Greetings, and welcome to the Antero Midstream Second Quarter 2021 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Brendan Krueger, CFO of Antero Midstream. Thank you. You may begin.

Thank you, operator. Thank you for joining us for Antero Midstream's Second Quarter 2021 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 Michael Kennedy, CFO of Antero Resources; and Director at Antero Midstream. With that, I'll turn the call over to Paul.

Thanks, Brendan. I'll start on Slide #3, highlighting the continued improvement in the financial strength of Antero Midstream's primary customer Antero Resources. Antero Resources, or AR has paid down almost $600 million of debt year-to-date and has reduced its leverage by almost 1.5 to 1.7x, achieving its leverage target of 2.0x, well ahead of schedule. This resulted in an undrawn revolving credit facility and $1.9 billion of liquidity as detailed on the right-hand side of the page. As we mentioned this morning on the Antero Resources call, AR is targeting over $750 million of free cash flow in each of 2021 and 2022, assuming current strip prices. This level of free cash flow, strong balance sheet and flexible liquidity position collectively provide protection against a downside price scenario and further derisks the long-term growth outlook for Antero Midstream. Now let's turn to Slide #4, which illustrates the benefits of AR's firm transportation portfolio on throughput certainty for AM. The green line on the chart illustrates AR's historical gas price differential to NYMEX, and the red line illustrates the Appalachian differentials. As you can see, AR's FT portfolio has generated a premium to NYMEX and significantly reduced realized pricing volatility over the last several years. This provides AM with consistent volume and cash flow assurance as AR does not need to shut in volumes when Appalachia basis blows out, like many of its peers have to. This gives Antero Midstream an additional level of protection as we begin construction on additional infrastructure supporting AR and the drilling partnership. In addition, this competitive advantage resulted in AR generating price realizations that were $0.90 an Mcf better than in-basin Appalachian pricing, which was $0.72 an Mcf behind NYMEX. These attractive price realizations further support drilling economics that underpin the volume growth and returns…

Thanks, Paul. I'll begin my comments with second quarter operational results at AM, beginning on Slide 6, titled Year-Over-Year Midstream Throughput Growth. Starting in the top left portion of the page, low-pressure gathering volumes were just under 2.9 Bcf a day in the second quarter, which represents a 1% increase from the prior year quarter. As we look ahead to the third quarter, we expect AR to be slightly above the LP earn-out threshold of 2.9 Bcf a day, driven by the continued outperformance of AR's wells. Compression volumes during the quarter averaged 2.7 Bcf a day, a 1% increase compared to the prior year quarter. Our 50-50 joint venture gross processing volumes averaged just over 1.4 Bcf a day, a 3% increase compared to the prior year quarter. And our gross fractionation volumes averaged 38,000 barrels a day, a 165% increase year-over-year. As you may have seen, we did experience a few days of downtime at Sherwood at the end of the second quarter and into the third quarter due to a shutdown downstream of the facility. We do not expect this to have a material impact on our volumetric or guidance outlook as we incorporate sufficient risking in our forecast. Freshwater delivery volumes averaged 104,000 barrels a day, a 2% increase from the prior year quarter. Adjusted EBITDA for the quarter was $225 million, a 12% increase year-over-year. Capital expenditures during the quarter were $71 million. Consistent with our comments on the first quarter call, we expect to invest roughly 2/3 of our 2021 capital budget of $240 million to $260 million in the second quarter and third quarter combined as we build out the infrastructure supporting the drilling partnership. This results in expected third quarter capital of approximately $90 million to $100 million. And from there, we…

[Operator Instructions] Our first questions come from the line of Brian Reynolds with UBS.

Starting off with guidance. Just wondering if you can provide some color around the drivers towards the upper and lower end of the EBITDA guidance range. It seems just annualized in the first half of '21, it seems we're at the high end of the range. I'm curious if you could share some thoughts around second half expectations.

