Exhibit 99.4

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Set forth below are the unaudited pro forma condensed combined balance sheet of New AM (as defined below) as of December 31, 2018, and the unaudited pro forma condensed combined statements of operations and comprehensive income of New AM for the year ended December 31, 2018. The unaudited pro forma condensed combined financial statements have been derived from (i) the audited consolidated financial statements of Antero Midstream Partners LP (“Antero Midstream”) as of and for the year ended December 31, 2018 and (ii) the audited consolidated financial statements of Antero Midstream GP LP (“AMGP”) as of and for the year ended December 31, 2018, adjusted to reflect the reverse acquisition of AMGP by Antero Midstream.

 

On March 12, 2019, pursuant to that certain Simplification Agreement, dated October 9, 2018 (the “Simplification Agreement”), (i) AMGP converted from a limited partnership to a corporation under the laws of the State of Delaware (the “Conversion”) and changed its name to Antero Midstream Corporation (“New AM”), (ii) New AM merged its wholly owned subsidiary with and into Antero Midstream, with Antero Midstream surviving such merger as New AM’s indirect, wholly owned subsidiary (the “Merger”) and (iii) New AM exchanged each issued and outstanding Series B Unit representing a membership interest in Antero IDR Holdings LLC for 176.0041 shares of New AM common stock (the “Series B Exchange”) and, together with the Conversion, the Merger and the other transactions contemplated by the Simplification Agreement, (the “Transactions”).  As a result of the Transactions, Antero Midstream is now a wholly owned subsidiary of New AM and former shareholders of AMGP, unitholders of Antero Midstream, including Antero Resources Corporation (“Antero Resources”), and holders of Series B Units now own New AM’s common stock.

 

As discussed further in the notes to the unaudited pro forma condensed combined financial statements, the Transactions include:

 

·                  the issuance by New AM of one share of New AM Common Stock for each AMGP Common Share outstanding immediately prior to the Conversion;

 

·                  the issuance by New AM of 10,000 shares of New AM Preferred Stock to Arkrose Midstream NewCo Inc., a wholly owned subsidiary of AMGP, (“Preferred Co”) for consideration of $0.01 per share;

 

·                  the issuance by New AM of approximately 158.4 million shares of New AM Common Stock in exchange for all the Antero Midstream Common Units held by Antero Resources, which assumes that Antero Resources receives $3.00 in cash and 1.6023 shares of New AM Common Stock for each Antero Midstream Common Unit held;

 

·                  the issuance by New AM of approximately 144.6 million shares of New AM Common Stock in exchange for all Antero Midstream Common Units held by the Antero Midstream Public Unitholders, which assumes that Antero Midstream Public Unitholders receive $3.415 in cash and 1.6350 shares of New AM Common Stock for each Antero Midstream Common Unit hold;

 

·                  the issuance by New AM of approximately 17.35 million shares of New AM Common Stock in exchange for all Series B units representing membership interests in Antero IDR Holdings LLC;

 

·                  the payment of cash consideration of approximately $599 million from borrowings under Antero Midstream’s revolving credit facility; and

 

·                  the elimination of the burden of Antero Midstream’s incentive distribution rights.

 

No effect was given to the conversion of phantom unit awards outstanding under Antero Midstream’s long-term incentive plan, which awards were converted into restricted stock units of New AM, with substantially the same terms and conditions (including with respect to vesting) applicable to such Antero Midstream phantom unit award. The issuance of New AM Common Stock for unvested Series B Units will result in an additional charge to equity-based compensation expense from the date of the completion of the Transactions through December 31, 2019. The increase in value will be calculated based on the value of the New AM Common Stock transferred for the Series B Units relative to the value of the Series B Units immediately prior to the Series B Exchange. Based on the value of the Series B Units and assuming a value of the Antero Midstream Corporation Common Stock based on the closing sales price of the Antero Midstream GP LP (“AMGP”) Common Shares at December 31, 2018, the additional charge would be approximately $28 million, which would be amortized over the remainder of 2019.

 

AMGP was the sole member of AMP GP, the general partner of Antero Midstream, and also controlled the incentive distribution rights in Antero Midstream through its ownership interest in IDR Holdings (subject to the rights of the Series B Holders to receive distributions in respect of their Series B Units). As a result of the Merger, Antero Midstream became an indirect, wholly owned subsidiary of New AM, and the Antero Midstream unitholders now collectively own a majority of the outstanding New AM Common Stock. This resulted in Antero Midstream Corporation acquiring the incentive distribution rights of Antero Midstream that were previously held by AMGP. The unaudited pro forma condensed combined financial statements should be read in conjunction

 


 

with the audited consolidated financial statements and related notes included in Antero Midstream’s and AMGP’s respective Annual Reports on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission.

 

The unaudited pro forma condensed combined financial statements were prepared as if the Transactions had occurred on December 31, 2018 in the case of the unaudited pro forma condensed combined balance sheet and as of January 1, 2018 in the case of the unaudited pro forma condensed combined statements of operations and comprehensive income. We derived the following unaudited pro forma condensed combined financial statements by applying pro forma adjustments to the historical consolidated financial statements of Antero Midstream. The Merger has been accounted for as a reverse acquisition whereby Antero Midstream was the accounting acquirer of AMGP. Under ASC 850 — Business Combinations, this reverse acquisition has been accounted for as an asset acquisition rather than a business combination.

