Equity-Based Compensation

3 Months Ended

Mar. 31, 2015

Equity-Based Compensation

Equity-based Compensation

(5)Equity-Based Compensation

Our general and administrative expenses include equity-based compensation costs allocated to us by Antero for grants made pursuant to: (i) the Antero Resources Corporation Long‑Term Incentive Plan (the “Antero LTIP”) (ii) profits interests awards valued in connection with the Antero reorganization pursuant to its initial public offering of common stock, which closed on October 16, 2013, and (iii) the Midstream LTIP.  Equity‑based compensation expense allocated to us was $1.3 million and $4.6 million for the three months ended March 31, 2014 and 2015, respectively. These expenses were allocated to us based on our proportionate share of Antero’s direct labor costs. Antero has unamortized expense totaling approximately $183 million as of March 31, 2015 related to its various equity-based compensation plans and the Midstream LTIP. A portion of this will be allocated to us as it is amortized over the remaining service period of the related awards.

Midstream LTIP

Our general partner manages our operations and activities and its affiliate (Antero) employs the personnel who provide support to our operations. In connection with the IPO, our general partner adopted the Midstream LTIP, pursuant to which non‑employee directors of our general partner and certain officers, employees and consultants of our general partner and its affiliates are eligible to receive awards. On November 12, 2014, approximately 20,000 restricted units and 2,361,440 phantom units were granted under the Midstream LTIP to Antero’s employees and officers, and to non-employee directors of our general partner.  The restricted units and phantom units vest subject to the satisfaction of service requirements, upon the completion of which common units in the Partnership are delivered to the holder of the restricted units or phantom units. Compensation related to each restricted unit and phantom unit award is recognized on a straight-line basis over the requisite service period of the entire award.  The grant date fair values of these awards are determined based on the closing price of the Partnership’s common units on the date of grant. These units are accounted for as if they are distributed by the Partnership to Antero. Antero recognizes compensation expense for the units awarded and a portion of that expense is allocated to us. Antero allocates equity-based compensation expense to us based our proportionate share of Antero’s direct labor costs. Our portion of the equity-based compensation expense is included in general and administrative expenses.

A summary of restricted unit and phantom unit awards activity during the three months ended March 31, 2015 is as follows:

	Number of units	Weighted average grant date fair value		Aggregate intrinsic value (in thousands)
Total awarded and unvested, December 31, 2014	2,381,440	$	29.00	$	65,490
Granted	—	$	—
Vested	—	$	—
Forfeited	(21,940)	$	29.00
Total awarded and unvested, March 31, 2015	2,359,500	$	29.00	$	57,076

Intrinsic values are based on the closing price of the Partnership’s common units on the referenced dates.  Unamortized expense of $62 million at March 31, 2015 is expected to be recognized by Antero over a weighted average period of approximately 3.6 years. A proportionate share of the expense will be allocated to us as it is recognized by Antero.