UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (IRS Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act: | ||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated Filer ◻ | ||
Non-accelerated Filer ◻ | Smaller Reporting Company | |
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
The registrant had
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |||
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1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. When considering these forward-looking statements, investors should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
● | Antero Resources Corporation’s (“Antero Resources”) expected production and development plan; |
● | impacts to producer customers of insufficient storage capacity; |
● | our ability to execute our business strategy; |
● | our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness; |
● | our ability to realize the anticipated benefits of our investments in unconsolidated affiliates; |
● | natural gas, natural gas liquids (“NGLs”), and oil prices; |
● | impacts of world health events, including the coronavirus (“COVID-19”) pandemic; |
● | our ability to complete the construction of or purchase new gathering and compression, processing, water handling or other assets on schedule, at the budgeted cost or at all, and the ability of such assets to operate as designed or at expected levels; |
● | our ability to execute our share repurchase program; |
● | competition and government regulations; |
● | actions taken by third-party producers, operators, processors and transporters; |
● | pending legal or environmental matters; |
● | costs of conducting our operations; |
● | general economic conditions; |
● | credit markets; |
● | operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; |
● | uncertainty regarding our future operating results; and |
● | our other plans, objectives, expectations and intentions contained in this Quarterly Report on Form 10-Q. |
We caution investors that these forward-looking statements are subject to all of the risks and uncertainties incidental to our business, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, environmental risks, Antero Resources’ drilling and completion and other operating risks,
2
regulatory changes, the uncertainty inherent in projecting Antero Resources’ future rates of production, cash flows and access to capital, the timing of development expenditures, impacts of world health events, including the COVID-19 pandemic and the other risks described or referenced under the heading “1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”), which is on file with the Securities and Exchange Commission (“SEC”).
Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
3
PART I—FINANCIAL INFORMATION
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited) | |||||||
December 31, | March 31, | ||||||
| 2020 |
| 2021 |
| |||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | | | ||||
Accounts receivable–Antero Resources | | | |||||
Accounts receivable–third party | | | |||||
Income tax receivable | | | |||||
Other current assets | | | |||||
Total current assets | | | |||||
Property and equipment, net | | | |||||
Investments in unconsolidated affiliates | | | |||||
Deferred tax asset | | | |||||
Customer relationships | | | |||||
Other assets, net | | | |||||
Total assets | $ | | | ||||
Liabilities and Stockholders' Equity | |||||||
Current liabilities: | |||||||
Accounts payable–Antero Resources | $ | | | ||||
Accounts payable–third party | | | |||||
Accrued liabilities | | | |||||
Other current liabilities | | | |||||
Total current liabilities | | | |||||
Long-term liabilities: | |||||||
Long-term debt | | | |||||
Other | | | |||||
Total liabilities | | | |||||
Stockholders' Equity: | |||||||
Preferred stock, $ | |||||||
Series A non-voting perpetual preferred stock; | |||||||
Common stock, $ | | | |||||
Additional paid-in capital | | | |||||
Accumulated deficit | ( | ( | |||||
Total stockholders' equity | | | |||||
Total liabilities and stockholders' equity | $ | | |
See accompanying notes to unaudited condensed consolidated financial statements.
4
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended March 31, | |||||||
| 2020 |
| 2021 |
| |||
Revenue: |
|
| |||||
Gathering and compression–Antero Resources | $ | | | ||||
Water handling–Antero Resources | | | |||||
Water handling–third party | — | | |||||
Amortization of customer relationships | ( | ( | |||||
Total revenue | | | |||||
Operating expenses: | |||||||
Direct operating | | | |||||
General and administrative (including $ | | | |||||
Facility idling | | | |||||
Impairment of goodwill | | — | |||||
Impairment of property and equipment | | | |||||
Depreciation | | | |||||
Accretion of asset retirement obligations | | | |||||
Loss on asset sale | — | | |||||
Total operating expenses | | | |||||
Operating income (loss) | ( | | |||||
Interest expense, net | ( | ( | |||||
Equity in earnings of unconsolidated affiliates | | | |||||
Income (loss) before income taxes | ( | | |||||
Provision for income tax benefit (expense) | | ( | |||||
Net income (loss) and comprehensive income (loss) | $ | ( | | ||||
Net income (loss) per share–basic | $ | ( | | ||||
Net income (loss) per share–diluted | $ | ( | | ||||
Weighted average common shares outstanding: | |||||||
Basic | | | |||||
Diluted | | |
See accompanying notes to unaudited condensed consolidated financial statements.
5
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands)
Additional | |||||||||||||||||||
Preferred | Common Stock | Paid-In | Accumulated | Total | |||||||||||||||
Stock | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||
Balance at December 31, 2019 |
| $ | — |
| |
| $ | |
| |
| ( |
| | |||||
Dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||
Equity-based compensation | — | — | — | | — | | |||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | — | | — | ( | — | ( | |||||||||||||
Repurchases and retirement of common stock | — | ( | ( | ( | — | ( | |||||||||||||
Net loss and comprehensive loss | — | — | — | — | ( | ( | |||||||||||||
Balance at March 31, 2020 | $ | — | | $ | | | ( | | |||||||||||
Balance at December 31, 2020 |
| $ | — | |
| $ | |
| |
| ( |
| | ||||||
Dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||
Equity-based compensation | — | — | — | | — | | |||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes | — | | | ( | — | ( | |||||||||||||
Net income and comprehensive income | — | — | — | — | | | |||||||||||||
Balance at March 31, 2021 | $ | — | | $ | | | ( | |
See accompanying notes to unaudited condensed consolidated financial statements.
6
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Ended March 31, | |||||||
| 2020 |
| 2021 |
| |||
Cash flows provided by (used in) operating activities: |
|
|
| ||||
Net income (loss) | $ | ( | | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation | | | |||||
Payment of contingent consideration in excess of acquisition date fair value | ( | — | |||||
Accretion of asset retirement obligations | | | |||||
Impairment | | | |||||
Deferred income tax expense (benefit) | ( | | |||||
Equity-based compensation | | | |||||
Equity in earnings of unconsolidated affiliates | ( | ( | |||||
Distributions from unconsolidated affiliates | | | |||||
Amortization of customer relationships | | | |||||
Amortization of deferred financing costs | | | |||||
Settlement of asset retirement obligations | — | ( | |||||
Loss on asset sale | — | | |||||
Changes in assets and liabilities: | |||||||
Accounts receivable–Antero Resources | | ( | |||||
Accounts receivable–third party | | | |||||
Income tax receivable | ( | | |||||
Other current assets | | | |||||
Accounts payable–Antero Resources | ( | ( | |||||
Accounts payable–third party | | | |||||
Accrued liabilities | ( | ( | |||||
Net cash provided by operating activities | | | |||||
Cash flows provided by (used in) investing activities: | |||||||
Additions to gathering systems and facilities | ( | ( | |||||
Additions to water handling systems | ( | ( | |||||
Investments in unconsolidated affiliates | ( | ( | |||||
Cash received in asset sale | — | | |||||
Change in other assets | | — | |||||
Net cash used in investing activities | ( | ( | |||||
Cash flows provided by (used in) financing activities: | |||||||
Dividends to stockholders | ( | ( | |||||
Dividends to preferred stockholders | ( | ( | |||||
Repurchases of common stock | ( | — | |||||
Payments of deferred financing costs | — | ( | |||||
Borrowings on bank credit facilities, net | | | |||||
Payment of contingent acquisition consideration | ( | — | |||||
Employee tax withholding for settlement of equity compensation awards | ( | ( | |||||
Other | ( | ( | |||||
Net cash used in financing activities | ( | ( | |||||
Net decrease in cash and cash equivalents | ( | ( | |||||
Cash and cash equivalents, beginning of period | | | |||||
Cash and cash equivalents, end of period | $ | — | | ||||
Supplemental disclosure of cash flow information: | |||||||
Cash paid during the period for interest | $ | | | ||||
Cash received during the period for income taxes | $ | — | | ||||
Increase in accrued capital expenditures and accounts payable for property and equipment | $ | | |
See accompanying notes to unaudited condensed consolidated financial statements.
7
ANTERO MIDSTREAM CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(1) Organization
Antero Midstream Corporation (together with its consolidated subsidiaries, “Antero Midstream,” “AM” or the “Company”) is a growth-oriented midstream company formed to own, operate and develop midstream energy infrastructure primarily to service Antero Resources Corporation (“Antero Resources”) and its production and completion activity in the Appalachian Basin’s Marcellus Shale and Utica Shale located in West Virginia and Ohio. The Company’s assets consist of gathering pipelines, compressor stations, interests in processing and fractionation plants and water handling assets. Antero Midstream provides midstream services to Antero Resources under long-term contracts. The Company’s corporate headquarters are located in Denver, Colorado.
