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Equity-Based Compensation
12 Months Ended
Dec. 31, 2016
Equity-Based Compensation  
Equity-Based Compensation

(9) Equity‑Based Compensation

Antero is authorized to grant up to 16,906,500 shares of common stock to employees and directors of the Company under the Antero Resources Corporation Long‑Term Incentive Plan (the “Plan”).  The Plan allows equity‑based compensation awards to be granted in a variety of forms, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, dividend equivalent awards, and other types of awards.  The terms and conditions of the awards granted are established by the Compensation Committee of Antero’s Board of Directors.  A total of 8,449,452 shares were available for future grant under the Plan as of December 31, 2016.

Antero Midstream’s general partner is authorized to grant up to 10,000,000 common units representing limited partner interests in Antero Midstream under the Antero Midstream Partners LP Long-Term Incentive Plan (the “Midstream Plan”) to certain officers, employees, and consultants of Antero and Antero Midstream’s general partner, and its non-employee directors.  A total of 7,937,930 common units are available for future grant under the Midstream Plan as of December 31, 2016.

The Company’s equity‑based compensation expense, by type of award, is as follows for the years ended December 31, 2014, 2015, and 2016 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

  

2014

  

2015

  

2016

 

Profits interests awards

 

$

83,615

 

 

37,620

 

 

 —

 

Restricted stock unit awards

 

 

25,624

 

 

40,663

 

 

73,081

 

Stock options

 

 

501

 

 

2,155

 

 

2,578

 

Performance share unit awards

 

 

 —

 

 

 —

 

 

8,685

 

Antero Midstream phantom unit awards

 

 

2,360

 

 

17,126

 

 

16,095

 

Equity awards issued to directors

 

 

152

 

 

313

 

 

1,982

 

Total expense

 

$

112,252

 

 

97,877

 

 

102,421

 

 

Profits Interests Awards

Certain profits interest awards historically held by certain of the Company’s officers and employees were fully vested as of December 31, 2015.  All available profits interest awards were made prior to the date of the Company’s IPO in 2013, and no additional profits interest awards have been made since the Company’s IPO.

Restricted Stock and Restricted Stock Unit Awards

Restricted stock and restricted stock unit awards vest subject to the satisfaction of service requirements.  Expense related to each restricted stock and restricted stock unit award is recognized on a straight-line basis over the requisite service period of the entire award.  Forfeitures are accounted for as they occur through reversal of expense on awards that were forfeited during the period.  The grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant.  A summary of restricted stock and restricted stock unit awards activity for the year ended December 31, 2016 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted
average

 

Aggregate

 

 

    

Number of
shares

    

grant date
fair value

    

intrinsic value
(in thousands)

 

Total awarded and unvested—December 31, 2015

 

6,529,459

 

$

33.48

 

$

142,342

 

Granted

 

1,241,710

 

$

27.06

 

 

 

 

Vested

 

(2,123,282)

 

$

34.95

 

 

 

 

Forfeited

 

(294,440)

 

$

26.89

 

 

 

 

Total awarded and unvested—December 31, 2016

 

5,353,447

 

$

31.77

 

$

126,609

 

 

Intrinsic values are based on the closing price of the Company’s stock on the referenced dates.  Unamortized expense of $130.2 million at December 31, 2016 is expected to be recognized over a weighted average period of approximately 2.0 years.

Stock Options

Stock options granted under the Plan vest over periods from one to four years and have a maximum contractual life of 10 years.  Expense related to stock options is recognized on a straight‑line basis over the requisite service period of the entire award.  Forfeitures are accounted for as they occur through reversal of expense on awards that were forfeited during the period.  Stock options are granted with an exercise price equal to or greater than the market price of the Company’s common stock on the date of grant.  A summary of stock option activity for the year ended December 31, 2016 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted
average

 

average
remaining

 

Intrinsic

 

 

    

Stock
options

    

exercise
price

    

contractual
life

    

value
(in thousands)

  

Outstanding at December 31, 2015

 

720,887

 

$

50.44

 

9.14

 

$

 —

 

Granted

 

 —

 

$

 —

 

 

 

 

 

 

Exercised

 

 —

 

 

 —

 

 

 

 

 

 

Forfeited

 

(32,958)

 

$

50.00

 

 

 

 

 

 

Expired

 

 —

 

 

 —

 

 

 

 

 

 

Outstanding at December 31, 2016

 

687,929

 

$

50.46

 

8.12

 

$

 —

 

Vested or expected to vest as of  December 31, 2016

 

687,929

 

$

50.46

 

8.12

 

$

 —

 

Exercisable at December 31, 2016

 

217,882

 

$

51.17

 

7.87

 

$

 —

 

 

Intrinsic value is based on the exercise price of the options and the closing price of the Company’s stock on the referenced dates.

A Black‑Scholes option‑pricing model is used to determine the grant-date fair value of stock options.  Expected volatility was derived from the volatility of the historical stock prices of a peer group of similar publicly traded companies’ stock prices as the Company common stock had traded for a relatively short period of time at the dates the options were granted.  The risk‑free interest rate was determined using the implied yield available for zero‑coupon U.S. government issues with a remaining term approximating the expected life of the options.  A dividend yield of zero was assumed.

