Antero Midstream and AMGP Report Third Quarter 2017 Financial and Operational Results

DENVER, Nov. 1, 2017 /PRNewswire/ -- Antero Midstream Partners LP (NYSE: AM) ("Antero Midstream" or the "Partnership") and Antero Midstream GP LP (NYSE: AMGP) ("AMGP") today released their third quarter 2017 financial and operational 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 September 30, 2017, which have been filed with the Securities and Exchange Commission.

Antero Midstream Highlights Include:

    --  Net income increased by 15% to $81 million, or $0.33 per limited partner
        unit compared to the prior year quarter
    --  Adjusted EBITDA increased by 16% to $128 million compared to the prior
        year quarter
    --  Distribution per unit increased by 28% to $0.34 compared to the prior
        year quarter, representing the eleventh consecutive quarterly
        distribution increase since the IPO in 2014
    --  Distributable cash flow increased to $104 million, resulting in DCF
        coverage of 1.3x
    --  Debt to trailing twelve months EBITDA was 2.1x with over $1.1 billion of
        liquidity
    --  Low pressure and high pressure gathering volumes increased by 11% and
        42%, respectively, compared to the prior year quarter
    --  Compression volumes increased by 55% compared to the prior year quarter
    --  Second Joint Venture processing plant, Sherwood 8, placed online and
        fully utilized during the quarter
    --  Entered into a new $1.5 billion revolving credit facility extending
        maturity until October 2022

Commenting on the outlook for Antero Midstream, Paul Rady, Chairman and CEO said, "Antero Midstream continued to deliver on its organic growth strategy supported by strong rates of return, high distribution coverage and low leverage. This strategy supports Antero Midstream's 28% to 30% long-term distribution growth targets and corresponding AMGP's growth targets through 2020. As an example of our visible organic growth strategy, the processing and fractionation Joint Venture brought online Sherwood 8 and filled the 200 MMcf/d of capacity almost immediately during the third quarter. This "just-in-time" capital investment delivers strong rates of return for Antero Midstream and builds momentum heading into 2018 where we expect to generate free cash flow before distributions."

Mr. Rady further added, "We are also pleased to announce that the Antero Clearwater advanced wastewater treatment facility is in its final stages of commissioning and is expected to commence commercial operations within the next few weeks. This state-of-the-art facility will be the largest treatment facility supporting oil and gas shale operations in the world and demonstrates Antero's commitment to environmentally responsible and sustainable development."

Recent Developments

New Antero Midstream Revolving Credit Facility

Antero Midstream has entered into a new $1.5 billion revolving credit facility with a maturity of October 2022. Additionally, the new revolving credit facility includes fall away covenants that are triggered if and when Antero Midstream is assigned an investment grade credit rating by the ratings agencies. The credit facility is supported by a bank syndicate, which is co-led by Wells Fargo Bank, N.A and JPMorgan Chase Bank, N.A. The bank syndicate is comprised of 20 banks, of which 18 were lenders in the prior facility.

Antero Midstream Distribution for the Third Quarter of 2017

The Board of Directors of Antero Midstream Partners GP LLC, the general partner of Antero Midstream, declared a cash distribution of $0.34 per unit ($1.36 per unit annualized) for the third quarter of 2017. The distribution represents a 28% increase compared to the prior year quarter and a 6% increase sequentially. The distribution is Antero Midstream's eleventh consecutive quarterly distribution increase since its initial public offering in November 2014 and will be payable on November 16, 2017 to unitholders of record as of November 1, 2017.

AMGP Distribution for the Third Quarter of 2017

The Board of Directors of AMGP GP LLC, the general partner of AMGP, declared a cash distribution of $0.059 per share ($0.236 per share annualized) for the third quarter of 2017. The third quarter distribution represents AMGP's first full quarterly distribution since its initial public offering and will be payable on November 23, 2017 to shareholders of record as of November 1, 2017.

