Antero Midstream and AMGP Report Second Quarter 2018 Financial and Operating Results

DENVER, Aug. 1, 2018 /PRNewswire/ -- Antero Midstream Partners LP (NYSE: AM) ("Antero Midstream" or the "Partnership") and Antero Midstream GP LP (NYSE: AMGP) ("AMGP") today released their second quarter 2018 financial and operating results. The relevant condensed consolidated financial statements are included in Antero Midstream's and AMGP's Quarterly Reports on Form 10-Q for the quarter ended June 30, 2018, which have been filed with the Securities and Exchange Commission.

Antero Midstream Second Quarter 2018 Highlights Include:

    --  Net income increased by 26% to $109 million compared to the prior year
        quarter, or $0.41 per limited partner unit
    --  Adjusted EBITDA increased by 26% to $176 million compared to the prior
        year quarter
    --  Distributable Cash Flow increased by 30% to $142 million compared to the
        prior year quarter, resulting in DCF coverage of 1.3x
    --  Increased distribution for the 14th consecutive quarter, achieving 30%
        growth on an annualized basis
    --  Record gathering, compression, fresh water delivery, processing and
        fractionation volumes
    --  Net Debt to trailing twelve months Adjusted EBITDA of 2.3x and $750
        million of liquidity at quarter-end

AMGP Second Quarter 2018 Highlights Include:

    --  Net income increased by $18 million to $14 million, or $0.07 per common
        share, compared to the prior year quarter
    --  Distributable Cash Flow increased by 294% to $23 million, compared to
        the prior year quarter
    --  Distributions declared for the quarter were $0.125 per common share, a
        165% increase compared to the prior year full quarter

Commenting on the second quarter 2018 results, Paul Rady, Chairman and CEO said, "Antero Midstream delivered another strong quarter with record gathering, compression, processing and fractionation volumes. Additionally, Antero Midstream reported record fresh water delivery volumes, driven by Antero Resource's increase in completion stages per day. Looking to the second half of 2018, we expect additional gathering and compression volume growth as Antero expects to turn 65 to 75 wells to sales in the third quarter as compared to 51 wells placed to sales in the first half of the year."

For a discussion of the non-GAAP financial measures Adjusted EBITDA, Distributable Cash Flow, and net debt please see "Non-GAAP Financial Measures."

Antero Midstream Second Quarter Financial Results

Low pressure gathering volumes for the second quarter of 2018 averaged 1,981 MMcf/d, an 18% increase as compared to the prior year quarter. Compression volumes for the second quarter of 2018 averaged 1,558 MMcf/d, a 31% increase as compared to the second quarter of 2017. High pressure gathering volumes for the second quarter of 2018 averaged 1,932 MMcf/d, an 11% increase over the second quarter of 2017. The increase in gathering and compression volumes to Partnership record levels was driven by production growth from Antero Resources in Antero Midstream's area of dedication. Fresh water delivery volumes averaged a record 228 MBbl/d during the quarter, driven by increased completion stages per day. Antero Midstream treated 8 Mbbl/d of wastewater at the Antero Clearwater Facility during the second quarter.

Gross processing volumes from the processing and fractionation joint venture with MarkWest (a wholly-owned subsidiary of MPLX) (the "Joint Venture") averaged 571 MMcf/d for the second quarter of 2018, an increase of 164% compared to the prior year quarter. Gross Joint Venture fractionation volumes averaged 10,046 Bbl/d, a 148% increase compared to the prior year quarter. The increase in processing and fractionation volumes is driven by an increase in Antero Resources' rich gas and C3+ NGL production volumes.


                                              Three Months Ended

                                                   June 30,
                                                   --------

    Average Daily Volumes:                      2017               2018      %
                                                                        Change
                                                                        ------

    Low Pressure Gathering (MMcf/d)            1,683              1,981         18%

    Compression (MMcf/d)                       1,192              1,558         31%

    High Pressure Gathering (MMcf/d)           1,734              1,932         11%

    Fresh Water Delivery (MBbl/d)                173                228         32%

    Clearwater Treatment Volumes (MBbl/d)          -                 8           *

    Gross Joint Venture Processing (MMcf/d)      216                571        164%

    Gross Joint Venture Fractionation (Bbl/d)  4,039             10,046        148%

For the three months ended June 30, 2018, the Partnership reported revenues of $251 million, comprised of $119 million from the Gathering and Processing segment and $132 million from the Water Handling and Treatment segment. Revenues increased 30% compared to the prior year quarter, driven by growth in gathering, compression and fresh water delivery volumes. Water Handling and Treatment segment revenues include $3 million from wastewater treatment at the Antero Clearwater Facility and $51 million from wastewater handling and high rate water transfer services, which are billed at cost plus 3%.

