8-K
Antero Midstream Corp (AM)
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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 29, 2026
ANTERO
MIDSTREAM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-38075 | 61-1748605 |
|---|---|---|
| (State<br> or Other Jurisdiction <br><br>of Incorporation) | (Commission<br>File Number) | (IRS<br> Employer<br> Identification Number) |
1615
Wynkoop Street
Denver**,Colorado**
80202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code
(303
) 357-7310
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> symbol(s) | Name<br> of each exchange on which<br><br> registered |
|---|---|---|
| Common<br> Stock, par value $0.01 Per Share | AM | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition |
|---|
On April 29, 2026, Antero Midstream Corporation issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended March 31, 2026.
The information in this Current Report, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act unless specifically identified therein as being incorporated therein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Antero Midstream Corporation press release dated April 29, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANTERO MIDSTREAM CORPORATION | ||
|---|---|---|
| By: | /s/ Justin J. Agnew | |
| Justin J. Agnew | ||
| Chief Financial Officer, Vice President – Finance | ||
| Dated: April 29, 2026 |
2
Exhibit 99.1
Antero Midstream Announces First Quarter 2026Financial and Operating Results
Denver, Colorado, April 29, 2026—AnteroMidstream Corporation (NYSE: AM) (“Antero Midstream” or the “Company”) today announced its first quarter 2026 financial and operating results. The relevant consolidated financial statements are included in Antero Midstream’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026.
First Quarter 2026 Highlights:
| · | Gathering volumes increased by 14% comparedto the prior year quarter |
|---|---|
| · | Net Income was $118 million, or $0.25 perdiluted share, in line with the prior year quarter |
| · | Adjusted Net Income was $138 million, or $0.29per diluted share, a 4% per share increase compared to the prior year quarter (non-GAAP measure) |
| · | Adjusted EBITDA was $288 million, a 5% increasecompared to the prior year quarter (non-GAAP measure) |
| · | Capital expenditures were $42 million |
| · | Adjusted Free Cash Flow after dividends was$85 million, an 8% increase compared to the prior year quarter (non-GAAP measure) |
| · | Repurchased 1.0 million shares for $18 million |
Michael Kennedy, CEO and President said, “Antero Midstream delivered another quarter of volume and EBITDA growth while closing the Company’s largest acquisition to-date. Our ability to close the HG acquisition and integrate operations while avoiding any outages during Winter Storm Fern, is a testament to the hard work and dedication of our team.”
Mr. Kennedy continued, “In addition to the integration efforts that remain on schedule, we continue to invest capital to improve the connectivity and market outlets on our gathering systems. These capital projects supported our first dry gas Marcellus Shale pad in over a decade, as well as our first pad on the acquired assets, that were connected during the second quarter. These pads deliver volumetric growth and position Antero Midstream to help supply the rising demand for U.S. Energy.”
Justin Agnew, CFO of Antero Midstream, said “Antero Midstream’s strong balance sheet and consistent Free Cash Flow generation, combined with the sale of our Ohio Utica Shale assets, allowed us to finance the HG Energy acquisition while maintaining leverage in the low 3-times range. Looking ahead we expect our just-in-time organic strategy, bolstered by the highly accretive HG Energy acquisition, to continue delivering high-single digit EBITDA growth in the future.”
For a discussion of the non-GAAP financial measures, including AdjustedEBITDA, Adjusted Net Income, Leverage, and Adjusted Free Cash Flow after dividends please see “Non-GAAP Financial Measures.”
Share Repurchases
During the first quarter of 2026, Antero Midstream repurchased 1.0 million shares for $18 million. Antero Midstream had approximately $318 million of remaining capacity under its share repurchase program as of March 31, 2026.
Strategic and Operating Updates
Antero Midstream completed its two previously announced strategic transactions during the first quarter. The Company closed on the HG Energy acquisition in early February and closed on the divestiture of its Ohio Utica Shale assets in late February. Operating and financial results include contributions based on the closing dates of each transaction.