Antero Midstream Third Quarter 2017 Financial Results

Low pressure gathering volumes for the third quarter of 2017 averaged 1,586 MMcf/d, an 11% increase from the third quarter of 2016. Low pressure gathering volumes were negatively impacted by approximately 90 MMcf/d due to a one-time prior period adjustment. Compression volumes for the third quarter of 2017 averaged 1,207 MMcf/d, a 55% increase from the third quarter of 2016. High pressure gathering volumes for the third quarter of 2017 averaged 1,918 MMcf/d, a 42% increase from the third quarter of 2016. High pressure gathering volumes were in excess of low pressure gathering volumes due to Antero Resources Corporation ("Antero Resources") temporarily utilizing an Antero Midstream owned high pressure line to avoid downstream pipeline constraints. The increase in gathering and compression volumes was driven by production growth from Antero Resources in Antero Midstream's area of dedication. Fresh water delivery volumes averaged 142 MBbl/d during the quarter, a 1% increase compared to the prior year quarter. The freshwater delivery system serviced 27% fewer completions as compared to the second quarter of 2017 due to the expected quarter to quarter variance in the completion schedule and movement of completion crews between pads.

Gross processing volumes from Antero Midstream's processing and fractionation joint venture (the "Joint Venture") for the third quarter of 2017 averaged 368 MMcf/d, an increase of 70% compared to the second quarter of 2017. Joint Venture processing volumes increased as the Joint Venture's second 200 MMcf/d processing plant, Sherwood 8, was placed in service during the quarter. Gross Joint Venture fractionation volumes averaged 6,431 Bbl/d, a 59% increase sequentially, driven by increased C3+ NGL production volumes processed by MPLX and the Joint Venture.


                                              Three Months Ended

                                                 September 30,
                                                 -------------

    Average Daily Volumes:                      2016               2017 % Change
                                                ----               ---- --------

    Low Pressure Gathering (MMcf/d)            1,431              1,586          11%

    Compression (MMcf/d)                         777              1,207          55%

    High Pressure Gathering (MMcf/d)           1,351              1,918          42%

    Fresh Water Delivery (MBbl/d)                140                142           1%

    Gross Joint Venture Processing (MMcf/d)        -               368            *

    Gross Joint Venture Fractionation (Bbl/d)      -             6,431            *



                Not
                 applicable.
                  Antero
                  Midstream
                 has a 50%
                 interest in
                 the
                 processing
                 and
                 fractionation
                 JV with
    *            MPLX

For the three months ended September 30, 2017, the Partnership reported revenues of $194 million, comprised of $101 million from the Gathering and Processing segment and $93 million from the Water Handling and Treatment segment. Revenues increased 29% compared to the prior year quarter, driven by growth in throughput volumes and fresh water delivery volumes. Water Handling and Treatment segment revenues include $45 million from wastewater handling and high rate water transfer services provided to Antero Resources, which is billed at cost plus 3%.

Direct operating expenses for the Gathering and Processing and Water Handling and Treatment segments were $11 million and $52 million, respectively, for a total of $63 million compared to $33 million in direct operating expenses in the prior year quarter. Water Handling and Treatment direct operating expenses include $44 million from wastewater handling and high rate water transfer services. General and administrative expenses including equity-based compensation were $14 million, a $1 million increase compared to the third quarter of 2016. General and administrative expenses excluding equity-based compensation were $7 million during the third quarter of 2017, in line with the third quarter of 2016. Total operating expenses were $111 million, including $31 million of depreciation and $3 million of accretion of contingent acquisition consideration.

Net income for the third quarter of 2017 was $81 million, a 15% increase compared to the prior year quarter. Net income per limited partner unit was $0.33 per unit, an 11% decrease compared to the prior year quarter. Adjusted EBITDA was $128 million, a 16% increase compared to the prior year quarter. The increase in net income and Adjusted EBITDA is primarily driven by increased throughput volumes and fresh water delivery volumes. Adjusted EBITDA for the quarter included $4 million in distributions from Stonewall Gathering LLC and the processing and fractionation Joint Venture. Cash interest paid was $21 million. Cash reserved for bond interest during the quarter decreased $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 $11 million and distributable cash flow was $104 million, resulting in a DCF coverage ratio of 1.3x. Distributable cash flow is a non-GAAP financial measure. For a description of distributable cash flow, please read "Non-GAAP Financial Measures," and for a reconciliation to its nearest GAAP measure, please see the table below.

