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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
April 30, 2025
ANTERO
MIDSTREAM CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-38075 |
|
61-1748605 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification Number) |
1615
Wynkoop Street
Denver,
Colorado 80202
(Address of Principal Executive Offices) (Zip
Code)
Registrants Telephone Number, Including
Area Code (303) 357-7310
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Per Share |
|
AM |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 2.02 |
Results of Operations and Financial Condition |
On
April 30, 2025, Antero Midstream Corporation issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated
by reference herein, announcing its financial and operational results for the quarter ended March 31, 2025.
The information
in this Current Report, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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 hereunto duly authorized.
|
ANTERO MIDSTREAM CORPORATION |
|
|
|
By: |
/s/ Brendan E. Krueger |
|
|
Brendan E. Krueger |
|
|
Chief Financial Officer, Vice President – Finance and Treasurer |
Dated: April 30, 2025
Exhibit 99.1
Antero Midstream Announces First Quarter 2025
Financial and Operating Results
Denver, Colorado, April 30, 2025—Antero
Midstream Corporation (NYSE: AM) (“Antero Midstream” or the “Company”) today announced its first quarter 2025
financial and operating results. The relevant unaudited condensed consolidated financial statements are included in Antero Midstream’s
Quarterly Report on Form 10-Q for the three months ended March 31, 2025.
First Quarter 2025 Highlights:
| · | Low pressure gathering and processing volumes increased by 1% and 3%, respectively, compared to the
prior year quarter |
| · | Net Income was $121 million, or $0.25 per diluted share, a 19% per share increase compared to the prior
year quarter |
| · | Adjusted Net Income was $134 million, or $0.28 per diluted share, a 17% per share increase compared
to the prior year quarter (non-GAAP measure) |
| · | Adjusted EBITDA was $274 million, a 3% increase compared to the prior year quarter (non-GAAP measure) |
| · | Capital expenditures were $37 million, a 25% increase compared to the prior year quarter |
| · | Free Cash Flow after dividends was $79 million, a 7% increase compared to the prior year quarter (non-GAAP
measure) |
| · | Leverage was 2.95x as of March 31, 2025 (non-GAAP measure) |
| · | Repurchased 1.7 million shares for $29 million |
Paul Rady, Chairman and CEO said, “Antero
Midstream delivered another quarter of gathering volume growth and record processing volumes. In addition, we placed the Torrey’s
Peak compressor station in service late in the first quarter, which was ahead of initial expectations of a second quarter in-service date.
This station was the third station to relocate underutilized compressor units, resulting in over $30 million of estimated capital savings.
This additional capacity will support the further gathering volume growth anticipated throughout 2025.”
Brendan Krueger, CFO of Antero Midstream, said
“Antero Midstream’s throughput growth, combined with lower debt and interest expense, resulted in double-digit earnings per
share growth year-over-year. The first quarter also represented the eleventh consecutive quarter of generating Free Cash Flow after Dividends
and the second consecutive quarter with Free Cash Flow after dividends exceeding $75 million. This allowed us to enhance our return of
capital to shareholders by reducing absolute debt, paying an attractive dividend, and repurchasing shares. Given our strong balance sheet,
we will continue to be flexible in our return of capital program, particularly when we see market opportunities.”
For a discussion of the non-GAAP financial measures, including Adjusted
EBITDA, Adjusted Net Income, Leverage, and Free Cash Flow after dividends please see “Non-GAAP Financial Measures.”
Share Repurchases
During the first quarter of 2025, Antero Midstream
repurchased 1.7 million shares for $29 million. Antero Midstream had approximately $443 million of remaining capacity under its $500 million
authorized share repurchase program as of March 31, 2025. During the quarter, Antero Midstream also purchased $18 million of shares
related to satisfying tax withholding obligations incurred upon the vesting of equity awards.
First Quarter 2025 Financial Results
Low pressure gathering volumes for the first quarter
of 2025 averaged 3,348 MMcf/d, a 1% increase compared to the prior year quarter. Compression volumes for the first quarter of 2025 averaged
3,330 MMcf/d, a 2% increase compared to the first quarter of 2024. High pressure gathering volumes averaged 3,106 MMcf/d, a 5% increase
compared to the prior year quarter. Fresh water delivery volumes averaged 105 MBbl/d during the quarter, a 7% decrease compared to the
first quarter of 2024.
