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What changed in Antero Midstream Corp's 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of Antero Midstream Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+122 added124 removedSource: 10-K (2025-02-12) vs 10-K (2024-02-14)

Top changes in Antero Midstream Corp's 2024 10-K

122 paragraphs added · 124 removed · 96 edited across 4 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeImpact of Risks from Cybersecurity Threats As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us.
Biggest changeAs cybersecurity threats continue to evolve in complexity and scale, it remains an ongoing and increasingly difficult task for the industry to prevent, detect, mitigate, and remediate these incidents. 40 Table of Contents As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us.
Our CAO regularly briefs senior management, the Board of Directors and the Audit Committee on cybersecurity issues as part of our overall enterprise risk management program, including quarterly updates to the Audit Committee, which may include information regarding our exposure to privacy and cybersecurity risks, plans and activities to monitor and mitigate privacy and cybersecurity risks, IT governance policies and programs, including our cybersecurity incident response plan, and legislative and regulatory developments that could impact our privacy and cybersecurity risks.
Our Vice President IT regularly briefs senior management, the Board of Directors and the Audit Committee on cybersecurity issues as part of our overall enterprise risk management program, including quarterly updates to the Audit Committee, which may include information regarding our exposure to privacy and cybersecurity risks, plans and activities to monitor and mitigate privacy and cybersecurity risks, IT governance policies and programs, including our cybersecurity incident response plan, and legislative and regulatory developments that could impact our privacy and cybersecurity risks.
Our cybersecurity strategies are based on standard cybersecurity frameworks, including the National Institute of Standards and Technology and the International Organization for Standardization. 41 Table of Contents Board of Directors’ Oversight of Cybersecurity Risks and Management’s Role in Assessing and Responding to Cybersecurity Risks Cybersecurity risks are overseen at the board level through the Audit Committee.
Our cybersecurity strategies are based on standard cybersecurity frameworks, including the National Institute of Standards and Technology and the International Organization for Standardization. Board of Directors’ Oversight of Cybersecurity Risks and Management’s Role in Assessing and Responding to Cybersecurity Risks Cybersecurity risks are overseen at the board level through the Audit Committee .
We seek to address these risks by safeguarding assets, data and operations through the cybersecurity risk management processes described below: 40 Table of Contents Risk Assessments We assess our systems, networks and data infrastructure to identify potential cybersecurity threats and vulnerabilities via continuous automated processes that are complemented by manual processes that are executed on both a routine and ad hoc basis.
We seek to address these risks by safeguarding assets, data and operations through the cybersecurity risk management processes described below: Risk Assessments We assess our systems, networks and data infrastructure to identify potential cybersecurity threats and vulnerabilities via continuous automated processes that are complemented by manual processes that are executed on both a routine and ad hoc basis.
Plans to remediate cybersecurity risks are approved and monitored regularly for completion. Incident Identification and Response We have implemented a monitoring and detection system, with oversight from our CAO to help promptly identify cybersecurity incidents.
Plans to remediate cybersecurity risks are approved and monitored regularly for completion. 39 Table of Contents Incident Identification and Response We have implemented a monitoring and detection system, with oversight from our Vice President IT to help promptly identify cybersecurity incidents.
Our Chief Administrative Officer (“CAO”) oversees these risk assessments and meets regularly with the security and compliance team to review cybersecurity risks and threats, and also participates in our enterprise risk management process.
Our Vice President IT oversees these risk assessments and meets regularly with the security and compliance team to review cybersecurity risks and threats, and also participates in our enterprise risk management process.
Additionally, our Vice President Risk Management oversees our enterprise risk management process and apprises the Audit Committee and our Board of Directors of all significant risks facing the Company, including cybersecurity risks. Our CAO, Aaron S.G. Merrick, has more than 25 years of experience in the technology sector and 16 years of experience in managing cybersecurity risk. Mr.
Additionally, our Vice President Risk Management oversees our enterprise risk management process and apprises the Audit Committee and our Board of Directors of all significant risks facing the Company, including cybersecurity risks.
Our CAO, together with the security and compliance team, is responsible for the monitoring, assessment and management of cybersecurity risk, and seeks to maintain the security and continuity of our operations. Our CAO oversees the Company’s cybersecurity strategy, cybersecurity and data privacy policies, measures and controls, and Board of Directors and Audit Committee communications on cybersecurity matters.
Our Vice President IT, together with the security and compliance team, is responsible for the monitoring, assessment and management of cybersecurity risk, and seeks to maintain the security and continuity of our operations.
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Merrick was named CAO in 2022 and previously served as our Vice President – IT since 2016. Prior to joining Antero, he held IT leadership positions of increasing responsibility at Apache Corporation, including Director of IT from 2006 to 2009 and Vice President of IT from 2009 to 2015. Additionally, Mr.
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Our Vice President – IT oversees the Company’s cybersecurity strategy, cybersecurity and data privacy policies, measures and controls, and Board of Directors and Audit Committee communications on cybersecurity matters.
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Merrick was President of a computer consulting business from 2002 to 2006, and he also held several positions of increasing responsibility at T-NETIX, Inc., including Vice President of IT, during his tenure from 1995 to 2000. Mr. Merrick graduated from Bob Jones University in 1984 with a Bachelor of Science degree in Accounting.
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Our Vice President – IT, Biren Kumar, has more than 16 years of experience serving as a Chief Information Officer (“CIO”) or similar role, which included responsibility for managing cybersecurity risk. Mr. Kumar was named Vice President – IT in 2024.
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Prior to joining Antero, he served as the CIO for several companies, including Dynegy Inc. from 2005 to 2011, Rockwater Energy Solutions Inc. from 2011 to 2014, KLX Inc. from 2014 to 2018 and KLX Energy Services Holdings, Inc. from 2018 to 2021. Mr.
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Kumar holds a Bachelor of Business Administration in Management Information Systems and a Master of Business Administration from the University of Houston. Impact of Risks from Cybersecurity Threats The energy industry’s growing reliance on information technology and operational technology to support critical operations, such as energy distribution and management activities, has made it more susceptible to cybersecurity incidents.
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As a result, the global rise of cybersecurity incidents, whether from intentional attacks or accidental events, poses a significant challenge to our industry.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or that these levels of insurance will be available in the future at economical prices. See Note 15—Contingencies to the consolidated financial statements for additional information.