 

The pro forma adjustments are based upon currently available information and certain estimates and assumptions; therefore, actual results may differ from the pro forma adjustments. We believe, however, that the assumptions provide a reasonable basis for presenting the significant effects of the Transactions and are factually supportable, directly attributable and are expected to have a continuing impact on New AM’s profit and loss and that the pro forma adjustments give appropriate effect to management’s assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. The notes to the unaudited pro forma condensed combined financial statements provide a detailed discussion of how such adjustments were derived and presented in the unaudited pro forma condensed combined financial statements.

 

The unaudited pro forma condensed combined financial statements are presented for informational purposes only. The unaudited pro forma condensed combined financial statements do not purport to represent what the results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated and they do not purport to project the results of operations or financial condition for any future period or as of any future date.

 


 

ANTERO MIDSTREAM CORPORATION

Unaudited Pro Forma Condensed Consolidated Balance Sheet

December 31, 2018

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

Antero

 

Antero

 

 

 

Antero

 

 

 

Midstream

 

Midstream

 

Pro Forma

 

Midstream

 

 

 

Partners LP

 

GP LP

 

Adjustments

 

Corporation

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash

 

$

 

2,822

 

 

2,822

 

Accounts receivable—Antero Resources

 

115,378

 

 

 

115,378

 

Accounts receivable—third party

 

1,544

 

 

 

1,544

 

Prepaid expenses and other current assets

 

21,513

 

87

 

 

21,600

 

Total current assets

 

138,435

 

2,909

 

 

141,344

 

Property and equipment, net

 

2,958,415

 

 

 

2,958,415

 

Deferred tax assets

 

 

1,304

 

708,000

(e)

709,304

 

Investment in unconsolidated affiliates

 

433,642

 

43,492

 

(43,492

)(a)

433,642

 

Other assets, net

 

15,925

 

 

 

15,925

 

Total assets

 

$

3,546,417

 

47,705

 

664,508

 

4,258,630

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable—Antero Resources

 

$

4,141

 

731

 

 

4,872

 

Accounts payable—third party

 

21,372

 

27

 

 

21,399

 

Taxes payable

 

 

15,678

 

 

15,678

 

Accrued liabilities

 

72,121

 

408

 

 

72,529

 

Asset retirement obligations

 

1,817

 

 

 

1,817

 

Other current liabilities

 

235

 

 

 

235

 

Total current liabilities

 

99,686

 

16,844

 

 

116,530

 

Non-current liabilities:

 

 

 

 

 

 

 

 

 

Long-term debt

 

1,632,147

 

 

598,701

(d)

2,230,848

 

Contingent acquisition consideration

 

114,995

 

 

 

114,995

 

Asset retirement obligations

 

5,791

 

 

 

5,791

 

Other

 

2,290

 

 

 

2,290

 

Total liabilities

 

1,854,909

 

16,844

 

598,701

 

2,470,454

 

Equity:

 

 

 

 

 

 

 

 

 

Partners’ capital

 

1,691,508

 

30,861

 

(1,722,369

)(c)

 

Series A Non-Voting Preferred Stock, $0.01 par value, 10,000 shares issued and outstanding

 

 

 

(b)

 

Common stock, $0.01 par value; 500,842,558 shares issued and outstanding at December 31, 2018 on a Pro Forma Combined Basis

 

 

 

5,008

(c)

5,008

 

Additional paid-in capital

 

 

 

1,783,168

(c)

1,783,168

 

Total stockholders’ equity

 

1,691,508

 

30,861

 

65,807

 

1,788,176

 

Total liabilities and stockholders’ equity

 

$

3,546,417

 

47,705

 

664,508

 

4,258,630

 

 

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

 


 

ANTERO MIDSTREAM CORPORATION

Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income

Year Ended December 31, 2018

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

Antero

 

Antero

 

 

 

Antero

 

 

 

Midstream

 

Midstream

 

Pro Forma

 

Midstream

 

 

 

Partners LP

 

GP LP

 

Adjustments

 

Corporation

 

Revenues:

 

 

 

 

 

 

 

 

 

Equity in earnings of Antero Midstream Partners LP

 

$

 

142,906

 

(142,906

)(f)

 

Gathering and compression—Antero Resources

 

520,566

 

 

 

520,566

 

Water handling and treatment—Antero Resources

 

506,449

 

 

 

506,449

 

Water handling and treatment—third party

 

924

 

 

 

924

 

Gain on sale of assets—Antero Resources

 

583

 

 

 

583

 

Total revenues

 

1,028,522

 

142,906

 

(142,906

)

1,028,522

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Direct operating

 

316,423

 

 

 

316,423

 

General and administrative (including $21,073 and $35,311 of equity-based compensation for AM and AMGP, respectively)

 

61,629

 

43,851

 

(12,136

)(k)

93,344

 

Impairment of property and equipment

 

5,771

 

 

 

5,771

 

Depreciation

 