Gross processing volumes from the processing and
fractionation joint venture (the “Joint Venture”) averaged 1,650 MMcf/d for the first quarter of 2025, a 3% increase compared
to the prior year quarter. Joint Venture processing capacity was over 100% utilized during the quarter based on nameplate processing capacity
of 1.6 Bcf/d. Gross Joint Venture fractionation volumes averaged 40 MBbl/d, in line with the prior year quarter. Joint Venture fractionation
capacity was 100% utilized during the quarter based on nameplate fractionation capacity of 40 MBbl/d.
|
|
Three Months Ended
March 31, |
|
|
|
|
Average Daily Volumes: |
|
2024 |
|
|
2025 |
|
|
%
Change |
|
Low Pressure Gathering (MMcf/d) |
|
|
3,301 |
|
|
|
3,348 |
|
|
|
1 |
% |
Compression (MMcf/d) |
|
|
3,260 |
|
|
|
3,330 |
|
|
|
2 |
% |
High Pressure Gathering (MMcf/d) |
|
|
2,966 |
|
|
|
3,106 |
|
|
|
5 |
% |
Fresh Water Delivery (MBbl/d) |
|
|
113 |
|
|
|
105 |
|
|
|
(7 |
)% |
Gross Joint Venture Processing (MMcf/d) |
|
|
1,602 |
|
|
|
1,650 |
|
|
|
3 |
% |
Gross Joint Venture Fractionation (MBbl/d) |
|
|
40 |
|
|
|
40 |
|
|
|
* |
|
* Not meaningful or applicable.
For the three months ended March 31, 2025,
revenues were $291 million, comprised of $229 million from the Gathering and Processing segment and $62 million from the Water Handling
segment, net of $18 million of amortization of customer relationships. Water Handling revenues include $29 million from wastewater handling
and high rate water transfer services.
Direct operating expenses for the Gathering and
Processing and Water Handling segments were $26 million and $31 million, respectively, for a total of $57 million. Water Handling operating
expenses include $26 million from wastewater handling and high rate water transfer services. General and administrative expenses excluding
equity-based compensation were $11 million during the first quarter of 2025. Total operating expenses during the first quarter of 2025
included $12 million of equity-based compensation expense and $33 million of depreciation expense.
Net Income was $121 million, or $0.25 per diluted
share, a 19% per share increase compared to the prior year quarter. Net Income adjusted for amortization of customer relationships, impairment
of property and equipment, loss on early extinguishment of debt, and gain on asset sale, net of tax effects of reconciling items, or Adjusted
Net Income, was $134 million. Adjusted Net Income was $0.28 per diluted share, a 17% per share increase compared to the prior year quarter.
The following table reconciles Net Income to Adjusted
Net Income (in thousands):
|
|
Three Months Ended
March 31, |
|
|
|
2024 |
|
|
2025 |
|
Net Income |
|
$ |
103,926 |
|
|
|
120,737 |
|
Amortization of customer relationships |
|
|
17,668 |
|
|
|
17,668 |
|
Impairment of property and equipment |
|
|
— |
|
|
|
817 |
|
Loss on early extinguishment of debt |
|
|
59 |
|
|
|
— |
|
Other (1) |
|
|
— |
|
|
|
(5 |
) |
Tax effect of reconciling items (2) |
|
|
(4,565 |
) |
|
|
(4,773 |
) |
Adjusted Net Income |
|
$ |
117,088 |
|
|
|
134,444 |
|
| (1) | Other represents gain on asset sale. |
| (2) | The statutory tax rate for each of the three months ended March 31, 2024 and 2025 was approximately 25.8%. |
Adjusted EBITDA was $274 million, a 3% increase
compared to the prior year quarter. Interest expense was $48 million, a 9% decrease compared to the prior year quarter, driven primarily
by lower outstanding average total debt. Capital expenditures were $37 million, a 25% increase compared to the first quarter of 2024,
and current income taxes were $2 million. Free Cash Flow before dividends was $187 million, a 3% increase compared to the prior year quarter.
Free Cash Flow after dividends was $79 million, a 7% increase compared to the prior year quarter.
