What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-17 compared with 2020-02-12 · 47 added, 61 removed, 126 unchanged (46% of the section changed)

5 unchanged sentences

The following table sets forth our share repurchase activity for each period presented:

of Shares that

Part of Publicly

Purchased (1)

Average Price

Yet be Purchased

Paid Per Share

Under the Plan

3 unchanged sentences

(1) The total number of shares purchased includes 13,550 shares repurchased in October 2020, representing shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of restricted stock and restricted stock units held by our employees.

There were no such repurchases in November or December.

(2) In October 2018, our Board of Directors authorized a $600 million share repurchase program.

During the three months ended December 31, 2019, we repurchased 8,329,671 shares of common stock under this program for a total of $21 million, or an average of $2.50 per share, which shares were thereafter cancelled.

Dividend Restrictions

Our ability to pay dividends is governed by (i) the provisions of Delaware general corporation law, (ii) our Certificate of Incorporation and Bylaws, (iii) indentures related to our 5.375% senior notes due 2021, 5.125% senior notes due 2022, 5.625% senior notes due 2023, and 5.00% senior notes due 2025 and (iv) the Credit Facility.

Our ability to pay dividends is governed by (i) the provisions of Delaware general corporation law, (ii) our Certificate of Incorporation and Bylaws, (iii) indentures related to our 5.125% senior notes due 2022, 5.625% senior notes due 2023, 5.00% senior notes due 2025, 8.375% senior notes due 2026, 7.625% senior notes due 2029 and 4.25% convertible senior notes due 2026 and (iv) the Credit Facility.

We have not paid or declared any dividends on our common stock.

10 unchanged sentences

Effective March 13, 2019, we no longer consolidate Antero Midstream Partners and account for our interest in Antero Midstream using the equity method of accounting.

See Note 5 to the consolidated financial statements for further discussion of our equity method investments.

See Note 6—Equity Method Investments to the consolidated financial statements for further discussion of our equity method investments.

The selected statement of operations data and statement of cash flows data for the years ended December 31, 2018, 2019 and 2020 and the balance sheet data as of December 31, 2019 and 2020 are derived from our audited consolidated financial statements included in Item 8 of this Annual Report on Form 10- K.

The selected statement of operations data and statement of cash flows data for the years ended December 31, 2015 and 2016 and the balance sheet data as of December 31, 2015, 2016 and 2017 are derived from our audited consolidated financial statements not included in Item 8 of this Annual Report on Form 10-K.

The balance sheet data for years ended December 31, 2016 and 2015 has been recast to present the effects of the adoption of Accounting Standards Update (“ASU”) No.

T he selected statement of operations data and statement of cash flows data for the years ended December 31, 2016 and 2017 and the balance sheet data as of December 31, 2016, 2017 and 2018 are derived from our audited consolidated financial statements not included in Item 8 of this Annual Report on Form 10-K.

The balance sheet data for the year ended December 31, 2016 has been recast to present the effects of the adoption of Accounting Standards Update (“ASU”) No.

2015-03, Simplifying the Presentation of Debt Issuance Costs, in 2016, which requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that liability.

The statement of cash flows data for the years ended December 31, 2015 has been recast to present the effects of the adoption of ASU No.

2016-09, Stock Compensation–Improvements to Employee Share-Based Payment Accounting , in 2016, which requires that income taxes withheld upon settlement of share-based payment awards be classified as financing activities on the statement of cash flows.

Our historical results of operations also reflect a U.S.

Our historical results of operations for the years ended December 31, 2016 and 2017 reflect a U.S.

federal corporate tax rate of 35%.

