primarily service Antero Resources’ properties located in West Virginia and Ohio.

 

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 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.  Although the Partnership believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved.  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 cautions 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 control, incident to the gathering and compression and water handling and treatment business. These risks include, but are not limited to, 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 quarter ended December 31, 2015.

 

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

 

5



 

ANTERO MIDSTREAM PARTNERS LP

 

Condensed Combined Consolidated Balance Sheets

December 31, 2015 and September 30, 2016

(Unaudited)

(In thousands)

 

 

 

December 31,

 

September 30,

 

 

 

2015

 

2016

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

6,883

 

$

9,221

 

Accounts receivable—Antero

 

65,712

 

58,398

 

Accounts receivable—third party

 

2,707

 

1,243

 

Prepaid expenses

 

 

53

 

Total current assets

 

75,302

 

68,915

 

Property and equipment:

 

 

 

 

 

Gathering and compressions systems

 

1,485,835

 

1,638,748

 

Water handling and treatment systems

 

565,616

 

681,062

 

 

 

2,051,451

 

2,319,810

 

Less accumulated depreciation

 

(157,625

)

(231,724

)

Property and equipment, net

 

1,893,826

 

2,088,086

 

Investment in unconsolidated affiliate

 

 

47,071

 

Other assets, net

 

10,904

 

12,215

 

Total assets

 

$

1,980,032

 

$

2,216,287

 

Liabilities and partners’ capital

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

10,941

 

$

19,203

 

Accounts payable—Antero

 

2,138

 

2,237

 

Accrued capital expenditures

 

50,022

 

21,256

 

Accrued ad valorem taxes

 

7,195

 

3,272

 

Accrued liabilities

 

28,168

 

15,956

 

Other current liabilities

 

150

 

197

 

Total current liabilities

 

98,614

 

62,121

 

Long-term liabilities:

 

 

 

 

 

Long-term debt

 

620,000

 

809,766

 

Contingent acquisition consideration

 

178,049

 

188,433

 

Other

 

624

 

669

 

Total liabilities

 

897,287

 

1,060,989

 

 

 

 

 

 

 

Partners’ capital:

 

 

 

 

 

Common unitholders — public (59,286 units and 68,071 units issued and outstanding at December 31, 2015 and September 30, 2016, respectively)

 

1,351,317

 

1,394,727

 

Common unitholder — Antero (40,929 units and 32,929 units issued and outstanding at December 31, 2015 and September 30, 2016, respectively)

 

30,186

 

36,086

 

Subordinated unitholder - Antero (75,941 units issued and outstanding at December 31, 2015 and September 30, 2016)

 

(299,727

)

(280,322

)

General partner

 

969

 

4,807

 

Total partners’ capital

 

1,082,745

 

1,155,298

 

Total liabilities and partners’ capital

 

$

1,980,032

 

$

2,216,287

 

 

6



 

ANTERO MIDSTREAM PARTNERS LP

Condensed Combined Consolidated Statements of Operations and Comprehensive Income

Three Months Ended September 30, 2015, and 2016

(Unaudited)

(In thousands, except per unit amounts)

 

 

 

Three months ended September 30,

 

 

 

2015

 

2016

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

Gathering and compression—Antero

 

$

59,220

 

$

77,871

 

Water handling and treatment—Antero

 

21,819

 

72,411

 

Gathering and compression—third party

 

38

 

193

 

Water handling and treatment—third party

 

627

 

 

Total revenue

 

81,704

 

150,475

 

Operating expenses:

 

 

 

 

 

Direct operating

 

1,609

 

33,213

 

General and administrative (including $5,284 and $6,599 of equity-based compensation in 2015 and 2016, respectively)

 

13,842

 

13,316

 

Depreciation

 

21,561

 

26,136

 

Accretion of contingent acquisition consideration

 

 

3,527

 

Total operating expenses

 

37,012

 

76,192

 

Operating income

 

44,692

 

74,283

 

Interest expense, net

 

(2,044

)

(5,303

)

Equity in earnings of unconsolidated affiliate

 

 

1,544

 

Net income and comprehensive income

 

42,648

 

70,524

 

Pre-Water Acquisition net income attributed to parent

 

(7,841

)

 