The following table reconciles Net Income to Adjusted EBITDA and Free
Cash Flow before and after dividends (in thousands):
|
|
Three Months Ended
March 31, |
|
|
|
2024 |
|
|
2025 |
|
Net Income |
|
$ |
103,926 |
|
|
|
120,737 |
|
Interest expense, net |
|
|
53,308 |
|
|
|
48,410 |
|
Income tax expense |
|
|
36,488 |
|
|
|
36,096 |
|
Depreciation expense |
|
|
37,095 |
|
|
|
32,748 |
|
Amortization of customer relationships |
|
|
17,668 |
|
|
|
17,668 |
|
Impairment of property and equipment |
|
|
— |
|
|
|
817 |
|
Equity-based compensation |
|
|
9,327 |
|
|
|
12,402 |
|
Equity in earnings of unconsolidated affiliates |
|
|
(27,530 |
) |
|
|
(28,020 |
) |
Distributions from unconsolidated affiliates |
|
|
34,960 |
|
|
|
33,375 |
|
Loss on early extinguishment of debt |
|
|
59 |
|
|
|
— |
|
Other operating expense, net (1) |
|
|
44 |
|
|
|
44 |
|
Adjusted EBITDA |
|
$ |
265,345 |
|
|
|
274,277 |
|
Interest expense, net |
|
|
(53,308 |
) |
|
|
(48,410 |
) |
Capital expenditures (accrual-based) |
|
|
(29,772 |
) |
|
|
(37,288 |
) |
Current income tax expense |
|
|
— |
|
|
|
(1,680 |
) |
Free Cash Flow before dividends |
|
$ |
182,265 |
|
|
|
186,899 |
|
Dividends declared (accrual-based) |
|
|
(108,279 |
) |
|
|
(107,836 |
) |
Free Cash Flow after dividends |
|
$ |
73,986 |
|
|
|
79,063 |
|
| (1) | Other operating expense, net represents accretion of asset retirement obligations and gain on asset sale. |
The following table reconciles net cash provided
by operating activities to Free Cash Flow before and after dividends (in thousands):
|
|
Three Months Ended
March 31, |
|
|
|
2024 |
|
|
2025 |
|
Net cash provided by operating activities |
|
$ |
210,561 |
|
|
|
198,942 |
|
Amortization of deferred financing costs |
|
|
(1,655 |
) |
|
|
(1,307 |
) |
Settlement of asset retirement obligations |
|
|
164 |
|
|
|
210 |
|
Changes in working capital |
|
|
2,967 |
|
|
|
26,342 |
|
Capital expenditures (accrual-based) |
|
|
(29,772 |
) |
|
|
(37,288 |
) |
Free Cash Flow before dividends |
|
$ |
182,265 |
|
|
|
186,899 |
|
Dividends declared (accrual-based) |
|
|
(108,279 |
) |
|
|
(107,836 |
) |
Free Cash Flow after dividends |
|
$ |
73,986 |
|
|
|
79,063 |
|
First Quarter 2025 Operating Update
During the first quarter of 2025, Antero Midstream
placed on line the Torrey’s Peak compressor station. The compressor station has an initial compression capacity of 160 MMcf/d. The
company also connected 26 wells to its gathering system and serviced 28 wells with its fresh water delivery system. The 28 wells serviced
include 8 wells that commenced completion operations late during the quarter and will continue to be serviced by Antero Midstream’s
water system in the second quarter of 2025.
Capital Investments
Capital expenditures were $37 million during the
first quarter of 2025. The Company invested $23 million in gathering and compression, $12 million in water infrastructure and $2 million
in the Stonewall Joint Venture.
Conference Call
A conference call is scheduled on Thursday, May 1,
2025 at 10:00 am MT to discuss the financial and operational results. A brief Q&A session for security analysts will immediately follow
the discussion of the results. To participate in the call, dial in at 877-407-9126 (U.S.), or 201-493-6751 (International) and reference
“Antero Midstream.” A telephone replay of the call will be available until Thursday, May 8, 2025 at 10:00 am MT at 877-660-6853
(U.S.) or 201-612-7415 (International) using the conference ID: 13750398. To access the live webcast and view the related earnings conference
call presentation, visit Antero Midstream's website at www.anteromidstream.com. The webcast will be archived for replay until Thursday,
May 8, 2025 at 10:00 am MT.
Presentation
An updated presentation will be posted to the
Company's website before the conference call. The presentation can be found at www.anteromidstream.com on the homepage. Information on
the Company's website does not constitute a portion of, and is not incorporated by reference into this press release.