The following table presents information regarding the weighted average fair value for options granted during the years ended December 31, 2014 and 2015 and the assumptions used to determine fair value.

 

 

 

 

 

 

 

 

 

 

 

  

Year ended December 31, 2014

 

  

Year ended December 31, 2015

 

 

Dividend yield

 

 

 —

%

 

 

 —

%

 

Volatility

 

 

40

%

 

 

40

%

 

Risk-free interest rate

 

 

1.75

%

 

 

1.66

%

 

Expected life (years)

 

 

5.50

 

 

 

6.25

 

 

Weighted average fair value of options granted

 

$

20.55

 

 

$

14.74

 

 

 

As of December 31, 2016, there was $5.4 million of unamortized equity‑based compensation expense related to nonvested stock options.  That expense is expected to be recognized over a weighted average period of approximately 2.2 years.

Performance Share Unit Awards

Performance Share Unit Awards Based on Price Targets

In the first quarter of 2016, the Company granted performance share unit awards (“PSUs”) to certain of its executive officers.  The vesting of these PSUs is conditioned on the closing price of the Company’s common stock achieving specific thresholds over 10-day periods, subject to the following vesting restrictions: no PSUs may vest before the first anniversary of the grant date; no more than one-third of the PSUs may vest before the second anniversary of the grant date; and no more than two-thirds of the PSUs may vest before the third anniversary of the grant date.  Any PSUs which have not vested by the fifth anniversary of the grant date will expire.  Expense related to these PSUs is recognized on a graded basis over three years.

Performance Share Unit Awards Based on Total Shareholder Return

In the second quarter of 2016, the Company granted PSUs to certain of its employees and executive officers which vest based on the total shareholder return (“TSR”) of the Company’s common stock relative to the TSR of a peer group of companies over a three-year performance period.  The number of performance shares which may ultimately be earned ranges from zero to 200% of the PSUs granted.  Expense related to these PSUs is recognized on a straight-line basis over three years.

Summary Information for Performance Share Unit Awards

A summary of PSU activity for the year ended December 31, 2016 is as follows:

 

 

 

 

 

 

 

 

 

Number of
units

 

Weighted
average
grant date
fair value

 

Total awarded and unvested—December 31, 2015

 

 —

 

$

 —

 

Granted

 

790,890

 

$

29.77

 

Vested

 

 —

 

$

 —

 

Forfeited

 

(5,589)

 

$

32.97

 

Total awarded and unvested—December 31, 2016

 

785,301

 

$

29.75

 

 

The grant-date fair values of PSUs were determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair values of the awards.  Expected volatilities were derived from the volatility of the historical stock prices of a peer group of similar publicly-traded companies’ stock prices.  The risk-free interest rate was determined using the yield available for zero-coupon U.S. government issues with remaining terms corresponding to the service periods of the PSUs.  A dividend yield of zero was assumed.

The following table presents information regarding the weighted average fair value for PSUs granted during the year ended December 31, 2016 and the assumptions used to determine the fair values.

 

 

 

 

 

 

 

  

Year ended December 31, 2016

 

 

Dividend yield

 

 

 —

%

 

Volatility

 

 

45

%

 

Risk-free interest rate

 

 

1.01

%

 

Weighted average fair value of awards granted

 

$

29.77

 

 

 

As of December 31, 2016, there was $14.7 million of unamortized equity-based compensation expense related to unvested PSUs.  That expense is expected to be recognized over a weighted average period of approximately 2.1 years.

Antero Midstream Partners Phantom Unit Awards

Phantom units granted by Antero Midstream vest subject to the satisfaction of service requirements, upon the completion of which common units in Antero Midstream are delivered to the holder of the phantom units.  These phantom units are treated, for accounting purposes, as if Antero Midstream distributed the units to Antero.  Antero recognizes compensation expense as the units are granted to employees, and a portion of the expense is allocated to Antero Midstream.  Expense related to each phantom unit award is recognized on a straight-line basis over the requisite service period of the entire award.  Forfeitures are accounted for as they occur through reversal of expense on awards that were forfeited during the period.  The grant date fair values of these awards are determined based on the closing price of Antero Midstream’s common units on the date of grant.  A summary of phantom unit awards activity for the year ended December 31, 2016 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Number of
units

 

Weighted
average
grant date
fair value

 

Aggregate
intrinsic value
(in thousands)

 

Total awarded and unvested—December 31, 2015

 

1,667,832

 

$

28.97

 

$

38,060

 

Granted

 

297,356

 

$

21.41

 

 

 

 

Vested

 

(524,659)

 

$

28.95

 

 

 

 

Forfeited

 

(108,568)

 

$

28.66

 

 

 

 

Total awarded and unvested—December 31, 2016

 

1,331,961

 

$

27.31

 

$

41,131

 

 

Intrinsic values are based on the closing price of Antero Midstream’s common units on the referenced dates.  Unamortized expense of $33.2 million at December 31, 2016 is expected to be recognized over a weighted average period of approximately 2.1 years.