(2) Summary of Significant Accounting Policies
(a) | Basis of Presentation |
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2020 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position, and accounting policies. The Company’s December 31, 2020 consolidated financial statements were included in the Company’s 2020 Annual Report on Form 10-K, which was filed with the SEC.
These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2020 and March 31, 2021, and the results of the Company’s operations and cash flows for the three months ended March 31, 2020 and 2021. The Company has no items of other comprehensive income (loss); therefore, net income (loss) is equal to comprehensive income (loss).
Certain costs of doing business incurred and charged to the Company by Antero Resources have been reflected in the accompanying unaudited condensed consolidated financial statements. These costs include general and administrative expenses provided to the Company by Antero Resources in exchange for:
● | business services, such as payroll, accounts payable and facilities management; |
● | corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory policy; and |
● | employee compensation, including equity-based compensation. |
Transactions between the Company and Antero Resources have been identified in the unaudited condensed consolidated financial statements (see Note 4—Transactions with Affiliates).
(b) | Principles of Consolidation |
The accompanying unaudited condensed consolidated financial statements include the accounts of Antero Midstream Corporation and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in the Company’s unaudited condensed consolidated financial statements.
(c) | Immaterial Correction of Prior Period Financial Statements |
The Company identified that it incorrectly classified the cash flows related to the contingent acquisition consideration paid in the first quarter of 2020, and the amounts previously reflected in the Company’s net cash provided by operating activities and cash used in financing activities were incorrect. The error had no impact to total net change in cash or to the Company’s condensed consolidated balance sheets or condensed consolidated statements of operations and comprehensive income (loss). The Company
8
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
corrected the presentation for the three months ended March 31, 2020 in the accompanying condensed consolidated statements of cash flows.
(d) | Recently Adopted Accounting Standard |
In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Simplifying the Accounting for Income Taxes. This ASU removes certain exceptions to the general principles in Accounting Standard Codifications Topic 740, Income Taxes (“ASC 740”), and also simplifies portions of ASC 740 by clarifying and amending existing guidance. It is effective for interim and annual reporting periods after December 15, 2020. The Company adopted this ASU on January 1, 2021, and it did not have a material impact on the Company's consolidated financial statements.
(3) Goodwill and Intangibles
The Company evaluates goodwill for impairment annually during the fourth quarter and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit with goodwill is less than its carrying amount. Significant assumptions used to estimate the reporting units’ fair value include the discount rate as well as estimates of future cash flows, which are impacted primarily by commodity prices and producer customers’ development plans (which impact volumes and capital requirements).
During the first quarter of 2020, the Company performed an interim impairment analysis of the goodwill due to changes in Antero Resources’ drilling plans as a result of the decline in commodity prices. As a result of this evaluation, the Company impaired all remaining goodwill of $
All customer relationships are subject to amortization and are amortized over a weighted-average period of
Customer relationships as of December 31, 2020 | $ | | ||
Amortization of customer relationships | ( | |||
Customer relationships as of March 31, 2021 | $ | |
Future amortization expense is as follows (in thousands):
Remainder of year ending December 31, 2021 | $ | | ||
Year ending December 31, 2022 | | |||
Year ending December 31, 2023 | | |||
Year ending December 31, 2024 | | |||
Year ending December 31, 2025 | | |||
Thereafter | | |||
Total | $ | |
(4) Transactions with Affiliates
(a) | Revenues |
Substantially all revenues earned in the three months ended March 31, 2020 and 2021 were earned from Antero Resources, under various agreements for gathering and compression and water handling services. Revenues earned from gathering and processing services consists of lease income.
9
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(b) | Accounts receivable—Antero Resources and Accounts payable—Antero Resources |
Accounts receivable—Antero Resources represents amounts due from Antero Resources, primarily related to gathering and compression services and water handling services. Accounts payable—Antero Resources represents amounts due to Antero Resources for general and administrative and other costs.
(c) | Allocation of Costs Charged by Antero Resources |
The employees supporting the Company’s operations are concurrently employed by Antero Resources and the Company. Direct operating expense includes costs charged to the Company of $
(5) Revenue
(a) | Revenue from Contracts with Customers |
All of the Company’s revenues are currently derived from service contracts with customers and are recognized when the Company satisfies a performance obligation by delivering a service to a customer. The Company derives substantially all of its revenues from Antero Resources. The following sets forth the nature, timing of satisfaction of performance obligations and significant payment terms of the Company’s contracts with Antero Resources.
Gathering and Compression Agreement
Pursuant to the gathering and compression agreement with Antero Resources, Antero Resources has dedicated substantially all of its current and future acreage in West Virginia, Ohio and Pennsylvania to the Company for gathering and compression services except for acreage subject to third-party commitments or pre-existing dedications. The Company also has an option to gather and compress natural gas produced by Antero Resources on any additional acreage it acquires during the term of the agreement outside of West Virginia, Ohio and Pennsylvania on the same terms and conditions. In December 2019, the Company and Antero Resources agreed to extend the initial term of the gathering and compression agreement to 2038 and established a growth incentive fee program whereby low pressure gathering fees will be reduced from 2020 through 2023 to the extent Antero Resources achieves certain quarterly volumetric targets during such time. Antero Resources achieved the first level volumetric target for the three months ended March 31, 2020 and earned a rebate of $
Under the gathering and compression agreement, the Company receives a low pressure gathering fee, a high pressure gathering fee and a compression fee, in each case subject to annual CPI-based adjustments. In addition, the agreement stipulates that the Company receives a reimbursement for the actual cost of electricity used at its compressor stations.
The Company determined that the gathering and compression agreement is an operating lease because Antero Resources obtains substantially all of the economic benefit of the asset and has the right to direct the use of the asset. The gathering system is an identifiable asset within the gathering and compression agreement, and it consists of underground low pressure pipelines that generally
10
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
connect and deliver gas from specific well pads to compressor stations to compress the gas before delivery to underground high pressure pipelines that transport the gas to a third-party pipeline or plant. The gathering system is considered a single lease due to the interrelated network of the assets. When a modification to the gathering and compression agreement occurs, the Company reassesses the classification of this lease. The Company accounts for its lease and non-lease components as a single lease component as the lease component is the predominant component. The non-lease components consist of operating, oversight and maintenance of the gathering system, which are performed on time-elapsed measures. All lease payments under the future minimum volume commitments discussed below are considered to be in-substance fixed lease payments under the gathering and compression agreement.
The Company recognizes revenue when low pressure volumes are delivered to a compressor station, compression volumes are delivered to a high pressure line and high pressure volumes are delivered to a processing plant or transmission pipeline. The Company invoices the customer the month after each service is performed, and payment is due in the same month.
Water Services Agreement
The Company is party to a water services agreement with Antero Resources, whereby the Company provides certain water handling services to Antero Resources within an area of dedication in defined service areas in West Virginia and Ohio. Upon completion of the initial term in 2035, the water services agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by either the Company or Antero Resources on or before the
Under the water services agreement, the Company may also contract with third parties to provide water services to Antero Resources. Antero Resources reimburses the Company for third-party out-of-pocket costs plus a
The Company satisfies its performance obligations and recognizes revenue when the fresh water volumes have been delivered to the hydration unit of a specified well pad or when flowback and produced water blending services have been completed. The Company invoices the customer the month after water services are performed, and payment is due in the same month. For services contracted through third-party providers, the Company’s performance obligation is satisfied when the service to be performed by the third-party provider has been completed. The Company invoices the customer after the third-party provider billing is received, and payment is due in the same month.
Minimum Volume Commitments
The gathering and compression agreement includes certain minimum volume commitment provisions. If and to the extent Antero Resources requests that the Company construct new high pressure lines and compressor stations, the gathering and compression agreement contains options at the Company’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for
11
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
Minimum revenue amounts under the gathering and compression minimum volume commitments as of March 31, 2021 are as follows (in thousands):
Remainder of year ending December 31, 2021 | $ | 170,459 | ||
Year ending December 31, 2022 | | |||
Year ending December 31, 2023 | | |||
Year ending December 31, 2024 | | |||
Year ending December 31, 2025 | | |||
Thereafter | | |||
Total | $ | |
(b) | Disaggregation of Revenue |
In the following table, revenue is disaggregated by type of service and type of fee and is identified by the reportable segment to which such revenues relate. For more information on reportable segments, see Note 14—Reportable Segments.