Biggest changeWe cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or that these levels of insurance will be available in the future at economical prices. See Note 15—Contingencies to our consolidated financial statements for additional information.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThe exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice. 43 Table of Contents Stock Performance Graph The graph below shows the cumulative total shareholder return assuming the investment of $100 on December 31, 2018, in each of (i) our predecessor’s, Antero Midstream GP LP, common shares through March 12, 2019 and our common stock thereafter (assuming reinvestment of dividends), (ii) the Standard & Poor’s 500 (“S&P 500”) Index and (iii) the Alerian Midstream Energy (“AMNA”) Index.
Biggest changeStock Performance Graph The graph below shows the cumulative total shareholder return assuming the investment of $100 on December 31, 2019 in (i) our common stock (assuming reinvestment of dividends), (ii) the Standard & Poor’s 500 (“S&P 500”) Index and (iii) the Alerian Midstream Energy (“AMNA”) Index.
As of December 31, 2023, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock. The amount and timing of future payment of cash dividends on our common stock, if any, is within the discretion of the Board and will depend on our earnings, capital requirements, financial condition and other relevant factors.
As of December 31, 2024, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock. The amount and timing of future payment of cash dividends on our common stock, if any, is within the discretion of the Board and will depend on our earnings, capital requirements, financial condition and other relevant factors.
Item 4. Mine Safety Disclosure s Not applicable. 42 Table of Contents PART II Item 5. Marke t for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock We have one class of common equity outstanding, our common stock, par value $0.01 per share.
Item 4. Mine Safety Disclosure s Not applicable. PART II Item 5. Marke t for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock We have one class of common equity outstanding, our common stock, par value $0.01 per share.
Our common stock is listed on the New York Stock Exchange and traded under the symbol “AM.” On February 9, 2024, shares of our common stock were held by 43 holders of record. The number of holders does not include the holders for whom shares of our common stock are held in a “nominee” or “street” name.
Our common stock is listed on the New York Stock Exchange and traded under the symbol “AM.” On February 7, 2025, shares of our common stock were held by 42 holders of record. The number of holders does not include the holders for whom shares of our common stock are held in a “nominee” or “street” name.
The Board also declared a cash dividend of $137,500 on shares of our Series A Non-Voting Perpetual Preferred Stock, par value $0.01 (the “Series A Preferred Stock”), that was paid on February 14, 2024 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 12—Equity and Net Income Per Common Share to our consolidated financial statements.
The dividend was paid on February 12, 2025 to stockholders of record as of January 29, 2025. 41 Table of Contents The Board also declared a cash dividend of $137,500 on shares of our Series A Non-Voting Perpetual Preferred Stock, par value $0.01 (the “Series A Preferred Stock”), that will be paid on February 14, 2025 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 12—Equity and Net Income Per Common Share to our consolidated financial statements.
Issuer Purchases of Equity Securities The following table sets forth our common stock share purchase activity for each period presented: Approximate Total Number of Dollar Value of Total Number Average Price Shares Purchased Shares that May of Shares Paid per as Part of Publicly Yet be Purchased Period Purchased (1) Share Announced Plans Under the Plan (2) October 1, 2023 October 31, 2023 11,560 $ 12.47 November 1, 2023 November 30, 2023 December 1, 2023 December 31, 2023 Total 11,560 $ 12.47 (1) The total number of shares purchased represents shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of equity awards held by our employees.
Issuer Purchases of Equity Securities The following table sets forth our common stock share purchase activity for each period presented: Approximate Dollar Value of Total Number of Shares that May Total Number Average Price Shares Purchased Yet be Purchased of Shares Paid per as Part of Publicly Under the Plan Period Purchased (1) Share Announced Plans ($ in thousands) October 1, 2024 October 31, 2024 (1) 11,073 $ 15.31 $ 500,000 November 1, 2024 November 30, 2024 500,000 December 1, 2024 December 31, 2024 1,902,088 15.08 1,902,088 471,310 Total 1,913,161 $ 15.08 1,902,088 (1) The total number of shares purchased includes shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of equity awards held by our employees.
In addition, as of February 9, 2024, Antero Resources and its subsidiaries owned 139,042,345 shares of our common stock, which represented a 29.0% interest in us.
In addition, as of February 7, 2025, Antero Resources and its subsidiaries owned 139,172,515 shares of our common stock, which represented a 29% interest in us.
(2) As of December 31, 2023, we did not have an authorized share repurchase program. Dividends On January 10, 2024, the Board declared an aggregate cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2023.
Dividends On January 14, 2025, the Board declared an aggregate cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2024.
Share Repurchase Program On February 13, 2024, our Board of Directors authorized a share repurchase program that allows us to repurchase up to $500 million of shares of our outstanding common stock. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws.
Share Repurchase Program On February 13, 2024, our Board of Directors authorized a share repurchase program that allows us to repurchase up to $500 million of shares of our outstanding common stock.
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The dividend was paid on February 7, 2024 to stockholders of record as of January 24, 2024.
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During the year ended December 31, 2024, we repurchased approximately 2 million shares of our common stock through our share repurchase program for a total cost of $29 million. As of December 31, 2024, there was $471 million remaining under our share repurchase program.
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The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws.
