Quarterly report pursuant to Section 13 or 15(d)

Equity and Earnings Per Common Share

v3.20.2
Equity and Earnings Per Common Share
9 Months Ended
Sep. 30, 2020
Equity and Earnings Per Common Share  
Equity and Earnings Per Common Share

(13) Equity and Earnings Per Common Share

(a)

Preferred Stock

The Board authorized 100,000,000 shares of preferred stock in connection with the closing of the Transactions (see Note 3—Business Combination) on March 12, 2019, and issued 10,000 shares of preferred stock designated as "5.5% Series A Non-Voting Perpetual Preferred Stock" (the "Series A Preferred Stock"), to The Antero Foundation on that date. Dividends on the Series A Preferred Stock are cumulative from the date of original issue and payable in cash on the 45th day following the end of each fiscal quarter, or such other dates as the Board will approve, at a rate of 5.5% per annum on (i) the liquidation preference per share of Series A Preferred Stock (as described below) and (ii) the amount of accrued and unpaid dividends for any prior dividend period on

such share of Series A Preferred Stock, if any. At any time following the date of issue, in the event of a change of control, or at any time on or after March 12, 2029, the Company may redeem the Series A Preferred Stock at a price equal to $1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any shares of the Series A Preferred Stock are held by The Antero Foundation at the time of such redemption, the price for redemption of each share of Series A Preferred Stock will be the greater of (i) $1,000 per share, plus any accrued but unpaid dividends, and (ii) the fair market value of the Series A Preferred Stock. On or after March 12, 2029, the holder of each share of Series A Preferred Stock (other than The Antero Foundation) may convert such shares, at any time and from time to time, at the option of the holder into a number of shares of AM common stock equal to the conversion ratio in effect on the applicable conversion date, subject to certain limitations. The Series A Preferred Stock ranks senior to the AM common stock as to dividend rights, as well as with respect to rights upon liquidation, winding-up or dissolution of the Company. Holders of the Series A Preferred Stock do not have any voting rights in the Company, except as required by law, or any preemptive rights.

(b)

Weighted Average Shares Outstanding

The following is a reconciliation of the Company’s basic weighted average shares outstanding to diluted weighted average shares outstanding during the periods presented:

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

    

2019

    

2020

    

2019

    

2020

Basic weighted average number of shares outstanding

506,419

476,578

423,296

478,831

Add: Dilutive effect of RSUs

254

Add: Dilutive effect of Series A preferred stock

1,862

Diluted weighted average number of shares outstanding

506,419

478,694

423,296

478,831

Weighted average number of outstanding equity awards excluded from calculation of diluted earnings per common share(1):

RSUs

1,309

2,995

1,103

2,168

Preferred shares

1,351

1,351

1,862

(1)

The potential dilutive effects of these awards were excluded from the computation of earnings (loss) per common shares—assuming dilution because the inclusion of these awards would have been anti-dilutive.

(c)

Earnings Per Common Share

Earnings per common share—basic for each period is computed by dividing net income (loss) attributable to Antero Midstream Corporation by the basic weighted average number of shares of AM common stock outstanding during the period. Earnings per common share—assuming dilution for each period is computed after giving consideration to the potential dilution from outstanding equity awards, calculated using the treasury stock method. During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive.

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except per share amounts)

    

2019

    

2020

    

2019

    

2020

Net income (loss)

$

(289,477)

105,507

(210,555)

(198,985)

Less preferred stock dividends

(138)

(138)

(304)

(413)

Net income (loss) available to common shareholders

$

(289,615)

105,369

(210,859)

(199,398)

Net income (loss) per share–basic

$

(0.57)

0.22

(0.50)

(0.42)

Net income (loss) per share–diluted

$

(0.57)

0.22

(0.50)

(0.42)

Weighted average common shares outstanding–basic

506,419

476,578

423,296

478,831

Weighted average common shares outstanding–diluted

506,419

478,694

423,296

478,831