Non-GAAP Financial Measures and Definitions
Antero Midstream uses certain non-GAAP financial
measures. Antero Midstream defines Adjusted Net Income as Net Income plus amortization of customer relationships, impairment of property
and equipment, loss on early extinguishment of debt, and (gain) loss on asset sale, net of tax effect of reconciling items. Antero Midstream
uses Adjusted Net Income to assess the operating performance of its assets. Antero Midstream defines Adjusted EBITDA as Net Income plus
net interest expense, income tax expense, depreciation expense, amortization of customer relationships, (gain) loss on asset sale, accretion
of asset retirement obligations, impairment of property and equipment, loss on early extinguishment of debt, and equity-based compensation
expense, excluding equity in earnings of unconsolidated affiliates, plus distributions from unconsolidated affiliates.
Antero Midstream uses Adjusted EBITDA to assess:
| · | the financial performance of Antero Midstream’s assets, without regard to financing methods, capital
structure or historical cost basis; |
| · | its 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. |
Antero Midstream defines Free Cash Flow before
dividends as Adjusted EBITDA less net interest expense, accrual-based capital expenditures, and current income tax expense. Capital expenditures
include additions to gathering systems and facilities, additions to water handling systems, and investments in unconsolidated affiliates.
Capital expenditures exclude acquisitions. Free Cash Flow after dividends is defined as Free Cash Flow before dividends less accrual-based
dividends declared for the quarter. Antero Midstream uses Free Cash Flow before and after dividends as a performance metric to compare
the cash generating performance of Antero Midstream from period to period.
Adjusted EBITDA, Adjusted Net Income, and Free
Cash Flow before and after dividends are non-GAAP financial measures. The GAAP measure most directly comparable to these measures is Net
Income. Such non-GAAP financial measures should not be considered as alternatives to the GAAP measures of Net Income and cash flows provided
by (used in) operating activities. The presentations of such measures are not made in accordance with GAAP and have important limitations
as analytical tools because they include some, but not all, items that affect Net Income and cash flows provided by operating activities.
You should not consider any or all such measures in isolation or as a substitute for analyses of results as reported under GAAP. Antero
Midstream’s definitions of such measures may not be comparable to similarly titled measures of other companies.
The following table reconciles cash paid for capital expenditures and
accrued capital expenditures during the period (in thousands):
|
|
Three Months Ended
March 31, |
|
|
|
2024 |
|
|
2025 |
|
Capital expenditures (as reported on a cash basis) |
|
$ |
35,073 |
|
|
|
32,276 |
|
Change in accrued capital costs |
|
|
(5,301 |
) |
|
|
5,012 |
|
Capital expenditures (accrual basis) |
|
$ |
29,772 |
|
|
|
37,288 |
|
Antero Midstream defines net debt as consolidated
total debt, excluding unamortized debt premiums and debt issuance costs, less cash and cash equivalents (“Net Debt”). Antero
Midstream views Net Debt as an important indicator in evaluating Antero Midstream’s financial leverage. Antero Midstream defines
Leverage as Net Debt divided by Adjusted EBITDA for the last twelve months. The GAAP measure most directly comparable to Net Debt is total
debt, excluding unamortized debt premiums and debt issuance costs.
The following table reconciles consolidated total
debt to Net Debt as used in this release (in thousands):
| |
March 31, 2025 | |
Bank credit facility | |
$ | 477,400 | |
5.75% senior notes due 2027 | |
| 650,000 | |
5.75% senior notes due 2028 | |
| 650,000 | |
5.375% senior notes due 2029 | |
| 750,000 | |
6.625% senior notes due 2032 | |
| 600,000 | |
Consolidated total debt | |
$ | 3,127,400 | |
Less: Cash and cash equivalents | |
| — | |
Consolidated net debt | |
$ | 3,127,400 | |
The following table reconciles Net Income to Adjusted EBITDA for the
last twelve months ended March 31, 2025 (in thousands):
|
|
Twelve Months Ended
March 31, 2025 |
|
Net Income |
|
$ |
417,703 |
|
Interest expense, net |
|
|
202,129 |
|
Income tax expense |
|
|
147,337 |
|
Depreciation expense |
|
|
135,653 |
|
Amortization of customer relationships |
|
|
70,672 |
|
Impairment of property and equipment |
|
|
1,149 |
|
Equity-based compensation |
|
|
47,407 |
|
Equity in earnings of unconsolidated affiliates |
|
|
(111,063 |
) |
Distributions from unconsolidated affiliates |
|
|
134,075 |
|
Loss on early extinguishment of debt |
|
|
14,032 |
|
Other operating expense, net (1) |
|
|
912 |
|
Adjusted EBITDA |
|
$ |
1,060,006 |
|
| (1) | Other operating expense, net represents accretion of asset retirement obligation and loss on asset sale. |
Antero Midstream Corporation is a Delaware
corporation that owns, operates and develops midstream gathering, compression, processing and fractionation assets located in the Appalachian
Basin, as well as integrated water assets that primarily service Antero Resources Corporation’s (NYSE: AR) (“Antero Resources”)
properties.