130,013

 

 

 

130,013

 

Accretion and change in fair value of contingent acquisition consideration

 

(93,019

)

 

 

(93,019

)

Accretion of asset retirement obligations

 

135

 

 

 

135

 

Total operating expenses

 

420,952

 

43,851

 

(12,136

)

452,667

 

Operating income

 

607,570

 

99,055

 

(130,770

)

575,855

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(61,906

)

(136

)

(22,631

)(j)

(84,673

)

Equity in earnings of unconsolidated affiliates

 

40,280

 

 

 

40,280

 

Income before income taxes

 

585,944

 

98,919

 

(153,401

)

531,462

 

Provision for income taxes (expense) benefit:

 

 

 

 

 

 

 

 

 

Current

 

 

(33,615

)

 

(33,615

)

Deferred

 

 

1,304

 

(110,374

)(g)

(109,070

)

Total income taxes

 

 

(32,311

)

(110,374

)

(142,685

)

 

 

 

 

 

 

 

 

 

 

Net income attributable to incentive distribution rights

 

(142,906

)

 

142,906

(h)

 

Net income and comprehensive income

 

443,038

 

66,608

 

(120,869

)

388,777

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to vested Series B units

 

 

(5,236

)

5,236

(i)

 

Net income attributable to common shareholders or unitholders

 

$

443,038

 

61,372

 

(115,633

)

388,777

 

 

 

 

 

 

 

 

 

 

 

Net income per common share or unit—basic

 

$

2.37

 

0.33

 

 

 

0.78

 

Net income per common share or unit—diluted

 

$

2.36

 

0.33

 

 

 

0.77

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares or units outstanding—basic

 

187,048

 

186,203

 

314,640

(c)

500,843

 

Weighted average number of common shares or units outstanding—diluted

 

187,398

 

186,203

 

321,529

(c)

507,732

 

 

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

 


 

ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

December 31, 2018

 

(1)  Basis of Presentation

 

The unaudited pro forma condensed combined financial statements were prepared as if the Transactions had occurred on December 31, 2018 in the case of the unaudited pro forma condensed combined balance sheet and as of January 1, 2018 in the case of the unaudited pro forma condensed combined statements of operations and comprehensive income.

 

The Transactions have been accounted for as a reverse acquisition of AMGP, which does not meet the definition of a business under ASC 805 — Business Combinations, by Antero Midstream and accounted for as an asset acquisition, with the historical carrying values of the assets and liabilities carried forward.  The presentation of the pro forma condensed combined financial statements is subject to a final determination of the acquirer for accounting purposes.  Should it be determined that AMGP is the acquirer rather than Antero Midstream, the pro forma adjustments would include an increase in the carrying value of the assets of Antero Midstream of approximately $2.6 billion and  a decrease in deferred tax assets of approximately $705 million as of December 31, 2018, an increase in depreciation and amortization expense of approximately $59 million, a decrease in equity in earnings of unconsolidated affiliates of approximately $6 million, and a decrease in income tax expense of approximately $16 million for the year ended December 31, 2018, compared to the pro forma financial statements as presented herein.

 

(2)  Pro Forma Adjustments and Assumptions

 

(a)         Adjustment reflects the elimination of AMGP’s equity investment in Antero Midstream.

 

(b)         Adjustment reflects the issuance of 10,000 shares of New AM Preferred Stock to Preferred Co for consideration of $0.01 per share.

 

(c)          Adjustment reflects the issuance of approximately 186.2 million shares of New AM Common Stock in connection with the Conversion, the issuance of approximately 303.1 million shares of Antero Midstream Corporation Common Stock and the payment of approximately $599 million in cash in connection with the Merger, the issuance of approximately 17.35 million shares of New AM Stock in connection with the Series B Exchange, transaction costs, and the increase in deferred tax assets.

 

(d)         Adjustment reflects the incurrence of approximately $599 million of borrowings under Antero Midstream’s revolving credit facility to fund the cash consideration in the Merger.

 

(e)          Adjustment reflects the increase in deferred tax assets resulting from the tax treatment of the Transactions, which will result in an increase in the depreciable and amortizable basis in Antero Midstream’s assets for tax purposes over the amounts reported in the financial statements.

 

(f)            Adjustment reflects the elimination of AMGP’s equity in earnings in Antero Midstream.

 

(g)         Adjustment reflects an increase in income taxes resulting from the adjusted combined pro forma pre-tax income, adjusted for the effects of permanent book to tax differences, based on the estimated blended federal and state statutory tax rate of 25% for year ended December 31, 2018. Because of the deferred tax assets resulting from the tax treatment of the Transactions, the pro forma adjustments to increase income taxes are treated as deferred income tax expense.

 

(h)         Adjustment reflects the elimination of the burden of Antero Midstream’s incentive distribution rights in Antero Midstream’s distributions.

 

(i)            Adjustment reflects the elimination of net income attributable to vested Series B units.

 

(j)            Adjustment reflects additional interest expense due to the increase in outstanding indebtedness, assuming an effective interest rate of 3.8%.

 

(k)         Adjustment reflects a reduction to general and administrative expenses for expenses of the Transactions charged to expense.