ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Results of Operations and Financial Condition

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ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Results of Operations and Financial Condition

Item2.02 Results of Operations and Financial
Condition.

Preliminary First Quarter 2017 Results

On April24, 2017, Antero Midstream Partners LP (the Partnership)
disclosed the following preliminary unaudited financial results
for the three months ended March31, 2017. The information
presented below is based upon information available to the
Partnership as of April24, 2017 and is not a comprehensive
statement of the Partnerships financial results. These are
preliminary non-reviewed unaudited financial results. The
Partnerships completed results to be reported for the three
months ended March31, 2017 may differ materially from this
preliminary data. During the course of the preparation of the
Partnerships combined consolidated financial statements and
related notes to be included in the Partnerships Quarterly Report
on Form10-Q for the three months ended March31, 2017, additional
adjustments to the preliminary financial information presented
below may be identified. Any such adjustments may be material.

Based on preliminary analysis of the financial results for the
three months ended March31, 2017, the Partnership expects net
income to be between $73 million and $77 million and Adjusted
EBITDA to be between $114 million and $124 million, respectively.

The following reconciles net income to Adjusted EBITDA based on
these preliminary financial results for the three months ended
March31, 2017:

ReconciliationofNetIncometoAdjustedEBITDA

ThreeMonthsEnded March31,2017

(Dollarsinthousands):

Low

High

Net Income

$

73,000

77,000

Interest expense

8,000

10,000

Depreciation expense

26,000

29,000

Accretion of contingent acquisition consideration

3,000

4,000

Equity-based compensation expense

6,000

7,000

Equity in earnings of unconsolidated affiliates

(2,000

)

(3,000

)

Distributions from unconsolidated affiliates(1)

Adjusted EBITDA

$

114,000

124,000

(1)The Partnership does not estimate distributions from
unconsolidated affiliates related to Stonewall Gathering LLC and
the joint venture with MarkWest Energy Partners, L.P., a wholly
owned subsidiary of MPLX, LP, to be received in the first quarter
of 2017 due to the timing of the declaration of the distributions
for first quarter operational results. The Partnership estimates
distributions from unconsolidated affiliates for the year-ended
December31, 2017 to be approximately $18 million to $22 million
consistent with previously provided 2017 guidance.

The Partnership views Adjusted EBITDA as an important indicator
of the Partnerships performance. The Partnership defines Adjusted
EBITDA as net income before equity-based compensation expense,
interest expense, depreciation expense, accretion of contingent
acquisition consideration, excluding equity in earnings of
unconsolidated affiliates, and including distributions from
unconsolidated affiliates.

The Partnership uses Adjusted EBITDA to assess:

the financial performance of the Partnerships assets, without
regard to financing methods in the case of Adjusted EBITDA,
capital structure or historical cost basis;

the Partnerships operating performance and return on capital as
compared to other publicly traded partnerships in the midstream
energy sector, without regard to financing or capital structure;
and

the viability of acquisitions and other capital expenditure
projects.

Adjusted EBITDA is a non-GAAP financial measure. The GAAP
measure most directly comparable to Adjusted EBITDA is net
income. The non-GAAP financial measure of Adjusted EBITDA
should not be considered as an alternative to the GAAP measure
of net income. Adjusted EBITDA is not a presentation made in
accordance with GAAP and has important limitations as an
analytical tool because it includes some, but not all, items
that affect net income. You should not consider Adjusted EBITDA
in isolation or as a substitute for analyses of results as
reported under GAAP. The Partnerships definition of Adjusted
EBITDA may not be comparable to similarly titled measures of
other partnerships.

The information furnished to this Item 2.02 shall not be deemed
to be filed for the purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and will
not be incorporated by reference into any filing under the
Exchange Act or the Securities Act of 1933, as amended (the
Securities Act), unless specifically identified therein as
being incorporated therein by reference.


About ANTERO MIDSTREAM PARTNERS LP (NYSE:AM)

Antero Midstream Partners LP is a limited partnership formed by Antero Resources Corporation (Antero) to own, operate and develop midstream energy assets to service Antero’s production. The Company operates in two segments: gathering and compression, and water handling and treatment. The gathering and compression segment includes a network of gathering pipelines and compressor stations that collect natural gas, natural gas liquids (NGLs) and oil from Antero’s wells in the Marcellus Shale in West Virginia and the Utica Shale in Ohio. Its water handling and treatment segment includes over two independent fresh water distribution systems that source and deliver fresh water from the Ohio River, regional waterways, and waste water services for well completion operations. These fresh water systems consist of permanent buried pipelines, surface pipelines and fresh water storage facilitates, as well as pumping stations and impoundments to transport the fresh water throughout the pipelines.

ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Recent Trading Information

ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) closed its last trading session down -0.12 at 32.55 with 200,883 shares trading hands.