Three Months Ended March 31, | |||||||||
(in thousands) | 2020 | 2021 |
| Reportable segment |
| ||||
Revenue from contracts with customers |
|
| |||||||
Type of service | |||||||||
Gathering—low pressure | $ | | | Gathering and Processing (1) | |||||
Gathering—low pressure rebate | ( | — | Gathering and Processing (1) | ||||||
Gathering—high pressure | | | Gathering and Processing (1) | ||||||
Compression | | | Gathering and Processing (1) | ||||||
Fresh water delivery | | | Water Handling | ||||||
Other fluid handling | | | Water Handling | ||||||
Amortization of customer relationships | ( | ( | Gathering and Processing | ||||||
Amortization of customer relationships | ( | ( | Water Handling | ||||||
Total | $ | | | ||||||
Type of contract | |||||||||
Per Unit Fixed Fee | $ | | | Gathering and Processing (1) | |||||
Gathering—low pressure rebate | ( | — | Gathering and Processing (1) | ||||||
Per Unit Fixed Fee | | | Water Handling | ||||||
Cost plus | | | Water Handling | ||||||
Cost of service fee | | | Water Handling | ||||||
Amortization of customer relationships | ( | ( | Gathering and Processing | ||||||
Amortization of customer relationships | ( | ( | Water Handling | ||||||
Total | $ | | |
(1) | Revenue related to the gathering and processing segment is classified as lease income related to the gathering system. |
(c) | Transaction Price Allocated to Remaining Performance Obligations |
The majority of the Company’s service contracts have a term greater than one year. As such, the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under the Company’s service contracts, each unit of product delivered to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.
12
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
The remainder of the Company’s service contracts, which relate to contracts with third parties, are short-term in nature with a contract term of one year or less. Accordingly, the Company is exempt from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of
(d) | Contract Balances |
Under the Company’s service contracts, the Company invoices customers after its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s service contracts do not give rise to contract assets or liabilities. At December 31, 2020 and March 31, 2021, the Company’s receivables with customers were $
(6) Property and Equipment
The Company’s investment in property and equipment for the periods presented is as follows:
(Unaudited) | |||||||||
Estimated | December 31, | March 31, | |||||||
(in thousands) |
| useful lives |
| 2020 | 2021 |
| |||
Land |
| n/a |
| $ | |
| | ||
Gathering systems and facilities | | | |||||||
Permanent buried pipelines and equipment | | | |||||||
Surface pipelines and equipment | | | |||||||
Heavy trucks and equipment | | | |||||||
Above ground storage tanks | | | |||||||
Construction-in-progress | n/a |
| | | |||||
Total property and equipment | | | |||||||
Less accumulated depreciation | ( | ( | |||||||
Property and equipment, net | $ | | |
(1) | Gathering systems and facilities are recognized as a single-leased asset with |
Due to the decline in the industry environment as a result of low commodity prices, the Company evaluated its assets for impairment during the first quarter of 2020. As a result of this evaluation, the Company recorded an impairment expense of $
Additionally, the Company incurred $
13
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(7) Long-Term Debt
The Company’s long-term debt as of December 31, 2020 and March 31, 2021 was as follows:
(Unaudited) | |||||||
December 31, | March 31, | ||||||
(in thousands) | 2020 | 2021 | |||||
Credit Facility (a) |
| $ | |
| | ||
| | ||||||
| | ||||||
| | ||||||
| | ||||||
Total principal | | | |||||
Unamortized debt premiums | | | |||||
Unamortized debt issuance costs | ( | ( | |||||
Total long-term debt | $ | | |
(a) | Credit Facility |
Antero Midstream Partners LP (“Antero Midstream Partners”), an indirect, wholly owned subsidiary of Antero Midstream Corporation, as borrower (the “Borrower”), has a senior secured revolving credit facility (the “Credit Facility”) with a consortium of banks. Lender commitments under the Credit Facility are currently $
The Credit Facility contains certain covenants including restrictions on indebtedness, and requirements with respect to leverage and interest coverage ratios. The Credit Facility permits distributions to the holders of the Borrower’s equity interests in accordance with the cash distribution policy previously adopted by the board of directors of the general partner of the Borrower, provided that no event of default exists or would be caused thereby, and only to the extent permitted by the Company’s organizational documents. The Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2020 and March 31, 2021.
Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable quarterly or, in the case of Eurodollar Rate Loans, at the end of the applicable interest period if shorter than six months. Interest is payable at a variable rate based on LIBOR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate. Interest at the time of borrowing is determined with reference to the Borrower’s then-current leverage ratio subject to certain exceptions. Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from
(b) |
On September 13, 2016, Antero Midstream Partners and its wholly owned subsidiary, Antero Midstream Finance Corporation (“Finance Corp,” and together with Antero Midstream Partners, the “Issuers”), issued $
14
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
year. Antero Midstream Partners may redeem all or part of the 2024 Notes at any time at redemption prices ranging from
(c) |
On November 10, 2020, the Issuers issued $
(d) |
On February 25, 2019, the Issuers issued $
(e) |
On June 28, 2019, the Issuers issued $
15
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
amount of the 2028 Notes, plus accrued and unpaid interest. At any time prior to January 15, 2023, Antero Midstream Partners may also redeem the 2028 Notes, in whole or in part, at a price equal to
(f) | Senior Notes Guarantors |
The Company and each of the Company’s wholly owned subsidiaries (except for the Issuers) have fully and unconditionally guaranteed the 2024 Notes, 2026 Notes, 2027 Notes and 2028 Notes (collectively the “Senior Notes”). In the event a guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a Restricted Subsidiary (as defined in the applicable indenture governing the series of Senior Notes) of the Issuer or the sale of all or substantially all of its assets) and whether or not the guarantor is the surviving entity in such transaction to a person that is not an Issuer or a Restricted Subsidiary of an Issuer, such guarantor will be released from its obligations under its guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the applicable Senior Notes.
In addition, a guarantor will be released from its obligations under the applicable indenture and its guarantee, upon the release or discharge of the guarantee of other indebtedness under a credit facility that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee; if the Issuers designate such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indenture governing the applicable Senior Notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the applicable Senior Notes.
During the three months ended March 31, 2020 and 2021, all of the Company’s assets and operations are attributable to the Issuers and its guarantors.
(8) Accrued Liabilities
Accrued liabilities as of December 31, 2020 and March 31, 2021 consisted of the following items:
(Unaudited) | |||||||
December 31, | March 31, | ||||||
(in thousands) |
| 2020 |
| 2021 |
| ||
Capital expenditures | $ | | | ||||
Operating expenses | | | |||||
Interest expense | | | |||||
Production taxes | | | |||||
Other | | | |||||
Total accrued liabilities | $ | | |
(9) Equity-Based Compensation and Cash Awards
(a) | Summary of Equity-Based Compensation |
The Company’s equity-based compensation includes (i) costs allocated to Antero Midstream by Antero Resources for grants made prior to March 12, 2019 pursuant to the Antero Resources Corporation Long-Term Incentive Plan (the “AR LTIP”) and (ii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan (the “AM LTIP”). Antero Midstream’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to the applicable classes of equity. Equity-based compensation expense allocated to the Company from Antero Resources was $
16
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
to it for awards issued under the AR LTIP or the Antero Resources Corporation 2020 Long-Term Incentive Plan following March 12, 2019.
AM LTIP
The Company is authorized to grant up to
(b) | Restricted Stock Unit Awards |
A summary of the RSU awards activity during the three months ended March 31, 2021 is as follows:
Weighted | ||||||
Average | ||||||
Number | Grant Date | |||||
| of Units |
| Fair Value |
| ||
Total AM LTIP RSUs awarded and unvested—December 31, 2020 | | $ | | |||
Granted | — | — | ||||
Vested | ( | | ||||
Forfeited | ( | | ||||
Total AM LTIP RSUs awarded and unvested—March 31, 2021 | | $ | | |||
As of March 31, 2021, unamortized expense of $
(c) | Performance Share Unit Awards |
Performance Share Unit Awards Based on Return on Invested Capital
The likelihood of achieving the performance conditions related to return on invested capital for the PSU awards outstanding was probable for the three months ended March 31, 2020 and 2021, and, therefore, the Company recognized expense of $
(d) | Cash Awards |
In January 2020, the Company granted cash awards of $
17
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(10) Cash Dividends
The following table details the amount of distributions and dividends paid with respect to the quarter indicated (in thousands, except per share data):
Dividends |
| ||||||||||
Period |
| Record Date |
| Dividend Date |
| Dividends |
| per Share | |||
Q4 2019 | January 31, 2020 | February 12, 2020 | $ | | $ | ||||||
* | February 14, 2020 | February 14, 2020 | | * | |||||||
Q1 2020 | April 30, 2020 | May 12, 2020 | | ||||||||
* | May 15, 2020 | May 15, 2020 | | * | |||||||
Q2 2020 | July 30, 2020 | August 12, 2020 | | ||||||||
* | August 14, 2020 | August 14, 2020 | | * | |||||||
Q3 2020 | October 29, 2020 | November 12, 2020 | | ||||||||
* | November 16, 2020 | November 16, 2020 | | * | |||||||
Total 2020 | $ | | |||||||||
Q4 2020 | February 3, 2021 | February 11, 2021 | $ | | $ | ||||||
* | February 16, 2021 | February 16, 2021 | | * | |||||||
Total 2021 | $ | |
* | Dividends are paid in accordance with the terms of the Series A Preferred Stock (as defined below) as discussed in Note 11—Equity and Earnings Per Common Share. |
On April 14, 2021, the Board announced the declaration of a cash dividend on the shares of AM common stock of $
The Board also declared a cash dividend of $
(11) Equity and Earnings Per Common Share
(a) | Preferred Stock |
The Board authorized
18
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
dissolution of the Company. Holders of the Series A Preferred Stock do not have any voting rights in the Company, except as required by law, or any preemptive rights.
