Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
We have one class of common equity outstanding, our common stock, par value $0.01 per share. Our common stock is listed on the New York Stock Exchange and traded under the symbol “AR.” On February 12, 2021, our common stock was held by 158 holders of record. The number of holders does not include the shareholders for whom shares of our common stock are held in a “nominee” or “street” name.
Issuer Purchases of Equity Securities
The following table sets forth our share repurchase activity for each period presented:
Total Number
of Shares
Approximate
Repurchased
Dollar Value
as Part of
of Shares
Total Number
Publicly
that May
of Shares
Average Price
Announced
Yet be Purchased
Period
Purchased
Paid Per Share
Plans
Under the Plan
October 1, 2020 - October 31, 2020 (1)
13,550
$
3.62
—
$
—
November 1, 2020 - November 30, 2020
—
—
—
—
December 1, 2020 - December 31, 2020
—
—
—
—
Total
13,550
$
3.62
—
$
—
(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.
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 5.125% 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. The future payment of cash dividends on our common stock, if any, is within the discretion of the Board of Directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors. There is no assurance that we will pay any cash dividends on our common stock.
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Stock Performance Graph
The graph below shows the cumulative total shareholder return assuming the investment of $100 on December 31, 2015 in each of our common stock, the Standard & Poor’s 500 (“S&P 500”) Index, and the Dow Jones U.S. Oil & Gas Index. We believe the Dow Jones U.S. Oil & Gas Index is meaningful because it is an independent, objective view of the performance of similarly-sized energy companies.
The information in this Form 10-K appearing under the heading “Stock Performance Graph” is being “furnished” pursuant to Item 2.01(e) of Regulation S-K under the Securities Act and shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 2.01(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act except to the extent that we specifically request that it be treated as such.
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ITEM 6. SELECTED FINANCIAL DATA
The following table shows our selected historical consolidated financial data, for the periods ended and as of the dates indicated, for Antero Resources Corporation and its consolidated subsidiaries, including Antero Midstream Partners through March 12, 2019. 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 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. 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.
Our historical results of operations for the years ended December 31, 2016 and 2017 reflect a U.S. federal corporate tax rate of 35%. Effective January 1, 2018, the U.S. federal corporate tax rate was reduced from 35% to 21%. Accordingly, our historical results of operations prior to this change reflect a higher U.S. federal corporate tax rate when compared to subsequent period financial results.
The selected financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
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Year Ended December 31,
(in thousands, except per share amounts)
2016
2017
2018
2019
2020
Statement of operations data:
Operating revenues and other:
Natural gas sales
$
1,260,750
1,769,284
2,287,939
2,247,162
1,809,952
NGLs sales
432,992
870,441
1,177,777
1,219,162
1,161,683
Oil sales
61,319
108,195
187,178
177,549
112,270
Commodity derivative fair value gains (losses)
(514,181)
658,283
(87,594)
463,972
79,918
Gathering, compression, and water handling and treatment
12,961
12,720
21,344
4,478
—
Marketing
393,049
258,045
458,901
292,207
310,572
Marketing derivative fair value gains (losses)
—
(21,394)
94,081
—
—
Amortization of deferred revenue, VPP
—
—
—
—
14,507
Gain on sale of assets
97,635
—
—
—
—
Other income
—
—
—
4,160
2,797
Total operating revenues and other
1,744,525
3,655,574
4,139,626
4,408,690
3,491,699
Operating expenses:
Lease operating
50,090
89,057
136,153
145,720
98,865
Gathering, compression, processing, and transportation