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The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to our share repurchase program.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeYear Ended December 31, 2022 Compared to Year Ended December 31, 2023 The operating results of our reportable segments were as follows: Year Ended December 31, 2022 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 791,265 244,770 1,036,035 Revenue–third-party 2,622 2,622 Gathering—low pressure fee rebate (48,000) (48,000) Amortization of customer relationships (37,086) (33,586) (70,672) Total revenues 706,179 213,806 919,985 Operating expenses: Direct operating 75,889 104,365 180,254 General and administrative (excluding equity-based compensation) 24,578 13,080 4,813 42,471 Equity-based compensation 14,394 4,415 845 19,654 Facility idling 4,166 4,166 Depreciation 81,390 50,372 131,762 Impairment of property and equipment 1,130 2,572 3,702 Accretion of asset retirement obligations 222 222 Loss on settlement of asset retirement obligations 539 539 Gain on asset sale (2,120) (131) (2,251) Total operating expenses 195,261 179,600 5,658 380,519 Operating income 510,918 34,206 (5,658) 539,466 Other income (expense): Interest expense, net (189,948) (189,948) Equity in earnings of unconsolidated affiliates 94,218 94,218 Total other income (expense) 94,218 (189,948) (95,730) Income before income taxes 605,136 34,206 (195,606) 443,736 Income tax expense (117,494) (117,494) Net income and comprehensive income $ 605,136 34,206 (313,100) 326,242 (1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. 48 Table of Contents Year Ended December 31, 2023 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 893,862 268,667 1,162,529 Revenue–third-party 1,414 1,414 Gathering—low pressure fee rebate (51,500) (51,500) Amortization of customer relationships (37,086) (33,586) (70,672) Total revenues 805,276 236,495 1,041,771 Operating expenses: Direct operating 95,507 117,658 213,165 General and administrative (excluding equity-based compensation) 22,532 12,497 4,433 39,462 Equity-based compensation 23,313 7,362 931 31,606 Facility idling 2,459 2,459 Depreciation 83,409 52,650 136,059 Impairment of property and equipment 133 13 146 Accretion of asset retirement obligations 177 177 Loss on settlement of asset retirement obligations 805 805 Loss (gain) on asset sale 6,039 (9) 6,030 Total operating expenses 230,933 193,612 5,364 429,909 Operating income 574,343 42,883 (5,364) 611,862 Other income (expense): Interest expense, net (217,245) (217,245) Equity in earnings of unconsolidated affiliates 105,456 105,456 Total other income (expense) 105,456 (217,245) (111,789) Income before income taxes 679,799 42,883 (222,609) 500,073 Income tax expense (128,287) (128,287) Net income and comprehensive income $ 679,799 42,883 (350,896) 371,786 (1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. 49 Table of Contents The operating data for Antero Midstream is as follows: Year Ended Amount of December 31, Increase Percentage 2022 2023 or Decrease Change Operating Data: Gathering—low pressure (MMcf) 1,088,036 1,202,510 114,474 11 % Compression (MMcf) 1,034,052 1,186,641 152,589 15 % Gathering—high pressure (MMcf) 1,027,459 1,068,292 40,833 4 % Fresh water delivery (MBbl) 37,685 39,072 1,387 4 % Other fluid handling (MBbl) 19,059 20,084 1,025 5 % Wells serviced by fresh water delivery 76 76 * Gathering—low pressure (MMcf/d) 2,981 3,295 314 11 % Compression (MMcf/d) 2,833 3,251 418 15 % Gathering—high pressure (MMcf/d) 2,815 2,927 112 4 % Fresh water delivery (MBbl/d) 103 107 4 4 % Other fluid handling (MBbl/d) 52 55 3 6 % Average Realized Fees: Average gathering—low pressure fee ($/Mcf) $ 0.34 0.35 0.01 3 % Average compression fee ($/Mcf) $ 0.21 0.21 * Average gathering—high pressure fee ($/Mcf) $ 0.21 0.21 * Average fresh water delivery fee ($/Bbl) $ 4.07 4.21 0.14 3 % Joint Venture Operating Data: Processing—Joint Venture (MMcf) 540,052 581,785 41,733 8 % Fractionation—Joint Venture (MBbl) 13,022 14,135 1,113 9 % Processing—Joint Venture (MMcf/d) 1,480 1,594 114 8 % Fractionation—Joint Venture (MBbl/d) 36 39 3 8 % * Not meaningful or applicable. Revenues.
Biggest changeSee Note 16—Reportable Segments to our consolidated financial statements for additional information. 46 Table of Contents Year Ended December 31, 2023 Compared to Year Ended December 31, 2024 The operating results of our reportable segments were as follows: Year Ended December 31, 2023 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 893,862 268,667 1,162,529 Revenue–third-party 1,414 1,414 Gathering—low pressure fee rebate (51,500) (51,500) Amortization of customer relationships (37,086) (33,586) (70,672) Total revenues 805,276 236,495 1,041,771 Operating expenses: Direct operating 95,507 117,658 213,165 General and administrative (excluding equity-based compensation) 22,532 12,497 4,433 39,462 Equity-based compensation 23,313 7,362 931 31,606 Facility idling 2,459 2,459 Depreciation 83,409 52,650 136,059 Impairment of property and equipment 133 13 146 Accretion of asset retirement obligations 177 177 Loss on settlement of asset retirement obligations 805 805 Loss (gain) on asset sale 6,039 (9) 6,030 Total operating expenses 230,933 193,612 5,364 429,909 Operating income 574,343 42,883 (5,364) 611,862 Other income (expense): Interest expense, net (217,245) (217,245) Equity in earnings of unconsolidated affiliates 105,456 105,456 Total other income (expense) 105,456 (217,245) (111,789) Income before income taxes 679,799 42,883 (222,609) 500,073 Income tax expense (128,287) (128,287) Net income and comprehensive income $ 679,799 42,883 (350,896) 371,786 (1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. 47 Table of Contents Year Ended December 31, 2024 Gathering and Water Consolidated (in thousands) Processing Handling Unallocated (1) Total Revenues: Revenue–Antero Resources $ 926,063 248,858 1,174,921 Revenue–third-party 1,944 1,944 Amortization of customer relationships (37,086) (33,586) (70,672) Total revenues 888,977 217,216 1,106,193 Operating expenses: Direct operating 103,053 114,923 217,976 General and administrative (excluding equity-based compensation) 28,814 8,279 4,661 41,754 Equity-based compensation 35,535 7,800 997 44,332 Facility idling 1,721 1,721 Depreciation 84,398 55,602 140,000 Impairment of property and equipment 332 332 Accretion of asset retirement obligations 189 189 Loss on asset sale 723 723 Total operating expenses 252,132 189,237 5,658 447,027 Operating income 636,845 27,979 (5,658) 659,166 Other income (expense): Interest expense, net (207,027) (207,027) Equity in earnings of unconsolidated affiliates 110,573 110,573 Loss on early extinguishment of debt (14,091) (14,091) Total other income (expense) 110,573 (221,118) (110,545) Income before income taxes 747,418 27,979 (226,776) 548,621 Income tax expense (147,729) (147,729) Net income and comprehensive income $ 747,418 27,979 (374,505) 400,892 (1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments. 48 Table of Contents The operating data for Antero Midstream is as follows: Amount of Year Ended December 31, Increase Percentage 2023 2024 or Decrease Change Operating Data: Gathering—low pressure (MMcf) 1,202,510 1,199,804 (2,706) * Compression (MMcf) 1,186,641 1,193,306 6,665 1 % Gathering—high pressure (MMcf) 1,068,292 1,102,673 34,381 3 % Fresh water delivery (MBbl) 39,072 34,626 (4,446) (11) % Other fluid handling (MBbl) 20,084 19,615 (469) (2) % Wells serviced by fresh water delivery 76 61 (15) (20) % Gathering—low pressure (MMcf/d) 3,295 3,278 (17) (1) % Compression (MMcf/d) 3,251 3,260 9 * Gathering—high pressure (MMcf/d) 2,927 3,013 86 3 % Fresh water delivery (MBbl/d) 107 95 (12) (11) % Other fluid handling (MBbl/d) 55 54 (1) (2) % Average Realized Fees (1) : Average gathering—low pressure fee ($/Mcf) $ 0.35 0.36 0.01 3 % Average compression fee ($/Mcf) $ 0.21 0.21 * Average gathering—high pressure fee ($/Mcf) $ 0.21 0.22 0.01 5 % Average fresh water delivery fee ($/Bbl) $ 4.21 4.31 0.10 2 % Joint Venture Operating Data: Processing—Joint Venture (MMcf) 581,785 588,583 6,798 1 % Fractionation—Joint Venture (MBbl) 14,135 14,640 505 4 % Processing—Joint Venture (MMcf/d) 1,594 1,608 14 1 % Fractionation—Joint Venture (MBbl/d) 39 40 1 3 % * Not meaningful or applicable.