This release includes "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. Such forward-looking
statements are subject to a number of risks and uncertainties, many of which are not under Antero Midstream’s control. All statements,
except for statements of historical fact, made in this release regarding activities, events or developments Antero Midstream expects,
believes or anticipates will or may occur in the future, such as statements regarding our strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, plans and objectives of management, Antero Resources’ expected production
and development plan, natural gas, NGLs and oil prices, Antero Midstream’s ability to realize the anticipated benefits of its investments
in unconsolidated affiliates, Antero Midstream’s ability to execute its share repurchase program, Antero Midstream’s ability
to execute its business plan and return capital to its stockholders, impacts of geopolitical and world health events, information regarding
Antero Midstream’s return of capital policy, information regarding long-term financial and operating outlooks for Antero Midstream
and Antero Resources, information regarding Antero Resources’ expected future growth and its ability to meet its drilling and development
plan and the participation level of Antero Resources’ drilling partner, the impact on demand for Antero Midstream’s services
as a result of incremental production by Antero Resources, and expectations regarding the amount and timing of litigation awards are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. 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. All forward-looking statements speak only as of the date of this release. Although Antero Midstream
believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there
is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially
differ from what is expressed, implied or forecast in such statements. Except as required by law, Antero Midstream expressly disclaims
any obligation to and does not intend to publicly update or revise any forward-looking statements.
Antero Midstream cautions you that these forward-looking
statements are subject to all of the risks and uncertainties incident to our business, most of which are difficult to predict and many
of which are beyond Antero Midstream’s control. These risks include, but are not limited to, commodity price volatility, inflation,
supply chain or other disruptions, environmental risks, Antero Resources’ drilling and completion and other operating risks, regulatory
changes or changes in law, 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, cybersecurity risks, and the other risks described
under the heading "Risk Factors" in Antero Midstream's Annual Report on Form 10-K for the year ended December 31,
2024.
For more information, contact Justin Agnew, Vice President –
Finance and Investor Relations of Antero Midstream, at (303) 357-7269 or jagnew@anteroresources.com
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except per share
amounts)
| |
| | |
(Unaudited) | |
| |
December 31, | | |
March 31, | |
| |
2024 | | |
2025 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Accounts receivable–Antero Resources | |
$ | 115,180 | | |
| 124,005 | |
Accounts receivable–third party | |
| 832 | | |
| 877 | |
Other current assets | |
| 2,052 | | |
| 2,770 | |
Total current assets | |
| 118,064 | | |
| 127,652 | |
Long-term assets: | |
| | | |
| | |
Property and equipment, net | |
| 3,881,621 | | |
| 3,884,394 | |
Investments in unconsolidated affiliates | |
| 603,956 | | |
| 600,349 | |
Customer relationships | |
| 1,144,759 | | |
| 1,127,091 | |