882,838
1,095,639
1,339,358
2,146,647
2,530,838
Production and ad valorem taxes
66,588
94,521
126,474
125,142
106,775
Marketing
499,343
366,281
686,055
549,814
469,404
Exploration
6,862
8,538
4,958
884
1,083
Impairment of oil and gas properties
162,935
159,598
549,437
1,300,444
223,770
Impairment of midstream assets
—
23,431
9,658
14,782
—
Depletion, depreciation, and amortization
809,873
824,610
972,465
914,867
861,870
Loss on sale of assets
—
951
348
Accretion of asset retirement obligations
2,473
2,610
2,819
3,762
3,421
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)
239,324
251,196
240,344
178,696
134,482
Contract termination and rig stacking
—
—
—
14,026
14,290
Total operating expenses
2,720,326
2,915,481
4,067,721
5,395,735
4,445,146
Operating income (loss)
(975,801)
740,093
71,905
(987,045)
(953,447)
Other Expenses:
Water earnout
—
—
—
125,000
—
Loss on the sale of equity method investment shares
—
—
—
(108,745)
—
Equity in earnings (loss) of unconsolidated affiliate
485
20,194
40,280
(143,216)
(62,660)
Impairment of equity method investment
—
—
—
(467,590)
(610,632)
Gain on deconsolidation of Antero Midstream Partners LP
—
—
—
1,406,042
—
Transaction expense
—
—
—
—
(7,244)
Interest expense, net
(253,552)
(268,701)
(286,743)
(228,111)
(199,872)
Gain (loss) on early extinguishment of debt
(16,956)
(1,500)
—
36,419
175,962
Total other income (expenses)
(270,023)
(250,007)
(246,463)
619,799
(704,446)
Income (loss) before income taxes and discontinued operations
(1,245,824)
490,086
(174,558)
(367,246)
(1,657,893)
Income tax benefit
496,376
295,051
128,857
74,110
397,482
Net income (loss) and comprehensive income (loss) including noncontrolling interest
(749,448)
785,137
(45,701)
(293,136)
(1,260,411)
Net income and comprehensive income attributable to noncontrolling interest
99,368
170,067
351,816
46,993
7,486
Net income (loss) attributable to Antero Resources Corporation
$
(848,816)
615,070
(397,517)
(340,129)
(1,267,897)
Earnings (loss) per common share—basic
$
(2.88)
1.95
(1.26)
(1.11)
(4.65)
Earnings (loss) per common share—dilutive
$
(2.88)
1.94
(1.26)
(1.11)
(4.65)
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Year Ended December 31,
(in thousands)
2016
2017
2018
2019
2020
Balance sheet data (at period end):
Cash and cash equivalents
$
31,610
28,441
—
—
—
Other current assets
370,977
804,646
806,613
922,885
574,139
Total current assets
402,587
833,087
806,613
922,885
574,139
Natural gas properties, at cost (successful efforts method):
Unproved properties
2,331,173
2,266,673
1,767,600
1,368,854
1,175,178
Producing properties
9,549,671
11,096,462
12,705,672
11,859,817
12,260,713
Water handling and treatment systems
744,682
946,670
1,013,818
5,802
5,802
Gathering systems and facilities
1,723,768
2,050,490
2,470,708
—
—
Other property and equipment
41,231
57,429
65,842
71,895
74,361
14,390,525
16,417,724
18,023,640
13,306,368
13,516,054
Less accumulated depletion, depreciation, and amortization
(2,363,778)
(3,182,171)
(4,153,725)
(3,327,629)
(3,869,116)
Property and equipment, net
12,026,747
13,235,553
13,869,915
9,978,739
9,646,938
Other assets
1,826,216
1,192,850
842,936
4,295,945
2,929,768
Total assets
$
14,255,550
15,261,490
15,519,464
15,197,569
13,150,845
Current liabilities
$
817,388
762,096
853,540
1,040,139
983,054
Long-term indebtedness
4,703,973
4,800,090
5,461,688
3,758,868
3,001,593
Other long-term liabilities
1,005,611
823,168
716,759
3,427,819
3,075,927
Total equity
7,728,578
8,876,136
8,487,477
6,970,743
6,090,271
Total liabilities and equity
$
14,255,550
15,261,490
15,519,464
15,197,569
13,150,845
Other financial data:
Net cash provided by operating activities
$
1,241,256
2,006,291
2,081,987
1,103,458
735,640
Net cash used in investing activities
$
(2,395,138)
(2,461,630)
(2,350,724)
(1,041,490)
(530,061)
Net cash provided by (used in) financing activities
$
1,162,019
452,170
240,296
557,564
(205,579)
Capital expenditures
$
2,495,429
2,216,753
2,210,586
1,422,155
874,357
Adjusted EBITDAX
$
1,384,442
1,244,394
1,717,120
1,247,671
1,002,016
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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 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.