The following table reconciles net income to adjusted EBITDA and distributable cash flow as used in this release (in thousands):


                                              Three months ended

                                 September 30,

                      2016                              2017
                      ----                              ----

    Net income                                       $70,524       $80,893

    Interest expense                                   5,303         9,311

    Depreciation expense                              26,136        30,556

    Accretion of contingent
     acquisition consideration                         3,527         2,556

    Equity-based compensation                          6,599         7,199

    Equity in earnings of
     unconsolidated affiliates                       (1,544)      (7,033)

    Distributions from
     unconsolidated affiliates                             -        4,300

    Adjusted EBITDA                                 $110,545      $127,782
                                                    --------      --------

    Interest paid                                    (4,043)     (20,554)

    Decrease in cash reserved
     for bond interest (1)                                 -        8,831

    Cash reserved for payment of
     income tax withholding upon
     vesting of Antero Midstream
     Partners LP equity-based
     compensation awards(2)                          (1,000)      (1,500)

    Cash distribution to be
     received from
     unconsolidated affiliate                          2,221             -

    Maintenance capital
     expenditures(3)                                 (4,638)     (10,771)
                                                      ------       -------

    Distributable cash flow                         $103,085      $103,788
                                                    ========      ========


    Distributions Declared to
     Antero Midstream Holders

    Limited Partners                                 $47,025       $63,454

    Incentive distribution
     rights                                            4,820        19,067
                                                       -----        ------

    Total Aggregate
     Distributions                                   $51,845       $82,521
                                                     -------       -------


    DCF coverage ratio                                  2.0x         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.

Commenting on Antero Midstream's outlook, Michael Kennedy, CFO of Antero Midstream said, "Looking ahead to the fourth quarter, we anticipate a sequential increase in throughput and water volumes given a planned increase in Antero Resources' completion activity, which is consistent with our 2017 guidance. This provides Antero Midstream with significant momentum heading into 2018 to support top-tier distribution growth and coverage. Additionally, AM's balance sheet strength and attractive project returns allows us to internally fund our organic opportunities while maintaining leverage in the low 2x range."

Gathering and Processing -- Antero Midstream added 160 MMcf/d of compression capacity during the third quarter of 2017, bringing total compression capacity up to 1.6 Bcf/d in the Marcellus and Utica combined. Additionally, Antero Midstream connected 25 wells to its gathering system during the quarter. Antero Resources is currently operating six drilling rigs on Antero Midstream dedicated acreage.

Water Handling and Treatment -- Antero Midstream's Marcellus and Utica fresh water delivery systems serviced 32 well completions during the third quarter of 2017, a 9% decrease from the prior year quarter and 27% decrease sequentially. Antero Resources is currently operating four completion crews on Antero Midstream dedicated acreage. During the quarter, Antero Midstream began commissioning the Antero Clearwater Facility and expects the facility to commence advanced wastewater treatment operations in the fourth quarter of 2017.

Balance Sheet and Liquidity

As of September 30, 2017, Antero Midstream had $2 million in cash and $427 million drawn on its $1.5 billion bank credit facility, resulting in approximately $1.1 billion of liquidity. Antero Midstream's total debt and net debt to trailing twelve months adjusted EBITDA was 2.1x as of September 30, 2017. For a reconciliation of consolidated net debt to consolidated total debt, the most comparable GAAP measure, please read "Non-GAAP Financial Measures."

Capital Investments

Capital expenditures, excluding investments in the processing and fractionation joint venture, were $147 million in the third quarter of 2017 as compared to $114 million in the third quarter of 2016. Capital invested in gathering systems and related facilities was $99 million and capital invested in water handling and treatment assets was $48 million, including $33 million invested in the Antero Clearwater Facility. Investments in unconsolidated affiliates for the processing and fractionation joint venture were $26 million during the quarter.

AMGP Third Quarter 2017 Financial Results

AMGP's equity in earnings from Antero Midstream Partners, which reflects the cash distributions from Antero Midstream, was $19.1 million. Net income for the third quarter of 2017 was $3.0 million as compared to net income of $2.8 million for the prior year quarter.

AMGP's cash distributions from Antero Midstream were $18.4 million for third quarter of 2017, net of $0.7 million of cash reserved for distributions on Series B units. General and administrative expenses were $0.6 million, provision for income taxes was $7.2 million, and reserve for tax benefit on Series B unit distributions was $0.3 million, resulting in cash available for distribution of $10.9 million.

