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Antero Midstream Corp - Quarter Report: 2020 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

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: 001-38075

Graphic

ANTERO MIDSTREAM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

61-1748605

(State or other jurisdiction of
incorporation or organization)

(IRS Employer Identification No.)

1615 Wynkoop Street
Denver, Colorado

80202

(Address of principal executive offices)

(Zip Code)

(303357-7310

(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

Common Stock, par value $0.01

AM

New York Stock Exchange

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.  Yes   No

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).  Yes   No

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.

Large Accelerated Filer

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)  Yes   No

The registrant had 476,597,058 shares of common stock outstanding as of July 24, 2020.

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TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    

2

PART I—FINANCIAL INFORMATION

4

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

35

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

54

Item 4.

Controls and Procedures

55

PART II—OTHER INFORMATION

56

Item 1.

Legal Proceedings

56

Item 1A.

Risk Factors

56

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

57

Item 6.

Exhibits

58

SIGNATURES

59

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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,

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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, potential shut-ins of production by producers due to lack of downstream demand or storage capacity, and the other risks described or referenced under the heading “Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”) and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, each of 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.

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PART I—FINANCIAL INFORMATION

ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Balance Sheets

December 31, 2019 and June 30, 2020

(In thousands)

(Unaudited)

December 31,

June 30,

    

2019

   

2020

 

Assets

Cash and cash equivalents

$

1,235

2,997

Accounts receivable–Antero Resources

101,029

76,088

Accounts receivable–third party

4,574

3,392

Income tax receivable

17,547

Other current assets

1,720

645

Total current assets

108,558

100,669

Property and equipment, net

3,273,410

3,249,643

Investments in unconsolidated affiliates

709,639

729,823

Deferred tax asset

103,231

160,579

Customer relationships

1,498,119

1,462,908

Goodwill

575,461

Other assets, net

14,460

11,433

Total assets

$

6,282,878

5,715,055

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable–Antero Resources

$

3,146

2,714

Accounts payable–third party

6,645

19,822

Accrued liabilities

104,188

72,284

Contingent acquisition consideration

125,000

Other current liabilities

3,105

3,325

Total current liabilities

242,084

98,145

Long-term liabilities:

Long-term debt

2,892,249

3,088,785

Other

5,131

4,943

Total liabilities

3,139,464

3,191,873

Stockholders' Equity:

Preferred stock, $0.01 par value: 100,000 authorized at December 31, 2019 and June 30, 2020, respectively

Series A non-voting perpetual preferred stock; 12 designated and 10 issued and outstanding at both December 31, 2019 and June 30, 2020

Common stock, $0.01 par value; 2,000,000 authorized; 484,042 and 476,486 issued and outstanding at December 31, 2019 and June 30, 2020, respectively

4,840

4,765

Additional paid-in capital

3,480,139

3,164,474

Accumulated loss

(341,565)

(646,057)

Total stockholders' equity

3,143,414

2,523,182

Total liabilities and stockholders' equity

$

6,282,878

5,715,055

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended June 30, 2019 and 2020

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended June 30,

    

2019

    

2020

Revenue:

    

    

Gathering and compression–Antero Resources

$

168,925

173,991

Water handling–Antero Resources

95,181

63,351

Water handling and treatment–third party

46

Amortization of customer relationships

(8,534)

(17,606)

Total revenue

255,618

219,736

Operating expenses:

Direct operating

63,998

42,067

General and administrative (including $21,543 and $2,697 of equity-based compensation in 2019 and 2020, respectively)

34,622

12,422

Facility idling

2,475

Impairment of property and equipment

594

Depreciation

36,447

27,745

Accretion and change in fair value of contingent acquisition consideration

2,297

Accretion of asset retirement obligations

69

61

Loss on asset sale

240

Total operating expenses

138,027

85,010

Operating income

117,591

134,726

Interest expense, net

(31,521)

(35,311)

Equity in earnings of unconsolidated affiliates

13,623

20,947

Income before income taxes

99,693

120,362

Provision for income tax expense

(30,419)

(31,921)

Net income and comprehensive income

$

69,274

88,441

Net income per share–basic

$

0.14

0.19

Net income per share–diluted

$

0.14

0.18

Weighted average common shares outstanding:

Basic

506,816

476,836

Diluted

507,767

478,837

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Six Months Ended June 30, 2019 and 2020

(Unaudited)

(In thousands, except per share amounts)

Six Months Ended June 30,

    

2019

    

2020

Revenue:

    

    

Gathering and compression–Antero Resources

$

202,459

337,120

Water handling–Antero Resources

117,532

161,535

Water handling–third party

50

Amortization of customer relationships

(10,315)

(35,211)

Total revenue

309,726

463,444

Operating expenses:

Direct operating

78,980

90,795

General and administrative (including $32,966 and $6,035 of equity-based compensation in 2019 and 2020, respectively)

54,431

25,959

Facility idling

11,153

Impairment of goodwill

575,461

Impairment of property and equipment

594

89,083

Depreciation

44,097

55,088

Accretion and change in fair value of contingent acquisition consideration

3,346

Accretion of asset retirement obligations

79

103

Loss on asset sale

240

Total operating expenses

181,527

847,882

Operating income (loss)

128,199

(384,438)

Interest expense, net

(37,738)

(72,942)

Equity in earnings of unconsolidated affiliates

16,503

40,024

Income (loss) before income taxes

106,964

(417,356)

Provision for income tax benefit (expense)

(28,042)

112,864

Net income (loss) and comprehensive income (loss)

$

78,922

(304,492)

Net income (loss) per share–basic and diluted

$

0.21

(0.63)

Weighted average common shares outstanding:

Basic

381,045

479,969

Diluted

382,026

479,969

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statement of Partners’ Capital and Stockholders’ Equity

Six Months Ended June 30, 2019

(Unaudited)

(In thousands)

Common

Shares

Representing

Limited

Additional

Partner

Series B

Preferred

Common Stock

Paid-In

Accumulated

Total

Interests

Unitholders

Stock

Shares

Amount

Capital

Earnings

Equity

Balance at December 31, 2018

    

$

(41,969)

    

72,830

    

    

    

$

    

    

    

30,861

Distributions to unitholders

(30,543)

(3,720)

(34,263)

Net (loss) and comprehensive (loss) pre-acquisition

(13,549)

(13,549)

Equity-based compensation pre-acquisition

7,034

7,034

Exchange of common shares for shares of common stock and cash consideration paid

79,027

(69,110)

506,641

5,066

4,002,898

4,017,881

Issuance of Series A non-voting perpetual preferred stock

Equity-based compensation post-acquisition

4,389

4,389

Net income and comprehensive income post-acquisition

23,197

23,197

Balance at March 31, 2019

506,641

5,066

4,007,287

23,197

4,035,550

Dividends to shareholders

(152,180)

(152,180)

Equity-based compensation

21,543

21,543

Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes

206

2

(1,830)

(1,828)

Net income and comprehensive income

69,274

69,274

Balance at June 30, 2019

$

506,847

$

5,068

3,874,820

92,471

3,972,359

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statement of Stockholders’ Equity

Six Months Ended June 30, 2020

(Unaudited)

(In thousands)

Additional

Accumulated

Preferred

Common Stock

Paid-In

Income

Total

Stock

Shares

Amount

Capital

(Loss)

Equity

Balance at December 31, 2019

    

$

    

484,042

    

$

4,840

    

3,480,139

    

(341,565)

    

3,143,414

Dividends to stockholders

(149,014)

(149,014)

Equity-based compensation

3,338

3,338

Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes

43

(26)

(26)

Repurchases and retirement of common stock

(4,700)

(46)

(15,778)

(15,824)

Net (loss) and comprehensive (loss)

(392,933)

(392,933)

Balance at March 31, 2020

$

479,385

$

4,794

3,318,659

(734,498)

2,588,955

Dividends to stockholders

(147,656)

(147,656)

Equity-based compensation

2,697

2,697

Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes

311

4

(370)

(366)

Repurchases and retirement of common stock

(3,210)

(33)

(8,856)

(8,889)

Net income and comprehensive income

88,441

88,441

Balance at June 30, 2020

$

476,486

$

4,765

3,164,474

(646,057)

2,523,182

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO MIDSTREAM CORPORATION

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30, 2019 and 2020

(Unaudited)

(In thousands)

Six Months Ended June 30,

    

2019

    

2020

 

Cash flows provided by (used in) operating activities:

    

    

  

Net income (loss)

$

78,922

(304,492)

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

Distributions from Antero Midstream Partners LP, prior to the Transactions

43,492

Depreciation

44,097

55,088

Payment of contingent consideration in excess of acquisition date fair value

(34,342)

Accretion and change in fair value of contingent acquisition consideration

3,425

103

Impairment

594

664,544

Deferred income taxes

28,042

(56,408)

Equity-based compensation

32,966

6,035

Equity in earnings of unconsolidated affiliates

(16,503)

(40,024)

Distributions from unconsolidated affiliates

23,860

41,828

Amortization of customer relationships

10,315

35,211

Amortization of deferred financing costs

1,102

2,190

Settlement of asset retirement obligations

(601)

Loss on asset sale

240

Changes in assets and liabilities:

Accounts receivable–Antero Resources

38,414

24,941

Accounts receivable–third party

9

1,089

Income tax receivable

(17,547)

Other current assets

(1,867)

930

Accounts payable–Antero Resources

973

(432)

Accounts payable–third party

(4,629)

5,495

Income taxes payable

(15,370)

Accrued liabilities

(15,678)

(21,701)

Net cash provided by operating activities

252,164

362,147

Cash flows provided by (used in) investing activities:

Additions to gathering systems and facilities

(89,206)

(103,937)

Additions to water handling systems

(51,984)

(19,477)

Investments in unconsolidated affiliates

(103,409)

(21,988)

Cash received on acquisition of Antero Midstream Partners LP

619,532

Cash consideration paid to Antero Midstream Partners LP unitholders

(598,709)

Cash received in asset sale

123

Change in other assets

2,375

1,938

Net cash used in investing activities

(221,401)

(143,341)

Cash flows provided by (used in) financing activities:

Distributions to unitholders and dividends to stockholders

(182,625)

(296,395)

Distributions to Series B unitholders

(3,720)

Distributions to preferred stockholders

(98)

(275)

Repurchases of common stock

(24,713)

Issuance of senior notes

650,000

Payments of deferred financing costs

(6,952)

Borrowings (repayments) on bank credit facilities, net

(480,500)

195,500

Payment for contingent acquisition consideration

(90,658)

Employee tax withholding for settlement of equity compensation awards

(1,828)

(392)

Other

(71)

(111)

Net cash used in financing activities

(25,794)

(217,044)

Net increase in cash and cash equivalents

4,969

1,762

Cash and cash equivalents, beginning of period

2,822

1,235

Cash and cash equivalents, end of period

$

7,791

2,997

Supplemental disclosure of cash flow information:

Cash paid during the period for interest

$

31,147

74,665

Cash refund received (paid) during the period for income taxes

$

(16,001)

38,910

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

$

9,447

(3,461)

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO MIDSTREAM CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

(1) Organization

Antero Midstream Corporation was originally formed as Antero Resources Midstream Management LLC in 2013 to become the general partner of Antero Midstream Partners LP (“Antero Midstream Partners”).  On May 4, 2017, Antero Resources Midstream Management LLC converted from a limited liability company to a limited partnership under the laws of the State of Delaware and changed its name to Antero Midstream GP LP (“AMGP”) in connection with its initial public offering.  On March 12, 2019, pursuant to the Simplification Agreement, dated as of October 9, 2018, by and among AMGP, Antero Midstream Partners and certain of their affiliates (the “Simplification Agreement”), (i) AMGP was converted from a limited partnership to a corporation under the laws of the State of Delaware and changed its name to Antero Midstream Corporation (the “Conversion”), (ii) an indirect, wholly owned subsidiary of Antero Midstream Corporation was merged with and into Antero Midstream Partners, with Antero Midstream Partners surviving the merger as an indirect, wholly owned subsidiary of Antero Midstream Corporation (the “Merger”), and (iii) Antero Midstream Corporation exchanged (the “Series B Exchange” and, together with the Conversion, the Merger and the other transactions pursuant to by the Simplification Agreement, the “Transactions”) each issued and outstanding Series B Unit (the “Series B Units”) representing a membership interest in Antero IDR Holdings LLC (“IDR Holdings”) for 176.0041 shares of its common stock, par value $0.01 per share (“AM common stock”). As a result of the Transactions, Antero Midstream Partners became and is now a wholly owned subsidiary of Antero Midstream Corporation and former shareholders of AMGP, unitholders of Antero Midstream Partners, including Antero Resources Corporation (“Antero Resources”), and holders of Series B Units became owners of AM common stock. Unless the context otherwise requires, references to the “Company,” “we,” “us” or “our” refer to (i) for the period prior to March 13, 2019, AMGP and its consolidated subsidiaries, which did not include Antero Midstream Partners and its subsidiaries, and (ii) for the period beginning on March 13, 2019, Antero Midstream Corporation and its consolidated subsidiaries, including Antero Midstream Partners and its subsidiaries, including Antero Midstream LLC, Antero Water LLC (“Antero Water”), Antero Treatment LLC, and Antero Midstream Finance Corporation (“Finance Corp”).