If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to their estimated fair value. Interest. We have typically financed a portion of our cash requirements with borrowings under our revolving credit facility and with senior unsecured notes.
If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to their estimated fair value. Interest. We have typically financed a portion of our cash requirements with borrowings under our Credit Facility and with senior unsecured notes.
We have a long-term water services agreement covering Antero Resources’ approximately 570,000 gross acres in West Virginia and Ohio, with a right of first offer on all future areas of operation. The initial term of the water services agreement runs to 2035.
We have a long-term water services agreement covering Antero Resources’ approximately 567,000 gross acres in West Virginia and Ohio, with a right of first offer on all future areas of operation. The initial term of the water services agreement runs to 2035.
Code of Ethics We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of our Corporate Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar functions by posting such information in the “Governance” subsection of our website at www.anteromidstream.com .
Code of Ethics We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of our Corporate Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar functions by posting such information in the “Governance” subsection of our website at www.anteromidstream.com . 55 Table of Contents
ITEM 6. Reserved 44 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report.
ITEM 6. Reserved 42 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report.
Management’s Discussion and Analysis of Financial Condition and Results of Operations —Capital Resources and Liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the cash flows for the year ended December 31, 2021 compared to the year ended December 31, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations —Capital Resources and Liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the cash flows for the year ended December 31, 2022 compared to the year ended December 31, 2023.
See Note 5—Revenue to the consolidated financial statements for more information on our gathering and compression agreements. Water Handling. Our fresh water delivery systems and other fluid handling services support well completion and production operations for Antero Resources. These services are provided by us directly or through third-parties with which we contract.
See Note 5—Revenue to our consolidated financial statements for additional information on our gathering and compression agreements. Water Handling. Our fresh water delivery systems and other fluid handling services support well completion and production operations for Antero Resources. These services are provided by us directly or through third-parties with which we contract.
Fresh water operating costs vary with the miles of pipeline, number of pumping stations and to a lesser extent the number of well completions in the Appalachian Basin for which we deliver fresh water and number of impoundments in our water system. Other fluid handling costs, relate to contract services performed by us and third parties.
Fresh water operating costs vary with the miles of pipeline, number of pumping stations and the number of well completions in the Appalachian Basin for which we deliver fresh water and number of impoundments in our water system. Other fluid handling costs relate to contract services performed by us and third parties.
Economic Indicators The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through 2023.
Economic Indicators The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through 2024.
Our other fluid handling services include wastewater handling, blending and high-rate transfer services. For other fluid handling 46 Table of Contents services provided by us, we charge Antero Resources a cost of service fee . For other fluid handling services provided by third parties, we charge Antero Resources a fee based on our third-party out-of-pocket costs plus 3%.
Our other fluid handling services include wastewater handling, blending and high-rate transfer services. For other fluid handling services provided by us, we charge Antero Resources a cost of service fee . For other fluid handling services provided by third parties, we charge Antero Resources a fee based on our third-party out-of-pocket costs plus 3%.
Capital Resources and Liquidity Sources and Uses of Cash Capital resources and liquidity are provided by operating cash flows, available borrowings under our Credit Facility and capital market transactions. See Note 8—Long-Term Debt to our consolidated financial statements.
Capital Resources and Liquidity Sources and Uses of Cash Capital resources and liquidity are provided by operating cash flows, available borrowings under our Credit Facility and capital market transactions. See Note 8—Long-Term Debt to our consolidated financial statements for additional information.
Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
Our water handling operations are substantially dependent upon the number of wells drilled and completed by Antero Resources, as well as Antero Resources’ production. As of December 31, 2023, Antero Resources had disclosed estimated net proved reserves of 18.1 Tcfe, of which 59% was natural gas, 40% were NGLs and 1% was oil.
Our water handling operations are substantially dependent upon the number of wells drilled and completed by Antero Resources, as well as Antero Resources’ production. As of December 31, 2024, Antero Resources had disclosed estimated net proved reserves of 17.9 Tcfe, of which 59% was natural gas, 40% were NGLs and 1% was oil.
During the year ended December 31, 2023, we paid dividends of $0.90 per share, or a total of $435 million, to holders of our common stock, as applicable, and we paid $550,000 of dividends on our Series A Preferred Stock.
During the year ended December 31, 2024, we paid dividends of $0.90 per share, or a total of $438 million, to holders of our common stock, as applicable, and we paid $550,000 of dividends on our Series A Preferred Stock.
Our Board also declared a cash dividend of $137,500 on our Series A Preferred Stock that was paid on February 14, 2024 in accordance with their terms. As of December 31, 2023, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock.
Our Board also declared a cash dividend of $137,500 on our Series A Preferred Stock that will be paid on February 14, 2025 in accordance with their terms. As of December 31, 2024, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock.
The amount of deferred income tax assets considered realizable, however, could change as we generate taxable income or as estimates of future taxable income are reduced. See Note 7—Income Taxes to our consolidated financial statements for a discussion of our deferred income tax position and income tax expense.
The amount of deferred income tax assets considered realizable, however, could change as we generate taxable income or as estimates of future taxable income are reduced. See Note 7—Income Taxes to our consolidated financial statements for additional information on our deferred income tax position and income tax expense.
Our deferred income tax assets result primarily from net operating loss carryforwards. As of December 31, 2023, we had U.S. federal NOL carryforwards of $428 million and state NOL carryforwards of $496 million. The Company currently considers all of its deferred income tax assets, except for those related to charitable contributions, realizable.
Our deferred income tax assets result primarily from net operating loss carryforwards. As of December 31, 2024, we had U.S. federal NOL carryforwards of $438 million and state NOL carryforwards of $505 million. The Company currently considers all of its deferred income tax assets, except for those related to charitable contributions, realizable.