(b) | Weighted Average Shares Outstanding |
The following is a reconciliation of the Company’s basic weighted average shares outstanding to diluted weighted average shares outstanding during the periods presented:
Three Months Ended March 31, | |||||||
(in thousands) |
| 2020 |
| 2021 |
| ||
Basic weighted average number of shares outstanding | | | |||||
Add: Dilutive effect of RSUs | — | | |||||
Add: Dilutive effect of PSUs | — | | |||||
Add: Dilutive effect of Series A Preferred Stock | — | | |||||
Diluted weighted average number of shares outstanding | | | |||||
Weighted average number of outstanding equity awards excluded from calculation of diluted earnings per common share (1): | |||||||
RSUs | | | |||||
Series A Preferred Shares | | — |
(1) | The potential dilutive effects of these awards were excluded from the computation of earnings (loss) per common shares—assuming dilution because the inclusion of these awards would have been anti-dilutive. |
(c) | Earnings Per Common Share |
Earnings per common share—basic for each period is computed by dividing net income (loss) attributable to the Company by the basic weighted average number of shares of AM common stock outstanding during the period. Earnings per common share—assuming dilution for each period is computed after giving consideration to the potential dilution from outstanding equity awards, calculated using the treasury stock method. During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive.
| Three Months Ended March 31, | ||||||
(in thousands, except per share amounts) |
| 2020 |
| 2021 |
| ||
Net income (loss) | $ | ( | | ||||
Less preferred stock dividends | ( | ( | |||||
Net income (loss) available to common shareholders | $ | ( | | ||||
Net income (loss) per share–basic | $ | ( | | ||||
Net income (loss) per share–diluted | $ | ( | | ||||
Weighted average common shares outstanding–basic | | | |||||
Weighted average common shares outstanding–diluted | | |
19
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(12) Fair Value Measurement
Goodwill
The Company estimated the fair value of its assets in performing its goodwill impairment analysis in the first quarter of 2020. The Company utilized a combination of approaches to discounted cash flow approach, comparable company method and the market value approach. The Company used a weighted-average cost of capital of
Property and equipment
The Company estimated the undiscounted future cash flow projections to assess its property and equipment for impairment. The carrying values of certain freshwater permanent buried pipelines and equipment and fresh water surface pipelines and equipment were deemed not recoverable. As a result, the carrying values have been reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs, and a discount rate typical of third-party market participants of
Contingent Acquisition Consideration
In connection with Antero Resources’ contribution of Antero Water and certain water handling assets to Antero Midstream Partners in September 2015 (the “Water Acquisition”), Antero Midstream Partners agreed to pay Antero Resources (a) $
In January 2020, Antero Midstream Partners paid Antero Resources $
Senior Unsecured Notes
As of December 31, 2020 and March 31, 2021, the fair value and carrying value of the Company’s Senior Notes were as follows:
(Unaudited) | |||||||||||||
December 31, 2020 | March 31, 2021 | ||||||||||||
(in thousands) | Fair Value (1) | Carrying Value (2) | Fair Value (1) | Carrying Value (2) | |||||||||
2024 Notes | $ | | | ||||||||||
2026 Notes | | | |||||||||||
2027 Notes | | | |||||||||||
2028 Notes | | | |||||||||||
Total | $ | | | | |
(1) | Fair values are based on Level 2 market data inputs. |
(2) | Carrying values are presented net of unamortized debt issuance costs and debt premiums. |
Other Assets and Liabilities
The carrying values of accounts receivable and accounts payable at December 31, 2020 and March 31, 2021 approximated fair value because of their short-term nature. The carrying value of the amounts under the Credit Facility at December 31, 2020 and March 31, 2021 approximated fair value because the variable interest rates are reflective of current market conditions.
20
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(13) Investments in Unconsolidated Affiliates
The Company has a
The Company has a
The Company’s net income (loss) includes its proportionate share of the net income of the Joint Venture and Stonewall. When the Company records its proportionate share of net income, it increases equity income in the unaudited condensed consolidated statements of operations and comprehensive income and the carrying value of that investment on its balance sheet. When distributions on the Company’s proportionate share of net income are received, they are recorded as reductions to the carrying value of the investment on the condensed consolidated balance sheet and are classified as cash inflows from operating activities in accordance with the nature of the distribution approach under FASB ASC Topic 230, Statement of Cash Flows. The Company uses the equity method of accounting to account for its investments in Stonewall and the Joint Venture because it exercises significant influence, but not control, over the entities. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as its ownership interest, representation on the applicable board of directors and participation in policy-making decisions of Stonewall and the Joint Venture.
The following table is a reconciliation of the Company’s investments in these unconsolidated affiliates:
Total Investment | ||||||||||
MarkWest | in Unconsolidated | |||||||||
(in thousands) |
| Stonewall |
| Joint Venture |
| Affiliates | ||||
Balance at December 31, 2020 | $ | | | | ||||||
Additional investments | — | | | |||||||
Equity in earnings of unconsolidated affiliates | | | | |||||||
Distributions from unconsolidated affiliates | ( | ( | ( | |||||||
Balance at March 31, 2021 | $ | | | |
21
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(14) Reportable Segments
The Company’s operations, which are located in the United States, are organized into
Gathering and Processing
The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in West Virginia and Ohio. The gathering and processing segment also includes equity in earnings from the Company’s investments in the Joint Venture and Stonewall.
Water Handling
The Company’s water handling segment includes
These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Management evaluates the performance of the Company’s business segments based on operating income. Interest expense is primarily managed and evaluated on a consolidated basis.
The summarized operating results and assets of the Company’s reportable segments were as follows for the three months ended March 31, 2020 and 2021:
22
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
Three Months Ended March 31, 2020 | |||||||||||||
Gathering and | Water | Consolidated | |||||||||||
(in thousands) |
| Processing |
| Handling |
| Unallocated (1) | Total |
| |||||
Revenues: | |||||||||||||
Revenue–Antero Resources | $ | | | — | | ||||||||
Amortization of customer relationships | ( | ( | — | ( | |||||||||
Total revenues | | | — | | |||||||||
Operating expenses: | |||||||||||||
Direct operating | | | — | | |||||||||
General and administrative (excluding equity-based compensation) | | | | | |||||||||
Equity-based compensation | | | | | |||||||||
Facility idling | — | | — | | |||||||||
Impairment of goodwill | | — | — | | |||||||||
Impairment of property and equipment | — | | — | | |||||||||
Depreciation | | | — | | |||||||||
Accretion of asset retirement obligations | — | | — | | |||||||||
Total operating expenses | | | | | |||||||||
Operating loss | $ | ( | ( | ( | ( | ||||||||
Equity in earnings of unconsolidated affiliates | $ | | — | — | | ||||||||
Total assets | $ | | | | | ||||||||
Additions to property and equipment | $ | | | — | |
(1) | Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. |
23
ANTERO MIDSTREAM CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
Three Months Ended March 31, 2021 | |||||||||||||
Gathering and | Water | Consolidated | |||||||||||
(in thousands) |
| Processing |
| Handling |
| Unallocated (1) | Total |
| |||||
Revenues: | |||||||||||||
Revenue–Antero Resources | $ | | | — | | ||||||||
Revenue–third-party | — | | — | | |||||||||
Amortization of customer relationships | ( | ( | — | ( | |||||||||
Total revenues | | | — | | |||||||||
Operating expenses: | |||||||||||||
Direct operating | | | — | | |||||||||
General and administrative (excluding equity-based compensation) | | | | | |||||||||
Equity-based compensation | | | | | |||||||||
Facility idling | — | | — | | |||||||||
Impairment of property and equipment | | | — | | |||||||||
Depreciation | | | — | | |||||||||
Accretion of asset retirement obligations | — | | — | | |||||||||
Loss on asset sale | | — | — | | |||||||||
Total operating expenses | | | | | |||||||||
Operating income | $ | | | ( | | ||||||||
Equity in earnings of unconsolidated affiliates | $ | | — | — | | ||||||||
Total assets | $ | | | | | ||||||||
Additions to property and equipment, net | $ | | | — | |
(1) | Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. |
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our unaudited condensed consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, please see “Item 1A. Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. In this section, references to “Antero Midstream,” “AM,” the “Company,” “we,” “us,” and “our” refer to Antero Midstream Corporation and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
Overview
We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets to primarily service Antero Resources’ production and completion activity. We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin. Our assets consist of gathering pipelines, compressor stations, and interests in processing and fractionation plants that collect and process production from Antero Resources’ wells in the Appalachian Basin in West Virginia and Ohio. Our assets also include two independent fresh water delivery systems that deliver fresh water from the Ohio River and several regional waterways. These fresh water delivery systems consist of permanent buried pipelines, surface pipelines and fresh water storage facilitates, as well as pumping stations and impoundments to transport the fresh water throughout the pipelines. These services are provided by us directly or through third-parties with which we contract. Our assets also include other flowback and produced water treatment facilities that we use to provide water treatment services to Antero Resources.