We are a growth-oriented midstream company formed to own, operate and develop midstream energy infrastructure primarily to service Antero Resources and its production and completion activity in the Appalachian Basin’s Marcellus Shale and Utica Shale located in West Virginia and Ohio. Our assets consist of gathering pipelines, compressor stations, interests in processing and fractionation plants, and water handling assets. The Company, through Antero Midstream Partners and its affiliates, 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, 2019 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, 2019 consolidated financial statements were included in the Company’s 2019 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, 2019 and June 30, 2020, the results of the Company’s operations for the three and six months ended June 30, 2019 and 2020, and its cash flows for the six months ended June 30, 2019 and 2020. The Company has no items of other comprehensive income (loss); therefore, net income (loss) is equal to comprehensive income (loss).

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

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 6—Transactions with Affiliates).

(b)

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include (i) for the period prior to March 13, 2019, the accounts of AMGP and its consolidated subsidiaries, which did not include Antero Midstream Partners and its subsidiaries, and (ii) for the period beginning on March 13, 2019, the accounts of Antero Midstream Corporation and its consolidated subsidiaries, including Antero Midstream Partners and its subsidiaries, which were acquired in the Transactions. See Note 3—Business Combination. All significant intercompany accounts and transactions have been eliminated in the Company’s unaudited condensed consolidated financial statements.

(c)

Revenue Recognition

The Company, through Antero Midstream Partners and its affiliates, provides gathering, compression and water handling services under fee-based contracts primarily based on throughput or at cost plus a margin. Certain of these contracts contain operating leases of the Company’s assets under GAAP. Under these arrangements, the Company receives fees for gathering, compression services and water handling services. The revenue the Company earns from these arrangements is directly related to (i) in the case of natural gas gathering and compression, the volumes of metered natural gas that it gathers, compresses and delivers to natural gas compression sites or other transmission delivery points, (ii) in the case of fresh water services, the quantities of fresh water delivered to its customers for use in their well completion operations, (iii) in the case of wastewater treatment services performed by the Company prior to idling of the Clearwater Facility (as defined below) in September 2019, the quantities of wastewater treated for its customers, (iv) in the case of wastewater services provided by third parties, the third-party costs the Company incurs plus 3%, or (v) in the case of flowback and produced water treatment performed by the Company, a cost of service fee based on the costs incurred by the Company. The Company recognizes revenue when it satisfies a performance obligation by delivering a service to a customer or the use of leased assets to a customer. The Company includes lease revenue within revenues by service. See Note 7—Revenue.

(d)

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets, liabilities and the disclosure of contingent liabilities. Items subject to estimates and assumptions include the useful lives of property and equipment, the valuation of assets and liabilities acquired from Antero Midstream Partners, as well as the valuation of accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates.

(e)

Cash and Cash Equivalents

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

(f)

Property and Equipment

Property and equipment primarily consists of gathering pipelines, compressor stations and the wastewater treatment facility and related landfill (collectively, the “Clearwater Facility”) previously used for the disposal of salt therefrom, other flowback and produced water treatment facilities, and fresh water delivery pipelines and facilities stated at historical cost less accumulated depreciation, amortization and impairment. The Company capitalizes construction-related direct labor and material costs. Maintenance and repair costs are expensed as incurred.

Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives and salvage values of assets. The depreciation of fixed assets recorded under operating lease agreements is included in depreciation expense. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions, and supply and demand for the Company’s services in the areas in which it operates. When assets are placed into service, management makes estimates with respect to useful lives and salvage values that management believes are reasonable.

Amortization of landfill airspace consists of the amortization of landfill capital costs, including those that have been incurred and capitalized and estimated future costs for landfill development and construction, and the amortization of asset retirement costs arising from landfill final capping, closure, and post-closure obligations. Amortization expense is recorded on a units-of-consumption basis, applying cost as a rate per-cubic yard. The rate per-cubic yard is calculated by dividing each component of the amortizable basis of the landfill by the number of cubic yards needed to fill the corresponding asset’s airspace. Landfill capital costs and closure and post-closure asset retirement costs are generally incurred to support the operation of the landfill over its entire operating life and are, therefore, amortized on a per-cubic yard basis using a landfill’s total airspace capacity. Estimates of disposal capacity and future development costs are created using input from independent engineers and internal technical teams and are reviewed at least annually.

The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable.  Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed.  If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs, and discount rates typical of third-party market participants, which is a Level 3 fair value measurement. The Company recognized an impairment with respect to the freshwater delivery system during the six months ended June 30, 2020.

(g)

Asset Retirement Obligations

The Company’s asset retirement obligations include its obligation to close, maintain, and monitor landfill cells and support facilities. After the entire landfill reaches capacity and is certified closed, the Company must continue to maintain and monitor the landfill for a post-closure period, which generally extends for 30 years. The Company records the fair value of its landfill retirement obligations as a liability in the period in which the regulatory obligation to retire a specific asset is triggered. For the Company’s individual landfill cells, the required closure and post-closure obligations under the terms of its permits and its intended operation of the landfill cell are triggered and recorded when the cell is placed into service and salt is initially disposed in the landfill cell. The fair value is based on the total estimated costs to close the landfill cell and perform post-closure activities once the landfill cell has reached capacity and is no longer accepting salt. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform closure and post-closure activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Landfill retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a units-of-consumption basis as the disposal capacity is consumed.

Asset retirement obligations are recorded for fresh water impoundments and waste water pits when an abandonment date is identified. The Company records the fair value of its freshwater impoundment and waste water pit retirement obligations as liabilities in the period in which the regulatory obligation to retire a specific asset is triggered. The fair value is based on the total reclamation costs of the assets. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform remediation activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Fresh water impoundments and wastewater pit retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a straight-line basis until reclamation.

The Company is under no legal obligations, neither contractually nor under the doctrine of promissory estoppel, to restore or dismantle its gathering pipelines, compressor stations, water delivery pipelines, flowback and produced water facilities and the Clearwater Facility upon abandonment. See Note 4—Clearwater Facility Idling.

(h)

Equity-Based Compensation

The Company’s unaudited condensed consolidated financial statements include equity-based compensation costs related to awards granted by its own plans, as in place before and after the Transactions, as well as costs allocated by Antero Resources for grants made prior to the Transactions. Costs allocated from Antero Resources are offset to additional paid in capital on the unaudited condensed consolidated balance sheet. See Note 6—Transactions with Affiliates for additional information regarding Antero Resources’ allocation of expenses to the Company. For awards granted under its own plan, the Company recognizes compensation cost related to all equity-based awards in the financial statements based on the estimated grant date fair value. The Company is authorized to grant various types of equity-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, dividend equivalent awards and other types of awards. The grant date fair values of such awards are determined based on the type of award and may utilize market prices on the date of grant, Black-Scholes option-pricing model, Monte Carlo simulations or other acceptable valuation methodologies, as appropriate for the type of equity-based award. Compensation cost is recognized ratably over the applicable vesting or service period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. See Note 11—Equity-Based Compensation.

(i)

Income Taxes

The Company recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss carryforwards for income tax purposes and the differences between the financial statement and tax basis of assets and liabilities.  The effect of changes in tax laws or tax rates is recognized in income during the period such changes are enacted.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.  The Company regularly reviews its tax positions in each significant taxing jurisdiction during the process of evaluating its tax provision.  The Company makes adjustments to its tax provision when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; and/or (ii) a tax position is effectively settled with a tax authority at a differing amount.  

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted.  The CARES Act allows corporations with net operating losses (“NOLs”) incurred in 2018, 2019, and 2020 to carry back such NOLs to each of the five years preceding the year of the NOLs, beginning with the earliest year in which there was taxable income, and claim an income tax refund in the applicable carryback years.  As a result of this NOLs carryback provision in the CARES Act, the Company was able to recognize an income tax refund receivable in March 2020 of $55 million, including $11 million in current income tax benefit and $44 million of previously recognized deferred income tax benefit.  As of June 30, 2020, the Company had received $39 million of this refund.

(j)

Fair Value Measures

The Financial Accounting Standards Board (the “FASB”) ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long-lived assets).  The fair value is the price that

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

the Company estimates would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  A fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value.  An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.  The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs.  Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.

The carrying values on the unaudited condensed balance sheet of the Company’s cash and cash equivalents, accounts receivable—Antero Resources, accounts receivable—third party, other current assets, accounts payable—Antero Resources, accounts payable—third party, accrued liabilities and other current liabilities approximate fair values due to their short-term maturities. The assets and liabilities of Antero Midstream Partners were recorded at fair value as of the acquisition date, March 12, 2019 (see Note 3—Business Combination). Additionally, the Company uses certain fair valuation techniques in performing its goodwill impairment test described below and in determining the fair value of the freshwater delivery system, both of which were impaired in the first quarter of 2020.

(k)

Investments in Unconsolidated Affiliates

The Company uses the equity method to account for its investments in companies if the investment provides the Company with the ability to exercise significant influence over, but not control of, the operating and financial policies of the investee. The Company’s unaudited condensed consolidated net income (loss) includes the Company’s proportionate share of the net income or loss of such companies. The Company’s judgment regarding the level of influence over each equity method investee includes considering key factors such as the Company’s ownership interest, representation on the board of directors and participation in policy-making decisions of the investee and material intercompany transactions. See Note 15—Investments in Unconsolidated Affiliates.

(l)

Business Combinations

The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, with any remaining difference recorded as goodwill. For acquisitions, management engages an independent valuation specialist, as applicable, to assist with the determination of fair value of the assets acquired, liabilities assumed, and goodwill, based on recognized business valuation methodologies.  If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded.  Subsequent to the acquisition, and not later than one year from the acquisition date, the Company will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the acquisition date.  An adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period of the adjustment. Acquisition-related costs are expensed as incurred in connection with each business combination. See Note 3—Business Combination.

(m)

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business.  Goodwill is not amortized, but rather is tested for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value.  The impairment test requires allocating goodwill and other assets and liabilities to reporting units.  The fair value of each reporting unit is determined and compared to the carrying value of the reporting unit.  The fair value is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements. If the fair value of the reporting unit is less than the carrying value, including goodwill, the excess of the book value over the fair value of goodwill is charged to net income as an impairment expense.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

Amortization of intangible assets with definite lives is calculated using the straight-line method, which is reflective of the benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. If the sum of the expected undiscounted future cash flows related to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. See Note 4—Clearwater Facility Idling and Note 5—Goodwill and Intangibles.

(n)

Treasury Share Retirement

The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first, to additional paid-in capital, and then, to accumulated earnings. The portion allocable to additional paid-in capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares outstanding, to the balance of additional paid-in capital as of retirement.

(3) Business Combination

On March 12, 2019, AMGP and Antero Midstream Partners completed the Transactions. The Transactions have been accounted for using the acquisition method of accounting with Antero Midstream Corporation identified as the acquirer of Antero Midstream Partners.

The components of the fair value of consideration transferred are as follows (in thousands):

Fair value of shares of AM common stock issued(1)

    

$

4,017,881

Cash

598,709

Total fair value of consideration transferred

$

4,616,590

(1)The fair value of each share of AM common stock issued in connection with the Transactions was determined to be $12.54, the closing price of AMGP common shares on March 12, 2019.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

The final purchase price allocation of the Transactions are summarized in the table below. The fair value of assets acquired and liabilities assumed at March 12, 2019, were as follows (in thousands):

Cash and cash equivalents

    

$

619,532

Accounts receivable–Antero Resources

142,312

Accounts receivable–third party

117

Other current assets

1,150

Property and equipment, net

3,371,427

Investments in unconsolidated affiliates

568,285

Customer relationships

1,567,000

Other assets, net

42,887

Total assets acquired

6,312,710

Accounts payable–Antero Resources

3,316

Accounts payable–third party

30,674

Accrued liabilities

87,021

Other current liabilities

537

Long-term debt

2,364,935

Contingent acquisition consideration

116,924

Other liabilities

8,524

Total liabilities assumed

2,611,931

Net assets acquired, excluding goodwill

3,700,779

Goodwill

915,811

Net assets acquired

$

4,616,590

All customer relationships are subject to amortization, which is recognized over a weighted-average period of 23 years for the remaining economic life of the relationship.

The purchase price allocation resulted in the recognition of $915 million of goodwill, including $575 million within the Company’s gathering and processing segment and $340 million of goodwill within its water handling segment. Substantially all of the goodwill is expected to be deductible for tax purposes. Goodwill represented the efficiencies realized with simplifying our corporate structure to own, operate and develop midstream energy infrastructure primarily to service Antero Resources. See Note 5—Goodwill and Intangibles.

The Company’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2019 include $6 million of acquisition-related costs associated with the Transactions. These costs were expensed as general and administrative costs.