Income tax expense increased by 9% from $117 million for the year ended December 31, 2022 to $128 million for the year ended December 31, 2023, which reflects effective tax rates of 26.5% and 25.7%, respectively. This income tax expense increase was primarily due to higher pre-tax income between periods.
Income tax expense increased by 15% from $128 million for the year ended December 31, 2023 to $148 million for the year ended December 31, 2024, which reflects effective tax rates of 25.7% and 26.9%, respectively. This income tax expense increase was primarily due to higher pre-tax income between periods.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2022 See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” in our 2022 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations” in our 2023 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2023.
Our capital budgets may be adjusted as business conditions warrant. If natural gas, NGLs and oil prices decline to levels below acceptable levels or costs increase to levels above acceptable levels, Antero Resources could choose to defer a significant portion of its budgeted capital expenditures until later periods.
This capital budget supports Antero Resources’ maintenance capital program for 2025. Our capital budgets may be adjusted as business conditions warrant. If natural gas, NGLs and oil prices decline to levels below acceptable levels or costs increase to levels above acceptable levels, Antero Resources could choose to defer a significant portion of its budgeted capital expenditures until later periods.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2022 See “Item 7.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2023 See “Item 7.
These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. Management believes these allocation methodologies are reasonable.
These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. Management believes these allocation methodologies are reasonable. Equity-based compensation includes costs related to the AM LTIP. Depreciation.
As of December 31, 2023, we had $630 million of borrowings and no letters of credit outstanding under the Credit Facility. A 1.0% increase in the Credit Facility interest rate would have resulted in an estimated $8 million increase in interest expense for the year ended December 31, 2023.
As of December 31, 2024, we had $484 million of borrowings and no letters of credit outstanding under the New Credit Facility. A 1.0% increase in the Credit Facility interest rate would have resulted in an estimated $4 million increase in interest expense for the year ended December 31, 2024.
Net cash provided by operating activities was $700 million and $779 million for the years ended December 31, 2022 and 2023, respectively.
Net cash provided by operating activities was $779 million and $844 million for the years ended December 31, 2023 and 2024, respectively.
Net cash used in financing activities was $206 million and $596 million for the years ended December 31, 2022 and 2023, respectively.
Net cash used in financing activities was $596 million and $601 million for the years ended December 31, 2023 and 2024, respectively.
Financial Statements and Supplementary Data The Report of Independent Registered Public Accounting Firm, Consolidated Financial Statements and supplementary financial data required for this Item are set forth beginning on page F-2 of this Annual Report on Form 10-K and are incorporated herein by reference. Item 9.
Financial Statements and Supplementary Data The Report of Independent Registered Public Accounting Firm, Consolidated Financial Statements and supplementary financial data required for this Item are set forth beginning on page F-2 of this Annual Report on Form 10-K and are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.
Our interest expense also includes amortization of deferred financing costs incurred in connection with our revolving credit facility and senior notes and amortization of senior notes premiums. See Note 8—Long-Term Debt to our consolidated financial statements and “—Capital Resources and Liquidity—Debt Agreements” for additional information on our debt agreements. 47 Table of Contents Income tax expense .
Our interest expense also includes amortization of deferred financing costs incurred in connection with our Credit Facility and senior notes and amortization of senior notes premiums. See Note 8—Long-Term Debt to our consolidated financial statements for additional information on our debt agreements. Income tax expense .
Between March 2022 and December 2023, the Federal Reserve increased the federal funds interest rate by 5.25%. While inflationary pressures in the United States’ economy have begun to subside, we continue to be impacted by the increased federal funds interest rate. See “—Results of Operations” for additional information. The economy also continues to be impacted by global events.
While inflationary pressures in the United States’ economy have begun to subside, we continue to be impacted by the increased federal funds interest rate. See “—Results of Operations” for additional information. The economy also continues to be impacted by global events.
On January 10, 2024, the Board declared a cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2023. The dividend was paid on February 7, 2024 to stockholders of record as of January 24, 2024.
On January 14, 2025, the Board declared a cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2024. The dividend was paid on February 12, 2025 to stockholders of record as of January 29, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2 in this Annual Report on Form 10-K. Item 9 B. Other Information None.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2 in this Annual Report on Form 10-K. Item 9 B. Other Information None. Item 9C. disclosure regarding foreign jurisdictions that prevent inspections Not applicable.
Loss on asset sale of $6 million for the year ended December 31, 2023 was primarily due to sales of miscellaneous equipment. Interest expense.
Loss on asset sale of $6 million and $1 million for the years ended December 31, 2023 and 2024, respectively, was primarily due to sales of miscellaneous equipment. Interest expense.
As of December 31, 2023, we did not have any off-balance sheet arrangements. Cash Flows The following table summarizes our cash flows for the years ended December 31, 2022 and 2023: Year Ended December 31, (in thousands) 2022 2023 Net cash provided by operating activities $ 699,604 779,063 Net cash used in investing activities (493,826) (183,206) Net cash used in financing activities (205,778) (595,791) Net increase in cash and cash equivalents $ 66 Year Ended December 31, 2022 Compared to Year Ended December 31, 2023 Operating Activities.
As of December 31, 2024, we did not have any off-balance sheet arrangements. Cash Flows The following table summarizes our cash flows for the years ended December 31, 2023 and 2024: Year Ended December 31, (in thousands) 2023 2024 Net cash provided by operating activities $ 779,063 843,994 Net cash used in investing activities (183,206) (242,733) Net cash used in financing activities (595,791) (601,327) Net increase (decrease) in cash and cash equivalents $ 66 (66) Year Ended December 31, 2023 Compared to Year Ended December 31, 2024 Operating Activities.
This increase was primarily due to $4 million for our assets acquired during the fourth quarter of 2022 and $3 million related to assets placed in service between periods, partially offset by $3 million of lower expense related to our program to repurpose underutilized compressor units to expand existing or construct new compressor stations between periods.
This increase was primarily due to $5 million related to assets placed in service between periods and $1 million for our assets acquired during the second quarter of 2024, partially offset by $2 million of lower expense between periods related to our program to repurpose underutilized compressor units to expand existing or construct new compressor stations. Loss on asset sale.
See Note 8—Long-Term Debt to the consolidated financial statements for more information. Share Repurchase Program On February 13, 2024, our Board of Directors authorized a share repurchase program that allows us to repurchase up to $500 million of shares of our outstanding common stock.
The 2026 Notes were retired as of May 16, 2024. See Note 8—Long-Term Debt to our consolidated financial statements for additional information. 43 Table of Contents Share Repurchase Program On February 13, 2024, our Board authorized a share repurchase program that allows us to repurchase up to $500 million of shares of our outstanding common stock.