COVID-19 Pandemic
In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. Governments tried to slow the spread of the virus by imposing social distancing guidelines, travel restrictions and stay-at-home orders, among other actions, which have caused reduced activity in the global economy and the demand for oil, and to a lesser extent, natural gas and NGLs. The COVID-19 pandemic, commodity market volatility and resulting financial market instability are variables beyond our control and may adversely impact our generation of funds from operating cash flows, distributions from unconsolidated affiliates, available borrowings under our Credit Facility (defined below) and our ability to access the capital markets.
As a midstream energy company, we are recognized as an essential business under various federal, state and local regulations related to the COVID-19 pandemic. We have continued to operate as permitted under these regulations while taking steps to protect the health and safety of our workers. We have implemented protocols to reduce the risk of an outbreak within our field operations and corporate offices, and these protocols have not reduced Antero Resources’ production and our throughput in a significant manner. A substantial portion of our non-field level employees continue to operate in remote work from home arrangements, and we have been able to maintain a consistent level of effectiveness through these arrangements, including maintaining our day-to-day operations, our financial reporting systems and our internal control over financial reporting.
Neither our nor Antero Resources’ supply chain has experienced any significant interruptions. Prior to the COVID-19 pandemic, Antero Resources had developed a diverse set of buyers and destinations, as well as in-field and off-site storage capacity for its condensate volumes, and as a result of the pandemic, Antero Resources has expanded its customer base and its condensate storage capacity within the Appalachian Basin. However, if Antero Resources or out other customers were to experience any production curtailments or shut-ins it would reduce throughput for our gathering and processing systems. In addition, if our customers were to delay or discontinue drilling or completion activities, it would reduce the volumes of water that we handle and therefore revenues for our water distribution and handling business.
25
Growth Incentive Fee Program With Antero Resources
On December 8, 2019, we and Antero Resources amended the existing gathering and compression agreement to establish a growth incentive fee program whereby we agreed to provide quarterly fee reductions to Antero Resources from 2020 through 2023, contingent upon Antero Resources achieving volumetric growth targets on low pressure gathering. The compression, high pressure gathering and fresh water delivery fees payable to us were unchanged. In addition, we and Antero Resources agreed to extend the primary term of such agreement by an additional four years to November 10, 2038. The following table summarizes the low pressure gathering growth incentive targets through 2023. If actual low pressure volumes are below the lowest threshold for the respective period, Antero Resources will not receive a reduction in low pressure gathering fees.
Low Pressure Gathering | Quarterly Fee | ||||
Volume Growth Incentive | Reduction | ||||
Targets (MMcf/d) | (in millions) | ||||
Calendar Years 2021-2023 | |||||
Threshold 1 | >2,900 and <3,150 | $12.0 | |||
Threshold 2 | >3,150 and <3,400 | $15.5 | |||
Threshold 3 | >3,400 | $19.0 |
For the three months ended March 31, 2021, Antero Resources delivered low pressure gathering volumes of 2,853 MMcf/d, and as a result, no quarterly fee reduction was earned during the period.
Results of Operations
We have two operating segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the joint venture to develop processing and fractionation assets with MarkWest Energy Partners, L.P, a wholly owned subsidiary of MPLX, LP (the “Joint Venture”) and Stonewall Gas Gathering LLC. The water handling segment includes (i) two independent systems that deliver fresh water from sources including the Ohio River, local reservoirs and several regional waterways, (ii) the wastewater treatment facility and related landfill (collectively, the “Clearwater Facility”) that was idled in September 2019 and (iii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending.
26
Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2021
The operating results of our reportable segments were as follows for the three months ended March 31, 2020 and 2021 (in thousands):
Three Months Ended March 31, 2020 | |||||||||||||
| Gathering and |
| Water |
|
| Consolidated | |||||||
(in thousands) |
| Processing |
| Handling |
| Unallocated (1) |
| Total | |||||
Revenues: | |||||||||||||
Revenue–Antero Resources | $ | 175,129 | 98,184 | — | 273,313 | ||||||||
Gathering—low pressure rebate | (12,000) | — | — | (12,000) | |||||||||
Amortization of customer relationships | (9,238) | (8,367) | — | (17,605) | |||||||||
Total revenues | 153,891 | 89,817 | — | 243,708 | |||||||||
Operating expenses: | |||||||||||||
Direct operating | 13,391 | 35,337 | — | 48,728 | |||||||||
General and administrative (excluding equity-based compensation) | 5,044 | 2,905 | 2,250 | 10,199 | |||||||||
Equity-based compensation | 2,533 | 555 | 250 | 3,338 | |||||||||
Facility idling | — | 8,678 | — | 8,678 | |||||||||
Impairment of goodwill | 575,461 | — | — | 575,461 | |||||||||
Impairment of property and equipment | — | 89,083 | — | 89,083 | |||||||||
Depreciation | 13,050 | 14,293 | — | 27,343 | |||||||||
Accretion of asset retirement obligations | — | 42 | — | 42 | |||||||||
Total operating expenses | 609,479 | 150,893 | 2,500 | 762,872 | |||||||||
Operating loss | (455,588) | (61,076) | (2,500) | (519,164) | |||||||||
Other income (expenses): | |||||||||||||
Interest expense, net | — | — | (37,631) | (37,631) | |||||||||
Equity in earnings of unconsolidated affiliates | 19,077 | — | — | 19,077 | |||||||||
Loss before taxes | (436,511) | (61,076) | (40,131) | (537,718) | |||||||||
Provision for income tax benefit | — | — | 144,785 | 144,785 | |||||||||
Net income (loss) and comprehensive income (loss) | $ | (436,511) | (61,076) | 104,654 | (392,933) | ||||||||
Adjusted EBITDA(2) | $ | 217,336 |
(1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
(2) | Adjusted EBITDA is a non-GAAP financial measure. For a discussion of this measure, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures.” |
27
Three Months Ended March 31, 2021 | |||||||||||||
Gathering and |
| Water |
|
| Consolidated | ||||||||
(in thousands) |
| Processing |
| Handling |
| Unallocated (1) |
| Total | |||||
Revenues: | |||||||||||||
Revenue–Antero Resources | $ | 185,161 | 56,603 | — | 241,764 | ||||||||
Revenue–third-party | — | 25 | — | 25 | |||||||||
Gathering—low pressure rebate | — | — | — | — | |||||||||
Amortization of customer relationships | (9,271) | (8,397) | — | (17,668) | |||||||||
Total revenues | 175,890 | 48,231 | — | 224,121 | |||||||||
Operating expenses: | |||||||||||||
Direct operating | 17,236 | 22,078 | — | 39,314 | |||||||||
General and administrative (excluding equity-based compensation) | 5,924 | 6,620 | 1,374 | 13,918 | |||||||||
Equity-based compensation | 2,725 | 1,060 | 227 | 4,012 | |||||||||
Facility idling | — | 1,179 | — | 1,179 | |||||||||
Impairment of property and equipment | 1,218 | 161 | — | 1,379 | |||||||||
Depreciation | 14,713 | 12,137 | — | 26,850 | |||||||||
Accretion of asset retirement obligations | — | 119 | — | 119 | |||||||||
Loss on asset sale | 3,763 | — | — | 3,763 | |||||||||
Total operating expenses | 45,579 | 43,354 | 1,601 | 90,534 | |||||||||
Operating income (loss) | 130,311 | 4,877 | (1,601) | 133,587 | |||||||||
Other income (expenses): | |||||||||||||
Interest expense, net | — | — | (42,866) | (42,866) | |||||||||
Equity in earnings of unconsolidated affiliates | 20,744 | — | — | 20,744 | |||||||||
Income (loss) before taxes | 151,055 | 4,877 | (44,467) | 111,465 | |||||||||
Provision for income tax expense | — | — | (28,024) | (28,024) | |||||||||
Net income and comprehensive income | $ | 151,055 | 4,877 | (72,491) | 83,441 | ||||||||
Adjusted EBITDA(2) | $ | 219,288 |
(1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. |
(2) | Adjusted EBITDA is a non-GAAP financial measure. For a discussion of this measure, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures.” |
28
The following table sets forth the operating data for Antero Midstream and its subsidiaries for the three months ended March 31, 2020 and 2021.