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
                                                                 September 30, 2017
                                                                 ------------------

    Cash distributions from Antero Midstream Partners LP                            $19,067

    Cash reserved for distributions to Series B units of IDR LLC                      (684)

    Cash distributions to Antero Midstream GP LP                                    $18,383
                                                                                    -------

    General and administrative expenses                                               (615)

    Provision for income taxes                                                      (7,157)

    Reserve for tax benefit on Series B unit distributions                              272

    Distributable cash flow                                                         $10,883
                                                                                    =======


    DCF coverage ratio                                                                 1.0x


    Common shares outstanding                                                       186,174


    Cash distribution per common share                                               $0.059
                                                                                     ------

Conference Call

A joint conference call for Antero Midstream and AMGP is scheduled on Thursday, November 2, 2017 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 Friday, November 10, 2017 at 10:00 am MT at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International) using the passcode 10111892.

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 Friday, November 10, 2017 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

Antero Midstream views Adjusted EBITDA as an important indicator of the Partnership's performance. Antero Midstream defines Adjusted EBITDA as Net Income before interest expense, depreciation expense, accretion of contingent acquisition consideration, equity-based compensation expense, excluding equity in earnings of unconsolidated affiliates, including cash distributions from unconsolidated affiliates and gain on asset sale.

Antero Midstream uses Adjusted EBITDA to assess:

    --  the financial performance of the Partnership's assets, without regard to
        financing methods in the case of Adjusted EBITDA, 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.

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


                                        September 30,

                                                 2017
                                                 ----


    Bank credit facility                                $427,000

    5.375% AM senior notes due 2024                      650,000

    Net unamortized debt issuance costs                  (9,278)
                                                          ------

    Consolidated total debt                           $1,067,722

    Cash and cash equivalents                            (2,495)
                                                          ------

    Consolidated net debt                             $1,065,227
                                                      ==========

The following table reconciles net income to Adjusted EBITDA for the twelve months ended September 30, 2017 as used in this release (in thousands):


                                             Twelve Months
                                                 Ended

                                             September 30,

                                                               2017
                                                               ----


    Net income                                             $316,510

        Interest expense                                     36,170

        Depreciation expense                                114,366

    Accretion of contingent acquisition
     consideration                                           15,777

        Equity-based compensation                            27,119

        Equity in earnings of unconsolidated
         affiliate                                         (11,345)

    Distributions from unconsolidated
     affiliates                                              17,822

    Gain on asset sale                                      (3,859)
                                                             ------

    Adjusted EBITDA                                        $512,560
                                                           ========

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, 2016.

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, 2016 and September 30, 2017

                                                                                                      (Unaudited)

                                                                                                     (In thousands)



                                                                                                   December 31, 2016                        September 30, 2017
                                                                                                   -----------------                        ------------------

                                                                                                         Assets

    Current assets:

    Cash and cash equivalents                                                                                                       $14,042                        2,495

    Accounts receivable-Antero Resources                                                                                             64,139                       84,124

    Accounts receivable-third party                                                                                                   1,240                        1,165

    Prepaid expenses                                                                                                                    529                        1,013
                                                                                                                                        ---                        -----

    Total current assets                                                                                                             79,950                       88,797
                                                                                                                                     ------                       ------

    Property and equipment, net                                                                                                   2,195,879                    2,508,204

    Investment in unconsolidated affiliates                                                                                          68,299                      287,842

    Other assets, net                                                                                                                 5,767                       10,548
                                                                                                                                      -----                       ------

    Total assets                                                                                                                 $2,349,895                    2,895,391
                                                                                                                                 ==========                    =========


                                                                                           Liabilities and Partners' Capital

    Current liabilities:

    Accounts payable                                                                                                                $16,979                       13,820

    Accounts payable-Antero Resources                                                                                                 3,193                        4,050

    Accrued liabilities                                                                                                              61,641                       70,532

    Other current liabilities                                                                                                           200                          206
                                                                                                                                        ---                          ---

    Total current liabilities                                                                                                        82,013                       88,608

    Long-term liabilities:

    Long-term debt                                                                                                                  849,914                    1,067,722

    Contingent acquisition consideration                                                                                            194,538                      204,210

    Other                                                                                                                               620                          465
                                                                                                                                        ---                          ---

    Total liabilities                                                                                                             1,127,085                    1,361,005
                                                                                                                                  ---------                    ---------