Direct operating expenses for the Gathering and Processing, and Water Handling and Treatment segments were $13 million and $63 million, respectively, for a total of $76 million, compared to $52 million in direct operating expenses in the prior year quarter. Water Handling and Treatment direct operating expenses include $49 million from wastewater handling and high rate water transfer services. General and administrative expenses including equity-based compensation were $15 million, in line with the prior year quarter. General and administrative expenses excluding equity-based compensation were $10 million during the second quarter of 2018, a 23% increase compared to the second quarter of 2017. Total operating expenses were $136 million, including $36 million of depreciation, $5 million of impairment and $4 million of accretion of contingent acquisition consideration and asset retirement obligations.

Net income for the second quarter of 2018 was $109 million, a 26% increase compared to the prior year quarter. Net income per limited partner unit was $0.41 per unit, a 5% increase compared to the prior year quarter. Adjusted EBITDA was $176 million, a 26% increase compared to the prior year quarter. Adjusted EBITDA for the quarter included $11 million in combined distributions from Stonewall Gathering LLC and the processing and fractionation Joint Venture. Cash interest paid was $6 million. Cash reserved for bond interest during the quarter was $9 million and cash reserved for payment of income tax withholding upon vesting of Antero Midstream equity-based compensation awards was $2 million. Maintenance capital expenditures during the quarter totaled $17 million and Distributable Cash Flow was $142 million, a 30% increase over the prior year quarter, resulting in a DCF coverage ratio of 1.3x.

The following table reconciles net income to Adjusted EBITDA and Distributable Cash Flow as used in this release (in thousands):


                                 Three Months Ended June 30,
                                 ---------------------------

                                      2017                   2018
                                      ----                   ----

    Net income                                 $87,175              109,466

    Interest expense                             9,015               14,628

    Impairment of property and
     equipment expense                               -               4,614

    Depreciation expense                        30,512               36,433

    Accretion of contingent
     acquisition consideration                   3,590                3,947

    Accretion of asset
     retirement obligations                          -                  34

    Equity-based compensation                    6,951                5,867

    Equity in earnings of
     unconsolidated affiliates                 (3,623)             (9,264)

    Distributions from
     unconsolidated affiliates                   5,820               10,810

    Gain on sale of assets -
     Antero Resources                                -               (583)
                                                   ---                ----

    Adjusted EBITDA                            139,440              175,952

    Interest paid                              (2,308)             (6,270)

    Cash reserved for bond
     interest (1)                              (8,734)             (8,734)

    Income tax withholding upon
     vesting of Antero Midstream
     Partners LP equity-based
     compensation awards (2)                   (2,431)             (1,500)

    Maintenance capital
     expenditures (3)                         (16,422)            (17,289)
                                               -------              -------

    Distributable Cash Flow                   $109,545              142,159
                                              ========              =======


    Distributions Declared to
     Antero Midstream Holders

    Limited Partners                           $59,695               77,624

    Incentive distribution
     rights                                     15,328               33,137
                                                ------               ------

    Total Aggregate
     Distributions                             $75,023              110,761
                                               =======              =======


    DCF coverage ratio                            1.5x                1.3x


    1)             Cash reserved for bond interest
                   expense on Antero Midstream's
                   5.375% senior notes outstanding
                   during the period that is paid on
                   a semi-annual basis on March 15th
                   and September 15th of each year.

    2)             Estimate of current period portion
                   of expected cash payment for
                   income tax withholding
                   attributable to vesting of
                   Midstream LTIP equity-based
                   compensation awards to be paid in
                   the fourth quarter.

    3)             Maintenance capital expenditures
                   represent the portion of our
                   estimated capital expenditures
                   associated with (i) the connection
                   of new wells to our gathering and
                   processing systems that we believe
                   will be necessary to offset the
                   natural production declines Antero
                   Resources will experience on all
                   of its wells over time, and (ii)
                   water delivery to new wells
                   necessary to maintain the average
                   throughput volume on our systems.

Gathering and Processing --During the second quarter, Antero Midstream expanded one of its rich gas Marcellus compressor stations by 80 MMcf/d. Including the 440 MMcf/d of additions during the first quarter of 2018, Antero Midstream has expanded its compression capacity by 520 MMcf/d year-to-date. Antero Midstream's total compression capacity at the end of the second quarter of 2018 was over 2.2 Bcf/d in the Marcellus and Utica combined. Additionally, Antero Midstream connected 30 wells to its gathering system during the quarter. Antero Resources is currently operating five drilling rigs on Antero Midstream dedicated acreage.

The Joint Venture with MPLX continued construction on the Sherwood 10 and 11 Processing Plants, which are expected to be placed online by the end of the third quarter and fourth quarter of 2018, respectively. In addition, the Joint Venture commenced civil construction on its new processing site, "Smithburg", during the second quarter of 2018. The Smithburg Processing Site will initially have a footprint capable of supporting 1.2 Bcf/d of cryogenic processing facilities, or six 200 MMcf/d plants. Importantly, the Smithburg processing site is strategically located two miles west of the Sherwood Processing Facility and will connect to major long-haul pipelines and NGL infrastructure.