Upon closing of the acquisition, Antero Midstream immediately commenced asset integration operations and cost-effective water blending solutions. This included initial facilities and connectivity work that successfully supported the first pad turn-in-line on the acquired assets in the second quarter. In addition, the Company initiated the construction of a pipeline to connect its water system with the acquired water system, which supports additional fresh water delivery volumes and growth in 2027 and beyond.
During the first quarter of 2026, Antero Midstream connected 20 wells to its gathering system and serviced 26 wells with its fresh water delivery system. Capital expenditures were $42 million during the first quarter of 2026. The Company invested $26 million in gathering and compression, $15 million in water infrastructure, and $1 million in the Stonewall Joint Venture.
First Quarter 2026 Financial Results
Gathering volumes increased by 14% compared to the prior year quarter. Fresh water delivery volumes averaged 83 MBbl/d during the quarter, a 21% decrease compared to the first quarter of 2025. Processing volumes from the processing and fractionation joint venture (the “Joint Venture”) increased by 4% compared to the prior year quarter. Joint Venture fractionation volumes averaged 40 MBbl/d, in line with the prior year quarter. Processing and fractionation capacity were both 100% utilized during the quarter.
| Three Months Ended<br> <br>March 31, | |||||||
|---|---|---|---|---|---|---|---|
| Average Daily Volumes: | 2025 | 2026 | % Change | ||||
| Gathering (MMcf/d) | 3,348 | 3,805 | 14 | % | |||
| Centralized Compression (MMcf/d) | 3,330 | 3,370 | 1 | % | |||
| High Pressure Gathering (MMcf/d) | 3,106 | 3,133 | 1 | % | |||
| Fresh Water Delivery (MBbl/d) | 105 | 83 | (21 | )% | |||
| Joint Venture Processing (MMcf/d) | 1,650 | 1,708 | 4 | % | |||
| Joint Venture Fractionation (MBbl/d) | 40 | 40 | — |
For the three months ended March 31, 2026, revenues were $314 million, comprised of $250 million from the Gathering and Processing segment and $64 million from the Water Handling segment, net of $21 million of amortization of customer relationships. Water Handling revenues include $40 million from other water handling and high rate water transfer services.
Direct operating expenses were $30 million for the Gathering and Processing segment and $41 million for the Water Handling segment for a total of $71 million. Water Handling operating expenses include $35 million from other water handling and high rate water transfer services. General and administrative expenses excluding equity-based compensation were $12 million during the first quarter of 2026. Total operating expenses during the first quarter of 2026 included $11 million of equity-based compensation expense and $35 million of depreciation expense. Transaction expense was $9 million related to the HG Midstream acquisition.
Net Income was $118 million, or $0.25 per diluted share, in line with the prior year quarter. Net Income adjusted for amortization of customer relationships, impairment of property and equipment, gain on long-lived assets, transaction expense and other, net of tax effects of reconciling items, or Adjusted Net Income, was $138 million. Adjusted Net Income was $0.29 per diluted share, a 4% per share increase compared to the prior year quarter.
The following table reconciles Net Income to Adjusted Net Income (in thousands):
| Three Months Ended<br> <br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2026 | |||||
| Net Income | $ | 120,737 | 118,266 | |||
| Amortization of customer relationships | 17,668 | 21,210 | ||||
| Impairment of property and equipment | 817 | — | ||||
| Gain on long-lived assets | — | (2,658 | ) | |||
| Transaction expense | — | 8,689 | ||||
| Other^(1)^ | (5 | ) | (13 | ) | ||
| Tax effect of reconciling items^(2)^ | (4,773 | ) | (7,047 | ) | ||
| Adjusted Net Income | $ | 134,444 | 138,447 | |||
| (1) | Other represents gain on asset sale. | |||||
| --- | --- | |||||
| (2) | The statutory tax rate for each of the three months ended March 31, 2025 and 2026 was approximately 26%. |
Adjusted EBITDA was $288 million, a 5% increase compared to the prior year quarter. Interest expense was $54 million, a 12% increase compared to the prior year quarter driven by financing for the HG Energy acquisition. Capital expenditures were $42 million during the first quarter of 2026. Adjusted Free Cash Flow before dividends was $192 million and Adjusted Free Cash Flow after dividends was $85 million, an 8% increase compared to the prior year quarter.