    Partners' capital:

    Common unitholders -public (70,020 units and 87,753 units issued and outstanding at
     December 31, 2016 and September 30, 2017, respectively)                                                                      1,458,410                    1,708,930

    Common unitholder -Antero Resources (32,929 units and 98,870 units issued and
     outstanding at December 31, 2016 and September 30, 2017, respectively)                                                          26,820                    (193,611)

    Subordinated unitholder -Antero Resources (75,941 issued and outstanding at
     December 31, 2016)                                                                                                           (269,963)                           -

    General partner                                                                                                                   7,543                       19,067
                                                                                                                                      -----                       ------

    Total partners' capital                                                                                                       1,222,810                    1,534,386
                                                                                                                                  ---------                    ---------

    Total liabilities and partners' capital                                                                                      $2,349,895                    2,895,391
                                                                                                                                 ==========                    =========


                                                                                                               ANTERO MIDSTREAM PARTNERS LP

                                                                                         Condensed Consolidated Statements of Operations and Comprehensive Income

                                                                                                      Three Months Ended September 30, 2016, and 2017

                                                                                                                        (Unaudited)

                                                                                                          (In thousands, except per unit amounts)


                                                                                                                                           Three Months Ended September 30,
                                                                                                                                           --------------------------------

                                                                                                                                                                       2016         2017
                                                                                                                                                                       ----         ----


    Revenue:

    Gathering and compression-Antero Resources                                                                                                                              $77,871        100,518

    Water handling and treatment-Antero Resources                                                                                                                            72,411         93,111

    Gathering and compression-third party                                                                                                                                       193              -
                                                                                                                                                                                ---            ---

     Total revenue                                                                                                                                                          150,475        193,629
                                                                                                                                                                            -------        -------

    Operating expenses:

    Direct operating                                                                                                                                                         33,213         63,030

    General and administrative (including $6,599 and $7,199 of equity-based compensation in 2016 and 2017, respectively)                                                     13,316         14,316

    Depreciation                                                                                                                                                             26,136         30,556

    Accretion of contingent acquisition consideration                                                                                                                         3,527          2,556
                                                                                                                                                                              -----          -----

     Total operating expenses                                                                                                                                                76,192        110,458
                                                                                                                                                                             ------        -------

    Operating income                                                                                                                                                         74,283         83,171
                                                                                                                                                                             ------         ------

    Interest expense, net                                                                                                                                                   (5,303)       (9,311)

    Equity in earnings of unconsolidated affiliates                                                                                                                           1,544          7,033
                                                                                                                                                                              -----          -----

    Net income and comprehensive income                                                                                                                                      70,524         80,893

    Net income attributable to incentive distribution rights                                                                                                                (4,807)      (19,067)
                                                                                                                                                                             ------        -------

    Limited partners' interest in net income                                                                                                                                $65,717         61,826
                                                                                                                                                                            =======         ======


    Net income per limited partner unit - basic and diluted                                                                                                                   $0.37           0.33


    Weighted average limited partner units outstanding - basic                                                                                                              176,395        186,581

    Weighted average limited partner units outstanding - diluted                                                                                                            176,766        187,145



                                                                            ANTERO MIDSTREAM PARTNERS LP

                                                                     Consolidated Results of Segment Operations

                                                                  Three Months Ended September 30, 2016, and 2017

                                                                                     (Unaudited)

                                                                                   (In thousands)

                                                                                                                                        Water

                                                                                     Gathering and                         Handling and       Consolidated

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

    Three months ended September 30, 2016

    Revenues:

    Revenue - Antero Resources                                                                                     $77,871                                 72,411 150,282

    Revenue - third-party                                                                                              193                                      -    193
                                                                                                                       ---                                    ---    ---

    Total revenues                                                                                                  78,064                                 72,411 150,475
                                                                                                                    ------                                 ------ -------


    Operating expenses:

    Direct operating                                                                                                 4,692                                 28,521  33,213

    General and administrative (before equity-based compensation)                                                    5,068                                  1,649   6,717

    Equity-based compensation                                                                                        5,213                                  1,386   6,599

    Depreciation                                                                                                    18,298                                  7,838  26,136

    Accretion of contingent acquisition consideration                                                                    -                                 3,527   3,527
                                                                                                                       ---                                 -----   -----

