Antero Midstream (US:AM)2024-02-13 16:00Part I Business and Properties Antero Midstream is a midstream energy company primarily serving Antero Resources in the Appalachian Basin, with operations divided into Gathering and Processing, and Water Handling segments, relying on scalable infrastructure, disciplined capital investment, and long-term, fixed-fee contracts to limit commodity price exposure, while emphasizing ESG goals including GHG emission reduction efforts Overview and Business Strategy Antero Midstream operates as a growth-oriented midstream energy company focused on servicing Antero Resources' activities in the Appalachian Basin, with a core strategy involving a scalable business model, disciplined "just-in-time" capital deployment, and long-term, fixed-fee contracts to ensure stable cash flows, also highlighting its experienced management team and commitment to continuous improvement and ESG stewardship, including lowering GHG emissions - The company's business is centered on owning, operating, and developing midstream assets for Antero Resources in the Appalachian Basin, with Antero Resources holding a 29.0% ownership interest as of December 31, 202324 - Key business strategies include a scalable model, disciplined "just-in-time" capital investment to maximize returns, and long-term fixed-fee contracts to limit commodity price risk. Gathering and compression service agreements extend to 2038, and water services to 2035252627 - The company is committed to ESG goals, focusing on safety, water recycling, and lowering GHG emissions intensity, viewing natural gas as key to the energy transition2930 Operating Segments and Assets The company's operations are organized into two reportable segments: Gathering and Processing, and Water Handling, having expanded its asset base in 2022 through acquisitions from Crestwood Equity Partners and EnLink Midstream, and as of December 31, 2023, its asset portfolio includes extensive pipeline networks for gas and water, significant compression capacity, and substantial water storage capabilities - Operations are divided into two reportable segments: (1) gathering and processing and (2) water handling31 - In 2022, the company acquired Marcellus gas gathering and compression assets from Crestwood for $205 million and Utica compression assets from EnLink for $10 million3233 Asset Information as of December 31, 2023 | Asset Type | Low Pressure Pipeline (miles) | High Pressure Pipeline (miles) | Compression Capacity (Bcf/d) | Buried Water Pipeline (miles) | Surface Water Pipeline (miles) | | :--- | :--- | :--- | :--- | :--- | :--- | | Appalachian Basin | 401 | 230 | 4.5 | 232 | 146 | - As of year-end 2023, the company had 5.5 million barrels of water storage capacity in 36 impoundments and had idled its Clearwater Facility for water treatment since September 201935 Our Relationship with Antero Resources Antero Resources is the company's most significant customer, dedicating substantially all of its 515,000 net acres in the Appalachian Basin to Antero Midstream for gathering, compression, and water services, governed by long-term agreements including a gathering and compression agreement through 2038 and a water services agreement through 2035, featuring fixed-fee structures, CPI-based adjustments, and options for minimum volume commitments or cost-of-service fees on new infrastructure, with a growth incentive fee program that provided rebates to Antero Resources having expired on December 31, 2023 - Antero Resources is the most significant customer, dedicating approximately 515,000 net acres for gathering, compression, and water services. Antero Resources' 2024 drilling and completion budget is $650 million to $700 million for 55-60 gross wells3637 - Gathering and compression agreements extend through 2038, featuring fixed fees per Mcf with annual CPI adjustments. For new construction requested by Antero Resources, Antero Midstream can elect either minimum volume commitments or a cost-of-service fee structure3738 - The growth incentive fee program, which provided fee rebates for achieving volume targets, expired on December 31, 2023. Antero Resources earned $52 million in rebates in 202339 - The water services agreement runs through 2035 and includes a fixed fee for fresh water delivery and a cost-of-service or cost-plus-3% fee for other fluid handling services40 Regulation of Operations The company's operations are subject to extensive regulation at federal, state, and local levels, including pipeline safety regulations from PHMSA mandating integrity management programs with increased penalties, and environmental regulations under the Clean Air Act, Clean Water Act, and RCRA governing air emissions, water discharges, and waste management, with significant regulatory focus on hydraulic fracturing, methane emissions, and climate change, imposing more stringent requirements and potential costs through new EPA rules and the Inflation Reduction Act of 2022, which the company actively manages through compliance programs and ESG initiatives - Natural gas gathering facilities are generally exempt from FERC jurisdiction under the Natural Gas Act, but this classification is determined on a case-by-case basis and could change48 - Gas pipelines are subject to safety regulations by PHMSA, which require integrity management programs. Maximum civil penalties for violations were increased in January 2024 to $266,015 per violation per day5456 - In December 2023, the EPA finalized stringent new rules (Subparts OOOOb and OOOOc) to reduce methane emissions from new, modified, and existing oil and gas facilities, which will increase