Greetings and welcome to the Antero Midstream Fourth Quarter 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. Please note that this conference is being recorded. I'll now turn the conference over to our host, Michael Kennedy, Senior Vice President, Finance and Chief Financial Officer. Thank you, sir. You may begin.

Thank you for joining us for Antero Midstream's fourth quarter 2020 investor conference call. We'll spend a few minutes going through the financial and operating highlights and then we'll open it up for Q&A. I would also like to direct you to the homepage of our website at www.anteromidstream.com where we have provided a separate earnings call presentation that will be reviewed during today's call. Before we start our comments, I would first like to remind you that during this call Antero management will make forward-looking statements. Such statements are based on our current judgments regarding factors that will impact the future performance of Antero Resources and Antero Midstream and are subject to a number of risks and uncertainties many of which are beyond Antero's control. Actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Today's call may also contain certain non-GAAP financial measures. Please refer to our earnings press release for important disclosures regarding such measures including reconciliations to the most comparable GAAP financial measures. Joining me on the call today are Paul Rady, Chairman and CEO of Antero Resources and Antero Midstream; and Glen Warren, President and CFO of Antero Resources and President of Antero Midstream. With that, I'll turn the call over to Paul.

Thanks Mike. I'd like to start by discussing the significant steps; AR has taken to improve the balance sheet and senior note term structure on Slide number 3. Since embarking on the asset sale program just over a year-ago, AR has successfully executed on $751 million of assets sales, which allowed us to access the senior unsecured market several times in 2020 and 2021, raising $1.5 billion in proceeds. Antero has also raised $1.1 billion of committed capital through the creative financings, which included a volumetric production payment and overriding royalty transaction and now a drilling partnership. This level of counterparty support is a strong endorsement of Antero's assets and operations. These proactive steps allowed AR to eliminate approximately $2.3 billion of near-term maturities. As depicted on the slide, AR has completely eliminated its 2021 and 2022 maturities through a combination of open market purchases and early redemptions. Looking forward, AR expects to generate over $1.5 billion of cumulative free cash flow through 2025, to repay long-term maturities in addition to the ability to access the senior unsecured markets to refinance. In summary, we've made tremendous strides to improve the financial strength of AR and right size the balance sheet and maturity schedule. Now let's turn to Slide number 4 to discuss AR's formation of a drilling partnership. Under the agreement, QL Capital, an affiliate of Quantum Energy Partners will fund 20% of drilling and completion capital in 2021 and between 15% and 20% of total drilling and completion capital in 2022 through 2024 in exchange for a proportionate working interest percentage in each well spud. QL will participate in every well that Antero drills in the Appalachian Basin over the next four years, starting with wells that spud as of this last January 1, this year. As you can…

Thanks, Paul. I'll begin my AM comments with fourth quarter operational results beginning on Slide number 8 titled year-over-year Midstream Throughput. Starting in the top left portion of the page, low pressure gathering volumes were 3.1 BCF per day in the fourth quarter, which represents a 16% increase from the prior-year quarter and flat sequentially. Compression volumes during the quarter averaged 2.9 BCF per day, an 18% increase compared to the prior-year. Our 50:50 joint venture gross processing volumes averaged 1.5 BCF per day, a 26% increase compared to the prior-year quarter. Processing capacity was over 100% utilized during the fourth quarter. JV gross fractionation volumes averaged 40,000 barrels per day, a 22% increase from the prior-year. JV fractionation capacity was 100% utilized during the quarter. Throughput volumes were ahead of expectations due to the acceleration of well turning lines and outperformance of recent pads turned to sales. Freshwater delivery volumes averaged 43,000 barrels per day, a 71% decrease from the prior-year quarter driven by lower completion activity by Antero Resources as expected. Before moving on to our full-year 2020 achievements I wanted to briefly touch on our balance sheet and liquidity. As of December 31, 2020, Antero Midstream has $613 million drawn on its $2.13 billion revolving credit facility, resulting in approximately $1.5 billion of liquidity. And total debt and leverage were both flat for third consecutive quarter at $3.1 billion and 3.7 times respectively. Now let's move on to the full-year 2020 achievements on Slide number 9. Adjusted EBITDA for the full-year 2020 was $850 million, a 3% increase year-over-year and $10 million above the mid-point of our guidance. Capital expenditures were $207 million, a 68% decrease year-over-year and in line with guidance. AM's EBITDA growth and declining capital generated the company record $498 million of free cash…

Thank you. At this time, we'll be conducting a question-and-answer session. [Operator Instructions]. Our first question comes from Shneur Gershuni with UBS. Please state your question.