The water handling segment includes (i) two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending.
The Joint Venture and Stonewall provide processing and fractionation services and high-pressure gas gathering services, respectively, in the Appalachian Basin. The water handling segment includes (i) two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending.
Direct operating expenses. Direct operating expenses increased by 18% , from $ 180 million for the year ended December 31, 2022 to $213 million for the year ended December 31, 2023.
Direct operating expenses. Direct operating expenses increased by 2% , from $ 213 million for the year ended December 31, 2023 to $218 million for the year ended December 31, 2024.
Item 9C. disclosure regarding foreign jurisdictions that prevent inspections Not applicable. 57 Table of Contents PART III Item 10. Director s, Executive Officers, and Corporate Governance Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2024 Annual Meeting of Stockholders.
PART III Item 10. Director s, Executive Officers, and Corporate Governance Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2025 Annual Meeting of Stockholders.
Our other fluid handling costs consist of labor, monitoring and repair and maintenance costs. The other primary drivers of our direct operating expense include maintenance and contract services, regulatory and compliance expense and ad valorem taxes. General and Administrative. Our general and administrative expenses include direct charges incurred by us and costs charged by Antero Resources.
Our other fluid handling costs consist of labor, monitoring and repair and maintenance costs. The other primary drivers of our direct operating expense include maintenance and contract services, regulatory and compliance expense and ad valorem taxes. 45 Table of Contents General and Administrative.
The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.
The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses.
These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation.
Our general and administrative expenses include direct charges incurred by us and costs charged by Antero Resources. These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation.
Equity in earnings in unconsolidated affiliates increased by 12%, from $94 million for the year ended December 31, 2022 to $105 million for the year ended December 31, 2023 primarily due to increased processing and fractionation volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments. 51 Table of Contents Income tax expense.
Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 5%, from $105 million for the year ended December 31, 2023 to $111 million for the year ended December 31, 2024 primarily due to increased processing and fractionation volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments between periods .
Commodity Price Risk Our gathering and compression and water services agreements with Antero Resources provide for fixed-fee and cost of service fee structures, and we intend to continue to pursue additional fixed- fee or cost of service fee opportunities with Antero Resources and third parties in order to avoid direct commodity price exposure.
This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. 53 Table of Contents Commodity Price Risk Our gathering and compression and water services agreements with Antero Resources provide for fixed-fee and cost of service fee structures, and we intend to continue to pursue additional fixed- fee or cost of service fee opportunities with Antero Resources and third parties in order to avoid direct commodity price exposure.
These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows. Sources of Our Revenues The following items are the primary components of our revenues: Gathering and Processing. Our low pressure gathering, compression and high pressure gathering services support production operations for Antero Resources.
These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows. 44 Table of Contents Sources of Our Revenues The following items are the primary components of our revenues: Gathering and Processing.
Total revenues increased by $122 million, from $920 million for the year ended December 31, 2022, to $1,042 million for the year ended December 31, 2023. Total revenues included amortization of customer relationships of $71 million during each of the years ended December 31, 2022 and 2023.
Total revenues included amortization of customer relationships of $71 million during each of the years ended December 31, 2023 and 2024. Gathering and processing revenues increased by 10%, from $805 million for the year ended December 31, 2023 to $889 million for the year ended December 31, 2024.
Compression volumes increased between periods primarily due to the 86 additional wells connected to our system since December 31, 2022 and 12 compressor stations and 253 wells that were connected to the assets we acquired during the fourth quarter of 2022. High pressure gathering revenue increased $15 million period over period primarily due to increased throughput volumes of 41 Bcf, or 112 MMcf /d, and an increased high pressure gathering rate as a result of an annual CPI-based adjustment.
Compression volumes increased between periods primarily due to 51 additional wells connected to our system since December 31, 2023 and two compressor stations that were acquired during the second quarter of 2024. High pressure gathering revenue increased $19 million period over period primarily due to increased throughput volumes of 34 Bcf, or 86 MMcf /d, our acquisition of 48 miles of high pressure gathering lines during the second quarter of 2024 and increased high pressure gathering rates as a result of an annual CPI-based adjustment.
The amount of deferred income tax assets considered realizable could change based upon the amounts of taxable income actually generated, or as estimates of future taxable income change.
The amount of deferred income tax assets considered realizable could change based upon the amounts of taxable income actually generated, or as estimates of future taxable income change. The calculation of deferred income tax assets and liabilities involves uncertainties in the application of complex tax laws and regulations.
As of December 31, 2023, Antero Resources’ drilling inventory consisted of 1,588 gross identified potential horizontal well locations, all of which were on acreage dedicated to us, providing us with significant opportunity for future capital investments as Antero Resources’ drilling program continues. See Note 5—Revenue to the consolidated financial statements for more information on our water services agreement.
Antero Resources’ has a vast drilling inventory of horizontal well locations in the Appalachian Basin, all of which are on acreage dedicated to us, providing us with significant opportunity for future capital investments as Antero Resources’ drilling program continues. See Note 5—Revenue to our consolidated financial statements for additional information on our water services agreement.
See Note 8—Long-Term Debt to the consolidated financial statements for more information. 54 Table of Contents Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP.
Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP.
For example, CPI for all urban consumers increased 8% from the year ended December 31, 2021 to the year ended December 31, 2022 and an additional 4% from the year ended December 31, 2022 to the year ended December 31, 2023 as compared to the Federal Reserve’s stated goal of 2%.
For example, CPI for all urban consumers increased 4.1% from the year ended December 31, 2022 to the year ended December 31, 2023 and an additional 2.9% from the year ended December 31, 2023 to the year ended December 31, 2024.
General and administrative expenses (excluding equity-based compensation expense) decreased 7% , from $ 42 million for the year ended December 31, 2022 to $39 million for the year ended December 31, 2023 primarily due to lower legal costs associated with the Veolia legal matter between periods and lower costs allocated to us from Antero Resources.
General and administrative expenses (excluding equity-based compensation expense) increased by 6% , from $ 39 million for the year ended December 31, 2023 to $42 million for the year ended December 31, 2024 primarily due to higher costs allocated to us from Antero Resources. Equity-based compensation expenses.
These fluctuations primarily resulted from the following: Gathering and Processing Low pressure gathering revenue increased $47 million period over period primarily due to increased throughput volumes of 114 Bcf, or 314 MMcf/d, and higher low pressure gathering rates as a result of annual CPI-based adjustments, partially offset by higher fee rebates of $4 million between periods.