(4) Clearwater Facility Idling

On September 18, 2019, the Company commenced a strategic evaluation of the Clearwater Facility, at which time such facility was idled. The Company expects the facility to continue to be idled for the foreseeable future. Accordingly, the Company performed an impairment analysis of the facility and determined: (i) to reduce the carrying value of the facility to its estimated salvage value, which included the land associated with the Clearwater Facility; (ii) the fair value of the goodwill assigned to the wastewater treatment reporting unit was less than its carrying value, resulting in an impairment charge to goodwill; and (iii) the customer relationships intangible asset was impaired. The following table shows the impairment charges for the year ended December 31, 2019 related to the Clearwater Facility (in thousands):

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

Impairment of property and equipment

    

$

408,882

Impairment of goodwill

42,290

Impairment of customer relationships

11,871

Total impairment expense

$

463,043

The Company incurred $2.5 million and $11.2 million in facility idling costs for the care and maintenance of the Clearwater Facility during the three and six months ended June 30, 2020, respectively.

(5) 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 third quarter of 2019, the Company incurred impairment charges to the goodwill and customer relationships intangible asset associated with the Clearwater Facility, which is in the water handling segment. See Note 4—Clearwater Facility Idling.

During the fourth quarter of 2019, the Company incurred impairment charges of $298 million to its fresh water delivery and services reporting unit, which is in the water handling segment. This was primarily due to decreased water volumes driven by decreased drilling and increased use of water blending operations by Antero Resources. There was no goodwill remaining in this segment after this impairment was incurred.

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 $575 million associated with its gathering and processing segment in the first quarter of 2020.

All customer relationships are subject to amortization and are amortized over a weighted-average period of 23 years, which reflects the remaining economic life of the relationships. The changes in the carrying amount of customer relationships for the six months ended June 30, 2020 were as follows (in thousands):

Customer relationships as of December 31, 2019

    

$

1,498,119

Accumulated amortization

(35,211)

Customer relationships as of June 30, 2020

$

1,462,908

Future amortization expense is as follows (in thousands):

Remainder of year ending December 31, 2020

    

$

35,463

Year ending December 31, 2021

70,672

Year ending December 31, 2022

70,672

Year ending December 31, 2023

70,672

Year ending December 31, 2024

70,672

Year ending December 31, 2025

70,672

Thereafter

1,074,085

Total

$

1,462,908

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

(6) Transactions with Affiliates

(a)

Revenues

Substantially all revenues earned in the three and six months ended June 30, 2019 and 2020 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.

(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 $1.9 million and $1.5 million during the three months ended June 30, 2019 and 2020, respectively, and $2.3 million and $3.5 million during the six months ended June 30, 2019 and 2020, respectively. These costs were for services provided by employees associated with the operation of the Company’s gathering lines, compressor stations, and water handling assets.  General and administrative expense includes costs charged to the Company by Antero Resources of $11.8 million and $6.4 million during the three months ended June 30, 2019 and 2020, respectively, and $13.9 million and $12.8 million during the six months ended June 30, 2019 and 2020, respectively.  These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation.  These expenses are charged to the Company based on (i) the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable, and (ii) an annual management services fee.  The Company reimburses Antero Resources directly for all general and administrative costs charged to it.  See Note 11—Equity-Based Compensation.

(7) Revenue

(a)

Revenue from Contracts with Customers

All of the Company’s revenues are 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 volumetric targets at certain points during such time. Antero Resources achieved the volumetric targets the first and second quarters of 2020. For the three and six months ended June 30, 2020, the Company provided Antero Resources $12 million and $24 million in rebates, respectively. Upon completion of the initial contract term, the gathering and compression agreement will continue in effect

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

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 180th day prior to the anniversary of such effective date.

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 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 as 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 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. 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 180th day prior to the anniversary of such effective date. Under the agreement, the Company receives a fixed fee per barrel for fresh water deliveries by pipeline directly to the well site. Additionally, the Company receives a fixed fee per barrel for fresh water delivered by truck to high-rate transfer facilities. For flowback and produced water blending services, the Company receives a cost of service fee based on the costs incurred by the Company. Antero Resources also agreed to pay the Company a fixed fee per barrel for wastewater treatment at the Clearwater Facility, which was idled in the third quarter of 2019 and which the Company expects will remain idled for the foreseeable future. All such fees under the agreement are subject to annual CPI-based adjustments and additional fees based on certain costs.

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 3% markup.

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, flowback and produced water blending services have been completed, or prior to the idling of the Clearwater Facility in September 2019, when the wastewater volumes were delivered to the Clearwater Facility. 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 minimum volume commitments that require Antero Resources to utilize or pay for 75% of the

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

gathering capacity and 70% of the compression capacity of such new construction for 10 years. The Company recognizes lease income from its minimum volume commitments under its gathering and compression agreement on a straight-line basis and additional operating lease income is earned when excess volumes are delivered under the contract. The Company is not party to any leases that have not commenced. Minimum volume commitments for fresh water deliveries under the water services agreement concluded at December 31, 2019.

Minimum revenue amounts under the gathering and compression minimum volume commitments are as follows (in thousands):

Remainder of 2020

    

$

80,262

Year ending December 31, 2021

235,901

Year ending December 31, 2022

235,901

Year ending December 31, 2023

235,901

Year ending December 31, 2024

236,547

Year ending December 31, 2025

222,858

Thereafter

499,138

Total

$

1,746,508

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

(b)

Disaggregation of Revenue

In the following table, revenue is disaggregated by type of service and type of fee. The table also identifies the reportable segment to which the disaggregated revenues relate. For more information on reportable segments, see Note 16—Reporting Segments.

Three Months Ended June 30,

Six Months Ended June 30,

Segment to which

(in thousands)

2019

2020

2019

2020

revenues relate

Revenue from contracts with customers

    

    

    

    

    

Type of service

Gathering—low pressure

$

78,807

85,791

94,634

166,939

Gathering and Processing(1)

Gathering—low pressure rebate

(12,000)

(24,000)

Gathering and Processing(1)

Gathering—high pressure

47,749

51,577

57,032

100,490

Gathering and Processing(1)

Compression

42,369

48,623

50,793

93,691

Gathering and Processing(1)

Fresh water delivery

43,429

36,900

54,204

102,718

Water Handling

Wastewater treatment

12,011

14,441

Water Handling

Other fluid handling

39,787

26,451

48,937

58,817

Water Handling

Amortization of customer relationships(2)

(2,402)

(9,239)

(2,903)

(18,477)

Gathering and Processing

Amortization of customer relationships(2)

(6,132)

(8,367)

(7,412)

(16,734)

Water Handling

Total

$

255,618

219,736

309,726

463,444

Type of contract

Per Unit Fixed Fee

$

168,925

185,991

202,459

361,120

Gathering and Processing(1)

Gathering—low pressure rebate

(12,000)

(24,000)

Gathering and Processing(1)

Per Unit Fixed Fee

55,440

36,900

68,645

102,718

Water Handling

Cost plus 3%

39,787

23,742

48,937

54,687

Water Handling

Cost of service fee

2,709

4,130

Water Handling

Amortization of customer relationships(2)

(2,402)

(9,239)

(2,903)

(18,477)

Gathering and Processing

Amortization of customer relationships(2)

(6,132)

(8,367)

(7,412)

(16,734)

Water Handling

Total

$

255,618

219,736

309,726

463,444

(1)Revenue related to the gathering and processing segment is classified as lease income related to the gathering system.
(2)Fair value of customer contracts acquired as part of the Transactions discussed in Note 3—Business Combination.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

(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.

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 not required to disclose the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

(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, 2019 and June 30, 2020, the Company’s receivables with customers were $101 million and $76 million, respectively.

(8) Property and Equipment

The Company’s investment in property and equipment for the periods presented is as follows:

Estimated

December 31,

June 30,

(in thousands)

    

useful lives

    

2019

2020

Land

    

n/a

    

$

23,549

    

23,582

Gathering systems and facilities

40-50 years(1)

2,375,241

2,577,408

Permanent buried pipelines and equipment

7-20 years

602,230

537,173

Surface pipelines and equipment

1-7 years

48,594

42,919

Landfill

n/a(2)

1,244

1,244

Heavy trucks and equipment

3-5 years

6,617

5,919

Above ground storage tanks

5-10 years

3,418

1,868

Construction-in-progress

n/a

 

300,165

163,575

Total property and equipment

3,361,058

3,353,688

Less accumulated depreciation

(87,648)

(104,045)

Property and equipment, net

$

3,273,410

3,249,643

(1)Gathering systems and facilities are recognized as a single-leased asset with no residual value.
(2)Amortization of landfill costs is recorded over the life of the landfill on a units-of-consumption basis.

Due to the decline in commodity prices and industry environment, 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 $89 million, which included an $83 million impairment expense to its permanent buried pipelines and equipment and a $6 million impairment expense to its surface pipelines and equipment.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

(9) Long-Term Debt

The Company’s long-term debt as of December 31, 2019 and June 30, 2020 was as follows at:

(Unaudited)

December 31,

June 30,

(in thousands)

2019

2020

Credit Facility (a)

    

$

959,500

    

1,155,000

5.375% senior notes due 2024 (b)

652,600

652,600

5.75% senior notes due 2027 (c)

653,250

653,250

5.75% senior notes due 2028 (d)

650,000

650,000

Net unamortized debt issuance costs

(23,101)

(22,065)

Total long-term debt

$

2,892,249

3,088,785

(a)

Antero Midstream Partners Revolving Credit Facility

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 $2.13 billion. At December 31, 2019, the Borrower had borrowings under the Credit Facility of $960 million with a weighted average interest rate of 3.15%. At June 30, 2020, the Borrower had borrowings under the Credit Facility of $1.2 billion with a weighted average interest rate of 1.69%. No letters of credit under the Credit Facility were outstanding at either December 31, 2019 or June 30, 2020. The maturity date of the facility is October 26, 2022. The Credit Facility includes fall away covenants and lower interest rates that are triggered if and when the Borrower is assigned an Investment Grade Rating (as defined in the Credit Facility).

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 our organizational documents. The Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2019 and June 30, 2020.

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 0.25% to 0.375% (subject to certain exceptions) based on the leverage ratio then in effect.

(b)

5.375% Senior Notes Due 2024

On September 13, 2016, Antero Midstream Partners and its wholly owned subsidiary, Finance Corp (together with Antero Midstream Partners, the “Issuers”), issued $650 million in aggregate principal amount of 5.375% senior notes due September 15, 2024 (the “2024 Notes”) at par.  The 2024 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.  The 2024 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries.  Interest on the 2024 Notes is payable on March 15 and September 15 of each year.  Antero Midstream Partners may redeem all or part of the 2024 Notes at any time at redemption prices ranging from 104.031% as of June 30, 2020 to 100.00% on or after September 15, 2022.  If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2024 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2024 Notes at a price equal to 101% of the principal amount of the 2024 Notes, plus accrued and unpaid interest.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

(c)

5.75% Senior Notes Due 2027

On February 25, 2019, the Issuers issued $650 million in aggregate principal amount of 5.75% senior notes due March 1, 2027 (the “2027 Notes”) at par.  The 2027 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.  The 2027 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries.  Interest on the 2027 Notes is payable on March 1 and September 1 of each year.  Antero Midstream Partners may redeem all or part of the 2027 Notes at any time on or after March 1, 2022 at redemption prices ranging from 102.875% on or after March 1, 2022 to 100.00% on or after March 1, 2025.  In addition, prior to March 1, 2022, Antero Midstream Partners may redeem up to 35% of the aggregate principal amount of the 2027 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.75% of the principal amount of the 2027 Notes, plus accrued and unpaid interest.  At any time prior to March 1, 2022, Antero Midstream Partners may also redeem the 2027 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2027 Notes plus a “make-whole” premium and accrued and unpaid interest.  If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2027 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2027 Notes at a price equal to 101% of the principal amount of the 2027 Notes, plus accrued and unpaid interest.

(d)

5.75% Senior Notes Due 2028

On June 28, 2019, the Issuers issued $650 million in aggregate principal amount of 5.75% senior notes due January 15, 2028 (the “2028 Notes”) at par.  The 2028 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.  The 2028 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries.  Interest on the 2028 Notes is payable on January 15 and July 15 of each year.  Antero Midstream Partners may redeem all or part of the 2028 Notes at any time on or after January 15, 2023 at redemption prices ranging from 102.875% on or after January 15, 2023 to 100.00% on or after January 15, 2026.  In addition, prior to January 15, 2023, Antero Midstream Partners may redeem up to 35% of the aggregate principal amount of the 2028 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.75% of the principal 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 100% of the principal amount of the 2028 Notes plus a “make-whole” premium and accrued and unpaid interest.  If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2028 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2028 Notes at a price equal to 101% of the principal amount of the 2028 Notes, plus accrued and unpaid interest.