Yes, Brian, I'll take that one. Overall, as we put the guidance range together, it was a function of looking at the full year and potential fee rebates was 1 of the items that could go either way, as you saw in the second quarter. So the range provides a nice range in terms of where you could end up on that fee rebate perspective. The other components are, of course, we risk for production. I think as I mentioned in my remarks, AR's wells continue to outperform. So from a throughput perspective, we continue to see strong results at the AM side of things. As we look into the second half, I think we feel good about the range still with water, in particular we put on about 41 wells in the first half of the year, our guidance of 70 to be serviced throughout the year. So you have service more than half of that, which leads to lower water volumes in the second half of the year as we look forward. So that's the big driver in terms of where -- why we feel good about where we're at, even though we were ahead to start the year. We do expect some pullback from the water volumes just due to the cadence of the year.

Great. Lastly, are there any updates on the lawsuit against Veolia Water Technologies. I know there's a pending court case in January. But I was wondering if there's any signpost that we can be tracking or if this could ultimately be resolved outside of the court.

Yes. There's no material update at this time. I think, as you saw disclosed in our 10-Q, the trial is set to begin in early 2022, which is a slight pushback from the original scheduled date just due to some COVID delays in the courts. But otherwise, no update there.

Our next questions come from the line of Jeremy Tonet with JPMorgan.

This is James on for Jeremy. Just going back to the rebate you guys mentioned, I think you guys mentioned in your prepared remarks that you expect to hit the threshold in 3Q. Just going forward, looking at 2022, especially with strong NGL prices if Antero Resources returns to growth. How have you guys budgeted that into your longer-term forecast that you guys laid out during fourth quarter of last year with your guidance through 2025?

Yes. So as we look ahead, I think we did provide some color there. With the drilling partnership, AR is still on the maintenance capital plan, that's AR. The drilling partnership does add growth from a gross volume perspective. So as we look out to 2022, we'd expect to hit 3 or 4 of those fee rebates as currently planned and then 2023, just given the growth we'd expect to hit all 4. And it will depend on where that growth is in terms of whether you hit different thresholds of the rebates, but would expect to hit all 4 of those fee rebates in 2023.

Got it. That's very helpful. I appreciate the color there. And then last question for me. You mentioned the additional build out, I think, of stations next year. Just wondering on the CapEx front, if you guys can ballpark kind of a range for next year, especially again, as it kind of pertains to kind of longer-term free cash flow guidance and how much those stations might cost?

Yes. I think Mike mentioned, I think on the first quarter call, I think we're still in that $275 million to $300 million for next year. And then you'd see, I think, as we talked about, we expect to be free cash flow neutral for the most part in '21 and '22. And that $500 million of free cash flow after dividends is really '23, '24, '25 and that's where you see capital come down from that $275 million to $300 million more to the $200 million in lower levels after that.

Our next questions come from the line of Kyle May with Capital One Securities.

A couple of questions on the water side. In the release, you mentioned OpEx was lower due to water blending operations. Just curious, if you can talk more about what Antero is doing, if you've made any changes there and if there's any further cost savings that you can realize?

Yes. I think overall, just on the AR side, it's driven by just continued efficiencies on the water side, piping to our blending facilities and overall timing and cadence of the development plan, the AR level. So continue to see lower cost on LOE at AR, which is driving down the OpEx on the AM side related to that water blending operations.

Okay. Got it. That makes sense. And then also, have you made any changes to the amount of fresh water that's used in the wells? Or do you anticipate any changes there?

No. So we're still at 36 barrels a foot. I think we were flat on volumes quarter-over-quarter, and we had less wells serviced. I think some of the disconnect was just we had wells that were being serviced at the end of the first quarter that were counted in those wells serviced in the first quarter but most of that water showed up in the second quarter. So it was about 20 wells serviced in each quarter if you think about the amount of water being used per well, but there's a little bit of disconnect in terms of timing there.