Other assets, net | |
| 13,348 | | |
| 12,632 | |
Total assets | |
$ | 5,761,748 | | |
| 5,752,118 | |
Liabilities and Stockholders' Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable–Antero Resources | |
$ | 4,114 | | |
| 5,743 | |
Accounts payable–third party | |
| 12,308 | | |
| 15,071 | |
Accrued liabilities | |
| 83,555 | | |
| 66,906 | |
Other current liabilities | |
| 635 | | |
| 2,477 | |
Total current liabilities | |
| 100,612 | | |
| 90,197 | |
Long-term liabilities: | |
| | | |
| | |
Long-term debt | |
| 3,116,958 | | |
| 3,110,975 | |
Deferred income tax liability, net | |
| 413,608 | | |
| 448,024 | |
Other | |
| 15,399 | | |
| 14,383 | |
Total liabilities | |
| 3,646,577 | | |
| 3,663,579 | |
Stockholders' equity: | |
| | | |
| | |
Preferred stock, $0.01 par value: 100,000 authorized as of December 31, 2024 and March 31, 2025 | |
| | | |
| | |
Series A non-voting perpetual preferred stock; 12 designated and 10 issued and outstanding as of December 31, 2024 and March 31, 2025 | |
| — | | |
| — | |
Common stock, $0.01 par value; 2,000,000 authorized; 479,422 and 479,263 issued and outstanding as of December 31, 2024 and March 31, 2025, respectively | |
| 4,794 | | |
| 4,793 | |
Additional paid-in capital | |
| 2,019,830 | | |
| 1,984,372 | |
Retained earnings | |
| 90,547 | | |
| 99,374 | |
Total stockholders' equity | |
| 2,115,171 | | |
| 2,088,539 | |
Total liabilities and stockholders' equity | |
$ | 5,761,748 | | |
| 5,752,118 | |
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Operations
and Comprehensive Income (Unaudited)
(In thousands, except per share amounts)
| |
Three Months Ended March 31, | |
| |
2024 | | |
2025 | |
Revenue: | |
| | | |
| | |
Gathering and compression–Antero Resources | |
$ | 227,593 | | |
| 238,017 | |
Water handling–Antero Resources | |
| 68,455 | | |
| 70,275 | |
Water handling–third party | |
| 671 | | |
| 505 | |
Amortization of customer relationships | |
| (17,668 | ) | |
| (17,668 | ) |
Total revenue | |
| 279,051 | | |
| 291,129 | |
Operating expenses: | |
| | | |
| | |
Direct operating | |
| 53,918 | | |
| 56,830 | |
General and administrative (including $9,327 and $12,402 of equity-based compensation in 2024 and 2025, respectively) | |
| 21,221 | | |
| 23,024 | |
Facility idling | |
| 522 | | |
| 443 | |
Depreciation | |
| 37,095 | | |
| 32,748 | |
Impairment of property and equipment | |
| — | | |
| 817 | |
Other operating expense, net | |
| 44 | | |
| 44 | |
Total operating expenses | |
| 112,800 | | |
| 113,906 | |
Operating income | |
| 166,251 | | |
| 177,223 | |
Other income (expense): | |
| | | |
| | |
Interest expense, net | |
| (53,308 | ) | |
| (48,410 | ) |
Equity in earnings of unconsolidated affiliates | |
| 27,530 | | |
| 28,020 | |
Loss on early extinguishment of debt | |
| (59 | ) | |
| — | |
Total other expense | |
| (25,837 | ) | |
| (20,390 | ) |
Income before income taxes | |
| 140,414 | | |
| 156,833 | |
Income tax expense | |
| (36,488 | ) | |
| (36,096 | ) |
Net income and comprehensive income | |
$ | 103,926 | | |
| 120,737 | |
| |
| | | |
| | |
Net income per common share–basic | |
$ | 0.22 | | |
| 0.25 | |
Net income per common share–diluted | |
$ | 0.21 | | |
| 0.25 | |
| |
| | | |
| | |
Weighted average common shares outstanding: | |
| | | |
| | |
Basic | |
| 479,897 | | |
| 479,064 | |
Diluted | |
| 484,303 | | |
| 484,378 | |
ANTERO MIDSTREAM CORPORATION
Selected Operating Data (Unaudited)
| |
| | |
| | |
Amount of | | |
| |
| |
Three Months Ended March 31, | | |
Increase | | |
Percentage | |
| |
2024 | | |
2025 | | |
or Decrease | | |
Change | |
Operating Data: | |
| | | |
| | | |
| | | |
| | |