(10) Accrued Liabilities

Accrued liabilities as of December 31, 2019 and June 30, 2020 consisted of the following items:

(Unaudited)

December 31,

June 30,

(in thousands)

    

2019

    

2020

 

Capital expenditures

$

27,427

16,284

Operating expenses

24,980

9,839

Interest expense

44,440

40,524

Other

7,341

5,637

Total accrued liabilities

$

104,188

72,284

(11) Equity-Based Compensation

The Company’s general and administrative expenses include equity-based compensation costs related to the Antero Midstream GP LP Long-Term Incentive Plan (“AMGP LTIP”) and the Series B Units prior to the Transactions. Equity-based

24

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

compensation after the Transactions include (i) costs allocated to Antero Midstream Corporation by Antero Resources for grants made prior to the Transactions pursuant to the Antero Resources Corporation Long-Term Incentive Plan (the “AR LTIP”), (ii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan (the “AM LTIP”) and (iii) the Exchanged B Units (as defined below). Antero Midstream Corporation’s portion of the 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 Antero Midstream Corporation was $2.8 million for the period from March 13, 2019 to June 30, 2019. For the three and six months ended June 30, 2020, equity-based compensation allocated to Antero Midstream Corporation was $1.3 million and $3.2 million, respectively. For grants made prior to the Transactions, Antero Resources has total unamortized expense related to its various equity-based compensation plans that can be allocated to the Company of approximately $15 million as of June 30, 2020, which includes grants made under the Antero Midstream Partners Long Term Incentive Plan (the “AMP LTIP”) prior to the Transactions, which were converted into awards under the AM LTIP. A portion of this will be allocated to Antero Midstream Partners as it is amortized over the remaining service period of the related awards. Antero Midstream Corporation does not reimburse Antero Resources for noncash equity compensation allocated to it for awards issued under the AR LTIP.

Exchanged B Units

Upon Closing of the Transactions, each Series B Unit, vested and unvested, was exchanged for 176.0041 shares of AM common stock (the “Series B Exchange”). A total of 17,353,999 shares of the Company’s common stock were issued in exchange for the 98,600 Series B Units then outstanding (the “Exchanged B Units”). The Company recognized $18 million and $29 million of equity-based compensation expense related to the Series B awards for the three and six months ended June 30, 2019, respectively, including expenses recognized with respect to the Series B Units prior to the Closing of the Transactions and expenses recognized with respect to the Exchanged B Units following the closing of the Transactions through June 30, 2019. There were no forfeitures after the Series B Exchange was completed.

AMGP LTIP

The Company recognized expense of $0.2 million for the six months ended June 30, 2019. In connection with the Transactions, the AMGP LTIP was terminated on March 12, 2019. No expense was recognized for the three months ended June 30, 2019.

AM LTIP

The Company is authorized to grant up to 15,398,901 shares of AM common stock to employees and directors under the AM LTIP. The AM LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards. The terms and conditions of the awards granted are established by the compensation committee of the Board. As of June 30, 2020, a total of 12,840,630 shares were available for future grant under the AM LTIP. For the three and six months ended June 30, 2020, the Company recognized expense of $1.3 million and $2.7 million, respectively, related to these awards.

Restricted Stock Unit Awards

A summary of the restricted stock unit awards activity during the six months ended June 30, 2020 is as follows:

Weighted

Average

Aggregate

Number of

grant date

intrinsic value

    

units

    

fair value

    

(in thousands)

Total AM LTIP RSUs awarded and unvested—December 31, 2019

1,275,990

$

14.38

$

9,685

Granted

985,269

$

7.23

Vested

(454,933)

$

13.63

Forfeited

(47,367)

$

14.43

Total AM LTIP RSUs awarded and unvested—June 30, 2020

1,758,959

$

10.45

$

8,971

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

Intrinsic values are based on the closing price of the Company’s common shares on the referenced dates. At June 30, 2020, unamortized expense of $15 million related to the unvested RSUs is expected to be recognized over a weighted average period of approximately 2.1 years and the Company’s proportionate share will be allocated to it as it is recognized.

Performance Share Unit Awards Based on Return on Invested Capital

For the three and six months ended June 30, 2020, the Company recognized $78 thousand and $156 thousand, respectively, of expense related to performance share unit awards based on return of invested capital. For each of the three and six months ended June 30, 2019, the Company recognized $163 thousand of expense related to these awards.

As of June 30, 2020, there was $0.6 million of unamortized equity-based compensation expense related to unvested PSUs that is expected to be recognized over a weighted average period of 1.8 years.

Cash Awards

In January 2020, the Company granted cash awards of $2.2 million to certain executives under the AM LTIP that vest ratably over a period of up to three years. As of June 30, 2020, the Company has accrued $0.8 million in Other liabilities in the unaudited condensed consolidated balance sheet.

(12) Cash Distributions and Dividends

The following table details the amount of distributions and dividends paid with respect to the quarter indicated (in thousands, except per share data):

Distributions/

Quarter

Distributions/

Dividends

and Year

    

Record Date

    

Distribution Date

    

Dividends

    

per share

Q4 2018

February 1, 2019

February 21, 2019

$

30,543

$

0.164

Q1 2019

April 26, 2019

May 8, 2019

152,082

$

0.3025

Q1 2019

May 15, 2019

May 15, 2019

98

*

Q2 2019

July 26, 2019

August 7, 2019

154,146

$

0.3075

Q2 2019

August 14, 2019

September 18, 2019

138

*

Q3 2019

November 1, 2019

November 13, 2019

153,033

$

0.3075

Q3 2019

November 14, 2019

November 14, 2019

138

*

**

December 31, 2019

December 31, 2019

2,299

**

Total 2019

$

492,477

Q4 2019

January 31, 2020

February 12, 2020

$

148,876

$

0.3075

*

February 14, 2020

February 14, 2020

138

*

Q1 2020

April 30, 2020

May 12, 2020

147,519

$

0.3075

*

May 15, 2020

May 15, 2020

137

*

Total 2020

$

296,670

*

Dividends are paid in accordance with the terms of the Series A Preferred Stock as discussed in Note 13—Equity and Earnings Per Common Share.

**

Distributions declared on unvested Series B Units prior to the closing date of the Transactions that were paid upon the vesting date to the holders of the Exchanged B Units.

On July 15, 2020, the Board announced the declaration of a cash dividend on the shares of AM common stock of $0.3075 per share for the quarter ended June 30, 2020. The dividend will be payable on August 12, 2020 to stockholders of record as of July 30, 2020. The Company pays dividends (i) out of surplus or (ii) if there is no surplus, out of the net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, as provided under Delaware law.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

The Board also declared a cash dividend of $138 thousand on the shares of Series A Preferred Stock of Antero Midstream Corporation to be paid on August 14, 2020 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 13—Equity and Earnings Per Common Share. As of June 30, 2020, there were dividends in the amount of $69 thousand accumulated in arrears on the Company’s Series A Preferred Stock.

(13) Equity and Earnings Per Common Share

(a)

Preferred Stock

The Board authorized 100,000,000 shares of preferred stock in connection with the closing of the Transactions (see Note 3—Business Combination) on March 12, 2019, and issued 10,000 shares of preferred stock designated as "5.5% Series A Non-Voting Perpetual Preferred Stock" (the "Series A Preferred Stock"), to The Antero Foundation on that date. Dividends on the Series A Preferred Stock are cumulative from the date of original issue and payable in cash on the 45th day following the end of each fiscal quarter, or such other dates as the Board will approve, at a rate of 5.5% per annum on (i) the liquidation preference per share of Series A Preferred Stock (as described below) and (ii) the amount of accrued and unpaid dividends for any prior dividend period on such share of Series A Preferred Stock, if any. At any time following the date of issue, in the event of a change of control, or at any time on or after March 12, 2029, the Company may redeem the Series A Preferred Stock at a price equal to $1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any shares of the Series A Preferred Stock are held by The Antero Foundation at the time of such redemption, the price for redemption of each share of Series A Preferred Stock will be the greater of (i) $1,000 per share, plus any accrued but unpaid dividends, and (ii) the fair market value of the Series A Preferred Stock. On or after March 12, 2029, the holder of each share of Series A Preferred Stock (other than The Antero Foundation) may convert such shares, at any time and from time to time, at the option of the holder into a number of shares of AM common stock equal to the conversion ratio in effect on the applicable conversion date, subject to certain limitations. The Series A Preferred Stock ranks senior to the AM common stock as to dividend rights, as well as with respect to rights upon liquidation, winding-up or 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 June 30,

Six Months Ended June 30,

(in thousands)

    

2019

    

2020

    

2019

    

2020

Basic weighted average number of shares outstanding

506,816

476,836

381,045

479,969

Add: Dilutive effect of restricted stock units

78

40

108

Add: Dilutive effect of Series A preferred stock

873

1,961

873

Diluted weighted average number of shares outstanding

507,767

478,837

382,026

479,969

Weighted average number of outstanding equity awards excluded from calculation of diluted earnings per common share(1):

Restricted stock units

77

Preferred shares

1,961

(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 Antero Midstream Corporation by the basic weighted average number of shares of AM common stock outstanding during the period.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

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 June 30,

Six Months Ended June 30,

(in thousands, except per share amounts)

    

2019

    

2020

    

2019

    

2020

Net income (loss)

$

69,274

88,441

78,922

(304,492)

Less preferred stock dividends

(139)

(137)

(168)

(275)

Net income (loss) available to common shareholders

$

69,135

88,304

78,754

(304,767)

Net income (loss) per share–basic

$

0.14

0.19

0.21

(0.63)

Net income (loss) per share–diluted

$

0.14

0.18

0.21

(0.63)

Weighted average common shares outstanding–basic

506,816

476,836

381,045

479,969

Weighted average common shares outstanding–diluted

507,767

478,837

382,026

479,969

(14) Fair Value Measurement

Business Combination

As the Transactions were accounted for under the acquisition method of accounting, the Company estimated the fair value of assets acquired and liabilities assumed at March 12, 2019. See Note 3—Business Combination. In connection with the Transactions, the Company, among other things, issued shares of common stock valued at the closing market price of the common shares at the effective time of the Transactions, which was a Level 1 measurement.

The Company used the discounted cash flow approach, which is an income statement technique, to estimate the fair value of the customer relationships and investments in unconsolidated affiliates using a weighted-average cost of capital of 14.1% as of March 12, 2019, which is based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy. The Company also used this approach in combination with the cost approach to estimate the fair value of property and equipment whereby certain property and equipment was adjusted for recent purchases of similar items, economic and functional obsolescence, location, normal useful lives, and capacity (if applicable). To estimate the fair value of the long-term debt, the Company used Level 2 market data inputs.

Goodwill

The Company estimated the fair value of its assets in performing its goodwill 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 18.0% as of March 31, 2020, which is based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy.

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 19.0% at March 31, 2020, which is a Level 3 fair value measurement within the fair value hierarchy.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

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) $125 million in cash if Antero Midstream Partners delivered 176,295,000 barrels or more of fresh water during the period between January 1, 2017 and December 31, 2019 and (b) an additional $125 million in cash if Antero Midstream Partners delivers 219,200,000 barrels or more of fresh water during the period between January 1, 2018 and December 31, 2020. This contingent consideration liability is valued based on Level 3 inputs related to expected average volumes and weighted average cost of capital.

In January 2020, Antero Midstream Partners paid Antero Resources $125 million and, as of June 30, 2020, no additional contingent acquisition consideration is expected to be earned. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

Senior Unsecured Notes

As of June 30, 2020 the fair value of the Company’s 2024 Notes, 2027 Notes and 2028 Notes was approximately $553 million, $520 million and $517 million, respectively, based on Level 2 market data inputs.

Other Assets and Liabilities

The carrying values of accounts receivable and accounts payable at December 31, 2019 and June 30, 2020 approximated fair value because of their short-term nature. The carrying value of the amounts under the Credit Facility at December 31, 2019 and June 30, 2020 approximated fair value because the variable interest rates are reflective of current market conditions.

(15) Investments in Unconsolidated Affiliates

Investment in Antero Midstream Partners

Prior to the closing of the Transactions, AMGP did not consolidate Antero Midstream Partners, and AMGP’s share of Antero Midstream Partners’ earnings as a result of AMGP’s ownership of the IDRs was accounted for using the equity method of accounting. AMGP recognized distributions earned from Antero Midstream Partners as “Equity in earnings of unconsolidated affiliates” on its statement of operations in the period in which they were earned and were allocated to AMGP’s capital account. AMGP’s long-term interest in the IDRs on the balance sheet was recorded in “Investment in unconsolidated affiliates.” The ownership of the general partner interests and IDRs did not provide AMGP with any claim to the assets of AMGP other than the balance in its Antero Midstream Partners capital account. Income related to the IDRs was recognized as earned and increased AMGP’s capital account and equity investment. When these distributions were paid to AMGP, they reduced its capital account and its equity investment in Antero Midstream Partners. As a result of the Transactions, Antero Midstream Corporation assumed financial control of Antero Midstream Partners and Antero Midstream Partners is now consolidated (see Note 3—Business Combination).

Investment in Stonewall and MarkWest Joint Venture

The Company has a 15% equity interest in a gathering system of Stonewall Gas Gathering LLC (“Stonewall”), which operates a 67-mile pipeline on which Antero Resources is an anchor shipper.