Our next questions come from the line of John Mackay with Goldman Sachs.

Just wanted to ask 1 quickly on the Sherwood outage. I know you said there was enough kind of flexibility in the guidance, which is why you didn't change numbers. But since AR called it out specifically, can we think about a similar volume impact for you guys in the third quarter as AR called out?

Yes, I think that's fair. So if you run the math on that volume impact, it'd be about $6 million to $7 million on an isolated basis. Again, I think with the risking that we provide and the outperformance we've seen, we still feel very good about the range we have of $840 million to $880 million for the EBITDA range.

Okay. Great. And then I guess we talked -- you guys talked about it a little bit already. But just on the drilling partnership, I think we saw AR at a rig back into the Utica. Just curious if everything in terms of timing is in line there with as you guys talked about beginning of the year? And then just wanted to clarify, too -- and I think you said it before. But on the 2 new compressor stations, you talked about adding next year that those were included in the kind of long-term drilling program affiliated CapEx through '25, right?

Yes, that's correct. So to your first question, overall drilling partnership is going well as planned. Nothing to note on that front in line with what we've provided publicly. And then those compressor stations, we were just calling out more details around those, but those are in line with the long-term guidance that we called out earlier this year in our guidance and long-term targets.

Our next questions come from the line of Sunil Sibal with Seaport Global Securities.

Thanks for all the clarity on the call. So just starting off on the Smithburg start-up. Could you remind us if that plant is fully dedicated to Antero? Or are there any third-party volumes in that plant?

No, that's fully dedicated to Antero.

Okay. Then a little bit of a broader question on capital allocation or capital strategy. When you laid out the strategy at the end of last year, since then it seems like the high-yield markets have improved quite a bit. Obviously, you've kind of refinanced some debt. Was kind of curious considering that the credit spreads are so much tighter now. Is there any rethink on your part in terms of the capital allocation strategy? Whether is it just paying down debt versus any incremental cash being used towards other users. Obviously, you have the share buyback program open too.

No. I think overall, certainly nice to see the improvement in capital markets. From the AM perspective, we had just over $500 million drawn on the credit facility. At the end of the quarter we expect to generate, as mentioned, $500 million in free cash flow. So it's nice to have some borrowings on the facility to be able to pay down over time. And as we get to that 3x leverage target, we'll look at other potential return of capital, but still focused on continuing to get down to lower leverage levels on the AM side of things.

Our next questions come from the line of Gregg Brody with Bank of America.

I know this is the AM call, but this is slightly related to AR. Just the -- in the past, you've said AR, AM makes sense separate. And I think that's still the case. I'm curious what you've -- what you think about on the AR call, you were asked about what you would do with all the free cash flow once you get to your leverage target. Is it possible that AR would buy more of AM, is the amount -- that AM -- that AR is with AM in the right amount today. And could you also sort of lead that conversation into how you're thinking about M&A right now?

Yes. No, there's no thoughts around increasing or decreasing our AR position in AM. We own -- AR owns 30% of AM and sees that as an appropriate level. As you heard on the AR call, really, we're just trying to delever AR with the free cash flow and then evaluate return of capital there. AM with its free cash flow will be delevered down to 3x and then evaluate its return of capital there. From an M&A standpoint, really, it's hard for M&A to compete. Like we mentioned, we have growth at AM 3% to 4%. The return on invested capital is in the mid-teens. That's a risk-adjusted return on invested capital. We know exactly when the projects are coming on just in time. There's no speculative capital. So very hard for M&A to compete. And with AR's drilling partnership, we kind of view that as the M&A. We are getting third-party volumes there and have that growth. And I think we only want a handful of midstream companies with growth and highly visible growth at that. So no real need for M&A.

Thank you. There are no further questions at this time. I'd like to hand the call back over to Brendan Krueger for any closing comments.

Yes. Thank you for everybody for joining today's call, and please reach out with any further questions. Thanks.

Thank you. That does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time.