10 unchanged sentences

Natural gas sales

Natural gas liquids sales

Commodity derivative fair value gains (losses)

1 unchanged sentence

Marketing derivative fair value gains (losses)

Amortization of deferred revenue, VPP

Gain on sale of assets

9 unchanged sentences

Accretion of asset retirement obligations

General and administrative (including $97,877, $102,421, $103,445, $70,413 and $23,559 of equity-based compensation expense in 2015, 2016, 2017, 2018, and 2019, respectively)

General and administrative (including equity-based compensation expense of $102,421, $103,445, $70,413, $23,559 and $23,317 in 2016, 2017, 2018, 2019 and 2020, respectively)

Contract termination and rig stacking

1 unchanged sentence

Operating income (loss)

Other income (expenses):

Other Expenses:

Water earnout

Loss on the sale of equity method investment shares

Equity in earnings (loss) of unconsolidated affiliate

Loss on the sale of equity investment shares

Interest expense, net

Impairment of equity investments

Impairment of equity method investment

Gain on deconsolidation of Antero Midstream Partners LP

Transaction expense

Interest expense, net

Gain (loss) on early extinguishment of debt

Total other income (expenses)

Income (loss) before income taxes

Provision for income tax (expense) benefit

Income (loss) before income taxes and discontinued operations

Income tax benefit

Net income (loss) and comprehensive income (loss) including noncontrolling interest

Net income and comprehensive income attributable to noncontrolling interest

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

Income (loss) per common share—basic

Income (loss) per common share—dilutive

Net income (loss) attributable to Antero Resources Corporation

Earnings (loss) per common share—basic

Earnings (loss) per common share—dilutive

Year Ended December 31,

19 unchanged sentences

Net cash used in investing activities

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Capital expenditures

Adjusted EBITDAX

Adjusted EBITDAX is a non-GAAP financial measure that we define as net income (loss), including noncontrolling interests, before interest expense, interest income, gains or losses from commodity derivatives and marketing derivatives, but including net cash receipts or payments on derivative instruments included in derivative gains or losses other than proceeds from derivative monetizations, income taxes, impairments, depletion, depreciation, amortization, and accretion, exploration expense, equity-based compensation, gain or loss on early extinguishment of debt, contract termination and rig stacking costs, loss on sale of equity investment shares, equity in earnings or loss of unconsolidated affiliates, water earnout, simplification transaction fees, gain or loss on sale of assets and Antero Midstream Partners related adjustments.

Adjusted EBITDAX is a non-GAAP financial measure that we define as net income (loss), including noncontrolling interests, before interest expense, interest income, gains or losses from commodity derivatives and marketing derivatives, amortization of deferred revenue but including net cash receipts or payments on derivative instruments included in derivative gains or losses other than proceeds from derivative monetizations, income taxes, impairments, depletion, depreciation, amortization, and accretion, exploration expense, equity-based compensation, gain or loss on early extinguishment of debt, contract termination and rig stacking costs, loss on sale of the equity method investment shares, equity in earnings or loss of unconsolidated affiliates, water earnout, simplification transaction fees, gain or loss on sale of assets, Antero Midstream Partners related adjustments and Martica related adjustments.

Through March 12, 2019, the financial results of Antero Midstream Partners were included in our consolidated results.

Effective March 13, 2019, we no longer consolidate Antero Midstream Partners and account for our interest in Antero Midstream using the equity method of accounting.

See Note 5 to the consolidated financial statements for more information on our equity investments.

See Note 6—Equity Method Investments to the consolidated financial statements for more information on our equity method investments.

Adjusted EBITDAX includes distributions received with respect to limited partner interests in Antero Midstream Partners common units through March 12, 2019.

7 unchanged sentences

● is used by our management team for various purposes, including as a measure of our operating performance, in presentations to our Board of Directors, and as a basis for strategic planning and forecasting;

Adjusted EBITDAX is also used by our Board of Directors as a performance measure in determining executive compensation.

● is used by our Board of Directors as a performance measure in determining executive compensation.

There are significant limitations to using Adjusted EBITDAX as a measure of performance, including the inability to analyze the effects of certain recurring and non-recurring items that materially affect our net income or loss, the lack of comparability of results of operations of different companies, and the different methods of calculating Adjusted EBITDAX reported by different companies.

The following table represents a reconciliation of our net income (loss), including noncontrolling interest, to Adjusted EBITDAX and a reconciliation of our Adjusted EBITDAX to net cash provided by operating activities per our consolidated statements of cash flows, in each case, for the periods presented.

Adjusted EBITDAX also excludes the results of Antero Midstream Partners in order to provide comparability with the current structure of Antero Resources as Antero Resources as effective March 13, 2019, we no longer consolidate Antero Midstream Partners results.