The Company has a 50% equity interest in the joint venture (the “Joint Venture”) to develop processing and fractionation assets with MarkWest Energy Partners, L.P. (“MarkWest”), a wholly owned subsidiary of MPLX, LP. The Joint Venture was formed to develop processing and fractionation assets in Appalachia. MarkWest operates the Joint Venture assets, which consist of processing plants in West Virginia and a one-third interest in two MarkWest fractionators in Ohio.

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

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

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 balance sheet and are classified as cash inflows from operating activities in accordance with the nature of the distribution approach under ASC 230. 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:

Antero

Total Investment

Midstream

MarkWest

in Unconsolidated

(in thousands)

    

Partners LP

    

Stonewall

    

Joint Venture

    

Affiliates

Balance at December 31, 2018

$

43,492

43,492

Distributions from unconsolidated affiliates

(43,492)

(43,492)

Balance at March 12, 2019

Investments in unconsolidated affiliates acquired from Antero Midstream Partners

142,071

426,214

568,285

Additional Investments

154,359

154,359

Equity in net income of unconsolidated affiliates(1)

4,117

47,198

51,315

Distributions from unconsolidated affiliates

(5,730)

(58,590)

(64,320)

Balance at December 31, 2019

140,458

569,181

709,639

Additional investments

21,988

21,988

Equity in net income of unconsolidated affiliates(1)

3,160

36,864

40,024

Distributions from unconsolidated affiliates

(4,485)

(37,343)

(41,828)

Balance at June 30, 2020

$

139,133

590,690

729,823

(1)

As adjusted for the amortization of the difference between the cost of the equity investments in Stonewall and the Joint Venture and the amount of the underlying equity in the net assets of Stonewall and the Joint Venture as of the date of the Transactions.

(16) Reporting Segments

Prior to the closing of the Transactions, AMGP had no reporting segment results. Following the completion of the Transactions, the Company’s operations, which are located in the United States, are organized into two reporting segments: (i) gathering and processing and (ii) water handling.

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 two independent systems that deliver fresh water from sources including the Ohio River, local reservoirs and several regional waterways. The water handling segment also includes the Clearwater Facility that was placed in service in 2018 and idled in September 2019 (See Note 4—Clearwater Facility Idling), as well as other fluid handling services, which includes high rate transfer, wastewater transportation, disposal and treatment. See Note 8—Property and Equipment.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

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 and six months ended June 30, 2019 and 2020:

Gathering and

Water

Consolidated

(in thousands)

  

Processing

  

Handling

  

Unallocated (1)

  

Total

Three months ended June 30, 2019

Revenues:

Revenue–Antero Resources

$

168,925

95,181

264,106

Revenue–third-party

46

46

Amortization of customer contracts

(2,402)

(6,132)

(8,534)

Total revenues

166,523

89,095

255,618

Operating expenses:

Direct operating

12,377

51,621

63,998

General and administrative (excluding equity-based compensation)

7,335

3,958

1,786

13,079

Equity-based compensation

2,286

926

18,331

21,543

Impairment of property and equipment

592

2

594

Depreciation

12,721

23,726

36,447

Accretion and change in fair value of contingent acquisition consideration

2,297

2,297

Accretion of asset retirement obligations

69

69

Total expenses

35,311

82,599

20,117

138,027

Operating income

$

131,212

6,496

(20,117)

117,591

Equity in earnings of unconsolidated affiliates

$

13,623

13,623

Total assets

$

4,916,854

1,844,385

7,770

6,769,009

Additions to property and equipment

$

81,529

43,656

125,185

(1)Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

Gathering and

Water

Consolidated

(in thousands)

   

Processing

   

Handling

   

Unallocated (1)

  

Total

Three months ended June 30, 2020

Revenues:

Revenue–Antero Resources

$

173,991

63,351

237,342

Amortization of customer relationships

(9,239)

(8,367)

(17,606)

Total revenues

164,752

54,984

219,736

Operating expenses:

Direct operating

14,059

28,008

42,067

General and administrative (excluding equity-based compensation)

5,440

2,694

1,591

9,725

Facility idling

2,475

2,475

Equity-based compensation

2,266

431

2,697

Depreciation

14,406

13,339

27,745

Accretion of asset retirement obligations

61

61

Loss on asset sale

240

240

Total expenses

36,171

47,248

1,591

85,010

Operating income

$

128,581

7,736

(1,591)

134,726

Equity in earnings of unconsolidated affiliates

$

20,947

20,947

Total assets

$

4,387,102

1,149,355

178,598

5,715,055

Additions to property and equipment

$

49,278

6,153

55,431

(1)Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

Gathering and

Water

Consolidated

(in thousands)

    

Processing

    

Handling

    

Unallocated (1)

Total

Six months ended June 30, 2019

    

    

    

   

Revenues:

Revenue–Antero Resources

$

202,459

117,532

319,991

Revenue–third-party

50

50

Amortization of customer relationships

(2,903)

(7,412)

(10,315)

Total revenues

199,556

110,170

309,726

Operating expenses:

Direct operating

15,312

63,668

78,980

General and administrative (excluding equity-based compensation)

8,355

4,532

8,578

21,465

Equity-based compensation

2,663

1,139

29,164

32,966

Impairment of property and equipment

592

2

594

Depreciation

15,281

28,816

44,097

Accretion and change in fair value of contingent acquisition consideration

3,346

3,346

Accretion of asset retirement obligations

79

79

Total operating expenses

42,203

101,582

37,742

181,527

Operating income

$

157,353

8,588

(37,742)

128,199

Equity in earnings of unconsolidated affiliates

$

16,503

16,503

Total assets

$

4,916,854

1,844,385

7,770

6,769,009

Additions to property and equipment

$

89,206

51,984

141,190

(1)Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

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ANTERO MIDSTREAM CORPORATION

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

December 31, 2019 and June 30, 2020

Gathering and

Water

Consolidated

(in thousands)

    

Processing

    

Handling

    

Unallocated (1)

Total

Six months ended June 30, 2020

Revenues:

Revenue–Antero Resources

$

337,120

161,535

498,655

Amortization of customer relationships

(18,477)

(16,734)

(35,211)

Total revenues

318,643

144,801

463,444

Operating expenses:

Direct operating

27,450

63,345

90,795

General and administrative (excluding equity-based compensation)

10,484

5,599

3,841

19,924

Facility idling

11,153

11,153

Impairment of goodwill

575,461

575,461

Impairment of property and equipment

89,083

89,083

Equity-based compensation

4,799

986

250

6,035

Depreciation

27,456

27,632

55,088

Accretion of asset retirement obligations

103

103

Loss on asset sale

240

240

Total operating expenses

645,650

198,141

4,091

847,882

Operating loss

$

(327,007)

(53,340)

(4,091)

(384,438)

Equity in earnings of unconsolidated affiliates

$

40,024

40,024

Total assets

$

4,387,102

1,149,355

178,598

5,715,055

Additions to property and equipment, net

$

103,937

19,477

123,414

(1)Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

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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.

On March 12, 2019, pursuant to the Simplification Agreement, dated as of October 9, 2018, by and among Antero Midstream Partners GP LP (“AMGP”), Antero Midstream Partners and certain of their affiliates (the “Simplification Agreement”), (i) AMGP was converted from a limited partnership to a corporation under the laws of the State of Delaware and changed its name to Antero Midstream Corporation, (ii) an indirect, wholly owned subsidiary of Antero Midstream Corporation was merged with and into Antero Midstream Partners, with Antero Midstream Partners surviving the merger as an indirect, wholly owned subsidiary of Antero Midstream Corporation (the “Merger”), and (iii) Antero Midstream Corporation exchanged (the “Series B Exchange” and, together with the Conversion, the Merger and the other transactions pursuant to the Simplification Agreement, the “Transactions”) each issued and outstanding Series B Unit (the “Series B Units”) representing a membership interest in Antero IDR Holdings LLC (“IDR Holdings”) for 176.0041 shares of its common stock, par value $0.01 per share (“AM common stock”).

The Merger has been accounted for as an acquisition by AMGP of Antero Midstream Partners under ASC 805, Business Combinations and accounted for as a business combination, with the assumed assets and liabilities of Antero Midstream Partners recorded at fair value. As a result, the unaudited condensed consolidated statements of operations and comprehensive income and cash flows for the six months ended June 30, 2019 include the results of operations of Antero Midstream Partners and its subsidiaries commencing on March 13, 2019. Unless the context otherwise requires, references to the “Company,” “we,” “us,” or “our” refer to (i) for the period prior to March 13, 2019, AMGP and its consolidated subsidiaries, which did not include Antero Midstream Partners and its subsidiaries, and (ii) for the period beginning and after March 13, 2019, Antero Midstream Corporation and its consolidated subsidiaries, including Antero Midstream Partners and its subsidiaries.

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 Marcellus and Utica shale plays. 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 Marcellus and Utica Shales 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.

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Recent Developments and Highlights

COVID-19 Pandemic

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. Governments have tried to slow the spread of the virus by imposing social distancing guidelines, travel restrictions and stay-at-home orders, which have caused a significant decrease in activity in the global economy and the demand for oil, and to a lesser extent, natural gas and NGLs. Also in March 2020, Saudi Arabia and Russia failed to agree to cut production of oil along with the Organization of the Petroleum Exporting Countries (“OPEC”), and Saudi Arabia significantly reduced the price at which it sells oil and announced plans to increase production, which contributed to a sharp drop in the price of oil. While OPEC, Russia and other allied producers reached an agreement in April 2020 to reduce production, oil prices have remained low. The imbalance between the supply of and demand for oil, as well as the uncertainty around the extent and timing of an economic recovery, have caused extreme market volatility and a substantial adverse effect on commodity prices.

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 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.

Our midstream assets are located in West Virginia and Ohio to serve the production of natural gas, NGLs and oil in the Appalachian Basin, primarily by Antero Resources. Our operations support well completion and production operations for Antero Resources and as such, we are directly impacted by changes in Antero Resources’ operations. While Antero Resources has seen a decrease in the overall demand for its products, demand for natural gas and NGLs has not declined as much as demand for oil, and there has not been as substantial an oversupply of natural gas and NGLs as there has been of oil. Furthermore, the decrease in demand for oil has significantly reduced the number of rigs drilling for oil in the continental U.S. and, as a result, estimates of future gas supply associated with oil production have declined. Additionally, the restart of economic activity in Asia and Europe, coupled with lower refinery liquefied petroleum gas (“LPG”) production from refineries in the U.S., Europe, and Asia during the second quarter, provided support for international LPG prices relative to oil. Further, reductions in OPEC+ and North American oil production and the associated NGL volumes are expected to have a supportive effect on propane and butane prices through the remainder of 2020 and into 2021. During the three and six months ended June 30, 2020, all of our gathering, compression and processing revenues were derived from the production of natural gas.

Neither our nor Antero Resources’ supply chain has experienced any significant interruptions. The industry continues to experience storage capacity constraints for oil and certain NGL products, and Antero Resources may become subject to those constraints if it is not able to sell its production or certain components thereof, or enter into additional storage arrangements. The lack of a market or available storage for any one NGL product or oil could result in Antero Resources having to delay or discontinue well completions and commercial production or shut in production for other products as it has disclosed that it cannot curtail the production of individual products in a meaningful way without reducing the production of other products. Antero Resources has indicated that the potential impacts of these constraints may include partial shut-in of production, although it is not able to determine the extent of or for how long any shut-ins may occur. Antero Resources has also indicated that because some of its wells produce rich gas, which is processed, and some produce dry gas, which does not require processing, it has the ability to change the mix of products that it produces and wells that it completes to adjust its production to address takeaway capacity constraints for certain products. For example, Antero Resources has indicated that it has the ability to shut-in rich gas wells and still produce from its dry gas wells if processing or storage capacity of NGL products becomes further limited or constrained. Also, 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. Since the outbreak of the pandemic, Antero Resources has expanded its customer base and its condensate storage capacity within the basin. However, any production curtailments or shut-ins by Antero Resources or our other customers will reduce throughput for our gathering and processing system. In addition, if our customers delay or discontinue drilling or completion activities, it will reduce the volumes of water that we handle and therefore revenues for our water distribution and handling business.

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In addition, Antero Resources announced in April 2020 that it had reduced its drilling and completion capital budget for 2020 by approximately 34% since the beginning of the year. Antero Resources continues to monitor its five-year drilling plan and has indicated it will make further revisions as appropriate. Reducing its 2020 capital budget may impact production levels in 2021 and forward to the extent fewer wells are brought online, which will directly impact our throughput and cash flows for the same time periods.

During the first quarter of 2020 and the two preceding quarters, we recognized various impairment charges related to certain freshwater delivery system assets and fully impaired our Clearwater Facility and goodwill. Additional impairment charges related to our assets may occur if we experience disruptions in operations, decreases in our revenues or other adverse effects of the COVID-19 pandemic.

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted.  The CARES Act allows corporations with net operating losses (“NOLs”) incurred in 2018, 2019, and 2020 to carry back such NOLs to each of the five years preceding the year of the NOLs, beginning with the earliest year in which there was taxable income, and claim an income tax refund in the applicable carryback years.  As a result of this NOLs carryback provision in the CARES Act, we were able to recognize an income tax refund receivable in March 2020 of $55 million, including $11 million in current income tax benefit and $44 million of previously recognized deferred income tax benefit.  As of June 30, 2020, we had received $39 million of this refund.