General partner interest in net income attributable to incentive distribution rights

 

(295

)

(4,807

)

Limited partners’ interest in net income

 

$

34,512

 

$

65,717

 

Net income per limited partner unit:

 

 

 

 

 

Basic:

 

 

 

 

 

Common units

 

$

0.23

 

$

0.37

 

Subordinated units

 

$

0.22

 

$

0.37

 

Diluted:

 

 

 

 

 

Common units

 

$

0.23

 

$

0.37

 

Subordinated units

 

$

0.22

 

$

0.37

 

Weighted average number of limited partner units outstanding:

 

 

 

 

 

Basic:

 

 

 

 

 

Common units

 

78,018

 

100,454

 

Subordinated units

 

75,941

 

75,941

 

Diluted:

 

 

 

 

 

Common units

 

78,034

 

100,825

 

Subordinated units

 

75,941

 

75,941

 

 

7



 

ANTERO MIDSTREAM PARTNERS LP

Condensed Combined Consolidated Statements of Operations and Comprehensive Income

Nine Months Ended September 30, 2015, and 2016

(Unaudited)

(In thousands, except per unit amounts)

 

 

 

Nine months ended September 30,

 

 

 

2015

 

2016

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

Gathering and compression—Antero

 

$

168,056

 

$

218,938

 

Water handling and treatment—Antero

 

86,759

 

203,750

 

Gathering and compression—third party

 

38

 

669

 

Water handling and treatment—third party

 

778

 

 

Total revenue

 

255,631

 

423,357

 

Operating expenses:

 

 

 

 

 

Direct operating

 

38,830

 

124,951

 

General and administrative (including $17,663 and $19,366 of equity-based compensation in 2015 and 2016, respectively)

 

37,923

 

39,712

 

Depreciation

 

63,515

 

74,100

 

Accretion of contingent acquisition consideration

 

 

10,384

 

Total operating expenses

 

140,268

 

249,147

 

Operating income

 

115,363

 

174,210

 

Interest expense, net

 

(5,266

)

(12,885

)

Equity in earnings of unconsolidated affiliate

 

 

2,027

 

Net income and comprehensive income

 

110,097

 

163,352

 

Pre-Water Acquisition net income attributed to parent

 

(40,193

)

 

General partner interest in net income attributable to incentive distribution rights

 

(295

)

(9,387

)

Limited partners’ interest in net income

 

$

69,609

 

$

153,965

 

Net income per limited partner unit:

 

 

 

 

 

Basic:

 

 

 

 

 

Common units

 

$

0.46

 

$

0.87

 

Subordinated units

 

$

0.45

 

$

0.87

 

Diluted:

 

 

 

 

 

Common units

 

$

0.46

 

$

0.87

 

Subordinated units

 

$

0.45

 

$

0.87

 

Weighted average number of limited partner units outstanding:

 

 

 

 

 

Basic:

 

 

 

 

 

Common units

 

76,641

 

100,302

 

Subordinated units

 

75,941

 

75,941

 

Diluted:

 

 

 

 

 

Common units

 

76,657

 

100,365

 

Subordinated units

 

75,941

 

75,941

 

 

8


 


 

ANTERO MIDSTREAM PARTNERS LP

Combined Consolidated Results of Segment Operations

Three Months Ended September 30, 2015, and 2016

(Unaudited)

(In thousands)

 

 

 

 

 

Water

 

 

 

 

 

Gathering and

 

Handling and

 

Consolidated

 

 

 

Compression

 

Treatment

 

Total

 

Three months ended September 30, 2015

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Revenue - Antero

 

$

59,220

 

$

21,819

 

$

81,039

 

Revenue - third-party

 

38

 

627

 

665

 

Total revenues

 

59,258

 

22,446

 

81,704

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Direct operating

 

(3,164

)

4,773

 

1,609

 

General and administrative

 

11,265

 

2,577

 

13,842

 

Depreciation

 

15,076

 

6,485

 

21,561

 

Total expenses

 

23,177

 

13,835

 

37,012

 

 

 

 

 

 

 

 

 

Operating income

 

$

36,081

 

$

8,611

 

$

44,692

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,395,057

 

$

487,734

 

$

1,882,791

 

Additions to property and equipment

 