Water Handling and Treatment -- Antero Midstream's Marcellus and Utica fresh water delivery systems serviced 48 well completions during the second quarter of 2018, a 29% increase from the prior year quarter. Antero Resources operated six completion crews on Antero Midstream dedicated acreage in the second quarter of 2018 but expects to reduce its completion crews to four in the second half of 2018.

During the second quarter of 2018, Antero Midstream placed in service the Antero Clearwater Facility, which is the largest advanced wastewater treatment facility for shale oil and gas operations in the world. The Antero Clearwater Facility was temporarily taken offline in June for maintenance and to install additional pretreatment facilities to improve operations. The facility was placed back into commercial service at the end of July.

Balance Sheet and Liquidity

As of June 30, 2018, Antero Midstream had $20 million in cash and $770 million drawn on its $1.5 billion bank credit facility, resulting in $750 million of liquidity. Antero Midstream's net debt to trailing twelve months Adjusted EBITDA was 2.3x as of June 30, 2018. For a reconciliation of consolidated net debt to consolidated total debt, the most comparable GAAP measure, please read "Non-GAAP Financial Measures."

Commenting on Antero Midstream's distribution growth and balance sheet, Michael Kennedy, CFO of Antero Midstream said, "The success of Antero Midstream's organic growth model is highlighted by the recent declaration of the Partnership's fourteenth consecutive distribution increase reflecting a 30% annualized growth rate since its IPO in 2014. Importantly, Antero Midstream has delivered this peer-leading growth while maintaining a DCF coverage ratio well in excess of its initial coverage ratio targets in every quarter, demonstrating the consistency of Antero's development plan and integrated midstream strategy. Additionally, Antero Midstream continues to maintain a strong balance sheet with leverage at 2.3x as of June 30, 2018."

Capital Investments

Capital expenditures, excluding investments in the processing and fractionation joint venture, were $128 million in the second quarter of 2018 as compared to $147 million in the second quarter of 2017. Capital invested in gathering systems and related facilities was $113 million and capital invested in water handling and treatment assets was $15 million, including $5 million invested in the Antero Clearwater Facility. Investments in unconsolidated affiliates for the Joint Venture were $39 million during the quarter.

AMGP Second Quarter 2018 Financial Results

AMGP's equity in earnings from Antero Midstream, which reflects the cash distributions from Antero Midstream, was $33 million for the second quarter of 2018. Net income for the quarter was $14 million. AMGP's cash distributions from Antero Midstream were $33 million, net of $1.5 million of total cash reserved and distributed to Series B units of Antero IDR Holdings LLC. General and administrative expenses were $2.4 million, including $1.8 million of special committee and legal advisory fees. The provision and reserve for income taxes was $8 million, resulting in cash available for distribution of $23 million. The 294% increase in cash available for distribution from the second quarter of 2017 is driven by an increase in cash distributions from Antero Midstream.

The following table reconciles cash distributions from Antero Midstream and AMGP cash distribution per common share as presented in this release (in thousands):


                                                                           Three Months
                                                                               Ended
                                                                          June 30, 2018
                                                                          -------------

    Cash distributions from Antero Midstream Partners LP                        $33,137

    Cash reserved for distributions to unvested Series B units of IDR LLC        (1,011)

    Cash distribution to vested Series B units of IDR LLC                          (506)

    Cash distributions to Antero Midstream GP LP                                $31,620

    General and administrative expenses                                       (2,398)

    Interest expense                                                             (18)

    Special committee legal and advisory fees included in G&A expense(1)        1,844

    Provision and reserve for income taxes                                    (7,777)

    Cash available for distribution                                             $23,271
                                                                                =======


    DCF coverage ratio                                                           1.0x


    Common shares outstanding                                                 186,209


    Cash distribution per common share                                           $0.125
                                                                                 ======


    1)             Represents non-recurring
                   accrued legal and advisory
                   fees associated with the
                   ongoing special committee
                   process as disclosed on
                   February 26, 2018.

Conference Call

A joint conference call for Antero Midstream and AMGP is scheduled on Thursday, August 2, 2018 at 10:00 am MT to discuss the quarterly results. A brief Q&A session for security analysts will immediately follow the discussion of the results for the quarter. To participate in the call, dial in at 1-888-347-8204 (U.S.), 1-855-669-9657 (Canada), or 1-412-902-4229 (International) and reference "Antero Midstream". A telephone replay of the call will be available until Thursday, August 9, 2018 at 10:00 am MT at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International) using the passcode 10120012.