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 and our ability to access the capital markets.

Financial Results as Reported

The financial results of the Company for the six months ended June 30, 2020 are not comparative to the six months ended June 30, 2019 due to the closing of the Transactions on March 12, 2019. The results for the six months ended June 30, 2019 are not reflective of the ongoing operations and financial results of the Company because the operating and financial results of Antero Midstream Partners are only included for the period from March 13, 2019 to June 30, 2019. Accordingly, in addition to presenting a discussion of Antero Midstream Corporation’s results of operations, we are also presenting Antero Midstream Corporation’s pro forma results of operations for the six months ended June 30, 2019, which give pro forma effect to the Transactions as if they had occurred on January 1, 2019. See additional discussion below regarding “Items Affecting Comparability of our Financial Results.”

For the three months ended June 30, 2019 and 2020, we recognized net income of $69 million and $88 million, respectively. For the three months ended June 30, 2019 and 2020, we generated cash flows provided by operations of $183 million and $241 million, respectively.

For the six months ended June 30, 2019 and 2020, we recognized net income of $79 million and a net loss of $304 million for the six months ended June 30, 2020. For the six months ended June 30, 2019 and 2020, we generated cash flows from operations of $252 million and $362 million, respectively.

Dividends Declared

Our Board of Directors declared a cash dividend on the shares of AM common stock of $0.3075 per share for the quarter ended June 30, 2020. The dividend will be payable on August 12, 2020 to stockholders of record as of July 30, 2020. Our Board of Directors also declared a $138 thousand cash dividend on our shares of Series A Preferred Stock to be paid on August 14, 2020 in accordance with their terms, which are discussed in Note 13—Equity and Earnings Per Common Share.

2020 Capital Budget and Capital Spending

During 2020, we plan to expand our existing West Virginia and Ohio gathering, processing, water handling and fresh water delivery infrastructure to accommodate Antero Resources’ development plans. We announced a reduction to our 2020 capital budget to a range of $200 million to $215 million from our previously revised budget range of $210 million to $240 million. Antero Resources periodically reviews its capital expenditures and adjusts its budget and budget allocation based on commodity prices, operating cash flow and liquidity. Any additional adjustments to Antero Resources’ budget could result in further adjustments or reductions to our capital budget.

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Our budget assumes there will not be any material curtailments to Antero Resources’ production as a result of basin-wide condensate storage constraints or any other unforeseen events arising from the COVID-19 global health pandemic. A curtailment could result in a temporary reduction in throughput volumes and revenues for Antero Midstream.  Antero Resources and Antero Midstream continue to work together to find solutions to mitigate the potential impacts of the decline in demand for oil and NGLs.  In light of the uncertain market conditions impacting the energy industry, Antero Midstream will continue to evaluate its capital budget as well as the appropriate amount of capital that is returned to shareholders through dividends and share repurchases in order to maintain its financial profile.

For the six months ended June 30, 2020, our capital expenditures were approximately $145 million, including $93 million of expansion capital, $30 million of maintenance capital and $22 million of capital investment in the Joint Venture.

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 Year 2020

First Quarter

>2,700

$12

Second Quarter

>2,700

$12

Third Quarter

>2,800

$12

Fourth Quarter

>2,900

$12

Calendar Years 2021-2023

Threshold 1

>2,900 and <3,150

$12

Threshold 2

>3,150 and <3,400

$15.5

Threshold 3

>3,400

$19

For the three months ended June 30, 2020, Antero Resources delivered low pressure gathering volumes of 2,869 MMcf/d, which resulted in a fee reduction of $12 million during the period. For the six months ended June 30, 2020, we provided Antero Resources an aggregate of $24 million in fee reductions.

Credit Facility

We expect to fund our operations through borrowings under the Credit Facility, our operating cash flows and cash on our balance sheet. As of June 30, 2020, lender commitments under the Credit Facility were $2.13 billion, with a letter of credit sublimit of $150 million. At June 30, 2020, we had borrowings of $1.2 billion and no letters of credit outstanding under the Credit Facility. See “—Debt Agreements—Antero Midstream Partners Revolving Credit Facility” for a description of the Credit Facility.

Items Affecting Comparability of Our Financial Results

Our financial results for the six months ended June 30, 2020 discussed below are not comparable to our financial results for the six months ended June 30, 2019 primarily as a result of the Merger. The Merger was accounted for as an acquisition by AMGP of Antero Midstream Partners under ASC 805, Business Combinations, and accounted for as a business combination with the acquired assets and liabilities of Antero Midstream Partners recorded at their estimated fair value. As such, effective March 12, 2019, Antero Midstream Corporation commenced consolidating Antero Midstream Partners and its subsidiaries in its condensed consolidated financial statements. As a result, the unaudited condensed consolidated statements of operations and comprehensive income and cash flows of Antero Midstream Corporation for the six months ended at June 30, 2020 includes the results of Antero Midstream Partners for the entire period. The historical unaudited condensed consolidated statements of operations and comprehensive income and cash flows for the six months ended June 30, 2019 only include the results of operations of Antero Midstream Partners and its subsidiaries

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for the period after March 12, 2019, prior to which they only included AMGP’s income from distributions made on the IDRs of Antero Midstream Partners and AMGP’s expenses, which were limited to general and administrative expenses and equity-based compensation of AMGP.

Accordingly, in addition to presenting a discussion of our results of operations as reported, we are also presenting our pro forma results of operations, which give effect to the adjustments described in Exhibit 99.1 to this Quarterly Report on Form 10-Q. The pro forma information presented below should be read in conjunction with the unaudited pro forma condensed combined financial statements, which are filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q and describe the assumptions and adjustments used in preparing such information. The pro forma adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the pro forma assumptions provide a reasonable basis for presenting the results of operations on a more meaningful basis.

Results of Operations as Reported

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2020

Revenue and Direct Operating Expenses. Revenues from Antero Resources and direct operating expenses reflect revenue and operating expenses generated by Antero Midstream Partners after the completion of the Transactions on March 12, 2019.

General and administrative expenses. General and administrative expenses (excluding equity-based compensation expense) decreased from $21 million for the six months ended June 30, 2019 to $20 million for the six months ended June 30, 2020. The decrease was primarily due to cost reduction efforts, partially offset by the inclusion of general and administrative expenses of Antero Midstream Partners after the completion of the Transactions on March 12, 2019. Equity-based compensation decreased from $33 million for the six months ended June 30, 2019 to $6 million for the six months ended June 30, 2020 due to the Exchanged B Units that were fully vested on December 31, 2019.

Impairment of goodwill expense. Impairment of goodwill expense of $575 million for the six months ended June 30, 2020 reflects an impairment of the goodwill that was associated with our gathering system due to declines in commodity prices and the industry environment. There was no impairment of goodwill for the six months ended June 30, 2019.

Impairment of property and equipment expense. Impairment of property and equipment expense of $0.6 million for the six months ended June 30, 2019 was primarily for the decommissioning of assets related to a third-party compressor station. Impairment of property and equipment expense of $89 million for the six months ended June 30, 2020 was for the impairment of fresh water delivery assets in the Utica Shale region.

Depreciation expense. Depreciation expense increased from $44 million for the six months ended June 30, 2019 to $55 million for the six months ended June 30, 2020 as a result of our acquisition of Antero Midstream Partners on March 12, 2019.

Interest expense. Interest expense increased from $38 million for the six months ended June 30, 2019 to $73 million for the six months ended June 30, 2020 as a result of the acquisition of Antero Midstream Partners on March 12, 2019, which included the assumption of approximately $2.4 billion of debt, and Antero Midstream Partners’ issuance of $650 million of 5.75% senior unsecured notes in June 2019.

Operating income (loss). Total operating income was $128 million for the six months ended June 30, 2019. Net operating loss was $384 million for the six months ended June 30, 2020. The change is primarily due to impairment of goodwill and property and equipment and as a result of our acquisition of Antero Midstream Partners on March 12, 2019.

Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates increased from $17 million for the six months ended June 30, 2019 to $40 million for the six months ended June 30, 2020 as a result of our acquisition of Antero Midstream Partners on March 12, 2019 and an increase in the level of operations at the Joint Venture in 2020.

Income tax benefit (expense).  Income tax expense for the six months ended June 30, 2019 was $28 million.  Income tax benefit for the six months ended June 30, 2020 was $113 million primarily due to the loss before income taxes for the six months ended June 30, 2020 coupled with an $11 million benefit related to the carryback of NOLs to prior tax years.  This carryback generated a federal income tax receivable of $55 million, of which $39 million had been received as of June 30, 2020. This carryback is a result of a provision included in the CARES Act that allows corporations with NOLs incurred in 2018, 2019 and 2020 to carry

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back such NOLs to each of the five years preceding the year of the NOLs, beginning with the earliest year in which there is taxable income, and claim an income tax refund in the applicable carryback years.  The income tax receivable account is classified as a current asset on the balance sheet.

Segment Results of Operations

For the three months ended June 30, 2019, the three months ended June 30, 2020, and the six months ended June 30, 2020, actual segment results of operations and operations data have been presented. We have also provided pro forma segment results of operations and pro forma operations data for the six months ended June 30, 2019, which have been prepared to give pro forma effect to the Transactions as if they had occurred on January 1, 2019. The pro forma adjustments are based on currently available information and certain estimates and assumptions, including the finalized purchase price allocation for the acquisition of Antero Midstream Partners. Management believes that the pro forma assumptions provide a reasonable basis for presenting the significant effects of the Transactions.

The pro forma information is for illustrative purposes only. If the Transactions had occurred on January 1, 2019, operating results might have been materially different from those presented in the pro forma financial information. The pro forma financial information should not be relied upon as an indication of operating results that we would have achieved if the Transactions had taken place on January 1, 2019. In addition, future results may vary significantly from the pro forma results reflected herein and should not be relied upon as an indication of our future results. The pro forma information presented below should be read in conjunction with the unaudited pro forma condensed combined financial statements, which are filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q.

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Segment Results of Operations for the Three Months Ended June 30, 2019

Gathering and

Water

Consolidated

(in thousands)

   

Processing

   

Handling

   

Unallocated (1)

   

Total

Three months ended June 30, 2019

Revenues:

Revenue–Antero Resources

$

168,925

95,181

264,106

Revenue–third-party

46

46

Amortization of customer relationships

(2,402)

(6,132)

(8,534)

Total revenues

166,523

89,095

255,618

Operating expenses:

Direct operating

12,377

51,621

63,998

General and administrative (excluding equity-based compensation)

7,335

3,958

1,786

13,079

Equity-based compensation

2,286

926

18,331

21,543

Impairment of property and equipment

592

2

594

Depreciation

12,721

23,726

36,447

Accretion and change in fair value of contingent acquisition consideration

2,297

2,297

Accretion of asset retirement obligations

69

69

Total expenses

35,311

82,599

20,117

138,027

Operating income

131,212

6,496

(20,117)

117,591

Other income (expenses):

Interest expense, net

(31,521)

(31,521)

Equity in earnings of unconsolidated affiliates

13,623

13,623

Income before taxes

144,835

6,496

(51,638)

99,693

Provision for income tax expense

(30,419)

(30,419)

Net income and comprehensive income

$

144,835

6,496

(82,057)

69,274

Adjusted EBITDA(2)

$

206,160

(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.”

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Segment Results of Operations for the Three Months Ended June 30, 2020

Gathering and

Water

Consolidated

(in thousands)

    

Processing

    

Handling

    

Unallocated (1)

    

Total

Three months ended June 30, 2020

Revenues:

Revenue–Antero Resources

$

185,991

63,351

249,342

Gathering—low pressure rebate

(12,000)

(12,000)

Amortization of customer relationships

(9,239)

(8,367)

(17,606)

Total revenues

164,752

54,984

219,736

Operating expenses:

Direct operating

14,059

28,008

42,067

General and administrative (excluding equity-based compensation)

5,440

2,694

1,591

9,725

Facility idling

2,475

2,475

Equity-based compensation

2,266

431

2,697

Depreciation

14,406

13,339

27,745

Accretion of asset retirement obligations

61

61

Loss on asset sale

240

240

Total expenses

36,171

47,248

1,591

85,010

Operating income

128,581

7,736

(1,591)

134,726

Other income (expenses):

Interest expense, net

(35,311)

(35,311)

Equity in earnings of unconsolidated affiliates

20,947

20,947

Income before taxes

149,528

7,736

(36,902)

120,362

Provision for income tax expense

(31,921)

(31,921)

Net income and comprehensive income

$

149,528

7,736

(68,823)

88,441

Adjusted EBITDA(2)

$

201,275

(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.”

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Table of Contents

The operating data below represents the operating data of Antero Midstream Corporation and its subsidiaries, including Antero Midstream Partners and its subsidiaries, for the three months ended June 30, 2019 and 2020.