These fluctuations primarily resulted from the following: Gathering and Processing Low pressure gathering revenue increased $59 million period over period primarily due to lower growth incentive rebates of $52 million due to the expiration of the program on December 31, 2023 and increased low pressure gathering rates as a result of annual CPI-based adjustments, partially offset by decreased throughput volumes of 3 Bcf, or 17 MMcf/d.
Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024 at a reasonable assurance level. 54 Table of Contents Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Low pressure gathering volumes increased between periods primarily due to 86 additional wells being connected to our system since December 31, 2022 and 253 wells that were connected to the assets we acquired during the fourth quarter of 2022. Compression revenue increased $37 million period over period due to increased throughput volumes of 153 Bcf, or 418 MMcf/d, and higher compression rates as a result of the annual CPI-based adjustments.
Low pressure gathering volumes decreased between periods primarily due to natural production decline from wells connected to our system, partially offset by 51 additional wells being connected to our system since December 31, 2023 . Compression revenue increased $6 million period over period due to increased throughput volumes of 7 Bcf, or 9 MMcf/d, and increased compression rates as a result of annual CPI-based adjustments.
Capital Investments Our capital expenditures were as follows: Year Ended December 31, (in thousands) 2022 2023 Gathering systems and facilities $ 208,868 132,112 Water handling systems 73,052 52,620 Investments in (return of investment in) unconsolidated affiliates (17,000) 262 Total capital expenditures $ 264,920 184,994 Our 2024 capital budget is $150 million to $170 million.
Capital Investments Our capital expenditures were as follows: Year Ended December 31, (in thousands) 2023 2024 Gathering systems and facilities $ 132,112 131,920 Water handling systems 52,620 27,011 Investments in unconsolidated affiliates 262 2,393 Total capital expenditures $ 184,994 161,324 On February 12, 2025, we announced a 2025 capital budget with a range of $170 million to $200 million.
Actual results may differ from these estimates and assumptions used in preparation of our financial statements. Property and Equipment Property and equipment primarily consists of gathering pipelines, compressor stations and the water handling assets. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable.
Actual results may differ from these estimates and assumptions used in preparation of our financial statements. 52 Table of Contents Property and Equipment Property and equipment primarily consists of gathering pipelines, compressor stations and the water handling assets.
Our gathering and compression operations are substantially dependent upon natural gas production from Antero Resources’ upstream activity in its areas of operation. In addition, there is a natural decline in production from existing wells that are connected to our gathering systems.
In addition, there is a natural decline in production from existing wells that are connected to our gathering systems.
Our gathering and processing revenues are driven by the volumes of natural gas we gather and compress. We receive a low pressure gathering fee per Mcf, a compression fee per Mcf and a high pressure gathering fee per Mcf, as applicable, substantially all of which are subject to annual CPI-based adjustments.
We receive a low pressure gathering fee per Mcf, a compression fee per Mcf and a high pressure gathering fee per Mcf, as applicable, substantially all of which are subject to annual CPI-based adjustments. Additionally, our gathering and compression agreements provide for certain minimum volume commitments for gathering and compression services that run to 2034.
The assets acquired during 2022 were already connected to high pressure systems operated by us or third parties prior to such acquisitions, and therefore, the 253 wells connected to the acquired assets did not increase the throughput on our high pressure gathering system. 50 Table of Contents Water Handling Fresh water delivery revenue increased $11 million period over period primarily due to a 3% increase to the fresh water delivery rate for our long-term contract with Antero Resources as a result of the annual CPI-based adjustment and higher fresh water delivery volumes of 1 MMBbl , or 4 MBbl/d.
The high pressure gathering volumes increased period over period primarily due to 51 additional wells being connected to our high pressure system since December 31, 2023. 49 Table of Contents Water Handling Fresh water delivery revenue decreased $16 million period over period primarily due to decreased fresh water delivery volumes of 4 MMBbl , or 12 MBbl/d, partially offset by an increase to the fresh water delivery rate for our long-term contract with Antero Resources as a result of the annual CPI-based adjustment.
Additionally, our gathering and compression agreements provide for certain minimum volume commitments for gathering and compression services that run to 2032. Pursuant to our long-term contracts with Antero Resources, we have secured long-term dedications covering substantially all of Antero Resources’ current and future acreage for gathering and compression services.
Pursuant to our long-term contracts with Antero Resources, we have secured long-term dedications covering substantially all of Antero Resources’ current and future acreage for gathering and compression services. Our gathering and compression operations are substantially dependent upon natural gas production from Antero Resources’ upstream activity in its areas of operation.
Gathering and processing revenues increased by 14%, from $706 million for the year ended December 31, 2022 to $805 million for the year ended December 31, 2023. Water handling revenues increased by 11%, from $214 million for the year ended December 31, 2022 to $237 million for the year ended December 31, 2023.
Water handling revenues decreased by 8%, from $237 million for the year ended December 31, 2023 to $217 million for the year ended December 31, 2024.
Gathering and processing direct operating expenses increased 26% from $ 76 million for the year ended December 31, 2022 to $96 million for the year ended December 31, 2023 primarily due to 12 compressor stations that were acquired during the fourth quarter of 2022 and increased heavy maintenance expense between periods.
Gathering and processing direct operating expenses increased by 8% from $ 96 million for the year ended December 31, 2023 to $103 million for the year ended December 31, 2024 primarily due to increased high pressure gathering and compression volumes between periods and our acquisition of two compressor stations and 48 miles of high pressure gathering lines during the second quarter of 2024.
We were in compliance with the applicable covenants and ratios as of December 31, 2023. See Note 8—Long-Term Debt to the consolidated financial statements for more information.
Any such repurchases will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved could be material. We were in compliance with all covenants and ratios applicable to our debt agreements as of December 31, 2023 and 2024. See Note 8—Long-Term Debt to our consolidated financial statements for additional information.
In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile.
In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, due to Antero Resources’ improved liquidity and leverage position as compared to historical levels, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices.
Fresh water delivery volumes increased between periods due to higher well completions by Antero Resources. Other fluid handling services revenue increased $12 million period over period primarily due to increased costs, partially due to inflationary pressures that impact our cost plus 3% and cost of service rates during the year ended December 31, 2023, and higher other fluid handling volumes of 1 MMBbl, or 3 MBbl/d, between periods.
Fresh water delivery volumes decreased between periods due to fewer wells serviced by our fresh water delivery system as a result of the timing of well completions by Antero Resources. Other fluid handling services revenue decreased $4 million period over period primarily due to decreased wastewater handling services and lower high rate transfer volumes during the year ended December 31, 2024, partially offset by higher blending cost of service fees between periods.