The following table reconciles Net Income to Adjusted EBITDA and Adjusted Free Cash Flow before and after dividends (in thousands):
| Three Months Ended<br> <br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2026 | |||||
| Net Income | $ | 120,737 | 118,266 | |||
| Interest expense, net | 48,410 | 54,029 | ||||
| Income tax expense | 36,096 | 37,639 | ||||
| Depreciation expense | 32,748 | 34,635 | ||||
| Amortization of customer relationships | 17,668 | 21,210 | ||||
| Equity-based compensation | 12,402 | 10,579 | ||||
| Equity in earnings of unconsolidated affiliates | (28,020 | ) | (30,012 | ) | ||
| Distributions from unconsolidated affiliates | 33,375 | 35,720 | ||||
| Impairment of property and equipment | 817 | — | ||||
| Gain on long-lived assets | — | (2,658 | ) | |||
| Transaction expense | — | 8,689 | ||||
| Other operating expense, net^(1)^ | 44 | 34 | ||||
| Adjusted EBITDA | $ | 274,277 | 288,131 | |||
| Interest expense, net | (48,410 | ) | (54,029 | ) | ||
| Capital expenditures (accrual-based) | (37,288 | ) | (41,952 | ) | ||
| Current income tax expense | (1,680 | ) | — | |||
| Adjusted Free Cash Flow before dividends | $ | 186,899 | 192,150 | |||
| Dividends declared (accrual-based) | (107,836 | ) | (106,871 | ) | ||
| Adjusted Free Cash Flow after dividends | $ | 79,063 | 85,279 | |||
| (1) | Other operating expense represents accretion of asset retirement obligations and gain on asset sale. | |||||
| --- | --- |
The following table reconciles net cash provided by operating activities to Adjusted Free Cash Flow before and after dividends (in thousands):
| Three Months Ended<br> <br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2026 | |||||
| Net cash provided by operating activities | $ | 198,942 | 238,624 | |||
| Amortization of deferred financing costs | (1,307 | ) | (1,512 | ) | ||
| Settlement of asset retirement obligations | 210 | 34 | ||||
| Transaction expense | — | 8,689 | ||||
| Changes in working capital | 26,342 | (11,733 | ) | |||
| Capital expenditures (accrual-based) | (37,288 | ) | (41,952 | ) | ||
| Adjusted Free Cash Flow before dividends | $ | 186,899 | 192,150 | |||
| Dividends declared (accrual-based) | (107,836 | ) | (106,871 | ) | ||
| Adjusted Free Cash Flow after dividends | $ | 79,063 | 85,279 |
Conference Call
A conference call is scheduled on Thursday, April 30, 2026 at 10:00 am MT to discuss the financial and operational results. A brief Q&A session for security analysts will immediately follow the discussion of the results. To participate in the call, dial in at 877-407-9126 (U.S.), or 201-493-6751 (International) and reference “Antero Midstream.” A telephone replay of the call will be available until Thursday, May 7, 2026 at 10:00 am MT at 877-660-6853 (U.S.) or 201-612-7415 (International) using the conference ID: 13758947. To access the live webcast and view the related earnings conference call presentation, visit Antero Midstream's website at www.anteromidstream.com. The webcast will be archived for replay until Thursday, May 7, 2026 at 10:00 am MT.
Presentation
An updated presentation will be posted to the Company's website before the conference call. The presentation can be found at www.anteromidstream.com on the homepage. Information on the Company's website does not constitute a portion of, and is not incorporated by reference into, this press release.
Non-GAAP Financial Measures and Definitions
Antero Midstream uses certain non-GAAP financial measures. Antero Midstream defines Adjusted Net Income as Net Income adjusted for certain items. Antero Midstream uses Adjusted Net Income to assess the operating performance of its assets. Antero Midstream defines Adjusted EBITDA as Net Income adjusted for certain items.