    Total expenses                                                                                                  33,271                                 42,921  76,192
                                                                                                                    ------                                 ------  ------

    Operating income                                                                                               $44,793                                 29,490  74,283
                                                                                                                   -------                                 ------  ------


    Segment and consolidated Adjusted EBITDA                                                                       $68,304                                 42,241 110,545


    Three months ended September 30, 2017

    Revenues:

    Revenue - Antero Resources                                                                                    $100,518                                 93,111 193,629

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

    Total revenues                                                                                                 100,518                                 93,111 193,629
                                                                                                                   -------                                 ------ -------


    Operating expenses:

    Direct operating                                                                                                10,560                                 52,470  63,030

    General and administrative (before equity-based compensation)                                                    4,225                                  2,892   7,117

    Equity-based compensation                                                                                        5,111                                  2,088   7,199

    Depreciation                                                                                                    21,803                                  8,753  30,556

    Accretion of contingent acquisition consideration                                                                    -                                 2,556   2,556
                                                                                                                       ---                                 -----   -----

    Total expenses                                                                                                  41,699                                 68,759 110,458
                                                                                                                    ------                                 ------ -------

    Operating income                                                                                               $58,819                                 24,352  83,171
                                                                                                                   -------                                 ------  ------


    Segment and consolidated Adjusted EBITDA                                                                       $90,033                                 37,749 127,782


                                                                                      ANTERO MIDSTREAM PARTNERS LP

                                                                                        Selected Operating Data

                                                                            Three Months Ended September 30, 2016, and 2017

                                                                                              (Unaudited)

                                                                                                                                                          Amount of

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

                                                                                              2016                               2017   (Decrease)                  Change
                                                                                              ----                               ----   ---------                   ------

    Revenue:

    Revenue - Antero Resources                                                                                        $150,282                   193,629                      43,347    29%

    Revenue - third-party                                                                                                  193                         -                      (193)     *
                                                                                                                           ---                       ---                       ----

    Total revenue                                                                                                      150,475                   193,629                      43,154    29%
                                                                                                                       -------                   -------                      ------

    Operating expenses:

    Direct operating                                                                                                    33,213                    63,030                      29,817    90%

    General and administrative (before equity-based compensation)                                                        6,717                     7,117                         400     6%

    Equity-based compensation                                                                                            6,599                     7,199                         600     9%

    Depreciation                                                                                                        26,136                    30,556                       4,420    17%

    Accretion of contingent acquisition consideration                                                                    3,527                     2,556                       (971) (28)%
                                                                                                                         -----                     -----                        ----

    Total operating expenses                                                                                            76,192                   110,458                      34,266    45%
                                                                                                                        ------                   -------                      ------

    Operating income                                                                                                    74,283                    83,171                       8,888    12%
                                                                                                                        ------                    ------                       -----

    Interest expense                                                                                                   (5,303)                  (9,311)                    (4,008)   76%

    Equity in earnings of unconsolidated affiliates                                                                      1,544                     7,033                       5,489   356%
                                                                                                                         -----                     -----                       -----

    Net income                                                                                                         $70,524                    80,893                      10,369    15%
                                                                                                                       =======                    ======                      ======

    Adjusted EBITDA                                                                                                   $110,545                   127,782                      17,237    16%

    Operating Data:

    Gathering-low pressure (MMcf)                                                                                      131,625                   145,898                      14,273    11%

    Gathering-high pressure (MMcf)                                                                                     124,266                   176,471                      52,205    42%

    Compression (MMcf)                                                                                                  71,470                   111,070                      39,600    55%

    Condensate gathering (MBbl)                                                                                             48                         -                       (48)     *

    Processing - Joint Venture (MMcf)                                                                                        -                   33,841                      33,841      *

    Fractionation - Joint Venture (MBbl)                                                                                     -                      592                         592      *

    Fresh water delivery (MBbl)                                                                                         12,895                    13,022                         127     1%

    Wastewater handling (MBbl)                                                                                           2,577                     3,723                       1,146    44%

    Wells serviced by fresh water delivery                                                                                  35                        32                         (3)  (9)%

    Gathering-low pressure (MMcf/d)                                                                                      1,431                     1,586                         155    11%

    Gathering-high pressure (MMcf/d)                                                                                     1,351                     1,918                         567    42%