compliance costs77 - The Inflation Reduction Act of 2022 imposes a federal fee on excess methane emissions from certain oil and gas facilities, starting in 2024 at $900 per ton and rising to $1,500 by 202679180 - The company is pursuing ESG goals, including a 2022 methane leak loss rate of 0.031%, well below the OneFuture industry target of 1%. It has implemented various projects to reduce emissions, such as blowdown capture systems and continuous monitoring technology8081 - The SEC and the state of California are advancing rules that will require extensive climate-related disclosures, including Scope 1, 2, and 3 GHG emissions, which could increase compliance costs and litigation risks86187 Human Capital Antero Midstream's workforce consists of 604 personnel concurrently employed by both the company and Antero Resources under secondment and services agreements, with a focus on attracting and retaining talent through competitive compensation, comprehensive benefits including health insurance, 401(k), and paid parental leave, professional development support, and a strong emphasis on workforce health and safety, while fostering a diverse and inclusive workplace culture - As of December 31, 2023, 604 people were concurrently employed by Antero Midstream and Antero Resources under services and secondment agreements91 - The company offers a comprehensive benefits package, including health insurance with no employee premium increases in over 16 years, a 401(k) plan, paid parental leave, and student loan repayment matching92 - A core value is safety, with a goal of zero incidents. The company promotes a strong safety culture through training, risk assessments, and empowering employees to stop unsafe work9596 Risk Factors The company faces significant risks, primarily stemming from its heavy reliance on Antero Resources, its sole major customer, where any adverse developments affecting Antero Resources' operations, financial health, or development plans directly impact Antero Midstream's revenue and growth, alongside operational risks including potential production shut-ins, construction delays, and cost overruns, exposure to capital structure risks such as debt service obligations and access to capital, substantial regulatory risks with increasing scrutiny on environmental compliance, pipeline safety, and climate change potentially leading to higher costs and operational constraints, and other notable risks including geographic concentration in the Appalachian Basin, potential conflicts of interest with related parties, and tax-related uncertainties Customer Concentration Risks The company's financial performance is overwhelmingly dependent on Antero Resources, which accounts for substantially all of its revenue, exposing Antero Midstream to Antero Resources' business risks including commodity price volatility, changes in drilling plans, and financial distress, where a decline in Antero's production or well completion activity, or a disposition of dedicated acreage, would directly and adversely affect Antero Midstream's business and operating results - Substantially all revenue is derived from Antero Resources, making the company highly vulnerable to any adverse events affecting Antero's production, financial condition, or market reputation101 - The company's success depends on Antero Resources' ability to replace naturally declining production from existing wells. A reduction in Antero's development activity would directly harm gathering, compression, and water handling revenues105106 - Under certain conditions, Antero Resources can dispose of dedicated acreage free from dedication without Antero Midstream's consent, which could reduce future volumes and revenue111 Business Operations Risks Operational risks include the potential for material production shut-ins by customers due to market imbalances or storage constraints, which would reduce throughput, with the company's gathering and compression agreements containing minimum volume commitments only under specific circumstances for new assets, and construction of new assets being subject to risks of delays and cost overruns, while the business is also exposed to rising costs for materials like steel due to trade tariffs, potential disruptions from third-party pipeline unavailability, and increasing attention to ESG matters which could raise costs and reduce demand - A material shut-in of production by customers like Antero Resources, potentially due to storage capacity constraints or low demand, would reduce volumes and adversely affect business112113 - Minimum volume commitments are limited to new high-pressure pipelines and compressor stations built at Antero's request; there are no such commitments on low-pressure or fresh water pipelines114 - Increasing attention to ESG matters may result in increased costs, reduced demand for oil and gas products, and negative impacts on stock price and access to capital. The company faces risks related to meeting its own aspirational ESG targets, such as its net-zero goal by 2050126128 - The business involves significant operational hazards (fires, ruptures, spills) that may not be fully covered by insurance, potentially leading to substantial uninsured losses130131 Capital Structure and Financial Risks The company faces risks related to its ability to generate sufficient cash to service its debt, including a revolving credit facility and senior notes, where failure to do so could force asset sales or refinancing on unfavorable terms, and future growth requires significant capital expenditures, with the ability to obtain financing depending on market conditions and the company's