Presentation

To access the live webcast and view the related earnings conference call presentation, visit Antero Midstream's website at www.anteromidstream.com or AMGP's website at www.anteromidstreamgp.com. The webcast will be archived for replay on Antero Midstream's website and AMGP's website until Thursday, August 9, 2018 at 10:00 am MT. Information on Antero Midstream's website and AMGP's website does not constitute a portion of this press release.

Non-GAAP Financial Measures and Definitions

Antero Midstream uses Adjusted EBITDA as an important indicator of the Partnership's performance. Antero Midstream defines Adjusted EBITDA as net income before interest expense, impairment expense, gain on sale of assets, depreciation expense, accretion, equity-based compensation expense, excluding equity in earnings of unconsolidated affiliates and including cash distributions from unconsolidated affiliates.

Antero Midstream uses Adjusted EBITDA to assess:

    --  the financial performance of the Partnership'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 partnerships in the midstream energy sector, without
        regard to financing or capital structure; and
    --  the viability of acquisitions and other capital expenditure projects.

The Partnership defines Distributable Cash Flow as Adjusted EBITDA less interest paid, income tax withholding payments and cash reserved for payments of income tax withholding upon vesting of equity-based compensation awards, cash reserved for bond interest and ongoing maintenance capital expenditures paid. Antero Midstream uses Distributable Cash Flow as a performance metric to compare the cash generating performance of the Partnership from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to unitholders. Distributable Cash Flow does not reflect changes in working capital balances.

Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures. The GAAP measure most directly comparable to Adjusted EBITDA and Distributable Cash Flow is Net Income. The non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow should not be considered as alternatives to the GAAP measure of Net Income. Adjusted EBITDA and Distributable Cash Flow are not presentations 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 and Adjusted EBITDA. You should not consider Adjusted EBITDA and Distributable Cash Flow in isolation or as a substitute for analyses of results as reported under GAAP. Antero Midstream's definition of Adjusted EBITDA and Distributable Cash Flow may not be comparable to similarly titled measures of other partnerships.

"Segment Adjusted EBITDA" is also used by our management team for various purposes, including as a measure of operating performance and as a basis for strategic planning and forecasting. Segment Adjusted EBITDA is a non-GAAP financial measure that we define as operating income before equity-based compensation expense, interest expense, depreciation expense, gain on sale of assets, impairment expense, accretion, excluding equity in earnings of unconsolidated affiliates, and including cash distributions from unconsolidated affiliates. Operating income is the most directly comparable GAAP financial measure to Segment Adjusted EBITDA because we do not account for interest expense on a segment basis.

The Partnership defines consolidated net debt as consolidated total debt less cash and cash equivalents. Antero Midstream views consolidated net debt as an important indicator in evaluating the Partnership's financial leverage.

The following table reconciles consolidated total debt to consolidated net debt ("Net Debt") as used in this release (in thousands):


                                        June 30, 2018
                                        -------------


    Bank credit facility                                $770,000

    5.375% AM senior notes due 2024                      650,000

    Net unamortized debt issuance costs                  (8,434)
                                                          ------

    Consolidated total debt                           $1,411,566

    Cash and cash equivalents                           (19,525)
                                                         -------

    Consolidated net debt                             $1,392,041
                                                      ==========

The following table reconciles net income to Adjusted EBITDA for the twelve months ended June 30, 2018 as used in this release (in thousands):


                                                       Twelve Months Ended
                                                          June 30, 2018


    Net income                                                             $362,620

        Interest expense                                                     45,631

        Impairment of property and equipment expense                         28,045

        Depreciation expense                                                130,379

    Accretion of contingent acquisition consideration                        14,180

    Accretion of asset retirement obligations                                    68

        Equity-based compensation                                            26,124

        Equity in earnings of unconsolidated affiliate                     (31,467)

    Distributions from unconsolidated affiliates                             32,270

    Gain on sale of asset - Antero Resources                                  (583)

    Adjusted EBITDA                                                        $607,267
                                                                           ========

Antero Midstream is a limited partnership that owns, operates and develops midstream gathering, compression, processing and fractionation assets as well as integrated water assets that primarily service Antero Resources Corporation's properties located in West Virginia and Ohio. Holders of Antero Midstream common units will receive a Schedule K-1 with respect to distributions received on the common units.

AMGP is a Delaware limited partnership that has elected to be classified as an entity taxable as a corporation for U.S. federal income tax purposes. Holders of AMGP common shares will receive a Form 1099 with respect to distributions received on the common shares. AMGP owns the general partner of Antero Midstream and indirectly owns the incentive distribution rights in Antero Midstream.

This release includes "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership's and AMGP's control. All statements, other than historical facts included in this release, are forward-looking statements. All forward-looking statements speak only as of the date of this release and are based upon a number of assumptions. Although the Partnership and AMGP each believe that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that the assumptions underlying these forward-looking statements will be accurate or the plans, intentions or expectations expressed herein will be achieved. For example, future acquisitions, dispositions or other strategic transactions may materially impact the forecasted or targeted results described in this release. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Nothing in this release is intended to constitute guidance with respect to Antero Resources.