    Compression (MMcf/d)                                                                                                   777                     1,207                         430    55%

    Condensate gathering (MBbl/d)                                                                                            1                         -                        (1)     *

    Processing - Joint Venture (MMcf/d)                                                                                      -                      368                         368      *

    Fractionation - Joint Venture (MBbl/d)                                                                                   -                        6                           6      *

    Fresh water delivery (MBbl/d)                                                                                          140                       142                           2     1%

    Wastewater handling (MBbl/d)                                                                                            28                        40                          12    44%

    Average realized fees:

    Average gathering-low pressure fee ($/Mcf)                                                                           $0.31                      0.32                        0.01     3%

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

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

    Average gathering-condensate fee ($/Bbl)                                                                             $4.17                         -                     (4.17)     *

    Average fresh water delivery fee ($/Bbl)                                                                             $3.68                      3.71                        0.03     1%



    *           Not meaningful or applicable.


                                    ANTERO MIDSTREAM PARTNERS LP

                                Consolidated Statements of Cash Flows

                           Nine Months Ended September 30, 2016, and 2017

                                             (Unaudited)


                                                       Nine Months Ended September 30,
                                                    -------------------------------

                                                          2016                      2017
                                                          ----                      ----

    Cash flows from operating activities:

    Net income                                                     $163,352                          243,160

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

    Depreciation                                                   74,100                           88,604

    Accretion of contingent acquisition
     consideration                                                 10,384                            9,672

    Equity-based compensation                                      19,366                           20,436

    Equity in earnings of unconsolidated
     affiliates                                                   (2,027)                        (12,887)

    Distributions from unconsolidated
     affiliates                                              -                           10,120

    Amortization of deferred financing costs                        1,185                            1,906

    Changes in assets and liabilities:

    Accounts receivable-Antero Resources                            7,314                         (19,985)

    Accounts receivable-third party                                 1,464                               75

    Prepaid expenses                                                 (53)                           (484)

    Accounts payable                                                1,467                            1,181

    Accounts payable-Antero Resources                                  99                              857

    Accrued liabilities                                          (17,516)                           1,612
                                                                  -------                            -----

    Net cash provided by operating
     activities                                                   259,135                          344,267
                                                                  -------                          -------

    Cash flows used in investing activities:

    Additions to gathering systems and
     facilities                                                 (152,769)                       (254,619)

    Additions to water handling and
     treatment systems                                          (137,355)                       (143,470)

    Investment in unconsolidated affiliates                      (45,044)                       (216,776)

    Change in other assets                                        (2,409)                         (5,877)
                                                                   ------                           ------

    Net cash used in investing activities                       (337,577)                       (620,742)
                                                                 --------                         --------

    Cash flows provided by financing
     activities:

    Distributions to unitholders                                (129,752)                       (200,037)

    Issuance of senior notes                                      650,000                                -

    Borrowings (repayments) on bank credit
     facilities, net                                            (450,000)                         217,000

    Issuance of common units, net of
     offering costs                                                19,605                          248,949

    Payments of deferred financing costs                          (8,940)                               -

    Employee tax withholding for settlement
     of equity compensation awards                           -                            (932)

    Other                                                           (133)                            (52)
                                                                     ----                              ---

    Net cash provided by financing
     activities                                                    80,780                          264,928
                                                                   ------                          -------

    Net increase (decrease) in cash and cash
     equivalents                                                    2,338                         (11,547)

    Cash and cash equivalents, beginning of
     period                                                         6,883                           14,042
                                                                    -----                           ------

    Cash and cash equivalents,
     end of period                                                   $9,221                            2,495
                                                                     ======                            =====

    Supplemental disclosure of cash flow
     information:

    Cash paid during the period
     for interest                                                   $11,751                           42,530

    Supplemental disclosure of noncash
     investing activities:

    Increase (decrease) in
     accrued capital expenditures
     and accounts payable for
     property and equipment                                       $(21,971)                           2,936


                                                        Antero Midstream GP LP

                                                 Condensed Consolidated Balance Sheets

                                               December 31, 2016 and September 30, 2017

                                                              (Unaudited)

                                                            (In thousands)


                                                                              December 31,         September
                                                                                  2016               30, 2017
                                                                             ------------               ---------