Hi, good afternoon, everyone. Just wondering if we can start-off with a decision around the dividend reduction. I'm just wondering if you can walk us through the different scenarios that you shared with the board and how you arrived at the level that you cut it to. I think we fully appreciate the prudent nature of not borrowing to fund CapEx and dividends. But the level seems kind of surgical, was the goal to just sort of sit there and say I need to cover the CapEx for this year. But we don't want to cut it too much because you're comfortable with where leverage is headed. Alternatively, why not just cut it 50% or more to sort of get your goals faster? Just I'm kind of curious if you can walk us through the decision making process and what different considerations you've thought about in terms of the choice level?

Yes, thanks. The board of course considered every alternative and you stated, I mean the plan at the end of the day was to set the dividends such that we have ultimately positive free cash flow after payment of dividends and capital. So we have a bit of a surge in capital for the next couple of years because it's a drilling partnership. But that ends up spitting out $100 million -- another $100 million or so of EBITDA down the road, if you get three, four years down the road once you drill that out. So it's a very profitable venture for AM, so it made a lot of sense. So recalibrate, we're already well positioned at 3.7 times leverage, didn't feel the need to drive it down overnight by slashing the dividend. I mean we want to take care of our shareholders and distribute an appropriate amount. And we felt like this is the right calibration for us for the next couple of years anyway. And then, if you model this out, once you get back into a strong free cash flow position, there is room for more return of capital when you get further out, while at the same time delever it. So we thought it was a sweet spot that $0.90 was the right place to be.

Okay. And you talk about being at a point where you can actually buy back shares at some point in the future return capital, I think was the word you chose. Given the fact your stock is obviously trading down significantly today. I mean, do you sort of sit there and sort of oscillate between potentially buying back shares in the interim as well also? Or is it -- is the stage right now, you're sort of like following the reallocation plan and not looking at the shares as opportunistic at these levels?

No, we'll always be opportunistic. And, we have been in the past. We bought back I think was 30 million shares at just under $5, $4.80 over the past couple of years. So we will be opportunistic, and that's paid-off very well, right. So I wouldn't be surprised to see us buy back shares, if the shares aren't performing like we think that they should. So that's the reason we extended that plan. And then it's a $300 million plan of which we -- repurchase plan, of which we've already utilized $150 of that, so we have $150 million to go. So that is a live plan. It's out there.

Okay. And then maybe a quick follow-up question, on Slide 12, you talked about you're targeting an ROIC of 15% to 17%. What are the chances, odds, probabilities, however you want to characterize it, that there's another drilling partnership down the road that AR does, and we get like an incremental $65 million up in CapEx. Like do we have to concern ourselves about the potential that the dividend is almost becoming variable in nature that you would have to fund it again to achieve this, you had that incremental step-up? Or is it the fact that AR is now filling its capacity or the fixed capacities that it has and you're kind of drilling up to that point, and you don't see AR potentially expanding above that that would require AM to spend more capital?

Well, number one, it's not a variable dividend. And it was like I said in the sweet spot, on the -- at the lowest level, in terms of from here, we think it's just upside, in terms of variability; we'll be increasing the dividend over time. But AR if you followed AR, this was a one-time deal to fill-up firm transportation. So I don't see another drilling partnership in AR's future, it was a -- it's one-off to address a concern or sort of a burden on AR to continue to pay for unutilized firm transportation, and not fill that because of it's need to stay at maintenance capital, that's what the market wants these days. So it was a good way to address the markets stay at maintenance level capital, flat production for AR, and to fill that with a wedge of third-party participation in production. So no I would consider that as a one-off transaction.