Antero Midstream uses Adjusted EBITDA to assess:
| · | the financial performance of Antero Midstream’s<br>assets, without regard to financing methods, capital structure or historical cost basis; |
|---|---|
| · | its operating performance and return on capital<br>as compared to other publicly traded companies in the midstream energy sector, without regard to financing or capital structure; and |
| · | the viability of acquisitions and other capital<br>expenditure projects. |
Antero Midstream defines Adjusted Free Cash Flow before dividends as Adjusted EBITDA less net interest expense, accrual-based capital expenditures, and current income tax expense. Capital expenditures include additions to gathering systems and facilities, additions to water handling systems, and investments in unconsolidated affiliates. Capital expenditures exclude acquisitions and Adjusted Free Cash Flow excludes transaction expense related to acquisitions. Adjusted Free Cash Flow after dividends is defined as Adjusted Free Cash Flow before dividends less accrual-based dividends declared for the quarter. Antero Midstream uses Adjusted Free Cash Flow before and after dividends as a performance metric to compare the cash generating performance of Antero Midstream from period to period.
Adjusted EBITDA, Adjusted Net Income, and Adjusted Free Cash Flow before and after dividends are non-GAAP financial measures. The GAAP measure most directly comparable to these measures is Net Income. Such non-GAAP financial measures should not be considered as alternatives to the GAAP measures of Net Income and cash flows provided by (used in) operating activities. The presentations of such measures are not made in accordance with GAAP and have important limitations as analytical tools because they include some, but not all, items that affect Net Income and cash flows provided by (used in) operating activities. You should not consider any or all such measures in isolation or as a substitute for analyses of results as reported under GAAP. Antero Midstream’s definitions of such measures may not be comparable to similarly titled measures of other companies.
The following table reconciles cash paid for capital expenditures and accrued capital expenditures during the period (in thousands):
| Three Months Ended<br> <br>March 31, | ||||
|---|---|---|---|---|
| 2025 | 2026 | |||
| Capital expenditures (as reported on a cash basis) | $ | 32,276 | 38,806 | |
| Change in accrued capital costs | 5,012 | 3,146 | ||
| Capital expenditures (accrual basis) | $ | 37,288 | 41,952 |
Antero Midstream defines Net Debt as consolidated total debt, excluding unamortized debt premiums and debt issuance costs, less cash, cash equivalents and restricted cash. Antero Midstream views Net Debt as an important indicator in evaluating Antero Midstream’s financial leverage. Antero Midstream defines Leverage as Net Debt divided by Adjusted EBITDA for the last twelve months. The GAAP measure most directly comparable to Net Debt is total debt, excluding unamortized debt premiums and debt issuance costs.
The following table reconciles consolidated total debt to Net Debt as used in this release (in thousands):
| March 31, 2026 | ||
|---|---|---|
| Bank credit facility | $ | 442,400 |
| 5.75% senior notes due 2028 | 650,000 | |
| 5.375% senior notes due 2029 | 750,000 | |
| 6.625% senior notes due 2032 | 600,000 | |
| 5.75% senior notes due 2033 | 650,000 | |
| 5.75% senior notes due 2034 | 600,000 | |
| Consolidated total debt | $ | 3,692,400 |
| Less: Cash, cash equivalents and restricted cash | — | |
| Consolidated net debt | $ | 3,692,400 |
Antero Midstream Corporation is a Delawarecorporation that owns, operates and develops midstream gathering, compression, processing and fractionation assets located in the AppalachianBasin, as well as integrated water assets that primarily service Antero Resources Corporation’s (NYSE: AR) (“Antero Resources”)properties.