Amount of

Three Months Ended June 30,

Increase

Percentage

  

2019

  

2020

  

or Decrease

  

Change

Operating Data:

Gathering—low pressure (MMcf)

242,266

261,039

18,773

8

%

Gathering—high pressure (MMcf)

238,406

258,380

19,974

8

%

Compression (MMcf)

218,020

246,790

28,770

13

%

Fresh water delivery (MBbl)

11,147

9,318

(1,829)

(16)

%

Treated water (MBbl)

2,658

(2,658)

*

Other fluid handling (MBbl)

5,086

5,433

347

7

%

Wells serviced by fresh water delivery

25

22

(3)

(12)

%

Gathering—low pressure (MMcf/d)

2,662

2,869

207

8

%

Gathering—high pressure (MMcf/d)

2,620

2,839

219

8

%

Compression (MMcf/d)

2,396

2,712

316

13

%

Fresh water delivery (MBbl/d)

122

102

(20)

(16)

%

Treated water (MBbl/d)

29

(29)

*

Other fluid handling (MBbl/d)

56

60

4

7

%

Average realized fees:

Average gathering—low pressure fee ($/Mcf)

$

0.33

0.33

*

Average gathering—high pressure fee ($/Mcf)

$

0.20

0.20

*

Average compression fee ($/Mcf)

$

0.19

0.20

0.01

5

%

Average fresh water delivery fee ($/Bbl)

$

3.90

3.96

0.06

2

%

Average treatment fee ($/Bbl)

$

4.50

(4.50)

*

Joint Venture Operating Data:

Processing—Joint Venture (MMcf)

89,770

127,791

38,021

42

%

Fractionation—Joint Venture (MBbl)

2,470

3,014

544

22

%

Processing—Joint Venture (MMcf/d)

986

1,404

418

42

%

Fractionation—Joint Venture (MBbl/d)

27

33

6

22

%

*Not meaningful or applicable.

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Table of Contents

Discussion of Results of Operations for the Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2020

Revenues. Total revenues decreased by 14%, from $256 million, including amortization of customer relationships of $9 million, for the three months ended June 30, 2019 to $220 million including amortization of customer relationships of $18 million, for the three months ended June 30, 2020. Gathering and processing revenues remained relatively consistent for the three months ended June 30, 2019 and 2020 at $167 million and $165 million, respectively. Water handling revenues decreased by 38%, from $89 million for the three months ended June 30, 2019 to $55 million for the three months ended June 30, 2020. These fluctuations primarily resulted from the following:

Gathering and Processing

low pressure gathering revenue decreased $5 million period over period due to a $12 million rebate to Antero Resources for achieving certain volumetric targets, partially offset by an increase in throughput volumes of 19 Bcf, or 207 MMcf/d. Low pressure gathering volumes increased due to 132 additional wells connected to our system since June 30, 2019;
high pressure gathering revenue increased $4 million period over period due to an increase in throughput volumes of 20 Bcf, or 219 MMcf/d due to additional wells connected to our system; and
compression revenue increased $6 million period over period due to an increase in throughput volumes of 29 Bcf, or 316 MMcf/d, primarily due to additional wells connected to our system and one compressor that came online in 2020.

Water Handling

fresh water delivery revenue decreased $7 million period over period due to a decrease in fresh water delivery of 1,829 MBbl, or 20 MBbl/d, as a result of a decrease in the number of wells completed;
revenue from the Clearwater Facility decreased $12 million for the period due to idling the Clearwater Facility in September 2019; and
other fluid handling services revenue decreased $13 million as costs for these services, which are billed at cost plus 3%, decreased as a result of operational efficiencies associated with our flowback and produced wastewater services, which commenced in the fourth quarter of 2019, and cost reductions.

Direct operating expenses. Total direct operating expenses decreased by 34%, from $64 million for the three months ended June 30, 2019 to $42 million for the three months ended June 30, 2020. Gathering and processing direct operating expenses remained relatively consistent for the three months ended June 30, 2019 and 2020 at $12 million and $14 million, respectively. Water handling direct operating expenses decreased from $52 million for the three months ended June 30, 2019 to $28 million for the three months ended June 30, 2020. The decrease was primarily due to more efficient flowback and produced wastewater operations, which includes the utilization of our water blending facilities.

General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) decreased by 26% from $13 million for the three months ended June 30, 2019 to $10 million for the three months ended June 30, 2020 primarily due to cost reduction efforts.

Equity-based compensation expenses. Equity-based compensation expenses decreased by 87% from $22 million for the three months ended June 30, 2019 to $3 million for the three months ended June 30, 2020 due to the Exchanged B Units that were fully vested on December 31, 2019.

Depreciation expense. Total depreciation expense decreased by 24%, from $36 million for the three months ended June 30, 2019 to $28 million for the three months ended June 30, 2020 primarily due to impairments of property and equipment during the third quarter of 2019 and first quarter of 2020, partially offset by additional gathering, compression and water handling assets placed in service.

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Table of Contents

Accretion and change in fair value of contingent acquisition consideration. Accretion of contingent acquisition consideration decreased from $2 million for the three months ended June 30, 2019 to none for the three months ended June 30, 2020 as contingent consideration was paid in January 2020. No additional contingent consideration is expected to be paid.

Operating income. Total operating income increased by 15%, from $118 million for the three months ended June 30, 2019 to $135 million for the three months ended June 30, 2020 primarily due to the Exchanged B Units being fully vested on December 31, 2019. Gathering and processing operating income decreased by 2%, from $131 million for the three months ended June 30, 2019 to $129 million for the three months ended June 30, 2020. Water handling operating income increased by 19%, from $6 million for the three months ended June 30, 2019 to $8 million for the three months ended June 30, 2020 primarily as a result of increased operational efficiencies associated with our flowback and produced wastewater services.

Interest expense. Interest expense increased by 12%, from $32 million for the three months ended June 30, 2019 to $35 million for the three months ended June 30, 2020 primarily due to the issuance of $650 million of 5.75% senior unsecured notes on June 28, 2019, partially offset by lower interest rates.

Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 54%, from $14 million for the three months ended June 30, 2019 to $21 million for the three months ended June 30, 2020 primarily attributable to an increase in the level of operations at the Joint Venture in the three months ended June 30, 2020.

Income tax expense. Income tax expense remained relatively consistent at $30 million and $32 million for the three months ended June 30, 2019 and 2020, respectively.

Net income. Net income increased by 28%, from $69 million for the three months ended June 30, 2019 to $88 million for the three months ended June 30, 2020 primarily due to overall cost reductions.

Adjusted EBITDA. Adjusted EBITDA decreased by 2%, from $206 million for the three months ended June 30, 2019 to $201 million for the three months ended June 30, 2020. The decrease was primarily due to decreased freshwater delivery revenue. 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.

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Table of Contents

Pro Forma Segment Results of Operations for the Six Months Ended June 30, 2019

Pro Forma

Gathering and

Water

Pro Forma

Consolidated

(in thousands)

   

Processing

   

Handling

   

Adjustments

   

Unallocated (1)

   

Total

Six months ended June 30, 2019

  

  

  

  

  

Revenues:

Revenue–Antero Resources

$

327,232

211,069

538,301

Revenue–third-party

101

101

Amortization of customer contracts

(2,903)

(7,412)

(25,225)

(35,540)

Total revenues

324,329

203,758

(25,225)

502,862

Operating expenses:

Direct operating

26,485

117,313

143,798

General and administrative (excluding equity-based compensation)

18,247

10,956

(15,345)

8,578

22,436

Equity-based compensation

4,248

2,031

29,164

35,443

Impairment of property and equipment

7,183

393

7,576

Depreciation

23,603

42,201

(2,974)

62,830

Accretion and change in fair value of contingent acquisition consideration

5,274

5,274

Accretion of asset retirement obligations

142

142

Total operating expenses

79,766

178,310

(18,319)

37,742

277,499

Operating income

244,563

25,448

(6,906)

(37,742)

225,363

Other income (expenses):

Interest expense, net

(3,301)

(54,553)

(57,854)

Equity in earnings of unconsolidated affiliates

28,767

571

29,338

Income before taxes

273,330

25,448

(9,636)

(92,295)

196,847

Provision for income tax expense

(22,470)

(28,042)

(50,512)

Net income and comprehensive income

$

273,330

25,448

(32,106)

(120,337)

146,335

Adjusted EBITDA(2)

$

408,633

(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.”

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Table of Contents

Segment Results of Operations for the Six Months Ended June 30, 2020

Gathering and

Water

Consolidated

(in thousands)

    

Processing

    

Handling

    

Unallocated (1)

    

Total

Six months ended June 30, 2020

  

  

  

  

Revenues:

Revenue–Antero Resources

$

361,120

161,535

522,655

Gathering—low pressure rebate

(24,000)

(24,000)

Amortization of customer relationships

(18,477)

(16,734)

(35,211)

Total revenues

318,643

144,801

463,444

Operating expenses:

Direct operating

27,450

63,345

90,795

General and administrative (excluding equity-based compensation)

10,484

5,599

3,841

19,924

Facility idling

11,153

11,153

Impairment of goodwill

575,461

575,461

Impairment of property and equipment

89,083

89,083

Equity-based compensation

4,799

986

250

6,035

Depreciation

27,456

27,632

55,088

Accretion of asset retirement obligations

103

103

Loss on asset sale

240

240

Total operating expenses

645,650

198,141

4,091

847,882

Operating loss

(327,007)

(53,340)

(4,091)

(384,438)

Other income (expenses):

Interest expense, net

(72,942)

(72,942)

Equity in earnings of unconsolidated affiliates

40,024

40,024

Loss before taxes

(286,983)

(53,340)

(77,033)

(417,356)

Provision for income tax benefit

112,864

112,864

Net income loss and comprehensive loss

$

(286,983)

(53,340)

35,831

(304,492)

Adjusted EBITDA(2)

$

418,611

(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.”

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Table of Contents

The operating data below represents the operating data of Antero Midstream Corporation and its subsidiaries, including Antero Midstream Partners and its subsidiaries, for the six months ended June 30, 2019 and 2020.

Amount of

Six Months Ended June 30,

Increase

Percentage

  

2019(1)

  

2020

  

or Decrease

  

Change

Operating Data:

Gathering—low pressure (MMcf)

472,806

508,262

35,456

7

%

Gathering—high pressure (MMcf)

463,192

503,825

40,633

9

%

Compression (MMcf)

420,958

475,757

54,799

13

%

Fresh water delivery (MBbl)

24,879

25,937

1,058

4

%

Treated water (MBbl)

4,805

(4,805)

*

Other fluid handling (MBbl)

10,152

11,033

881

9

%

Wells serviced by fresh water delivery

56

65

9

16

%

Gathering—low pressure (MMcf/d)

2,612

2,793

181

7

%

Gathering—high pressure (MMcf/d)

2,559

2,768

209

8

%

Compression (MMcf/d)

2,325

2,614

289

12

%

Fresh water delivery (MBbl/d)

137

143

6

4

%

Treated water (MBbl/d)

27

(27)

*

Other fluid handling (MBbl/d)

56

61

5

9

%

Average realized fees:

Average gathering—low pressure fee ($/Mcf)

$

0.33

0.33

*

Average gathering—high pressure fee ($/Mcf)

$

0.20

0.20

*

Average compression fee ($/Mcf)

$

0.19

0.20

0.01

5

%

Average fresh water delivery fee ($/Bbl)

$

3.89

3.96

0.07

2

%

Average treatment fee ($/Bbl)

$

4.49

(4.49)

*

Joint Venture Operating Data:

Processing—Joint Venture (MMcf)

179,422

248,305

68,883

38

%

Fractionation—Joint Venture (MBbl)

4,451

5,997

1,546

35

%

Processing—Joint Venture (MMcf/d)

991

1,364

373

38

%

Fractionation—Joint Venture (MBbl/d)

25

33

8

32

%

(1)Pro forma.
*Not meaningful or applicable.

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Table of Contents

Discussion of Results of Operations for the Six Months Ended June 30, 2019 (Pro Forma) Compared to the Six Months Ended June 30, 2020

Unless the context otherwise requires, references in this discussion of the pro forma results of operations for the six months ended June 30, 2019 to the “Company,” “we,” “us” or “our” refer to, and the results of operations discussed below relate to, the combined results of Antero Midstream Corporation and Antero Midstream Partners as if the Transactions had occurred on January 1, 2019.

Revenues. Total revenues decreased by 8%, from $503 million, including amortization of customer relationships of $36 million, for the six months ended June 30, 2019 to $463 million, including amortization of customer relationships of $35 million, for the six months ended June 30, 2020. Gathering and processing revenues decreased by 2%, from $324 million for the six months ended June 30, 2019 to $319 million for the six months ended June 30, 2020. Water handling revenues decreased by 29%, from $204 million for the six months ended June 30, 2019 to $145 million for the six months ended June 30, 2020. These fluctuations primarily resulted from the following:

Gathering and Processing

low pressure gathering revenue decreased $11 million period over period due to $24 million in rebates to Antero Resources for achieving certain volumetric targets, partially offset by an increase in throughput volumes of 35 Bcf, or 181 MMcf/d. Low pressure gathering volumes increased due to 132 additional wells connected to our system since June 30, 2019;
high pressure gathering revenue increased $9 million period over period due to an increase in throughput volumes of 41 Bcf, or 209 MMcf/d due to additional wells connected to our system; and
compression revenue increased $12 million period over period due to an increase in throughput volumes of 55 Bcf, or 289 MMcf/d, primarily due to additional wells connected to our system and one compressor that came online in 2020.