financial health, while existing debt agreements contain restrictive covenants that could limit operational flexibility, and rising interest rates could adversely affect business results - The ability to service debt obligations depends on operating performance and financial conditions that are subject to factors beyond the company's control. Insufficient cash flow could force asset sales or unfavorable refinancing136137 - Expansion requires capital expenditures, and the ability to obtain financing on satisfactory terms is not guaranteed. Incurring more debt would increase leverage, while issuing equity could dilute existing stockholders138139 - The revolving credit facility and senior note indentures contain restrictive covenants that limit the ability to incur more debt, make certain investments, merge, or dispose of assets141142 - A 1.0% increase in interest rates would have increased 2023 interest expense by an estimated $8 million, based on average outstanding borrowings under the revolving credit facility146 Regulatory and Compliance Risks The company operates under complex and stringent federal, state, and local regulations that could increase costs or cause delays, with key risks including the potential for gathering assets to become subject to FERC regulation, increased regulation of hydraulic fracturing, and significant costs to comply with environmental laws like the Clean Air and Clean Water Acts, while climate change presents a major risk, with new regulations like the IRA's methane fee and more stringent EPA rules potentially increasing operating costs, and pressure from investors and financial institutions potentially restricting access to capital - Operations are subject to complex laws requiring numerous permits. Failure to comply or changes in regulations could lead to substantial costs, operational delays, and penalties163164 - There is a risk that gathering facilities could be reclassified as transmission, subjecting them to FERC regulation, which could decrease revenue and increase operating costs168169 - Increased regulation of hydraulic fracturing could lead to delays and higher costs for customers, reducing throughput on Antero Midstream's systems172175 - The Inflation Reduction Act of 2022 imposes a new methane emissions fee and provides incentives for renewable energy, which could increase operating costs and accelerate the transition away from natural gas179180 - Climate change risks include increased operating costs from new GHG regulations, litigation risk, and reduced access to capital as financial institutions shift away from fossil fuels181186 Cybersecurity Antero Midstream has established a comprehensive cybersecurity risk management program integrated into its overall enterprise risk management, which includes continuous risk assessments, monitoring by an internal security team and third-party consultants, an incident response plan, and regular employee training, with the Audit Committee of the Board of Directors providing oversight and receiving regular updates from the Chief Administrative Officer, who leads the cybersecurity strategy, and while the company has not experienced any material incidents to date, it acknowledges the evolving nature of cyber threats - The company employs a cybersecurity risk management process that includes continuous automated and manual risk assessments, monitoring of threat intelligence, and annual penetration testing by a third-party consultant224 - The Board of Directors' Audit Committee oversees cybersecurity risks, receiving quarterly updates from the Chief Administrative Officer (CAO) who is responsible for managing the company's cybersecurity strategy and response231 - As of the report date, the company is not aware of any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect its business233 Legal Proceedings The company is involved in various legal proceedings arising in the ordinary course of business, maintaining insurance policies it believes are reasonable and prudent but cannot guarantee they will be adequate for all potential claims, with detailed information on contingencies referred to Note 15 of the consolidated financial statements - The company is subject to various legal proceedings in the ordinary course of business and maintains insurance coverage it deems reasonable234 Part II Market for Common Equity, Stockholder Matters, and Issuer Purchases Antero Midstream's common stock trades on the NYSE under the symbol "AM", with Antero Resources holding a 29.0% interest as of February 9, 2024, and the company declared a quarterly dividend of $0.2250 per share in January 2024, while in February 2024, the Board authorized a new share repurchase program for up to $500 million of its common stock, and during the fourth quarter of 2023, share purchases were limited to shares withheld to satisfy tax obligations on employee equity awards - The company's common stock is listed on the NYSE under the symbol "AM". As of February 9, 2024, Antero Resources owned a 29.0% interest237 - On January 10, 2024, the Board declared a cash dividend of $0.2250 per common share for Q4 2023, paid on February 7, 2024240 - On February 13, 2024, the Board authorized a share repurchase program for up to $500 million of outstanding common stock241 Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Oct 1 - Oct 31, 2023 | 11,560 | $12.47 | | Nov 1 - Nov 30, 2023 | — | — | | Dec 1 - Dec 31, 2023 | — | — | | Total | 11,560 | $12.47 | Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) In 2023, Antero Midstream's revenue increased to $1.04 billion from $920 million in 2022, driven by higher throughput