$

82,751

 

$

48,381

 

$

131,132

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2016

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Revenue - Antero

 

$

77,871

 

$

72,411

 

$

150,282

 

Revenue - third-party

 

193

 

 

193

 

Total revenues

 

78,064

 

72,411

 

150,475

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Direct operating

 

4,692

 

28,521

 

33,213

 

General and administrative

 

10,281

 

3,035

 

13,316

 

Depreciation

 

18,298

 

7,838

 

26,136

 

Accretion of contingent acquisition consideration

 

 

3,527

 

3,527

 

Total expenses

 

33,271

 

42,921

 

76,192

 

 

 

 

 

 

 

 

 

Operating income

 

$

44,793

 

$

29,490

 

$

74,283

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,653,292

 

$

562,995

 

$

2,216,287

 

Additions to property and equipment

 

$

55,800

 

$

58,730

 

$

114,530

 

 

9



 

ANTERO MIDSTREAM PARTNERS LP

Combined Consolidated Results of Segment Operations

Nine Months Ended September 30, 2015, and 2016

(Unaudited)

(In thousands)

 

 

 

 

 

Water

 

 

 

 

 

Gathering and

 

Handling and

 

Consolidated

 

 

 

Compression

 

Treatment

 

Total

 

Nine months ended September 30, 2015

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Revenue - Antero

 

$

168,056

 

$

86,759

 

$

254,815

 

Revenue - third-party

 

38

 

778

 

816

 

Total revenues

 

168,094

 

87,537

 

255,631

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Direct operating

 

19,817

 

19,013

 

38,830

 

General and administrative

 

30,685

 

7,238

 

37,923

 

Depreciation

 

44,748

 

18,767

 

63,515

 

Total expenses

 

95,250

 

45,018

 

140,268

 

 

 

 

 

 

 

 

 

Operating income

 

$

72,844

 

$

42,519

 

$

115,363

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,395,057

 

$

487,734

 

$

1,882,791

 

Additions to property and equipment

 

$

242,549

 

$

81,646

 

$

324,195

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2016

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Revenue - Antero

 

$

218,938

 

$

203,750

 

$

422,688

 

Revenue - third-party

 

669

 

 

669

 

Total revenues

 

219,607

 

203,750

 

423,357

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Direct operating

 

19,758

 

105,193

 

124,951

 

General and administrative

 

29,755

 

9,957

 

39,712

 

Depreciation

 

52,125

 

21,975

 

74,100

 

Accretion of contingent acquisition consideration

 

 

10,384

 

10,384

 

Total expenses

 

101,638

 

147,509

 

249,147

 

 

 

 

 

 

 

 

 

Operating income

 

$

117,969

 

$

56,241

 

$

174,210

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,653,292

 

$

562,995

 

$

2,216,287

 

Additions to property and equipment

 

$

152,769

 

$

137,355

 

$

290,124

 

 

10


 


 

ANTERO MIDSTREAM PARTNERS LP

Selected Operating Data

Three Months Ended September 30, 2015, and 2016

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

Amount of

 

 

 

 

 

Three months ended September 30,

 

Increase

 

Percentage

 

 

 

2015

 

2016

 

(Decrease)

 

Change

 

 

 

($ in thousands, except average realized fees)

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Revenue - Antero

 

$

81,039

 

$

150,282

 

$

69,243

 

85

%

Revenue - third-party

 

665

 

193

 

(472

)

(71

)%

Total revenue

 

81,704

 

150,475

 

68,771

 

84

%

Operating expenses:

 

 

 

 

 

 

 

 

 

Direct operating

 

1,609

 

33,213

 

31,604

 

1,964

%

General and administrative (before equity-based compensation)

 

8,558

 

6,717

 

(1,841

)

(22)

%

Equity-based compensation

 

5,284

 

6,599

 

1,315

 

25

%

Depreciation

 

21,561

 

26,136

 

4,575

 

21

%

Accretion of contingent acquisition consideration

 

 

3,527

 

3,527

 

*

 

Total operating expenses

 

37,012

 

76,192

 

39,180

 

106

%

Operating income

 

44,692

 

74,283

 

29,591

 

66

%

Interest expense

 

(2,044

)

(5,303

)