Antero Midstream and AMGP caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the Partnership's and AMGP's control, incident to the gathering and processing and fresh water and waste water treatment businesses. These risks include, but are not limited to, Antero Resources' expected future growth, Antero Resources' ability to meet its drilling and development plan, commodity price volatility, ability to execute the Partnership's business strategy, competition and government regulations, actions taken by third-party producers, operators, processors and transporters, inflation, environmental risks, drilling and completion and other operating risks, regulatory changes, the uncertainty inherent in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under "Risk Factors" in Antero Midstream's Annual Report on Form 10-K for the year ended December 31, 2017.

For more information, contact Michael Kennedy - CFO of Antero Midstream and AMGP at (303) 357-6782 or mkennedy@anteroresources.com.


                             ANTERO MIDSTREAM PARTNERS LP

                         Condensed Consolidated Balance Sheets

                          December 31, 2017 and June 30, 2018

                                      (Unaudited)

                                    (In thousands)


                                           December 31,               June 30,
                                           ------------               --------

                                                   2017                    2018
                                                   ----                    ----

                                       Assets

    Current assets:

    Cash and
     cash
     equivalents                                               $8,363                       19,525

    Accounts
     receivable-Antero
     Resources                                              110,182                      114,072

    Accounts
     receivable-third
     party                                                    1,170                       12,222

    Prepaid expenses                                            670                          539
                                                                ---                          ---

    Total current assets                                    120,385                      146,358
                                                            -------                      -------

    Property and
     equipment, net                                       2,605,602                    2,770,311

    Investments in
     unconsolidated
     affiliates                                             303,302                      358,830

    Other assets, net                                        12,920                       20,730
                                                             ------                       ------

    Total
     assets                                                $3,042,209                    3,296,229
                                                           ==========                    =========


                          Liabilities and Partners' Capital

    Current liabilities:

    Accounts
     payable-Antero
     Resources                                                 $6,459                        3,856

    Accounts
     payable-third party                                      8,642                       18,754

    Accrued liabilities                                     106,006                       89,182

    Other current
     liabilities                                                209                          213
                                                                ---                          ---

    Total current
     liabilities                                            121,316                      112,005

    Long-term
     liabilities:

    Long-term debt                                        1,196,000                    1,411,566

    Contingent
     acquisition
     consideration                                          208,014                      215,835

    Asset retirement
     obligations                                      -                         3,114

    Other                                                       410                        2,576
                                                                ---                        -----

    Total liabilities                                     1,525,740                    1,745,096
                                                          ---------                    ---------


    Partners' capital:

    Common unitholders -
     public (88,059
     units and 88,164
     units issued and
     outstanding at
     December 31, 2017
     and June 30, 2018,
     respectively)                                        1,708,379                    1,722,315

    Common unitholder -
     Antero Resources
     (98,870 units
     issued and
     outstanding at
     December 31, 2017
     and June 30, 2018)                                   (215,682)                   (204,319)

    General partner                                          23,772                       33,137
                                                             ------                       ------

    Total partners'
     capital                                              1,516,469                    1,551,133
                                                          ---------                    ---------

    Total
     liabilities
     and
     partners'
     capital                                               $3,042,209                    3,296,229
                                                           ==========                    =========


                                                           ANTERO MIDSTREAM PARTNERS LP

                                     Condensed Consolidated Statements of Operations and Comprehensive Income

                                                    Three Months Ended June 30, 2017 and 2018

                                                                   (Unaudited)

                                                     (In thousands, except per unit amounts)


                                                                                                      Three Months Ended June 30,
                                                                                                      ---------------------------

                                                                                                            2017                  2018
                                                                                                            ----                  ----

    Revenue:

    Gathering and compression-Antero Resources                                                                       $98,633                     118,136

    Water handling and treatment-Antero Resources                                                                   95,004                     132,231

    Gathering and compression-third party                                                                              129                           -

    Water handling and treatment-third party                                                                   -                          25

    Gain on sale of assets - Antero Resources                                                                  -                         583
                                                                                                             ---                         ---

    Total revenue                                                                                                  193,766                     250,975
                                                                                                                   -------                     -------

    Operating expenses:

    Direct operating                                                                                                52,308                      75,623

    General and administrative (including $6,951 and $5,867 of equity-based compensation in
     2017 and 2018, respectively)                                                                                   14,789                      15,494

    Impairment of property and equipment                                                                       -                       4,614

    Depreciation                                                                                                    30,512                      36,433

    Accretion of contingent acquisition consideration                                                                3,590                       3,947