volumes in both its Gathering and Processing and Water Handling segments, as well as CPI-based fee escalations, with net income rising to $372 million from $326 million, and the company's growth incentive fee program with Antero Resources, which provided $52 million in rebates in 2023, expired at year-end, while operating cash flow increased to $779 million, and the company managed its capital structure by repaying borrowings on its credit facility and subsequently issuing $600 million in new senior notes in January 2024, with the 2024 capital budget set at $150-$170 million Results of Operations For the year ended December 31, 2023, Antero Midstream reported consolidated net income of $371.8 million, an increase from $326.2 million in 2022, with total revenues growing 13% to $1.04 billion, driven by a 14% increase in Gathering and Processing revenue and an 11% increase in Water Handling revenue, primarily due to higher throughput volumes and annual CPI-based rate adjustments, while operating expenses rose to $430 million, largely from higher direct operating costs associated with acquired assets and inflationary pressures, and interest expense also increased by 14% due to higher rates and average borrowings on the credit facility Consolidated Financial Results (in thousands) | Metric | 2022 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $919,985 | $1,041,771 | $121,786 | 13.2% | | Operating Income | $539,466 | $611,862 | $72,396 | 13.4% | | Net Income | $326,242 | $371,786 | $45,544 | 14.0% | Operating Throughput Data (Daily Averages) | Metric | 2022 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Low Pressure Gathering (MMcf/d) | 2,981 | 3,295 | 11% | | Compression (MMcf/d) | 2,833 | 3,251 | 15% | | Fresh Water Delivery (MBbl/d) | 103 | 107 | 4% | - Gathering and Processing revenue increased by 14% to $805 million, driven by an 11% increase in low-pressure gathering volumes and a 15% increase in compression volumes, along with higher rates from CPI adjustments266267 - Water Handling revenue increased by 11% to $237 million, due to a 3% rate increase and higher volumes for fresh water delivery, as well as increased costs passed through for other fluid handling services269 - Interest expense increased 14% to $217 million, primarily due to higher interest rates on the variable-rate Credit Facility and higher average borrowings following 2022 asset acquisitions274 - Equity in earnings from unconsolidated affiliates (Joint Venture and Stonewall) increased 12% to $105 million, driven by higher processing and fractionation volumes and fees275 Capital Resources and Liquidity The company's liquidity is sourced from operating cash flows, its $1.25 billion credit facility, and capital markets, with net cash from operations increasing to $779 million in 2023 from $700 million in 2022, and capital expenditures decreasing significantly to $185 million from $265 million in 2022, using its cash to pay $435 million in dividends and make net repayments of $152 million on its credit facility, ending 2023 with total long-term debt of $3.21 billion and $620 million available on its credit facility, with the 2024 capital budget projected to be between $150 million and $170 million Cash Flow Summary (in thousands) | Cash Flow Activity | 2022 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $699,604 | $779,063 | | Net cash used in investing activities | ($493,826) | ($183,206) | | Net cash used in financing activities | ($205,778) | ($595,791) | - The increase in operating cash flow was primarily due to higher revenues and distributions from unconsolidated affiliates, partially offset by higher operating and interest expenses282 - The decrease in investing cash use was due to $217 million less spent on asset acquisitions and a $115 million reduction in capital spending compared to 2022283 Capital Expenditures (in thousands) | Category | 2022 | 2023 | | :--- | :--- | :--- | | Gathering systems and facilities | $208,868 | $132,112 | | Water handling systems | $73,052 | $52,620 | | Investments in unconsolidated affiliates | ($17,000) | $262 | | Total capital expenditures | $264,920 | $184,994 | - As of December 31, 2023, the company had $630 million of borrowings outstanding under its $1.25 billion Credit Facility, leaving $620 million of available capacity287419 Critical Accounting Estimates The company's critical accounting estimates involve significant judgment and assumptions, with key areas including Property and Equipment, where estimates of useful lives, salvage values, and impairment assessments based on future cash flow projections are crucial, and Income Taxes, which requires assessing the realizability of deferred tax assets, particularly net operating loss carryforwards, and determining the need for a valuation allowance based on projections of future taxable income - Estimating depreciation for Property and Equipment requires judgment on useful lives and salvage values. Impairment is assessed using undiscounted future cash flow projections when triggering events occur294295 - Accounting for income taxes is critical, involving the assessment of deferred tax assets and liabilities. A valuation allowance is recorded if it is more-likely-than-not that some portion of deferred tax assets will not be realized, which depends on generating future taxable income296297 Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are interest rate risk, credit risk, and indirect commodity price risk, with direct commodity price exposure being minimal due to fixed-fee contracts, but it is indirectly exposed through the impact of commodity prices on its main customer, Antero