Gathering—low pressure (MMcf) | |
| 300,429 | | |
| 301,298 | | |
| 869 | | |
| * | |
Compression (MMcf) | |
| 296,663 | | |
| 299,718 | | |
| 3,055 | | |
| 1 | % |
Gathering—high pressure (MMcf) | |
| 269,922 | | |
| 279,579 | | |
| 9,657 | | |
| 4 | % |
Fresh water delivery (MBbl) | |
| 10,274 | | |
| 9,415 | | |
| (859 | ) | |
| (8 | )% |
Other fluid handling (MBbl) | |
| 5,061 | | |
| 5,179 | | |
| 118 | | |
| 2 | % |
Wells serviced by fresh water delivery | |
| 17 | | |
| 28 | | |
| 11 | | |
| 65 | % |
Gathering—low pressure (MMcf/d) | |
| 3,301 | | |
| 3,348 | | |
| 47 | | |
| 1 | % |
Compression (MMcf/d) | |
| 3,260 | | |
| 3,330 | | |
| 70 | | |
| 2 | % |
Gathering—high pressure (MMcf/d) | |
| 2,966 | | |
| 3,106 | | |
| 140 | | |
| 5 | % |
Fresh water delivery (MBbl/d) | |
| 113 | | |
| 105 | | |
| (8 | ) | |
| (7 | )% |
Other fluid handling (MBbl/d) | |
| 56 | | |
| 58 | | |
| 2 | | |
| 4 | % |
Average Realized Fees(1): | |
| | | |
| | | |
| | | |
| | |
Average gathering—low pressure fee ($/Mcf) | |
$ | 0.36 | | |
| 0.36 | | |
| — | | |
| * | |
Average compression fee ($/Mcf) | |
$ | 0.21 | | |
| 0.22 | | |
| 0.01 | | |
| 5 | % |
Average gathering—high pressure fee ($/Mcf) | |
$ | 0.22 | | |
| 0.23 | | |
| 0.01 | | |
| 5 | % |
Average fresh water delivery fee ($/Bbl) | |
$ | 4.30 | | |
| 4.38 | | |
| 0.08 | | |
| 2 | % |
Joint Venture Operating Data: | |
| | | |
| | | |
| | | |
| | |
Processing—Joint Venture (MMcf) | |
| 145,758 | | |
| 148,523 | | |
| 2,765 | | |
| 2 | % |
Fractionation—Joint Venture (MBbl) | |
| 3,640 | | |
| 3,600 | | |
| (40 | ) | |
| (1 | )% |
Processing—Joint Venture (MMcf/d) | |
| 1,602 | | |
| 1,650 | | |
| 48 | | |
| 3 | % |
Fractionation—Joint Venture (MBbl/d) | |
| 40 | | |
| 40 | | |
| — | | |
| * | |
* Not meaningful
or applicable.
| (1) | The average realized fees for the three months ended March 31, 2025 include annual CPI-based adjustments of approximately 1.6%. |
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Results of Segment Operations
(Unaudited)
(In thousands)
| |
Three Months Ended March 31, 2025 | |
| |
Gathering and | | |
Water | | |
| | |
Consolidated | |
| |
Processing | | |
Handling | | |
Unallocated | | |
Total | |
Revenues: | |
| | | |
| | | |
| | | |
| | |
Revenue–Antero Resources | |
$ | 238,017 | | |
| 70,275 | | |
| — | | |
| 308,292 | |
Revenue–third-party | |
| — | | |
| 505 | | |
| — | | |
| 505 | |
Amortization of customer relationships | |
| (9,271 | ) | |
| (8,397 | ) | |
| — | | |
| (17,668 | ) |
Total revenues | |
| 228,746 | | |
| 62,383 | | |
| — | | |
| 291,129 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Direct operating | |
| 26,193 | | |
| 30,637 | | |
| — | | |
| 56,830 | |
General and administrative (excluding equity-based compensation) | |
| 5,238 | | |
| 4,197 | | |
| 1,187 | | |
| 10,622 | |
Equity-based compensation | |
| 7,883 | | |
| 4,245 | | |
| 274 | | |
| 12,402 | |
Facility idling | |
| — | | |
| 443 | | |
| — | | |
| 443 | |
Depreciation | |
| 19,031 | | |
| 13,717 | | |
| — | | |
| 32,748 | |
Impairment of property and equipment | |
| — | | |
| 817 | | |
| — | | |
| 817 | |
Other operating expense, net | |
| — | | |
| 44 | | |
| — | | |
| 44 | |
Total operating expenses | |
| 58,345 | | |
| 54,100 | | |
| 1,461 | | |
| 113,906 | |
Operating income | |
| 170,401 | | |
| 8,283 | | |
| (1,461 | ) | |
| 177,223 | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense, net | |
| — | | |
| — | | |
| (48,410 | ) | |
| (48,410 | ) |
Equity in earnings of unconsolidated affiliates | |
| 28,020 | | |
| — | | |
| — | | |
| 28,020 | |
Total other income (expense) | |
| 28,020 | | |
| — | | |
| (48,410 | ) | |