See Note 15—Contingencies to our consolidated financial statements for additional information. Equity-based compensation expenses.
See Note 8—Long-Term Debt to our consolidated financial statements for additional information.
Depreciation expense increased by 3% from $132 million for the year ended December 31, 2022 to $136 million for the year ended December 31, 2023.
See Note 10—Equity-Based Compensation to our consolidated financial statements for additional information. Depreciation expense. Depreciation expense increased by 3% from $136 million for the year ended December 31, 2023 to $140 million for the year ended December 31, 2024.
Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are calculated using the expected present value of future cash flows method.
If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements.
Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements. Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property and equipment.
Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property and equipment.
The increase in cash flows provided by operations between periods was primarily due to (i) higher revenues in the gathering and processing and water handling segments, (ii) higher distributions from unconsolidated affiliates and (iii) a $10 million tax refund received during the year ended December 31, 2023, partially offset by higher direct operating and interest expenses and changes in working capital between periods.
The increase in cash provided by operations between periods was primarily due to higher gathering and processing revenues and increased distributions from our equity method investments during the year ended December 31, 2024, partially offset by lower water handling revenues between periods. See “Item 7.
Financing Highlights Issuance of Senior Notes On January 16, 2024, we issued $600 million of 6.625% senior notes due February 1, 2032 (the “2032 Notes”) at par. The 2032 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.
See Note 8—Long-Term Debt to our consolidated financial statements for additional information. Issuance of Senior Notes On January 16, 2024, we issued $600 million of 6.625% senior notes due February 1, 2032 (the “2032 Notes”) at par.
See Note 11—Cash Dividends and Note 12—Equity and Net Income Per Common Share to our consolidated financial statements for additional information.
See Note 11—Cash Dividends and Note 12—Equity and Net Income Per Common Share to our consolidated financial statements for additional information. We expect our future cash requirements relating to working capital, capital expenditures, acquisitions and quarterly cash dividends to our stockholders will be funded from cash flows internally generated from our operations or borrowings under the Credit Facility.
The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice. Market Conditions and Business Trends Commodity Markets Prices for natural gas, NGLs and oil decreased significantly during the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Market Conditions and Business Trends Commodity Markets Benchmark prices for natural gas decreased significantly, while benchmark prices for oil remained relatively consistent and NGLs increased during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Water handling direct operating expenses increased by 13% , from $ 104 million for the year ended December 31, 2022 to $117 million for the year ended December 31, 2023 primarily due to higher wastewater trucking expenses, an increased number of locations connected to our water blending system and higher fresh water volumes between periods.
Water handling direct operating expenses decreased by 2% , from $ 117 million for the year ended December 31, 2023 to $115 million for the year ended December 31, 2024 primarily due to decreased fresh water and other fluid handling volumes between periods, partially offset by increased pipeline maintenance, repair and monitoring activities. General and administrative (excluding equity-based compensation) expenses.
We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, open market purchases, privately negotiated transactions or otherwise. Any such repurchases will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved could be material.
Additionally, we monitor our existing assets and look for opportunities to reuse or otherwise repurpose assets in an effort to optimize our capital efficiency. Debt Agreements We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, open market purchases, privately negotiated transactions or otherwise.
Equity-based compensation expenses increased by 61% from $20 million for the year ended December 31, 2022 to $32 million for the year ended December 31, 2023 primarily due to an increase in the annual equity awards granted during the years ended December 31, 2022 and 2023 as compared to prior years, which were temporarily and significantly reduced during 2020 and supplemented by our cash awards program.
Equity-based compensation expenses increased by 40% from $32 million for the year ended December 31, 2023 to $44 million for the year ended December 31, 2024 primarily due to annual equity-based awards granted during the first quarter of 2024. Our equity-based awards vest over three or four year service periods.
Interest expense increased by 14%, from $190 million for the year ended December 31, 2022 to $217 million for the year ended December 31, 2023 primarily due to increased interest rates on our Credit Facility due to higher benchmark rates during the year ended December 31, 2023 and higher average borrowings on our Credit Facility between periods as a result of our asset acquisitions during the fourth quarter of 2022.
Interest expense decreased by 5%, from $217 million for the year ended December 31, 2023 to $207 million for the year ended December 31, 2024 primarily due to lower Credit Facility borrowings between periods and the repurchase and redemption of $550 million principal amount of the 2026 Notes during the year ended December 31, 2024, partially offset by the issuance of $600 million principal amount of 2032 Notes during the year ended December 31, 2024.
Net cash flows used in investing activities decreased by $311 million from $494 million for the year ended December 31, 2022 to $183 million for the year ended December 31, 2023 primarily due to decreased asset acquisitions of $217 million and capital spending for our gathering systems and facilities, water handling systems and other assets of $115 million, partially offset by decreased return of investment in the Joint Venture of $17 million and asset sale proceeds of $5 million during the year ended December 31, 2022.
The increase in cash used in investing activities between periods was primarily due to our acquisition of gathering and compression assets during the second quarter of 2024 of $70 million, before closing adjustments, and increased capital spending for our gathering systems and facilities of $12 million, partially offset by decreased capital spending for our water handling systems of $23 million between periods.
The increase in cash flows used in financing activities between periods was primarily due to net repayments on our Credit Facility of $152 million during the year ended December 31, 2023, as compared to net borrowings on our Credit Facility of $235 million during the year ended December 31, 2022.
The increase in cash used in financing activities between periods was primarily due to our repurchases and redemption of the 2026 Notes of $561 million, repurchases of approximately 2 million shares of our common stock for $29 million and payments for the 2032 Notes and New Credit Facility deferred financing costs of $13 million during the year ended December 31, 2024, partially offset by the issuance of the 2032 Notes of $600 million during the year ended December 31, 2024.
Removed
However, due to Antero Resources’ improved liquidity and leverage position as compared to historical levels, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices. 45 ​ Table of Contents Growth Incentive Fee Program with Antero Resources Our 2019 gathering and compression agreement with Antero Resources included a growth incentive fee program whereby we agreed to provide quarterly fee rebates to Antero Resources through December 31, 2023, contingent upon Antero Resources achieving volumetric growth targets on low pressure gathering.
Added
Asset Acquisition On May 1, 2024, we acquired certain Marcellus gas gathering and compression assets from Summit for $70 million in cash, before closing adjustments, with an effective date of April 1, 2024. This acquisition was funded with our operating cash flow.

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Other AM 10-K year-over-year comparisons