                                                               Assets

    Current assets:

    Cash                                                                                    $9,609                 2,419

    Accounts receivable - related party                                                        217                     -

    Prepaid expenses                                                                             -                   49
                                                                                               ---                  ---

    Total current assets                                                                     9,826                 2,468

    Investment in Antero Midstream Partners LP                                               7,543                19,067
                                                                                             -----                ------

    Total assets                                                                           $17,369                21,535
                                                                                           =======                ======


                                                  Liabilities and Partners' Capital

    Current liabilities:

    Accrued liabilities                                                                        426                   611

    Income taxes payable                                                                     6,674                 8,900
                                                                                             -----                 -----

    Total current liabilities                                                                7,100                 9,511

    Liability for equity-based compensation                                                      -                3,344
                                                                                               ---                -----

    Total liabilities                                                                        7,100                12,855

    Partners' capital                                                                       10,269                 8,680
                                                                                            ------                 -----

    Total liabilities and partners' capital                                                $17,369                21,535
                                                                                           =======                ======



                                                                                           Antero Midstream GP LP

                                                              Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

                                                                               Three Months Ended September 30, 2016 and 2017

                                                                                                (Unaudited)

                                                                                  (In thousands, except per share amounts)


                                                                                                                                              Three Months Ended September
                                                                                                                                                            30,
                                                                                                                                              -----------------------------

                                                                                                                                                   2016                    2017
                                                                                                                                                   ----                    ----

    Equity in earnings of Antero Midstream Partners LP                                                                                                      $4,807                          19,067
                                                                                                                                                            ------                          ------

    Total income                                                                                                                                           4,807                          19,067
                                                                                                                                                           -----                          ------

    General and administrative expense                                                                                                                       205                             615

    Equity-based compensation                                                                                                                         -                           8,317
                                                                                                                                                    ---                           -----

    Total expenses                                                                                                                                           205                           8,932
                                                                                                                                                             ---                           -----

    Income before income taxes                                                                                                                             4,602                          10,135

    Provision for income taxes                                                                                                                           (1,825)                        (7,157)
                                                                                                                                                          ------                          ------

    Net income and comprehensive income                                                                                                                     $2,777                           2,978
                                                                                                                                                            ======                           =====


    Net income per common share - basic and diluted                                                                                                                               $0.02


    Weighted average number of common shares outstanding - basic                                                                                                                186,173

    Weighted average number of common shares outstanding - diluted                                                                                                              191,175


                                                      Antero Midstream GP LP

                                         Condensed Consolidated Statements of Cash Flows

                                          Nine Months Ended September 30, 2016 and 2017

                                                           (Unaudited)

                                                          (In thousands)


                                        Nine Months Ended September 30,
                                        -------------------------------

                                                                   2016                          2017
                                                                   ----                          ----

    Cash flows provided by operating
     activities:

    Net income (loss)                                                                     $5,435        (3,582)

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

    Equity in earnings of Antero
     Midstream Partners LP                                                               (9,388)      (45,948)

    Distributions received from Antero
     Midstream Partners LP                                                                 5,550         34,424

    Equity-based compensation                                                                  -        26,271

    Deferred income taxes                                                                  (368)             -

    Changes in current assets and
     liabilities:

    Accounts receivable - related party                                                    (202)             -

    Prepaid expenses                                                                           -          (49)

    Accounts payable                                                                           -             -

    Accrued liabilities                                                                      350            185

    Income taxes payable                                                                   3,741          2,226
                                                                                           -----          -----

    Net cash provided by operating
     activities                                                                            5,118         13,527
                                                                                           -----         ------

    Cash flows used in investing
     activities                                                                                -             -
                                                                                             ---           ---

    Cash flows used in financing
     activities

    Distributions to Antero Resources
     Investment LLC                                                                            -      (15,691)

    Distributions to shareholders                                                              -       (5,026)
                                                                                             ---        ------

    Net cash used in financing
     activities                                                                                -      (20,717)
                                                                                             ---       -------

    Net increase (decrease) in cash                                                        5,118        (7,190)

    Cash, beginning of period                                                                 72          9,609
                                                                                             ---          -----

    Cash, end of period                                                                   $5,190          2,419
                                                                                          ======          =====

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SOURCE Antero Midstream Partners LP; Antero Midstream GP LP