Three Months Ended | Amount of | ||||||||||||
March 31, | Increase | Percentage | |||||||||||
| 2020 |
| 2021 |
| or Decrease |
| Change | ||||||
Operating Data: | |||||||||||||
Gathering—low pressure (MMcf) | 247,223 | 256,802 | 9,579 | 4 | % | ||||||||
Gathering—high pressure (MMcf) | 245,446 | 253,091 | 7,645 | 3 | % | ||||||||
Compression (MMcf) | 228,967 | 243,562 | 14,595 | 6 | % | ||||||||
Fresh water delivery (MBbl) | 16,620 | 9,400 | (7,220) | (43) | % | ||||||||
Other fluid handling (MBbl) | 5,600 | 3,951 | (1,649) | (29) | % | ||||||||
Wells serviced by fresh water delivery | 43 | 24 | (19) | (44) | % | ||||||||
Gathering—low pressure (MMcf/d) | 2,717 | 2,853 | 136 | 5 | % | ||||||||
Gathering—high pressure (MMcf/d) | 2,697 | 2,812 | 115 | 4 | % | ||||||||
Compression (MMcf/d) | 2,516 | 2,706 | 190 | 8 | % | ||||||||
Fresh water delivery (MBbl/d) | 183 | 104 | (79) | (43) | % | ||||||||
Other fluid handling (MBbl/d) | 61 | 44 | (17) | (28) | % | ||||||||
Average realized fees: | |||||||||||||
Average gathering—low pressure fee ($/Mcf) | $ | 0.33 | 0.34 | 0.01 | 3 | % | |||||||
Average gathering—high pressure fee ($/Mcf) | $ | 0.20 | 0.20 | — | * | ||||||||
Average compression fee ($/Mcf) | $ | 0.20 | 0.20 | — | * | ||||||||
Average fresh water delivery fee ($/Bbl) | $ | 3.96 | 3.97 | 0.01 | — | % | |||||||
Joint Venture Operating Data: | |||||||||||||
Processing—Joint Venture (MMcf) | 120,514 | 128,538 | 8,024 | 7 | % | ||||||||
Fractionation—Joint Venture (MBbl) | 2,984 | 3,431 | 447 | 15 | % | ||||||||
Processing—Joint Venture (MMcf/d) | 1,324 | 1,428 | 104 | 8 | % | ||||||||
Fractionation—Joint Venture (MBbl/d) | 33 | 38 | 5 | 15 | % |
* | Not meaningful or applicable. |
Revenues. Total revenues decreased by 8%, from $244 million, including amortization of customer relationships of $18 million, for the three months ended March 31, 2020, to $224 million, including amortization of customer relationships of $18 million, for the three months ended March 31, 2021. Gathering and processing revenues increased by 14%, from $154 million for the three months ended March 31, 2020 to $176 million for the three months ended March 31, 2021. Water handling revenues decreased by 46%, from $90 million for the three months ended March 31, 2020 to $48 million for the three months ended March 31, 2021. These fluctuations primarily resulted from the following:
Gathering and Processing
● | low pressure gathering revenue increased $17 million period over period due to $12 million in lower rebates to Antero Resources during the three months ended March 31, 2021, and increased throughput volumes of 10 Bcf, or 136 MMcf/d. Low pressure gathering volumes increased due to 97 additional wells connected to our system since March 31, 2020; |
● | high pressure gathering revenue increased $2 million period over period due to increased throughput volumes of 8 Bcf, or 115 MMcf/d, due to additional wells connected to our system; and |
● | compression revenue increased $3 million period over period due to increased throughput volumes of 15 Bcf, or 190 MMcf/d, primarily due to additional wells connected to our system and one compressor station that came online since March 31, 2020. |
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Water Handling
● | fresh water delivery revenue decreased $29 million period over period due to decreased fresh water delivery volumes of 7,220 MBbl, or 79 MBbl/d, as a result of a decrease in the number of wells completed; and |
● | other fluid handling services revenue decreased $13 million primarily due to a $16 million decrease in services that are billed at cost plus 3% as a result of operational efficiencies associated with our flowback and produced water blending services and cost reductions, partially offset by a $3 million increase in water blending services. |
Direct operating expenses. Total direct operating expenses decreased by 19%, from $49 million for the three months ended March 31, 2020 to $39 million for the three months ended March 31, 2021. Gathering and processing direct operating expenses increased 29% from $13 million for the three months ended March 31, 2020 to $17 million for the three months ended March 31, 2021 primarily due to the cost associated with the one compressor station that came online between periods as well as higher throughput volumes between periods. Water handling direct operating expenses decreased by 38%, from $35 million for the three months ended March 31, 2020 to $22 million for the three months ended March 31, 2021. The decrease was primarily due to operational efficiencies associated with flowback and produced wastewater services.
General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) increased $4 million, from $10 million for the three months ended March 31, 2020 to $14 million for three months ended March 31, 2021 primarily due to (i) higher salary and wage expense, which includes our annual incentive program that was significantly reduced during 2020 and (ii) legal costs associated with the Clearwater Facility, partially offset by cost reduction efforts between periods.
Equity-based compensation expenses. Equity-based compensation expenses increased $1 million, from $3 million for the three months ended March 31, 2020 to $4 million for the three months ended March 31, 2021 primarily due to the performance share units based on return on invested capital having a higher likelihood of achieving above target performance as of March 31, 2021.
Facility idling expenses. Facility idling expenses decreased 86%, from $9 million for the three months ended March 31, 2020 to $1 million for the three months ended March 31, 2021 primarily due to reduced Clearwater Facility decommissioning costs between periods.
Impairment of goodwill expense. Impairment of goodwill expense of $575 million for the three months ended March 31, 2020 reflects an impairment of the goodwill that was associated with our gathering system due to declines in commodity prices and the industry environment.
Impairment of property and equipment expense. Impairment of property and equipment expense of $89 million for the three months ended March 31, 2020 was primarily for the impairment of fresh water delivery assets in the Utica Shale region. Impairment of property and equipment expense of $1 million for the three months ended March 31, 2021 was due to a lower of cost of market adjustment for pipe inventory.
Depreciation expense. Total depreciation expense remained consistent at $27 million for the three months ended March 31, 2020 and 2021.
Loss on asset sale. Loss on asset sale of $4 million for the three months ended March 31, 2021 relates to the sale of excess pipe inventory during the period.
Interest expense. Interest expense increased by 14%, from $38 million for the three months ended March 31, 2020 to $43 million for the three months ended March 31, 2021 primarily due to the issuance of $550 million of 7.875% senior unsecured notes on November 10, 2020, partially offset by lower borrowings under the Credit Facility during the three months ended March 31, 2021.
Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 9%, from $19 million for the three months ended March 31, 2020 to $21 million for the three months ended March 31, 2021 primarily attributable to an increase in the level of volume throughput at the Joint Venture between periods.
Income tax benefit (expense). Income tax benefit for the three months ended March 31, 2020 was $145 million primarily due to the loss before taxes for the period coupled with an $11 million rate benefit related to the carryback of net operating losses to prior
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tax years. Income tax expense for the three months ended March 31, 2021 was $28 million primarily due to income before taxes for the period which reflects an effective tax rate of 25.1%.