Yes, and I'd also add, I don't know that we're concerned, the actual drilling JV is adding an incremental $200 million of free cash flow over the five years,. We're investing in projects that have very high rates of return. And then ultimately, it's about $100 million of additional EBITDA on an annual basis in year three and out. So it's a very attractive opportunity for AM and we're very happy that AR entered into this drilling JV.

So, I'll just say, in the top matrix, right, because you actually have growth not many chambers have growth out there. And we're looking at call it 3% of your EBITDA growth leverage very manageable 3.7 and going down over time, free cash flow positive. So it really checks all the boxes.

Yes, I totally get it. I -- it was just we're trying to understand, how to be thinking about all the different, almost like putting it on a Bayesian tree of how you're thinking about it. So some conclusion here is it's basically surgical in nature, you were targeting something specific. And there is -- there was no reason to consider a larger tide or the fact that there could be a scenario down the road that would result in another tide given the commodity environment that we see today. Is that kind of a fair recap or paraphrase?

Yes, I think that's exciting, that's well said absolutely.

Okay, perfect. Thank you very much, guys. Appreciate the color and stay safe.

Thank you, Shneur.

Thank you. Our next question comes from Jeremy Tonet with JPMorgan. Please state your question.

Hey, good morning, guys. This is James on for Jeremy. Just following-up with Shneur’s questions he asked, just doing the math on the savings from the dividend reduction this year taking out the incremental CapEx, you still have about call it $90 million to $100 million of savings. Do you expect that to all go back to paying down debt and do you expect that the 3.7 leverage that you guys ended 2020 at to kind of remain flat for 2021?

Actually it ticked down a little bit. But yes, those amounts that would have been pay dividend, we pay down debt also may have some amounts for allocation for repurchase of shares that was opportunistic.

Okay, fair enough. And just a second question, if you can remind us when you expect to become a cash tax payer, and within the guidance for free cash flow through 2025, is there any consideration for cash taxes to that?

Yes, we're not a cash taxpayer over that five-year period.

Our next question comes from John MacKay from Goldman Sachs. Please state your question.

Hey, thanks for your time. I just wanted to follow-up, appreciate longer-term outlook for free cash flow and EBITDA. Just wondering, can you talk a little bit about maybe the risks to those numbers, either to the upside, or the downside? Thank you.

Well, I think you can look at AM historically, right. I mean, it has been steadfast in terms of its capital spending, and the generation of returns. And these are the same types of projects that we've been doing. It's just accelerating projects; whether it's compression, or LP gathering, or HP gathering, water, et cetera. So it's the same type of projects that we've been doing, we're just pulling them forward. So we feel very good about that in terms of returns and lack of variability or variance in the outlook.

Just outside AR, just saw the near-term maturities or leverage is coming down way below two times debt to EBITDA by year-end, and there is already a maintenance capital program for them. So I think there's not much downside from those -- from that in drilling partnership. So and continually, as you saw this year and years past, speaks on volumes as AR as well, performed very well.

That's fair, thank you. Maybe my follow-up will be on that, that last point seems like AR probably mostly done with kind of liquidity management steps right now. Any new thoughts on that remaining AM stake and what they might want to do with that?

AR continues to enjoy that hour shift at stake the dividend stream, so no, no real change there. I mean, AR is generating so much cash, free cash flow this year and going forward at the current strip, even a backward aided [ph] strip that there's no need to sell any AM shares.

Thank you. [Operator Instructions]. Our next question comes from Chris Tillett with Barclays. Please state your questions.

Hey guys, good afternoon. I appreciate the comments there on the not being any cash tax in the forecast. But are you able to share even broadly speaking, sort of when you do expect to start paying cash taxes?

Yes, no, we don't have that here. It's not in any of our forecasts. And they go out six, seven years, so it's not in that timeframe.