(3,259

)

159

%

Equity in earnings of unconsolidated affiliate

 

 

1,544

 

1,544

 

*

 

Net income

 

$

42,648

 

$

70,524

 

$

27,876

 

65

%

Adjusted EBITDA

 

$

71,537

 

$

110,545

 

$

39,008

 

55

%

Operating Data:

 

 

 

 

 

 

 

 

 

Gathering—low pressure (MMcf)

 

95,471

 

131,625

 

36,154

 

38

%

Gathering—high pressure (MMcf)

 

111,896

 

124,266

 

12,370

 

11

%

Compression (MMcf)

 

40,063

 

71,470

 

31,407

 

78

%

Condensate gathering (MBbl)

 

263

 

48

 

(215

)

(82

)%

Fresh water distribution (MBbl)

 

6,168

 

12,895

 

6,727

 

109

%

Waste water handling and treatment (MBbl)

 

 

2,577

 

2,577

 

*

 

Wells serviced by fresh water distribution

 

28

 

35

 

7

 

25

%

Gathering—low pressure (MMcf/d)

 

1,038

 

1,431

 

393

 

38

%

Gathering—high pressure (MMcf/d)

 

1,216

 

1,351

 

135

 

11

%

Compression (MMcf/d)

 

435

 

777

 

342

 

78

%

Condensate gathering (MBbl/d)

 

3

 

1

 

(2

)

(82

)%

Fresh water distribution (MBbl/d)

 

67

 

140

 

73

 

109

%

Waste water handling and treatment (MBbl/d)

 

 

28

 

28

 

*

 

Average realized fees:

 

 

 

 

 

 

 

 

 

Average gathering—low pressure fee ($/Mcf)

 

$

0.31

 

$

0.31

 

$

 

*

 

Average gathering—high pressure fee ($/Mcf)

 

$

0.19

 

$

0.19

 

$

 

*

 

Average compression fee ($/Mcf)

 

$

0.19

 

$

0.19

 

$

 

*

 

Average gathering—condensate fee ($/Bbl)

 

$

4.16

 

$

4.17

 

$

0.01

 

*

 

Average fresh water distribution fee - Antero ($/Bbl)

 

$

3.62

 

$

3.68

 

$

0.06

 

2

%

 

11



 

ANTERO MIDSTREAM PARTNERS LP

Selected Operating Data

Nine Months Ended September 30, 2015, and 2016

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

Amount of

 

 

 

 

 

Nine months ended September 30,

 

Increase

 

Percentage

 

 

 

2015

 

2016

 

(Decrease)

 

Change

 

 

 

($ in thousands, except average realized fees)

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Revenue - Antero

 

$

254,815

 

$

422,688

 

$

167,873

 

66

%

Revenue - third-party

 

816

 

669

 

(147

)

(18)

%

Total revenue

 

255,631

 

423,357

 

167,726

 

66

%

Operating expenses:

 

 

 

 

 

 

 

 

 

Direct operating

 

38,830

 

124,951

 

86,121

 

222

%

General and administrative (before equity-based compensation)

 

20,260

 

20,346

 

86

 

*

 

Equity-based compensation

 

17,663

 

19,366

 

1,703

 

10

%

Depreciation

 

63,515

 

74,100

 

10,585

 

17

%

Accretion of contingent acquisition consideration

 

 

10,384

 

10,384

 

*

 

Total operating expenses

 

140,268

 

249,147

 

108,879

 

78

%

Operating income

 

115,363

 

174,210

 

58,847

 

51

%

Interest expense

 

(5,266

)

(12,885

)

(7,619

)

145

%

Equity in earnings of unconsolidated affiliate

 

 

2,027

 

2,027

 

*

 

Net income

 

$

110,097

 

$

163,352

 

$

53,255

 

48

%

Adjusted EBITDA

 

$

196,541

 

$

278,060

 

$

81,519

 

41

%

Operating Data:

 

 

 

 

 

 

 

 

 

Gathering—low pressure (MMcf)

 

267,442

 

373,338

 

105,896

 

40

%

Gathering—high pressure (MMcf)

 

322,930

 

349,440

 

26,510

 

8

%

Compression (MMcf)

 

113,583

 

186,406

 