This release includes "forward-lookingstatements.” Words such as “may,” “assume,” “forecast,” “position,” “predict,”“strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,”“believe,” “project,” “budget,” “potential,” or “continue,” and similar expressionsare used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-lookingstatements are subject to a number of risks and uncertainties, many of which are not under Antero Midstream’s control. All statements,except for statements of historical fact, made in this release regarding activities, events or developments Antero Midstream expects,believes or anticipates will or may occur in the future, such as statements regarding our strategy, future operations, financial position,estimated revenues and losses, Antero Resources’ and Antero Midstream’s respective ability to integrate acquired assets andachieve the intended operational, financial and strategic benefits from any such transactions, projected costs, prospects, plans and objectivesof management, Antero Resources’ expected production and development plan, natural gas, NGLs and oil prices, Antero Midstream’sability to realize the anticipated benefits of its investments in unconsolidated affiliates, Antero Midstream’s ability to executeits share repurchase and dividend program, Antero Midstream’s ability to execute its business strategy, impacts of geopoliticalevents, including the conflicts in Ukraine, Venezuela and in the Middle East, and world health events, information regarding long-termfinancial and operating outlooks for Antero Midstream and Antero Resources, information regarding Antero Resources’ expected futuregrowth and its ability to meet its drilling and development plan and the participation level of Antero Resources’ drilling partner,the impact on demand for Antero Midstream’s services as a result of incremental production by Antero Resources, the impact of recentlyenacted legislation, and expectations regarding the amount and timing of litigation awards are forward-looking statements within the meaningof Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statementsare based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events.All forward-looking statements speak only as of the date of this release. Although Antero Midstream believes that the plans, intentionsand expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentionsor expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecastin such statements. Except as required by law, Antero Midstream expressly disclaims any obligation to and does not intend to publiclyupdate or revise any forward-looking statements.
Antero Midstream cautions you that these forward-lookingstatements are subject to all of the risks and uncertainties incidental to our business, most of which are difficult to predict and manyof which are beyond Antero Midstream’s control. These risks include, but are not limited to, risks associated with the successfulintegration and future performance of acquired assets and operations, commodity price volatility, inflation, supply chain or other disruptions,environmental risks, Antero Resources’ drilling and completion and other operating risks, regulatory changes or changes in law,the uncertainty inherent in projecting Antero Resources’ future rates of production, cash flows and access to capital, the timingof development expenditures, impacts of world health events, cybersecurity risks, the state of markets for, and availability of, verifiedquality carbon offsets and the other risks described under the heading "Risk Factors" in Antero Midstream's Annual Report onForm 10-K for the year ended December 31, 2025 and the Quarterly Report on Form 10-Q for the quarter ended March 31,2026.
For more information, contact Daniel Katzenberg,Vice President – Investor Relations, at (303) 357-7219 or dkatzenberg@anteroresources.com.
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
| (Unaudited) | |||
|---|---|---|---|