    Accretion of asset retirement obligations                                                                  -                          34
                                                                                                             ---                         ---

    Total operating expenses                                                                                       101,199                     136,145
                                                                                                                   -------                     -------

    Operating income                                                                                                92,567                     114,830
                                                                                                                    ------                     -------

    Interest expense, net                                                                                          (9,015)                   (14,628)

    Equity in earnings of unconsolidated affiliates                                                                  3,623                       9,264
                                                                                                                     -----                       -----

    Net income and comprehensive income                                                                             87,175                     109,466

    Net income attributable to incentive distribution rights                                                      (15,328)                   (33,145)
                                                                                                                   -------                     -------

    Limited partners' interest in net income                                                                         $71,847                      76,321
                                                                                                                     =======                      ======


    Net income per limited partner unit - basic and diluted                                                            $0.39                        0.41


    Weighted average limited partner units outstanding - basic                                                     186,065                     187,018

    Weighted average limited partner units outstanding - diluted                                                   186,533                     187,318


                                                  ANTERO MIDSTREAM PARTNERS LP

                                      Condensed Consolidated Results of Segment Operations

                                           Three Months Ended June 30, 2017 and 2018

                                                          (Unaudited)

                                                         (In thousands)


                                                                                      Water

                                                      Gathering and                Handling and        Consolidated

                                                        Processing                   Treatment            Total
                                                        ----------                   ---------            -----

    Three months ended June 30, 2017

    Revenues:

    Revenue - Antero Resources                                           $98,633                              95,004         193,637

    Revenue - third-party                                       129                                  -                 129
                                                                ---                                ---                 ---

    Total revenues                                                      98,762                              95,004         193,766
                                                                        ------                              ------         -------


    Operating expenses:

    Direct operating                                                     9,922                              42,386          52,308

    General and administrative (before equity-
     based compensation)                                                 5,468                               2,370           7,838

    Equity-based compensation                                            5,237                               1,714           6,951

    Depreciation                                                        22,271                               8,241          30,512

    Accretion of contingent acquisition
     consideration                                                -                             3,590                3,590
                                                                ---                             -----                -----

    Total expenses                                                      42,898                              58,301         101,199
                                                                        ------                              ------         -------

    Operating income                                                     $55,864                              36,703          92,567
                                                                         =======                              ======          ======


    Segment and consolidated
     Adjusted EBITDA                                                     $89,192                              50,248         139,440


    Three months ended June 30, 2018

    Revenues:

    Revenue - Antero Resources                                          $118,136                             132,231         250,367

    Revenue - third-party                                         -                                25                   25

    Gain on sales of assets - Antero Resources                  583                                  -                 583
                                                                ---                                ---                 ---

    Total revenues                                                     118,719                             132,256         250,975
                                                                       -------                             -------         -------


    Operating expenses:

    Direct operating                                                    12,405                              63,218          75,623

    General and administrative (before equity-
     based compensation)                                                 7,240                               2,387           9,627

    Equity-based compensation                                            4,754                               1,113           5,867

    Impairment of property and equipment                      4,614                                  -               4,614

    Depreciation                                                        24,258                              12,175          36,433

    Accretion of contingent acquisition
     consideration                                                -                             3,947                3,947

    Accretion of asset retirement obligations                     -                                34                   34
                                                                ---                               ---                  ---

    Total expenses                                                      53,271                              82,874         136,145
                                                                        ------                              ------         -------

    Operating income                                                     $65,448                              49,382         114,830
                                                                         =======                              ======         =======


    Segment and consolidated
     Adjusted EBITDA                                                    $109,301                              66,651         175,952


                                                     ANTERO MIDSTREAM PARTNERS LP

                                                        Selected Operating Data

                                               Three Months Ended June 30, 2017 and 2018

                                                              (Unaudited)

                                                            (In thousands)


                                                                                                   Amount of

                                         Three Months Ended June 30,              Increase                 Percentage
                                         ---------------------------

                                               2017                   2018              (Decrease)                 Change
                                               ----                   ----              ---------                  ------

    Revenue:

    Revenue -Antero
     Resources                                         $193,637                           250,367                             56,730        29%

    Revenue - third-party                                 129                                25                              (104)     (81)%

    Gain on sale of assets - Antero
     Resources                                    -                             583                                    583           * %
                                                ---                             ---                                    ---

    Total revenue                                     193,766                           250,975                             57,209        30%
                                                      -------                           -------                             ------

    Operating expenses:

    Direct operating                                   52,308                            75,623                             23,315        45%

    General and administrative (before
     equity-based compensation)                         7,838                             9,627                              1,789        23%

    Equity-based compensation                           6,951                             5,867                            (1,084)     (16)%

    Impairment of property and equipment          -                           4,614                                  4,614           *

    Depreciation                                       30,512                            36,433                              5,921        19%