Okay. And then, maybe as a follow-up to what I believe Shneur was asking, looking through the AR slides, it looks like, they kind of hit max FT capacity in that 2025 timeframe. And so if I marry that with kind of what you guys said about, not really anticipating further drilling partnerships or ramps in CapEx, should we be viewing that era as sort of peak production from a Midstream standpoint or kind of what would you envision would be next for the Midstream beyond that?

No, I don't think so. At some point, especially with higher prices, you'll see companies like Antero go back to some growth, at least in the single-digit range. So I would read that as driven strictly by the FT. And then also the drilling partnership, it drills and completes last completions will be early year 2025. And after that the drilling partnership will be done. So those volumes will start to decline on that side. So there'll be some FT available for AR growth there, if you follow what I'm saying so and we don't have to match our production exactly to FT. I mean there are local markets that serve in our basis just to avoid being dependent on the local markets, but there's room to grow. And by then I think you're going to see some real inventory fatigue. And that was the purpose of one of the slides that we put out today. As I mentioned, on the AR call, if you're completing 1,000 wells a day in the Southwest Marcellus, in Ohio, Utica combined then we're not quite at that rate today. But I think with commodity prices, where they are, you're going to see some uptick in rigs and we'll be adding on because the drilling partnership, but you're really only looking at five or six years of the best premium inventory in that area. So, at some points, you'll need higher prices in all that, but you likely will also see some capacity going back to the market for operators like us who still have plenty of premium inventory.

Okay. So I guess not necessarily a ton of concern about pipeline constraints at that point in time?

That's right. I wouldn't read too much into that FT chart in terms of growth, that doesn't mean it doesn't hamper our growth at AR.

Okay. Okay. And then final question for me, just on the water side, can you share sort of what your latest usage assumptions are for well completions, and then kind of how long you expect to run those 30,000 foot laterals?

Yes, we do have a bounty, just a long inventory of 30,000 foot laterals that benefit; you've seen it on the maps of our acreage being so contiguous. And where we control it in terms of being the operator with nearly or almost always 100% working interest.

35 barrels of water per foot.

Right is our current formula. We're doing ballast to dry it up a little bit, but 35 barrels a foot is the standard mix right now.

Okay. And I guess maybe more of what I was getting at is, is there any risk to either of those numbers starting to creep down in the next 12 to 24 months?

Not materially.

It will be the entire, in terms of lateral length; entire five year plan average is 13,100 feet. So, we've got long laterals as far as you can see and with our land efforts, we continue to add on to laterals that are in the plan six, seven, whatever that are shorter. We continue to add to that and grow those, if you will. So that's where we'll be for quite some time.

Yes, the 35 barrels of water per foot is our standard completion.

Our next question comes from Ned Baramov with Wells Fargo. Please state your question.

Hey, thanks for taking the questions. Based on the current production plan, do you expect to offer any low pressure gathering fee rebates to AR in 2021? And then also, does the incentive fee agreement that you have in place, are there any thoughts on potentially extending the term of that, I know that it goes through 2023 currently?

Yes, your question on the fees. We've got a slide in the AR presentation that outlines the current forecast and there are no fee rebates in 2021 but they do achieve them in 2022 and 2023. So there's a schematic out there and it does expire in 2023.

Okay, got it. And then maybe can you talk about the cadence of the remaining $110 million of growth CapEx associated with AR's drilling partnership that's expected in the period 2022 through 2025?

Yes, the majority of it is 2022 and then a little bit in 2023. So the mid-point of this year’s guidance $250 million now you can kind of think of 2022 it will be a little bit higher than that maybe $275 million to $300 million and then 2023 and beyond steps back to $200 million and below, returns below $200 million in that 2024 timeframe and beyond.

Thank you. That's all the time we have for questions today. I'll now turn it back to management for closing remarks. Thank you.

I'd like to thank everyone for participating on our conference call today. If you have any further questions, please feel free to reach out to us. Thanks again.

Thank you. This concludes today's conference. All parties may disconnect. Have a great day.