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 statement 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 GP LP (“AMGP”) as of and for the year ended December 31, 2018 and (ii) the audited consolidated financial statements of Antero Midstream Partners LP (“Antero Midstream”) as of and for the year ended December 31, 2018, adjusted to reflect the acquisition of Antero Midstream by AMGP.

 

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) a wholly owned subsidiary of New AM merged with and into Antero Midstream, with Antero Midstream surviving such merger as an indirect, wholly owned subsidiary of New AM (the “Merger”) and (iii) New AM exchanged each issued and outstanding Series B Unit (each, a “Series B Unit”) representing a membership interest in Antero IDR Holdings LLC (“IDR Holdings”) 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 (“New AM 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 outstanding common share representing limited partner interests in AMGP (each, an “AMGP Common Share”) outstanding immediately prior to the Conversion;

·                  the issuance by New AM of 10,000 shares of Series A Non-Voting Perpetual Preferred Stock of New AM (the “New AM Preferred Stock”) to Antero Midstream Preferred Co LLC, 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 common units representing limited partner interests in Antero Midstream (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 unitholders of Antero Midstream other than Antero Resources (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 held;

·                  the issuance by New AM of approximately 17.35 million shares of New AM Common Stock in exchange for all Series B Units in the Series B Exchange;

·                  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 was 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 New AM Common Stock based on the closing sales price of the AMGP Common Shares at March 12, 2019, the additional charge is approximately $31 million, which will be amortized over the remainder of 2019.

 

AMGP was the sole member of Antero Midstream Partners GP LLC, 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 holders of Series B Units 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 former Antero Midstream unitholders now collectively own

 


 

a majority of the outstanding New AM Common Stock. The unaudited pro forma condensed combined financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in AMGP’s and Antero Midstream’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 statement 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 AMGP. The Transactions have been accounted for as a business combination under ASC 850 — Business Combinations.

 

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 Combined Balance Sheet

December 31, 2018

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

Antero

 

Antero

 

 

 

Antero

 

 

 

Midstream

 

Midstream

 

Pro Forma

 

Midstream

 

 

 

GP LP

 

Partners 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

 

87

 

21,513

 

(20,690

)(e)

910

 

Total current assets

 

2,909

 

138,435

 

(20,690

)

120,654

 

Property and equipment, net

 

 

2,958,415

 

680,734

(e)

3,639,149

 

Deferred tax assets

 

1,304

 

 

 

1,304

 

Investment in unconsolidated affiliates

 

43,492

 

433,642

 

596,037

(a)(e)

1,073,171

 

Customer relationships

 

 

 

558,000

(e)

558,000

 

Goodwill

 

 

 

1,174,387

(e)

1,174,387

 

Other assets, net

 

 

15,925

 

 

15,925

 

Total assets

 

$

47,705

 

3,546,417

 

2,988,468

 

6,582,590

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable—Antero Resources

 

$

731

 

4,141

 

 

4,872

 

Accounts payable—third party

 

27

 

21,372

 

 

21,399

 

Taxes payable

 

15,678

 

 

 

15,678

 

Accrued liabilities

 

408

 

72,121

 

 

72,529

 

Asset retirement obligations

 

 

1,817

 

 

1,817

 

Other current liabilities

 

 

235

 

 

235

 

Total current liabilities

 

16,844

 

99,686

 

 

116,530

 

Non-current liabilities:

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

1,632,147

 

604,551

(d)(e)

2,236,698

 

Contingent acquisition consideration

 

 

114,995

 

 

114,995

 

Asset retirement obligations

 

 

5,791

 

 

5,791

 

Other

 

 

2,290

 

 

2,290

 

Total liabilities

 

16,844

 

1,854,909

 

604,551

 

2,476,304

 

Equity:

 

 

 

 

 

 

 

 

 

Partners’ capital

 

30,861

 

1,691,508

 

(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

 

 

 

4,101,278

(c)

4,101,278

 

Total stockholders’ equity

 

30,861

 

1,691,508

 

2,383,917

 

4,106,286

 

Total liabilities and stockholders’ equity

 

$

47,705

 

3,546,417

 

2,988,468

 

6,582,590

 

 

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

 


 