Adjusted EBITDAX as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDAX should not be considered in isolation or as a substitute for operating income or loss, net income or loss, cash flows provided by operating, investing, and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. Adjusted EBITDAX provides no information regarding our capital structure, borrowings, interest costs, capital expenditures, working capital movement, or tax position. Adjusted EBITDAX does not represent funds available for discretionary use because those funds may be required for debt service, capital expenditures, working capital, income taxes, exploration expenses, and other commitments and obligations. However, our management team believes Adjusted EBITDAX is useful to an investor in evaluating our financial performance because this measure:
● is widely used by investors in the oil and natural gas industry to measure operating performance without regard to items excluded from the calculation of such term, which may vary substantially from company to company depending upon accounting methods and the book value of assets, capital structure and the method by which assets were acquired, among other factors;
● helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital and legal structure from our operating structure;
● 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; and
● 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 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.
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Year ended December 31,
(in thousands)
2016
2017
2018
2019
2020
Reconciliation of net income (loss) to Adjusted EBITDAX:
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation
$
(848,816)
615,070
(397,517)
(340,129)
(1,267,897)
Net income (loss) and comprehensive income (loss) attributable to noncontrolling interests
99,368
170,067
351,816
46,993
7,486
Unrealized commodity derivative gains (losses)
1,517,264
305,563
701,071
(138,882)
725,011
Gains (losses) on settled marketing derivatives
—
21,394
(94,081)
—
—
Marketing derivative fair value gains
—
—
72,687
—
—
Proceeds from derivative monetizations
—
(749,906)
(370,365)
—
(9,007)
Amortization of deferred revenue, VPP
—
—
—
—
(14,507)
(Gain) loss on sale of assets
(97,635)
—
—
951
348
Gain on deconsolidation of Antero Midstream Partners LP
—
—
—
(1,406,042)
—
Interest expense, net
253,552
268,701
286,743
228,111
199,872
(Gain) loss on early extinguishment of debt
16,956
1,500
—
(36,419)
(175,962)
Provision for income tax benefit
(496,376)
(295,051)
(128,857)
(74,110)
(397,482)
Depletion, depreciation, amortization, and accretion
812,346
827,220
975,284
918,629
865,291
Impairment of oil and gas properties
162,935
159,598
549,437
1,300,444
223,770
Impairment of midstream assets
—
23,431
9,658
14,782
—
Impairment of equity method investment
—
—
—
467,590
610,632
Exploration expense
6,862
8,538
4,958
884
1,083
Equity-based compensation expense
102,421
103,445
70,413
23,559
23,317
Equity in (earnings) loss of unconsolidated affiliates
(485)
(20,194)
(40,280)
143,216
62,660
Distributions/dividends from unconsolidated affiliates
7,702
20,195
46,415
157,956
171,022
State franchise taxes
50
—
—
—
—
Loss on the sale of equity method investment shares
—
—
—
108,745
—
Contract termination and rig stacking
—
—
—
14,026
14,290
Water earnout
—
—
—
(125,000)
—
Simplification transaction fees
—
—
—
15,482
—
Transaction expense
—
—
—
—
7,244
1,536,144
1,459,571
2,037,382
1,320,786
1,047,171
Antero Midstream Partners related adjustments (1)
(151,702)
(215,177)
(320,262)
(73,115)
—
Martica related adjustments (2)
—
—
—
—
(45,155)
Adjusted EBITDAX
$
1,384,442
1,244,394
1,717,120
1,247,671
1,002,016
Reconciliation of our Adjusted EBITDAX to net cash provided by operating activities:
Adjusted EBITDAX
$
1,384,442
1,244,394
1,717,120
1,247,671
1,002,016
Antero Midstream Partners related adjustments (1)
151,702
215,177
320,262
73,115
—
Martica related adjustments (2)
—
—
—
—
45,155
Interest expense, net
(253,552)
(268,701)
(286,743)
(228,111)
(199,872)
Exploration expense
(6,862)
(8,538)
(4,958)
(884)
(1,083)
Changes in current assets and liabilities
(32,920)
76,035
(25,423)
35,542
(109,047)
State franchise taxes
(50)
—
—
—
—
Simplification transaction fees
—
—
—
(15,482)
—
Transaction expense
—
—
—
—
(7,244)
Proceeds from derivative monetizations
—
749,906
370,365
—
9,007
Premium paid on derivative contracts
—
—
(13,318)
—
—
Other items
(1,504)
(1,982)
4,682
(8,393)
(3,292)
Net cash provided by operating activities
$
1,241,256
2,006,291
2,081,987
1,103,458
735,640
(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.
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