72,823

 

64

%

Condensate gathering (MBbl)

 

751

 

498

 

(253

)

(34

)%

Fresh water distribution (MBbl)

 

24,034

 

31,341

 

7,307

 

30

%

Waste water handling and treatment (MBbl)

 

 

7,621

 

7,621

 

*

 

Wells serviced by fresh water distribution

 

89

 

96

 

7

 

8

%

Gathering—low pressure (MMcf/d)

 

980

 

1,363

 

383

 

40

%

Gathering—high pressure (MMcf/d)

 

1,183

 

1,275

 

92

 

8

%

Compression (MMcf/d)

 

416

 

680

 

264

 

64

%

Condensate gathering (MBbl/d)

 

3

 

2

 

(1

)

(34

)%

Fresh water distribution (MBbl/d)

 

88

 

114

 

26

 

30

%

Waste water handling and treatment (MBbl/d)

 

 

28

 

28

 

*

 

Average realized fees:

 

 

 

 

 

 

 

 

 

Average gathering—low pressure fee ($/Mcf)

 

$

0.31

 

$

0.31

 

$

 

*

 

Average gathering—high pressure fee ($/Mcf)

 

$

0.19

 

$

0.19

 

$

 

*

 

Average compression fee ($/Mcf)

 

$

0.19

 

$

0.19

 

$

 

*

 

Average gathering—condensate fee ($/Bbl)

 

$

4.16

 

$

4.17

 

$

0.01

 

*

 

Average fresh water distribution fee - Antero ($/Bbl)

 

$

3.63

 

$

3.68

 

$

0.05

 

1

%

 

12



 

ANTERO MIDSTREAM PARTNERS LP

Condensed Combined Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2015, and 2016

(Unaudited)

(In thousands)

 

 

 

Nine months ended September 30,

 

 

 

2015

 

2016

 

Cash flows provided by (used in) operating activities:

 

 

 

 

 

Net income

 

$

110,097

 

$

163,352

 

Adjustment to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

63,515

 

74,100

 

Accretion of contingent acquisition consideration

 

 

10,384

 

Equity-based compensation

 

17,663

 

19,366

 

Equity in earnings of unconsolidated affiliate

 

 

(2,027

)

Amortization of deferred financing costs

 

774

 

1,185

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable—Antero

 

1,963

 

7,314

 

Accounts receivable—third party

 

4,910

 

1,464

 

Prepaid expenses

 

457

 

(53

)

Accounts payable

 

673

 

1,467

 

Accounts payable—Antero

 

781

 

99

 

Accrued ad valorem tax

 

62

 

(3,923

)

Accrued liabilities

 

(1,336

)

(13,593

)

Net cash provided by operating activities

 

199,559

 

259,135

 

Cash flows provided by (used in) investing activities:

 

 

 

 

 

Additions to gathering and compression systems

 

(242,549

)

(152,769

)

Additions to water handling and treatment systems

 

(81,646

)

(137,355

)

Investment in unconsolidated affiliate

 

 

(45,044

)

Change in other assets

 

10,883

 

(2,409

)

Net cash used in investing activities

 

(313,312

)

(337,577

)

Cash flows provided by (used in) financing activities:

 

 

 

 

 

Deemed distribution to Antero, net

 

(43,723

)

 

Distributions to Antero

 

(633,457

)

 

Distributions to unitholders

 

(70,519

)

(129,752

)

Issuance of senior notes

 

 

650,000

 

Borrowings (repayments) on bank credit facilities, net

 

410,000

 

(450,000

)

Issuance of common units, net of offering costs

 

240,972

 

19,605

 

Payments of deferred financing costs

 

(1,956

)

(8,940

)

Other

 

(246

)

(133

)

Net cash provided by (used in) financing activities

 

(98,929

)

80,780

 

Net increase (decrease) in cash and cash equivalents

 

(212,682

)

2,338

 

Cash and cash equivalents, beginning of period

 

230,192

 

6,883

 

Cash and cash equivalents, end of period

 

$

17,510

 

$

9,221

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for interest

 

$

4,725

 

$

11,751

 

Supplemental disclosure of noncash investing activities:

 

 

 

 

 

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

 

$

21,962

 

$

(21,971

)

 

13