| March 31, | |||
| 2026 | |||
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 180,435 | — | |
| Restricted cash | 82,500 | — | |
| Accounts receivable–Antero Resources | 106,771 | 147,086 | |
| Accounts receivable–third party | 993 | 3,156 | |
| Income tax receivable | 1,896 | 1,896 | |
| Current assets held for sale | 4,600 | — | |
| Other current assets | 2,669 | 2,804 | |
| Total current assets | 379,864 | 154,942 | |
| Long-term assets: | |||
| Property and equipment, net | 3,454,572 | 3,931,657 | |
| Investments in unconsolidated affiliates | 585,778 | 580,970 | |
| Customer relationships | 1,074,087 | 1,682,303 | |
| Operating leases right-of-use assets | — | 46,156 | |
| Assets held for sale | 379,036 | — | |
| Other assets, net | 10,779 | 9,836 | |
| Total assets | 5,884,116 | 6,405,864 | |
| Liabilities and Stockholders' Equity | |||
| Current liabilities: | |||
| Accounts payable–Antero Resources | 5,366 | 9,003 | |
| Accounts payable–third party | 10,368 | 15,862 | |
| Accrued liabilities | 91,527 | 117,576 | |
| Short-term lease liabilities | — | 13,176 | |
| Current liabilities held for sale | 2,297 | — | |
| Other current liabilities | 1,924 | 1,633 | |
| Total current liabilities | 111,482 | 157,250 | |
| Long-term liabilities: | |||
| Long-term debt | 3,222,530 | 3,665,937 | |
| Deferred income tax liability, net | 562,996 | 600,634 | |
| Long-term lease liabilities | — | 33,415 | |
| Liabilities held for sale | 3,021 | — | |
| Other | 12,046 | 12,179 | |
| Total liabilities | 3,912,075 | 4,469,415 | |
| Stockholders' equity: | |||
| Preferred stock, 0.01 par value: 100,000 authorized as of December 31, 2025 and March 31, 2026 | |||
| Series A non-voting perpetual preferred stock; 12 designated and 10 issued and outstanding as of December 31, 2025 and March 31, 2026 | — | — | |
| Common stock, 0.01 par value; 2,000,000 authorized; 474,060 and 475,028 issued and outstanding as of December 31, 2025 and March 31, 2026, respectively | 4,741 | 4,750 | |
| Additional paid-in capital | 1,952,524 | 1,827,496 | |
| Retained earnings | 14,776 | 104,203 | |
| Total stockholders' equity | 1,972,041 | 1,936,449 | |
| Total liabilities and stockholders' equity | 5,884,116 | 6,405,864 |
All values are in US Dollars.
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(In thousands, except per share amounts)
| 2026 | |||||
| Revenue: | |||||
| Gathering and compression–Antero Resources | 238,017 | 261,999 | |||
| Gathering and compression–third party | — | 295 | |||
| Water handling–Antero Resources | 70,275 | 72,816 | |||
| Water handling–third party | 505 | 311 | |||
| Amortization of customer relationships | (17,668 | ) | (21,210 | ) | |
| Total revenue | 291,129 | 314,211 | |||
| Operating expenses: | |||||
| Direct operating | 56,830 | 70,697 | |||
| General and administrative (including 12,402 and 10,579 of equity-based compensation in 2025 and 2026, respectively) | 23,024 | 22,347 | |||
| Facility idling | 443 | 545 | |||
| Depreciation | 32,748 | 34,635 | |||
| Impairment of property and equipment | 817 | — | |||
| Gain on long-lived assets | — | (2,658 | ) | ||
| Other operating expense, net | 44 | 34 | |||
| Total operating expenses | 113,906 | 125,600 | |||
| Operating income | 177,223 | 188,611 | |||
| Other income (expense): | |||||
| Interest expense, net | (48,410 | ) | (54,029 | ) | |
| Equity in earnings of unconsolidated affiliates | 28,020 | 30,012 | |||
| Transaction expense | — | (8,689 | ) | ||
| Total other expense | (20,390 | ) | (32,706 | ) | |
| Income before income taxes | 156,833 | 155,905 | |||
| Income tax expense | (36,096 | ) | (37,639 | ) | |
| Net income and comprehensive income | 120,737 | 118,266 | |||
| Net income per common share–basic | 0.25 | 0.25 | |||
| Net income per common share–diluted | 0.25 | 0.25 | |||
| Weighted average common shares outstanding: | |||||
| Basic | 479,064 | 473,866 | |||
| Diluted | 484,378 | 477,963 |
All values are in US Dollars.