    Accretion of contingent acquisition
     consideration                                      3,590                             3,947                                357        10%

    Accretion of asset retirement
     obligations                                  -                              34                                     34           *
                                                ---                             ---                                    ---

    Total operating expenses                          101,199                           136,145                             34,946        35%
                                                      -------                           -------                             ------

    Operating income                                   92,567                           114,830                             22,263        24%
                                                       ------                           -------                             ------

    Interest expense                                  (9,015)                         (14,628)                             5,613        62%

    Equity in earnings of unconsolidated
     affiliates                                         3,623                             9,264                              5,641       156%
                                                        -----                             -----                              -----

    Net income                                          $87,175                           109,466                             22,291        26%
                                                        =======                           =======                             ======

    Adjusted EBITDA                                    $139,440                           175,952                             36,512        26%

    Operating Data:

    Gathering-low pressure (MMcf)                     153,180                           180,268                             27,088        18%

    Gathering-high pressure (MMcf)                    157,806                           175,818                             18,012        11%

    Compression (MMcf)                                108,451                           141,819                             33,368        31%

    Fresh water delivery (MBbl)                        15,761                            20,766                              5,005        32%

    Treated water (MBbl)                          -                             700                                    700           *

    Other fluid handling (MBbl)                         3,400                             4,382                                982        29%

    Wells serviced by fresh water
     delivery                                              44                                48                                  4         9%

    Gathering-low pressure (MMcf/d)                     1,683                             1,981                                298        18%

    Gathering-high pressure (MMcf/d)                    1,734                             1,932                                198        11%

    Compression (MMcf/d)                                1,192                             1,558                                366        31%

    Fresh water delivery (MBbl/d)                         173                               228                                 55        32%

    Treated water (MBbl/d)                        -                               8                                      8           *

    Other fluid handling (MBbl/d)                          37                                48                                 11        29%

    Average realized fees:

    Average gathering-low
     pressure fee ($/Mcf)                                 $0.32                              0.32                                  -         *

    Average gathering-high
     pressure fee ($/Mcf)                                 $0.19                              0.19                                  -         *

    Average compression fee
     ($/Mcf)                                              $0.19                              0.19                                  -         *

    Average fresh water
     delivery fee ($/Bbl)                                 $3.72                              3.78                               0.06         2%

    Average treated water fee
     ($/Bbl)                                      $           -                             4.11                               4.11          *

    Joint Venture Operating Data:

    Processing - Joint Venture (MMcf)                  19,662                            51,921                             32,259       164%

    Fractionation - Joint Venture (MBbl)                  368                               914                                546       148%

    Processing - Joint Venture (MMcf/d)                   216                               571                                355       164%

    Fractionation -Joint Venture (MBbl/
     d)                                                     4                                10                                  6       148%

    ___________________________

    *               Not meaningful or applicable.


                                  ANTERO MIDSTREAM PARTNERS LP

                         Condensed Consolidated Statements of Cash Flows

                             Six Months Ended June 30, 2017 and 2018

                                           (Unaudited)

                                         (In thousands)


                                                      Six Months Ended June 30,
                                                      -------------------------

                                                          2017                  2018
                                                          ----                  ----

    Cash flows provided by (used in)
     operating activities:

    Net income                                                     $162,267                     217,571

    Adjustment to reconcile net income to
     net cash provided by operating
     activities:

    Depreciation                                                   58,048                      68,865

    Accretion of contingent acquisition
     consideration                                                  7,116                       7,821

    Accretion of asset retirement
     obligations                                             -                          68

    Impairment of property and equipment                     -                       4,614

    Equity-based compensation                                      13,237                      12,078

    Equity in earnings of unconsolidated
     affiliates                                                   (5,854)                   (17,126)

    Distributions from unconsolidated
     affiliates                                                     5,820                      17,895

    Amortization of deferred financing
     costs                                                          1,267                       1,385

    Gain on sale of assets - Antero
     Resources                                               -                       (583)

    Changes in assets and liabilities:

    Accounts receivable-Antero Resources                         (14,923)                    (2,147)

    Accounts receivable-third party                                     3                        (36)

    Prepaid expenses                                                  235                         131

    Accounts payable-Antero Resources                               (204)                    (1,912)

    Accounts payable-third party                                    (523)                      1,856

    Accrued liabilities                                             8,449                       1,951
                                                                    -----                       -----

    Net cash provided by operating
     activities                                                   234,938                     312,431
                                                                  -------                     -------

    Cash flows used in investing
     activities:

    Additions to gathering systems and
     facilities                                                 (155,365)                  (206,753)

    Additions to water handling and
     treatment systems                                           (95,451)                   (49,054)

    Investments in unconsolidated
     affiliates                                                 (191,364)                   (56,297)

    Change in other assets                                        (4,804)                    (9,077)
                                                                   ------                      ------