| (20,390 | ) |
Income before income taxes | |
| 198,421 | | |
| 8,283 | | |
| (49,871 | ) | |
| 156,833 | |
Income tax expense | |
| — | | |
| — | | |
| (36,096 | ) | |
| (36,096 | ) |
Net income and comprehensive income | |
$ | 198,421 | | |
| 8,283 | | |
| (85,967 | ) | |
| 120,737 | |
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| |
| | |
| |
| |
Three Months Ended March 31, | |
| |
2024 | | |
2025 | |
Cash flows provided by (used in) operating activities: | |
| | | |
| | |
Net income | |
$ | 103,926 | | |
| 120,737 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation | |
| 37,095 | | |
| 32,748 | |
Impairment of property and equipment | |
| — | | |
| 817 | |
Deferred income tax expense | |
| 36,488 | | |
| 34,416 | |
Equity-based compensation | |
| 9,327 | | |
| 12,402 | |
Equity in earnings of unconsolidated affiliates | |
| (27,530 | ) | |
| (28,020 | ) |
Distributions from unconsolidated affiliates | |
| 34,960 | | |
| 33,375 | |
Amortization of customer relationships | |
| 17,668 | | |
| 17,668 | |
Amortization of deferred financing costs | |
| 1,655 | | |
| 1,307 | |
Settlement of asset retirement obligations | |
| (164 | ) | |
| (210 | ) |
Loss on early extinguishment of debt | |
| 59 | | |
| — | |
Other operating activities | |
| 44 | | |
| 44 | |
Changes in assets and liabilities: | |
| | | |
| | |
Accounts receivable–Antero Resources | |
| (16,156 | ) | |
| (8,825 | ) |
Accounts receivable–third party | |
| 103 | | |
| 35 | |
Other current assets | |
| (189 | ) | |
| (695 | ) |
Accounts payable–Antero Resources | |
| 716 | | |
| 1,629 | |
Accounts payable–third party | |
| 2,346 | | |
| 1,056 | |
Income taxes payable | |
| — | | |
| 1,783 | |
Accrued liabilities | |
| 10,213 | | |
| (21,325 | ) |
Net cash provided by operating activities | |
| 210,561 | | |
| 198,942 | |
Cash flows provided by (used in) investing activities: | |
| | | |
| | |
Additions to gathering systems, facilities and other | |
| (27,723 | ) | |
| (22,081 | ) |
Additions to water handling systems | |
| (7,350 | ) | |
| (8,447 | ) |
Additional investments in unconsolidated affiliate | |
| — | | |
| (1,748 | ) |
Acquisition of gathering systems and facilities | |
| (2,048 | ) | |
| — | |
Other investing activities | |
| (2 | ) | |
| 5 | |
Net cash used in investing activities | |
| (37,123 | ) | |
| (32,271 | ) |
Cash flows provided by (used in) financing activities: | |
| | | |
| | |
Dividends to common stockholders | |
| (107,918 | ) | |
| (112,615 | ) |
Dividends to preferred stockholders | |
| (138 | ) | |
| (138 | ) |
Repurchases of common stock | |
| — | | |
| (28,569 | ) |
Issuance of Senior Notes | |
| 600,000 | | |
| — | |
Redemption of Senior Notes | |
| (2,147 | ) | |
| — | |
Payments of deferred financing costs | |
| (7,082 | ) | |
| — | |
Borrowings on Credit Facility | |
| 245,100 | | |
| 304,300 | |
Repayments on Credit Facility | |
| (875,200 | ) | |
| (311,200 | ) |
Employee tax withholding for settlement of equity-based compensation awards | |
| (31 | ) | |
| (18,449 | ) |
Net cash used in financing activities | |
| (147,416 | ) | |
| (166,671 | ) |
Net increase in cash and cash equivalents | |
| 26,022 | | |
| — | |
Cash and cash equivalents, beginning of period | |
| 66 | | |
| — | |
Cash and cash equivalents, end of period | |
$ | 26,088 | | |
| — | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information: | |
| | | |
| | |
Cash paid during the period for interest | |
| 42,067 | | |
| 65,272 | |
Increase (decrease) in accrued capital expenditures and accounts payable for property and equipment | |
| (5,301 | ) | |
| 5,012 | |
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