Net income (loss). Net loss was $393 million for the three months ended March 31, 2020 primarily due to a $575 million impairment of goodwill for our gathering system and an $89 million impairment of our freshwater delivery assets. Net income was $83 million for the three months ended March 31, 2021 primarily due to higher gathering and processing revenues and lower direct operating and facility idling expenses between periods, offset by lower water handling revenues and higher interest expense and income tax expense for the period.
Adjusted EBITDA. Adjusted EBITDA increased by 1%, from $217 million for the three months ended March 31, 2020 to $219 million for the three months ended March 31, 2021. The increase was primarily due to increased gathering and compression throughput and decreased direct operating expenses and facility idling costs between periods, partially offset by lower fresh water throughput between periods. For a discussion of the non-GAAP financial measure Adjusted EBITDA, including a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP, read “—Non-GAAP Financial Measures” below.
Capital Resources and Liquidity
Sources and Uses of Cash
Capital resources and liquidity are provided by operating cash flow, cash on our balance sheet and available borrowings under the Credit Facility and capital market transactions. We expect that the combination of these capital resources will be adequate to meet our working capital requirements, capital expenditures program, expected quarterly cash dividends and share repurchases under our share repurchases program for at least the next 12 months.
Our Board of Directors (the “Board”) declared a cash dividend on the shares of AM common stock of $0.225 per share for the quarter ended March 31, 2021. The dividend will be payable on May 12, 2021 to stockholders of record as of April 28, 2021. Our Board also declared a cash dividend of $138 thousand on the shares of Series A Preferred Stock, which will be paid on May 17, 2021 in accordance with their terms, which are discussed in Note 11—Equity and Earnings Per Common Share. As of March 31, 2021, there were dividends in the amount of $69 thousand accumulated in arrears on our Series A Preferred Stock.
We expect our future cash requirements relating to working capital, capital expenditures and quarterly cash dividends to our stockholders will be funded from cash flows internally generated from our operations or borrowings under the Credit Facility.
Cash Flows
The following table summarizes our cash flows for the three months ended March 31, 2020 and 2021:
Three Months Ended March 31, | |||||||
(in thousands) |
| 2020 |
| 2021 | |||
Net cash provided by operating activities | $ | 146,986 | 165,701 | ||||
Net cash used in investing activities | (77,377) | (27,653) | |||||
Net cash used in financing activities | (70,844) | (138,427) | |||||
Net decrease in cash and cash equivalents | $ | (1,235) | (379) |
Operating Activities. Net cash provided by operating activities was $147 million and $166 million for the three months ended March 31, 2020 and 2021, respectively. The increase in cash flows provided by operations for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily the result of higher gathering and processing revenues, lower direct operating and facility idling expenses and a $17 million income tax refund together with reduced cash used for working capital, partially offset by lower fresh water throughput and higher interest expense between periods.
Investing Activities. Net cash flows used in investing activities was $77 million and $28 million for the three months ended March 31, 2020 and 2021, respectively. The decrease in cash flows used in investing activities was primarily due to (i) a $40 million decrease in additions to our gathering system and (ii) an $11 million decrease in investments made in unconsolidated affiliates between periods.
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Financing Activities. Net cash used in financing activities was $71 million and $138 million for the three months ended March 31, 2020 and 2021, respectively. The increase in cash flows used in financing activities was primarily due to $200 million decrease in net borrowings on the Credit Facility between periods and no payments for contingent acquisition consideration or repurchases of common stock during the three months ended March 31, 2021. During the three months ended March 31, 2020, we used $125 million for payment to Antero Resources for contingent acquisition consideration (net of $8 million reflected in the cash flows provided by operating operations related to the accretion of fair value) and $16 million for repurchases of common stock.
2021 Capital Investment
The Board approved a 2021 capital budget with a range of $240 million to $260 million, which includes approximately $65 million of additional growth capital supporting the increased gross volumes expected from Antero Resources’ announced drilling partnership. These volumes are in addition to its previously disclosed maintenance capital program for 2021. Our capital budgets may be adjusted as business conditions warrant, and we plan to expand our existing Appalachian Basin gathering, compression and water handling infrastructure to accommodate Antero Resources’ announced development plans.
Antero Resources announced its 2021 consolidated drilling and completion budget of $590 million, which includes plans to operate three drilling rigs and complete between 65 and 70 horizontal wells on a gross basis, substantially all of which are located on acreage dedicated to us. Antero also announced that as a result of the drilling partnership, the Company will increase its drilled wells from a range of 65 to 70 wells to 80 to 85 wells in 2021 on a gross basis. A further or extended decline in commodity prices could cause some of Antero Resources’ or third parties’ development and production projects to be uneconomic or less profitable, which could reduce gathering and water handling volumes in our current and future potential areas of operation. Those reductions in gathering and water handling volumes could reduce our revenue and cash flows and adversely affect our ability to return capital to holders of our common stock.
For the three months ended March 31, 2021, our capital expenditures were approximately $30 million, including $1 million of capital investment in the Joint Venture.
Debt Agreements
Credit Facility
Antero Midstream Partners LP (“Antero Midstream Partners”), as borrower (the “Borrower”), entered into a senior secured revolving credit facility (as amended, the “Credit Facility”) with a consortium of banks on October 26, 2017. The Credit Facility includes fall away covenants and lower interest rates that are triggered if and when the Borrower elects to enter into an Investment Grade Period (as defined in the Credit Facility). The Credit Facility provides for borrowing under either the Eurodollar Rate or the Base Rate (as each term is defined in the Credit Facility).
The Credit Facility matures on October 26, 2022. As of March 31, 2021, we had $625 million of borrowings and no letters of credit outstanding under the Credit Facility. Lender commitments under the Credit Facility are currently $2.13 billion.
We have a choice of borrowing in Eurodollars or at the base rate. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable (i) with respect to base rate loans, quarterly and (ii) with respect to Eurodollar loans, the last day of each Interest Period (as defined below); provided that if any Interest Period for a Eurodollar loan exceeds three months, interest will be payable on the respective dates that fall every three months after the beginning of such Interest Period. Eurodollar loans bear interest at a rate per annum equal to the LIBOR Rate administered by the ICE Benchmark Administration for one, two, three, six or, if available to the lenders, twelve months (the “Interest Period”) plus an applicable margin ranging from 125 to 225 basis points (subject to certain exceptions), depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 25 to 125 basis points (subject to certain exceptions) depending on the leverage ratio then in effect.
The Credit Facility is guaranteed by our subsidiaries and is secured by mortgages on substantially all of Antero Midstream Partners’ and its subsidiaries’ properties. The Credit Facility contains restrictive covenants that may limit our ability to, among other things:
● | incur additional indebtedness; |
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● | sell assets; |
● | make loans to others; |
● | make investments; |
● | enter into mergers; |
● | make certain restricted payments; |
● | incur liens; and |
● | engage in certain other transactions without the prior consent of the lenders. |
The Credit Facility also requires us to maintain the following financial ratios (subject to certain exceptions):
● | a consolidated interest coverage ratio, which is the ratio of our consolidated EBITDA to its consolidated current interest charges of at least 2.5 to 1.0 at the end of each fiscal quarter; |
● | a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than 5.00 to 1.00 at the end of each fiscal quarter; provided that, at our election (the “Financial Covenant Election”), the consolidated total leverage ratio shall be no more than 5.25 to 1.0; and |
● | after a Financial Covenant Election, a consolidated senior secured leverage ratio covenant rather than the consolidated total leverage ratio covenant, which is the ratio of consolidated senior secured debt to consolidated EBITDA, of not more than 3.75 to 1.0. |
We were in compliance with the applicable covenants and ratios as of March 31, 2021.
Senior Notes
Please refer to Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements and to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2020 Form 10-K for information on our Senior Notes.
Non-GAAP Financial Measures
We use Adjusted EBITDA as an important indicator of our performance. In our presentation of Adjusted EBITDA for the three months ended March 31, 2020 and 2021 net income (loss) and the corresponding adjustments reflect our actual results of operations.
We define Adjusted EBITDA as net income before net interest expense, income tax expense, depreciation, impairment, accretion of asset retirement obligations, equity-based compensation, excluding equity in earnings of unconsolidated affiliates, amortization of customer relationships, loss on asset sale and including cash distributions from unconsolidated affiliates.
We use Adjusted EBITDA to assess:
● the financial performance of our assets, without regard to financing methods, capital structure or historical cost basis;
● our operating performance and return on capital as compared to other publicly traded companies in the midstream energy sector, without regard to financing or capital structure; and
● the viability of acquisitions and other capital expenditure projects.