    Net cash used in investing activities                       (446,984)                  (321,181)
                                                                 --------                    --------

    Cash flows provided by (used in)
     financing activities:

    Distributions to unitholders                                (125,014)                  (193,670)

    Borrowings on bank credit facilities,
     net                                                           95,000                     215,000

    Issuance of common units, net of
     offering costs                                               246,585                           -

    Employee tax withholding for settlement
     of equity compensation awards                                  (932)                    (1,318)

    Other                                                           (102)                      (100)
                                                                     ----                        ----

    Net cash provided by financing
     activities                                                   215,537                      19,912
                                                                  -------                      ------

    Net increase in cash and cash
     equivalents                                                    3,491                      11,162

    Cash and cash equivalents, beginning of
     period                                                        14,042                       8,363
                                                                   ------                       -----

    Cash and cash equivalents,
     end of period                                                  $17,533                      19,525
                                                                    =======                      ======

    Supplemental disclosure of cash flow
     information:

    Cash paid during the period
     for interest                                                   $21,976                      28,618

    Increase (decrease) in
     accrued capital expenditures
     and accounts payable for
     property and equipment                                          $5,627                   ( 11,209)


                                                                  Antero Midstream GP LP

                                                          Condensed Consolidated Balance Sheets

                                                           December 31, 2017 and June 30, 2018

                                                                       (Unaudited)

                                                    (In thousands, except number of shares and units)


                                                                                                      December 31,            June 30,

                                                                                                              2017                 2018
                                                                                                              ----                 ----

                                                                        Assets

    Current assets:

    Cash                                                                                                               $5,987                       5,300

    Prepaid expenses                                                                                             -                        867

    Deferred financing costs                                                                                     -                        104
                                                                                                               ---                        ---

    Total current assets                                                                                              5,987                       6,271

    Investment in Antero Midstream Partners LP                                                                       23,772                      33,137
                                                                                                                     ------                      ------

    Total assets                                                                                                      $29,759                      39,408
                                                                                                                      =======                      ======


                                                          Liabilities and Partners' Capital

    Current liabilities:

    Accounts payable and accrued liabilities                                                                            293                         823

    Income taxes payable                                                                                             13,858                      13,310
                                                                                                                     ------                      ------

    Total current liabilities                                                                                        14,151                      14,133

    Non-current liability:

    Liability for equity-based compensation                                                                      -                      2,191
                                                                                                               ---                      -----

    Total liabilities                                                                                                14,151                      16,324

    Partners' capital:

    Common shareholders -public (186,181,975 shares and 186,199,995 shares issued and outstanding
     at December 31, 2017 and June 30, 2018, respectively)                                                         (19,866)                   (12,112)

    IDR LLC Series B units (32,875 units vested at December 31, 2017 and June 30, 2018)                              35,474                      35,196
                                                                                                                     ------                      ------

      Total partners' capital                                                                                        15,608                      23,084
                                                                                                                     ------                      ------

          Total liabilities and partners' capital                                                                     $29,759                      39,408
                                                                                                                      =======                      ======


                                                              Antero Midstream GP LP

                                     Condensed Consolidated Statements of Operations and Comprehensive Income

                                                    Three Months Ended June 30, 2017 and 2018

                                                                   (Unaudited)

                                                     (In thousands, except per share amounts)


                                                                                                      Three Months Ended June 30,
                                                                                                      ---------------------------

                                                                                                            2017                  2018
                                                                                                            ----                  ----

    Equity in earnings of Antero Midstream Partners LP                                                               $15,328                     33,145
                                                                                                                     -------                     ------

    Total income                                                                                                    15,328                     33,145
                                                                                                                    ------                     ------

    General and administrative expense                                                                               3,203                      2,398

    Equity-based compensation                                                                                        9,631                      9,111
                                                                                                                     -----                      -----

    Total operating expenses                                                                                        12,834                     11,509
                                                                                                                    ------                     ------

    Operating income                                                                                                 2,494                     21,636

    Interest Expense, net                                                                                      -                          18
                                                                                                             ---                         ---

    Income before income taxes                                                                                       2,494                     21,618

    Provision for income taxes                                                                                     (5,755)                   (7,231)
                                                                                                                    ------                     ------

    Net income (loss) and comprehensive income (loss)                                                              (3,261)                    14,387

    Net income attributable to vested Series B units                                                           -                       (506)

    Pre-IPO net income attributed to parent                                                                          1,640                          -
                                                                                                                     -----                        ---

    Net income (loss) attributable to common shareholders                                                           $(1,621)                    13,881
                                                                                                                     =======                     ======


    Net income (loss) per common share - basic and diluted                                                           $(0.01)                      0.07


    Weighted average number of common shares outstanding - basic and diluted                                       186,170                    186,199

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SOURCE Antero Midstream Partners LP; Antero Midstream GP LP