ANTERO MIDSTREAM CORPORATION

Unaudited Pro Forma Condensed Combined 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

 

 

 

GP LP

 

Partners 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

 

Amortization of customer relationships

 

 

 

(34,227

)(g)

(34,227

)

Total revenues

 

142,906

 

1,028,522

 

(177,133

)

994,295

 

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)

 

43,851

 

61,629

 

(12,136

)(o)

93,344

 

Impairment of property and equipment

 

 

5,771

 

 

5,771

 

Depreciation

 

 

130,013

 

47,700

(h)

177,713

 

Accretion and change in fair value of contingent acquisition consideration

 

 

(93,019

)

 

(93,019

)

Accretion of asset retirement obligations

 

 

135

 

 

135

 

Total operating expenses

 

43,851

 

420,952

 

35,564

 

500,367

 

Operating income

 

99,055

 

607,570

 

(212,697

)

493,928

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(136

)

(61,906

)

(21,752

)(i)(n)

(83,794

)

Equity in earnings of unconsolidated affiliates

 

 

40,280

 

(12,002

)(j)

28,278

 

Income before income taxes

 

98,919

 

585,944

 

(246,451

)

438,412

 

Provision for income taxes (expense) benefit:

 

 

 

 

 

 

 

 

 

Current

 

(33,615

)

 

33,615

 

 

Deferred

 

1,304

 

 

(111,108

)(k)

(109,804

)

Total income taxes

 

(32,311

)

 

(77,493

)

(109,804

)

 

 

 

 

 

 

 

 

 

 

Net income attributable to incentive distribution rights

 

 

(142,906

)

142,906

(l)

 

Net income and comprehensive income

 

66,608

 

443,038

 

(181,038

)

328,608

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to vested Series B units

 

(5,236

)

 

5,236

(m)

 

Net income attributable to common shareholders or unitholders

 

$

61,372

 

443,038

 

(175,802

)

328,608

 

 

 

 

 

 

 

 

 

 

 

Net income per common share or unit—basic

 

$

2.38

 

0.33

 

 

 

0.66

 

Net income per common share or unit—diluted

 

$

2.38

 

0.33

 

 

 

0.65

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares or units outstanding—basic

 

186,203

 

187,048

 

313,795

(c)

500,843

 

Weighted average number of common shares or units outstanding—diluted

 

186,203

 

187,398

 

320,334

(c)

507,732

 

 

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

 


 

ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Pro Forma Condensed Combined 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 statement of operations and comprehensive income.

 

The Transactions have been accounted for as an acquisition by AMGP of Antero Midstream under ASC 805 — Business Combinations, and accounted for as a business combination, with the assumed assets and liabilities of Antero Midstream recorded at fair value.  Dividends related to the Series A Non-Voting Preferred Stock are considered to be de minimis to the net income per common share calculations, and therefore, are not reflected in the pro forma adjustments.

 

(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 Series A Non-Voting Preferred Stock to Preferred Co for consideration of $0.01 per share.  Dividends related to the Series A Non-Voting Preferred Stock are considered to be de minimis to the net income per common share calculations and therefore, are not reflected in the pro forma adjustments.

 

(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 New AM 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 Common 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 allocation of the purchase price to the fair value of the Antero Midstream assets and liabilities.

 

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

 

(g)         Adjustment reflects the amortization of the customer relationships intangible asset.

 

(h)         Adjustment reflects additional depreciation expense related to the fair value adjustment to property and equipment.

 

(i)            Adjustment reflects amortization of the fair value adjustment to long-term debt.

 

(j)            Adjustment reflects a reduction in equity in earnings of affiliates for the amortization of the customer relationship intangible assets and depreciation related to the fair value adjustments to property and equipment, inherent within the fair value adjustment to investments in unconsolidated affiliates.

 

(k)         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 approximately 25% for year ended December 31, 2018, as well as a reclassification of AMGP’s current income tax expense to deferred income tax expense.  The pro forma adjustments to income taxes are treated as deferred income tax expense as the tax treatment of the Transactions results in an increase in the depreciable and amortizable basis in Antero Midstream’s assets for tax purposes.

 

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

 

(m)      Adjustment reflects the elimination of net income attributable to vested Series B Units.

 

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

 

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