ANTERO MIDSTREAM CORPORATION
Selected Operating Data (Unaudited)
| Amount of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, | Increase | Percentage | ||||||||
| 2025 | 2026 | or Decrease | Change | |||||||
| Operating Data: | ||||||||||
| Gathering (MMcf) | 301,298 | 342,446 | 41,148 | 14 | % | |||||
| Centralized compression (MMcf) | 299,718 | 303,328 | 3,610 | 1 | % | |||||
| High pressure gathering (MMcf) | 279,579 | 281,950 | 2,371 | 1 | % | |||||
| Fresh water delivery (MBbl)^(1)^ | 9,415 | 7,506 | (1,909 | ) | (20 | )% | ||||
| Other water handling (MBbl)^(2)^ | 5,179 | 8,359 | 3,180 | 61 | % | |||||
| Wells serviced by fresh water delivery | 28 | 26 | (2 | ) | (7 | )% | ||||
| Gathering (MMcf/d) | 3,348 | 3,805 | 457 | 14 | % | |||||
| Centralized compression (MMcf/d) | 3,330 | 3,370 | 40 | 1 | % | |||||
| High pressure gathering (MMcf/d) | 3,106 | 3,133 | 27 | 1 | % | |||||
| Fresh water delivery (MBbl/d)^(1)^ | 105 | 83 | (22 | ) | (21 | )% | ||||
| Other water handling (MBbl/d)^(2)^ | 58 | 93 | 35 | 60 | % | |||||
| Average Realized Fees^(3)^: | ||||||||||
| Gathering ($/Mcf) | $ | 0.36 | 0.37 | 0.01 | 3 | % | ||||
| Centralized compression ($/Mcf) | $ | 0.22 | 0.22 | — | * | |||||
| High pressure gathering ($/Mcf) | $ | 0.23 | 0.23 | — | * | |||||
| Fresh water delivery ($/Bbl)^(1)^ | $ | 4.38 | 4.44 | 0.06 | 1 | % | ||||
| Joint Venture Operating Data: | ||||||||||
| Processing (MMcf) | 148,523 | 153,722 | 5,199 | 4 | % | |||||
| Fractionation (MBbl) | 3,600 | 3,600 | — | * | ||||||
| Processing (MMcf/d) | 1,650 | 1,708 | 58 | 4 | % | |||||
| Fractionation (MBbl/d) | 40 | 40 | — | * |
*Not meaningful or applicable.
| (1) | Fresh water delivery includes fresh water charged at a fixed fee under our water services agreement with Antero Resources. |
|---|---|
| (2) | Other water handling includes fresh water charged at cost plus 3% for services provided to Antero Resources on its acreage acquired<br>from HG Production and our other fluid handling services charged at cost plus 3% or cost of service. |
| (3) | The average realized fees for the three months ended March 31, 2026 include annual CPI-based adjustments of approximately 1.5%. |
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Results of Segment Operations (Unaudited)
(In thousands)
| Three Months Ended March 31, 2026 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gathering and | Water | Consolidated | ||||||||||
| (in thousands) | Processing | Handling | Unallocated ^(1)^ | Total | ||||||||
| Revenues: | ||||||||||||
| Revenue–Antero Resources | $ | 261,999 | 72,816 | — | 334,815 | |||||||
| Revenue–third-party | 295 | 311 | — | 606 | ||||||||
| Amortization of customer relationships | (12,384 | ) | (8,826 | ) | — | (21,210 | ) | |||||
| Total revenues | 249,910 | 64,301 | — | 314,211 | ||||||||
| Operating expenses: | ||||||||||||
| Direct operating | 30,030 | 40,667 | — | 70,697 | ||||||||
| General and administrative (excluding equity-based compensation) | 7,226 | 3,281 | 1,261 | 11,768 | ||||||||
| Equity-based compensation | 7,596 | 2,669 | 314 | 10,579 | ||||||||
| Facility idling | — | 545 | — | 545 | ||||||||
| Depreciation | 17,844 | 16,791 | — | 34,635 | ||||||||
| Loss on long-lived assets | (3,229 | ) | 571 | — | (2,658 | ) | ||||||
| Other operating expense, net | — | 34 | — | 34 | ||||||||
| Total operating expenses | 59,467 | 64,558 | 1,575 | 125,600 | ||||||||
| Operating income (loss) | 190,443 | (257 | ) | (1,575 | ) | 188,611 | ||||||
| Other income (expense): | ||||||||||||
| Interest expense, net | — | — | (54,029 | ) | (54,029 | ) | ||||||
| Equity in earnings of unconsolidated affiliates | 30,012 | — | — | 30,012 | ||||||||