Resources, and interest rate risk stemming from floating-rate borrowings under its Credit Facility, while credit risk is highly concentrated with Antero Resources, making the company vulnerable to any non-payment or adverse financial developments affecting them - Direct commodity price risk is limited due to fixed-fee and cost-of-service contracts, but the company is indirectly exposed to commodity price volatility through its impact on Antero Resources' development plans300 - The company is exposed to interest rate risk from its floating-rate Credit Facility. A 1.0% increase in the interest rate would have resulted in an estimated $8 million increase in interest expense for 2023301 - Significant credit risk exists due to the dependency on Antero Resources as the primary customer. Any non-payment or non-performance by Antero could adversely affect revenues and operating results302303 Controls and Procedures Based on an evaluation conducted by management, including the principal executive and financial officers, the company concluded that its disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2023, with no material changes to the internal control over financial reporting during the fourth quarter of 2023, and management's report also affirmed the effectiveness of the company's internal control over financial reporting, which was audited by KPMG LLP - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2023305 - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO 2013 framework. This assessment was audited by KPMG LLP308309 Part III Directors, Executive Compensation, Security Ownership, and Principal Accountant Fees Information required for Items 10 through 14, covering directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, director independence, and principal accountant fees and services, is incorporated by reference from the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders - Information regarding Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships and Related Transactions, and Principal Accountant Fees and Services is incorporated by reference from the company's 2024 proxy statement311313314315316 Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm KPMG LLP, the independent registered public accounting firm, issued an unqualified opinion on Antero Midstream's consolidated financial statements for the three-year period ended December 31, 2023, stating they are presented fairly in conformity with U.S. GAAP, and KPMG also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023, with the report identifying the "Evaluation of impairment triggering events for long-lived assets" as a critical audit matter due to the subjective judgment required - KPMG LLP issued an unqualified (clean) opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023330 - The audit identified one Critical Audit Matter: the evaluation of impairment triggering events for long-lived assets, which required a higher degree of subjective auditor judgment336337 Consolidated Financial Statements The consolidated financial statements show total assets decreased slightly from $5.79 billion in 2022 to $5.74 billion in 2023, while total liabilities also decreased slightly to $3.59 billion, with net income for 2023 at $371.8 million, up from $326.2 million in 2022, and net cash from operations strong at $779.1 million, and the company ended 2023 with $66 thousand in cash and cash equivalents, compared to zero at the end of 2022 Consolidated Balance Sheet Data (in thousands) | Account | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Assets | $5,791,320 | $5,737,618 | | Total Liabilities | $3,599,002 | $3,585,887 | | Total Stockholders' Equity | $2,192,318 | $2,151,731 | Consolidated Statement of Operations Data (in thousands) | Account | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Total Revenue | $898,202 | $919,985 | $1,041,771 | | Operating Income | $555,327 | $539,466 | $611,862 | | Net Income | $331,617 | $326,242 | $371,786 | | Diluted EPS | $0.69 | $0.68 | $0.77 | Notes to Consolidated Financial Statements The notes provide detailed disclosure on the company's accounting policies and financial positions, with key notes covering revenue recognition, where gathering and compression are treated as operating leases; long-term debt, detailing the terms of the credit facility and senior notes; transactions with the primary customer, Antero Resources; and contingencies, including a significant favorable legal judgment against Veolia that is currently under appeal, and the notes also break down financial results by the two reportable segments: Gathering and Processing, and Water Handling - Substantially all revenues are earned from Antero Resources. Gathering and compression revenues are treated as operating lease income, while water handling revenues are from service contracts387390 - As of December 31, 2023, the company had $3.23 billion in total principal debt outstanding, consisting of $630 million under its Credit Facility and four series of senior notes totaling $2.6 billion418422 - In a lawsuit against Veolia Water Technologies, a court entered an amended final judgment in favor of Antero Treatment for $280 million in damages, including pre-judgment interest. Veolia has appealed the judgment477 Segment Operating Income (in thousands) | Segment | 2022 | 2023 | | :--- | :--- | :--- | | Gathering and Processing | $510,918 | $574,343 | | Water Handling | $34,206 | $42,883 | - As of December 31, 2023, the company had U.S. federal and state Net Operating Loss (NOL) carryforwards of $428 million and $496 million, respectively, which have no expiration date417