Water Handling

fresh water delivery revenue increased $6 million period over period due to an increase in fresh water delivery of 1,058 MBbl, or 6 MBbl/d, as a result of an increase in the number of wells completed;
revenue from the Clearwater Facility decreased $22 million for the period due to idling the Clearwater Facility in September 2019; and
other fluid handling services revenue decreased $34 million as costs for these services, which are billed at cost plus 3%, decreased due to operational efficiencies associated with our flowback and produced wastewater services, which commenced in the fourth quarter of 2019, and cost reductions.

Direct operating expenses. Total direct operating expenses decreased by 37%, from $144 million for the six months ended June 30, 2019 to $91 million for the six months ended June 30, 2020. Gathering and processing direct operating expenses remained relatively consistent for the six months ended June 30, 2019 and 2020 at $26 million and $27 million, respectively. Water handling direct operating expenses decreased by 46%, from $117 million for the six months ended June 30, 2019 to $63 million for the six months ended June 30, 2020. The decrease was primarily due to more efficient flowback and produced wastewater operations, which includes the utilization of our water blending facilities.

General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) decreased by 11%, from $22 million for the six months ended June 30, 2019 to $20 million for the six months ended June 30, 2020 primarily due to cost reduction efforts.

Equity-based compensation expenses. Equity-based compensation expenses decreased from $35 million for the six months ended June 30, 2019 to $6 million for the six months ended June 30, 2020 due to the Exchanged B Units that were fully vested on December 31, 2019.

Impairment of property and equipment expense. Impairment of property and equipment expense of $8 million for the six months ended June 30, 2019 was incurred in connection with the decommission of assets related to a third-party compressor station.

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Table of Contents

Impairment of property and equipment expense of $89 million for the six months ended June 30, 2020 was due to the impairment of fresh water delivery assets in the Utica Shale region.

Depreciation expense. Total depreciation expense decreased by 12%, from $63 million for the six months ended June 30, 2019 to $55 million for the six months ended June 30, 2020 primarily due to assets that were impaired during the third quarter of 2019 and the first quarter of 2020, partially offset by additional gathering, compression and water handling assets placed in service.

Accretion and change in fair value of contingent acquisition consideration. Accretion of contingent acquisition consideration decreased from $5 million for the six months ended June 30, 2019 to none for the six months ended June 30, 2020 because contingent consideration was paid in January 2020. No additional contingent consideration is expected to be paid.

Operating income (loss). Total operating income for the six months ended June 30, 2019 was $225 million. Total operating loss for the six months ended June 30, 2020 was $384 million. Gathering and processing operating income was $245 million for the six months ended June 30, 2019. Gathering and processing operating loss was $327 million for the six months ended June 30, 2020 primarily due to an impairment of goodwill. Water handling operating income was $25 million for the six months ended June 30, 2019. Water handling operating loss was $53 million for the six months ended June 30, 2020 primarily due to the impairment of fresh water delivery assets in the Utica Shale region.

Interest expense. Interest expense increased by 26%, from $58 million for the six months ended June 30, 2019 to $73 million for the six months ended June 30, 2020 primarily due to an increase in interest expense incurred on increased borrowings under the Credit Facility during the period and the issuance of $650 million of 5.75% senior unsecured notes on June 28, 2019.

Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 36%, from $29 million for the six months ended June 30, 2019 to $40 million for the six months ended June 30, 2020 primarily attributable to an increase in the level of operations at the Joint Venture in the six months ended June 30, 2020.

Net income (loss). Net income was $146 million for the six months ended June 30, 2019. Net loss was $304 million for the six months ended June 30, 2020 primarily due to a $575 million impairment of goodwill for our gathering system and an $89 million impairment of freshwater delivery assets.

Adjusted EBITDA. Adjusted EBITDA increased by 2%, from $409 million for the six months ended June 30, 2019 to $419 million for the six months ended June 30, 2020. The increase was primarily due to increased throughput and decreased direct operating expenses. 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 as Reported

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. 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 twelve months.

Our Board of Directors declared a cash dividend on the shares of AM common stock of $0.3075 per share for the quarter ended June 30, 2020. The dividend will be payable on August 12, 2020 to stockholders of record as of July 30, 2020. Our Board of Directors also declared a cash dividend of $138 thousand on the shares of Series A Preferred Stock, which will be paid on August 14, 2020 in accordance with their terms, which are discussed in Note 13—Equity and Earnings Per Common Share. As of June 30, 2020, 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, maintenance capital expenditures and quarterly cash dividends to our stockholders will be funded from cash flows internally generated from our operations. Our expansion capital expenditures will be funded by a combination of cash flows from operations or borrowings under the Credit Facility.

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Table of Contents

Cash Flows

The following table summarizes our cash flows for the six months ended June 30, 2019 and 2020:

Six Months Ended June 30,

Increase/

(in thousands)

    

2019

    

2020

    

(Decrease)

Net cash provided by operating activities

$

252,164

362,147

109,983

Net cash used in investing activities

(221,401)

(143,341)

(78,060)

Net cash used in financing activities

(25,794)

(217,044)

191,250

Net increase in cash and cash equivalents

$

4,969

1,762

Cash Flows Provided by Operating Activities

Net cash provided by operating activities was $252 million and $362 million for the six months ended June 30, 2019 and 2020, respectively. The increase in cash flows provided by operations for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 was primarily the result of increased cash flows associated with the Merger.

Cash Flows Used in Investing Activities

Net cash flows used in investing activities was $221 million and $143 million for the six months ended June 30, 2019 and 2020, respectively. The decrease in cash flows used in investing activities was due to (i) an $81 million decrease in investments made in unconsolidated affiliates and a $33 million decrease in additions to our water handling system, partially offset by a $15 million increase in expansions to our gathering system.

Antero Midstream Partners’ capital spending for the full six months ended June 30, 2019 included investing activities of (i) $137 million to our gathering system, (ii) $81 million to our water handling system, and (iii) $128 million invested in our Joint Venture.

Our current capital budget is a range of $200 million to $215 million for 2020. Our capital budgets may be adjusted as business conditions warrant. If natural gas, NGLs, and oil prices decline to levels below acceptable levels or costs increase to levels above acceptable levels or if Antero Resources temporarily curtails or shuts-in production, Antero Resources could choose to defer a significant portion of its budgeted capital expenditures until later periods. As a result, we may also defer a significant portion of our budgeted capital expenditures to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate near-term cash flows. We routinely monitor and adjust our capital expenditures in response to changes in Antero Resources’ development plans, changes in prices, availability of financing, acquisition costs, industry conditions, the timing of regulatory approvals, success or lack of success in Antero Resources’ drilling activities, contractual obligations, internally generated cash flows and other factors both within and outside our control.

Cash Flows Used in Financing Activities

Net cash used in financing activities was $25 million and $217 million for the six months ended June 30, 2019 and 2020, respectively. For the six months ended June 30, 2019, net cash used in financing activities included: (i) total distributions to shareholders and holders of Series B Units of $186 million; (ii) net repayments on the Credit Facility of $481 million; and (iii) the issuance of $650 million of 5.75% senior unsecured notes on June 28, 2019. Net cash used in financing activities for the six months ended June 30, 2020 included: (i) total dividends paid to common and preferred shareholders of $296 million; (ii) $125 million (net of $34 million reflected in the cash flows provided by operating operations related to the accretion of fair value) paid to Antero Resources for the fair value of contingent acquisition consideration at the date of acquisition; (iii) $196 million in net borrowings on our Credit Facility; and (iv) $25 million of repurchases of common stock.

Debt Agreements and Contractual Obligations

Antero Midstream Partners Revolving Credit Facility

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

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Facility). Our 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. At June 30, 2020, we had $1.2 billion 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;
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 secure 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 June 30, 2020.

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Senior Notes

Please refer to Note 9—Long-Term Debt to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2019 Form 10-K for information on our senior notes.

Contractual Obligations

Future capital contributions to unconsolidated affiliates are excluded from the table as neither the amounts nor the timing of the obligations can be determined in advance. A summary of our contractual obligations by maturity date as of June 30, 2020 is provided in the following table.

Remainder

Year Ended December 31,

(in millions)

    

of 2020

    

2021

    

2022

    

2023

    

2024

    

2025

    

Thereafter

Total

Credit Facility (1)

$

1,155

1,155

5.375% senior notes due 2024—principal

650

650

5.375% senior notes due 2024—interest

17

35

35

35

35

157

5.75% senior notes due 2027—principal

650

650

5.75% senior notes due 2027—interest

19

37

37

37

37

37

56

260

5.75% senior notes due 2028—principal

650

650

5.75% senior notes due 2028—interest

19

37

37

37

37

37

93

297

Asset retirement obligations

3

1

2

6

Total

$

58

109

1,264

110

759

74

1,451

3,825

(1)Includes outstanding principal amounts on the Credit Facility at June 30, 2020. This table does not include future commitment fees, interest expense or other fees on the Credit Facility because they are floating rate instruments and we cannot determine with accuracy the timing of future loan advances, repayments or interest rates that may be charged.

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 June 30, 2019 and the three and six months ended June 30, 2020, net income (loss) and the corresponding adjustments reflect our actual results of operations.  In our presentation of Adjusted EBITDA for the six months ended June 30, 2019, net income (loss) and the corresponding adjustments reflect our pro forma results of operations. The pro forma information should be read in conjunction with the unaudited pro forma condensed combined financial statements, which are filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q. For more information, see “Items Affecting Comparability of Our Financial Results.”

We define Adjusted EBITDA as net income before net interest expense, income tax expense, depreciation, impairment, accretion and changes in fair value of contingent acquisition consideration, 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 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

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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 June 30,

Six Months Ended June 30,

(in thousands)

2019

2020

2019(1)

2020

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

Net income (loss)

$

69,274

88,441

$

146,335

(304,492)

Interest expense, net

31,521

35,311

57,854

72,942

Income tax expense (benefit)

30,419

31,921

50,512

(112,864)

Amortization of customer relationships

8,534

17,606

35,540

35,211

Depreciation expense

36,447

27,745

62,830

55,088

Impairment

594

7,576

664,544

Accretion and change in fair value of contingent acquisition consideration

2,366

61

5,416

103

Equity-based compensation

21,543

2,697

35,443

6,035

Equity in earnings of unconsolidated affiliates

(13,623)

(20,947)

(29,338)

(40,024)

Loss on asset sale

240

240

Distributions from unconsolidated affiliates

19,085

18,200

36,465

41,828

Adjusted EBITDA

$

206,160

201,275

$

408,633

418,611

(1)Pro Forma.

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 2019 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

There were no new accounting pronouncements issued during the three months ended June 30, 2020 that had or are expected to have a material effect on the Company’s financial reporting.

Off-Balance Sheet Arrangements

As of June 30, 2020, 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 June 30, 2020, we had $1.2 billion 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 $5.7 million increase in interest expense for the six months ended June 30, 2020.

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 continue 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 June 30, 2020 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 June 30, 2020 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 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.

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 2019 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. There have been no material changes to the risks described in such reports. 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:

Total Number of

Approximate Value

Number of

Average Price

Common

of Common

Common

Paid per

Shares Purchased

Shares that May

Shares

Common

as Part of Publicly

Yet be Purchased

Period

Purchased(1)

Share

Announced Plans(2)

Under the Plan

April 1, 2020 – April 30, 2020

3,335,119

$

2.76

3,201,800

$

149,800,870

May 1, 2020 – May 31, 2020

7,900

$

4.24

7,900

$

149,767,409

June 1, 2020 – June 30, 2020

$

N/A

Total

3,343,019

$

2.77

3,209,700

$

149,767,409

(1)The total number of shares purchased includes 133,319 shares repurchased in April, representing shares of AM common stock transferred to us to satisfy tax withholding obligations incurred upon the vesting of equity awards held by our employees. There were no such repurchases in May and June.
(2)In August 2019, the Company’s Board of Directors authorized a $300 million share repurchase program. During the three months ended June 30, 2020, we repurchased 3,209,700 shares under this program for a total of $8.9 million, or a weighted average of $2.77 per share.

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Item 6.Exhibits

Exhibit Number

Description of Exhibit

3.1

Certificate of Conversion of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).

3.2

Certificate of Incorporation of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).

3.3

Bylaws of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).

3.4

Certificate of Designations of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).

31.1

*

Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241).

31.2

*

Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241).

32.1

*

Certification of the Company’s Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

32.2

*

Certification of the Company’s Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

99.1

*

Unaudited pro forma condensed combined financial statements of Antero Midstream Corporation.

101

*

The following financial information from this Quarterly Report on Form 10-Q of Antero Midstream Corporation for the quarter ended June 30, 2020, 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 Partners’ Capital and Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the 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:

July 29, 2020

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