| Transaction expense | — | — | (8,689 | ) | (8,689 | ) | ||||||
| Total other income (expense) | 30,012 | — | (62,718 | ) | (32,706 | ) | ||||||
| Income (loss) before income taxes | 220,455 | (257 | ) | (64,293 | ) | 155,905 | ||||||
| Income tax expense | — | — | (37,639 | ) | (37,639 | ) | ||||||
| Net income (loss) and comprehensive income (loss) | $ | 220,455 | (257 | ) | (101,932 | ) | 118,266 | |||||
| (1) | Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. | |||||||||||
| --- | --- |
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2026 | |||||
| Cash flows provided by (used in) operating activities: | ||||||
| Net income | $ | 120,737 | 118,266 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 32,748 | 34,635 | ||||
| Impairment of property and equipment | 817 | — | ||||
| Deferred income tax expense | 34,416 | 37,639 | ||||
| Equity-based compensation | 12,402 | 10,579 | ||||
| Equity in earnings of unconsolidated affiliates | (28,020 | ) | (30,012 | ) | ||
| Distributions from unconsolidated affiliates | 33,375 | 35,720 | ||||
| Amortization of customer relationships | 17,668 | 21,210 | ||||
| Amortization of deferred financing costs | 1,307 | 1,512 | ||||
| Settlement of asset retirement obligations | (210 | ) | (34 | ) | ||
| Gain on long-lived assets | — | (2,658 | ) | |||
| Other operating activities | 44 | 34 | ||||
| Changes in assets and liabilities: | ||||||
| Accounts receivable–Antero Resources | (8,825 | ) | (8,450 | ) | ||
| Accounts receivable–third party | 35 | (246 | ) | |||
| Other current assets | (695 | ) | (99 | ) | ||
| Accounts payable–Antero Resources | 1,629 | 982 | ||||
| Accounts payable–third party | 1,056 | 6,350 | ||||
| Income taxes payable | 1,783 | — | ||||
| Accrued liabilities | (21,325 | ) | 13,196 | |||
| Net cash provided by operating activities | 198,942 | 238,624 | ||||
| Cash flows provided by (used in) investing activities: | ||||||
| Additions to gathering systems, facilities and other | (22,081 | ) | (19,437 | ) | ||
| Additions to water handling systems | (8,447 | ) | (18,469 | ) | ||
| Additional investments in unconsolidated affiliate | (1,748 | ) | (900 | ) | ||
| Acquisition of HG Midstream | — | (1,120,593 | ) | |||
| Proceeds from asset sales | 5 | 378,628 | ||||
| Net cash used in investing activities | (32,271 | ) | (780,771 | ) | ||
| Cash flows provided by (used in) financing activities: | ||||||
| Dividends to common stockholders | (112,615 | ) | (111,096 | ) | ||
| Dividends to preferred stockholders | (138 | ) | (138 | ) | ||
| Repurchases of common stock | (28,569 | ) | (18,013 | ) | ||
| Borrowings on Credit Facility | 304,300 | 1,076,900 | ||||
| Repayments on Credit Facility | (311,200 | ) | (634,500 | ) | ||
| Payments of deferred financing costs | — | (1,319 | ) | |||
| Employee tax withholding for settlement of equity-based compensation awards | (18,449 | ) | (32,536 | ) | ||
| Payments on capital lease obligations | — | (86 | ) | |||
| Net cash provided by (used in) financing activities | (166,671 | ) | 279,212 | |||
| Net decrease in cash, cash equivalents and restricted cash | — | (262,935 | ) | |||
| Cash, cash equivalents and restricted cash, beginning of period | — | 262,935 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | — | — | |||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid during the period for interest | 65,272 | 44,525 | ||||
| Increase in accrued capital expenditures and accounts payable for property and equipment | 5,012 | 3,146 | ||||
| Increase in accounts receivable–Antero Resources and accounts receivable–third party for the acquisition of HG Midstream | — | 11,830 | ||||
| Right-of-use assets obtained in exchange for new operating lease obligations | 351 | 47,473 |