Adjusted EBITDA is a non-GAAP financial measure. The GAAP measure most directly comparable to Adjusted EBITDA is net income. The non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to the GAAP measure
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of net income. Adjusted EBITDA presentations are not 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 in isolation or as a substitute for analyses of results as reported under GAAP. Our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other corporations.
The following table represents a reconciliation of our Adjusted EBITDA to the most directly comparable GAAP financial measure for the periods presented:
Three Months Ended March 31, | |||||||
(in thousands) |
| 2020 |
| 2021 | |||
Reconciliation of Net Income (Loss) to Adjusted EBITDA: |
| ||||||
Net income (loss) | $ | (392,933) | 83,441 | ||||
Interest expense, net | 37,631 | 42,866 | |||||
Income tax expense (benefit) | (144,785) | 28,024 | |||||
Amortization of customer relationships | 17,605 | 17,668 | |||||
Depreciation expense | 27,343 | 26,850 | |||||
Impairment | 664,544 | 1,379 | |||||
Accretion of asset retirement obligations | 42 | 119 | |||||
Equity-based compensation | 3,338 | 4,012 | |||||
Equity in earnings of unconsolidated affiliates | (19,077) | (20,744) | |||||
Distributions from unconsolidated affiliates | 23,628 | 31,910 | |||||
Loss on asset sale | — | 3,763 | |||||
Adjusted EBITDA | $ | 217,336 | 219,288 |
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our financial statements. We provide expanded discussion of our more significant accounting policies, estimates and judgments in the 2020 Form 10-K. We believe these accounting policies reflect our more significant estimates and assumptions used in preparation of our financial statements.
New Accounting Pronouncements
Please refer to Note 2—Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements for information on new accounting pronouncements.
Off-Balance Sheet Arrangements
As of March 31, 2021, we did not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.
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Commodity Price Risk
Our gathering and compression and water services agreements with Antero Resources provide for fixed-fee structures, and we intend to continue to pursue additional fixed-fee opportunities with Antero Resources and third parties in order to avoid direct commodity price exposure. However, to the extent that our future contractual arrangements with Antero Resources or third parties do not provide for fixed-fee structures, we may become subject to commodity price risk. We are subject to commodity price risks to the extent that they impact Antero Resources’ development program and production and therefore our gathering, compression, and water handling volumes. We cannot predict to what extent our business would be impacted by lower commodity prices and any resulting impact on Antero Resources’ operations.
Interest Rate Risk
Our primary exposure to interest rate risk results from outstanding borrowings under the Credit Facility, which has a floating interest rate. We do not currently, but may in the future, hedge the interest on portions of our borrowings under the Credit Facility from time-to-time in order to manage risks associated with floating interest rates. At March 31, 2021, we had $625 million of borrowings and no letters of credit outstanding under the Credit Facility. A 1.0% increase in the Credit Facility interest rate would have resulted in an estimated $1.6 million increase in interest expense for the three months ended March 31, 2021.
Credit Risk
We are dependent on Antero Resources as our primary customer, and we expect to derive substantially all of our revenues from Antero Resources for the foreseeable future. As a result, any event, whether in our area of operations or otherwise, that adversely affects Antero Resources’ production, drilling schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect our revenues and operating results.
Further, we are subject to the risk of non-payment or non-performance by Antero Resources, including with respect to our gathering and compression and water handling services agreements. We cannot predict the extent to which Antero Resources’ business would be impacted if conditions in the energy industry were to deteriorate, nor can we estimate the impact such conditions would have on Antero Resources’ ability to execute its drilling and development program or to perform under our agreements. Any material non-payment or non-performance by Antero Resources could adversely affect our revenues and operating results and our ability to return capital to stockholders.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2021 at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business.
We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisors and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or that these levels of insurance will be available in the future at economical prices.
Veolia
The Company is currently involved in a consolidated lawsuit with Veolia Water Technologies, Inc. (“Veolia”) and Veolia Water North America Operating Services, LLC (“Veolia North America”) relating to the Clearwater Facility.
On March 13, 2020, Antero Treatment LLC (“Antero Treatment”), a wholly owned subsidiary of the Company, filed suit against Veolia and Veolia North America in the district court of Denver County, Colorado, asserting claims of fraud, breach of contract and other related claims. Antero Treatment alleges that Veolia failed to meet its contractual obligations to design and build a “turnkey” wastewater disposal facility under a Design/Build Agreement dated August 18, 2015 (the “DBA”), and that Veolia fraudulently concealed certain design flaws during contract negotiations and continued to conceal and fraudulently misrepresent the impact of certain design changes post-execution of the DBA. Antero Treatment is seeking damages from Veolia of at least $457 million, which represents the Company’s recorded impairment of the idled Clearwater Facility. In the alternative, Antero Treatment sought rescission of the DBA and restitution of, at a minimum, the $230 million out-of-pocket costs paid to Veolia pursuant to the DBA. Antero Treatment also asserts related claims against Veolia North America, including equitable claims with respect to certain amounts Antero paid to Veolia North America.
On March 13, 2020, Veolia filed a separate suit against the Company, Antero Resources, and certain of the Company’s wholly owned subsidiaries (collectively, the “Antero Defendants”) in Denver County, Colorado. In its lawsuit, Veolia asserts breach of contract and equitable claims against the Antero Defendants for alleged failures under the DBA, including an allegation that the Antero Defendants improperly terminated the DBA to prevent Veolia from earning an approximate $26 million contract balance. The Antero Defendants vigorously deny Veolia’s claims. Veolia seeks money damages in an amount not yet specified. Veolia’s suit has been consolidated into the action filed by Antero Treatment.
On April 17, 2020, Veolia, Veolia North America and the Antero Defendants each filed partial motions to dismiss directed at certain claims asserted by the opposing party. On July 23, 2020, the Court dismissed Veolia’s equitable claims against the Antero Defendants and Antero Treatment’s alternative claim for rescission against Veolia. All other claims remain part of the consolidated action. The case is set for trial beginning on November 29, 2021.
Item 1A. Risk Factors.
We are subject to certain risks and hazards due to the nature of the business activities we conduct. For a discussion of these risks, see “Item 1A. Risk Factors” in the 2020 Form 10-K. There have been no material changes to the risks described in such report. We may experience additional risks and uncertainties not currently known to us. Furthermore, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect us.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The following table sets forth our share purchase activity for each period presented:
Approximate | |||||||||||
Total Number of | Dollar Value of | ||||||||||
Total Number | Average Price | Shares Purchased | Shares that May | ||||||||
of Shares | Paid per | as Part of Publicly | Yet be Purchased | ||||||||
Period |
| Purchased (1) | Share | Announced Plans (2) | Under the Plan |
| |||||
January 1, 2021 – January 31, 2021 | 189,776 | $ | 8.12 | — | $ | 149,767,409 | |||||
February 1, 2021 – February 28, 2021 | — | — | — | N/A | |||||||
March 1, 2021 – March 31, 2021 | — | — | — | N/A | |||||||
Total | 189,776 | $ | 8.12 | — | $ | 149,767,409 |
(1) | The total number of shares reflects shares transferred to us to satisfy tax withholding obligations incurred upon the vesting of equity awards held by our employees. |
(2) | In August 2019, the Board authorized a $300 million share repurchase program, which was extended through June 30, 2023 during the first quarter of 2021. During the three months ended March 31, 2021, we made no repurchases under this program. |
Item 5. Other Information.
As previously disclosed on the Form 8-K filed by the Company with the Securities and Exchange Commission on April 9, 2021 (File No. 001-38075), Brendan E. Krueger, currently Vice President of Finance and Treasurer of Antero Resources and the Company, will be named Chief Financial Officer of the Company and will continue to serve as Treasurer and Vice President of Antero Resources and the Company, effective as of April 30, 2021. In connection with Mr. Krueger’s appointment as Chief Financial Officer of the Company, on April 26, 2021, the Compensation Committee of the Company approved a total annualized base salary for services provided to both the Company and Antero Resources of $310,000, effective April 30, 2021.
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Item 6. Exhibits
Exhibit Number | Description of Exhibit | |
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
22.1 | Report on Form 10-K (Commission File No. 001-38075) filed on February 17, 2021). | |
31.1 | * | |
31.2 | * | |
32.1 | * | |
32.2 | * | |
101 | * | The following financial information from this Quarterly Report on Form 10-Q of Antero Midstream Corporation for the quarter ended March 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text. |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
The exhibits marked with the asterisk symbol (*) are filed or furnished with this Quarterly Report on Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ANTERO MIDSTREAM CORPORATION | |
By: | /s/ Michael N. Kennedy |
MICHAEL N. KENNEDY | |
Chief Financial Officer | |
Date: | April 28, 2021 |
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