Adjusted EBITDAX also excludes the results of Antero Midstream Partners to provide comparability with the current structure of Antero Resources because effective March 13, 2019, we no longer consolidate Antero Midstream Partners’ results.

These adjustments are disclosed in the table below as Antero Midstream Partners related adjustments.

1 unchanged sentence

(in thousands)

Reconciliation of net income (loss) to Adjusted EBITDAX:

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

Net income and comprehensive income attributable to noncontrolling interests

Commodity derivative fair value (gains) losses (1)

Gains on settled commodity derivatives (1)

Marketing derivative fair value (gains) losses (1)

Gains on settled marketing derivatives (1)

Net income (loss) and comprehensive income (loss) attributable to noncontrolling interests

Unrealized commodity derivative gains (losses)

Gains (losses) on settled marketing derivatives

Marketing derivative fair value gains

Proceeds from derivative monetizations

Amortization of deferred revenue, VPP

(Gain) loss on sale of assets

Gain on deconsolidation of Antero Midstream Partners LP

Interest expense

Interest expense, net

(Gain) loss on early extinguishment of debt

Provision for income tax expense (benefit)

Provision for income tax benefit

Depletion, depreciation, amortization, and accretion

1 unchanged sentence

Impairment of midstream assets

Impairment of equity investments

Impairment of equity method investment

Exploration expense

Equity-based compensation expense

Equity in (earnings) loss of unconsolidated affiliate

Distributions from unconsolidated affiliates

Equity in (earnings) loss of unconsolidated affiliates

Distributions/dividends from unconsolidated affiliates

State franchise taxes

Loss on the sale of equity method investment shares

Contract termination and rig stacking

Loss on sale of equity investment shares

Water earnout

Simplification transaction fees

Net income and comprehensive income attributable to noncontrolling interests

Antero Midstream Partners interest expense, net (2)

Antero Midstream Partners depreciation, accretion of ARO and accretion of contingent consideration (2)

Antero Midstream Partners impairment (2)

Antero Midstream Partners equity-based compensation expense (2)

Antero Midstream Partners equity in earnings of unconsolidated affiliates (2)

Antero Midstream Partners distributions from unconsolidated affiliates (2)

Equity in earnings of Antero Midstream Partners (2)

Distributions from Antero Midstream Partners (2)

Antero Midstream Partners loss on extinguishment of debt (2)

Antero Midstream Partners gain on sale (2)

Antero Midstream Partners Simplification transaction fees (2)

Transaction expense

Antero Midstream Partners related adjustments (1)

Martica related adjustments (2)

Adjusted EBITDAX

Reconciliation of our Adjusted EBITDAX to net cash provided by operating activities:

Year ended December 31,

(in thousands)

Adjusted EBITDAX

Antero Midstream Partners related adjustments (1)

Martica related adjustments (2)

Interest expense, net

2 unchanged sentences

State franchise taxes

Simplification transaction fees

Transaction expense

Proceeds from derivative monetizations

Premium paid on derivative contracts

Other non-cash items

Net cash provided by operating activities

(1) The adjustments for the derivative fair value gains and losses and gains on settled derivatives have the effect of adjusting net income (loss) from operations for changes in the fair value of unsettled derivatives, which are recognized at the end of each accounting period.

As a result, derivative gains included in the calculation of Adjusted EBITDAX only reflect derivatives that settled during the period.

The adjustments do not include proceeds from derivatives monetization.

(2) Amounts reflected are net of any elimination adjustments for intercompany activity and include activity related to Antero Midstream Partners through March 12, 2019 (date of the closing of the Transactions).

Effective March 13, 2019, we account for our unconsolidated investment in Antero Midstream using the equity method of accounting.

See Note 5 to the consolidated financial statements for further discussion on equity method investments.

(1) Amounts reflected are net of any elimination adjustments for intercompany activity and include activity related to Antero Midstream Partners through March 12, 2019.

Effective March 13, 2019, Antero accounts for its unconsolidated investment in Antero Midstream Corporation using the equity method of accounting.

See Note 6—Equity Method Investments to the consolidated financial statements for further discussion on equity method investments.

(2) Adjustments reflect noncontrolling interests in Martica not otherwise adjusted in amounts above.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity